Gillette_India_Limited_AR_20

Annual Report 2019-20 43 Company Overview Board's Report MD&A Corporate Governance Financial Statements Gillette India Limited V. A. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. (c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client. V. B. The Company has not undertaken any of the activities during the audit period as envisaged in the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) and hence are not relevant for the purpose of audit:- (a) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (d) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; and (e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. VI The following Acts and Rules made thereunder pertaining to Company’s business are applicable to the Company: (a) Drugs and Cosmetics Act, 1940; (b) The Legal Metrology Act, 2009 and (c) The Legal Metrology (Packaged Commodities) Rules, 2011. D. We have also examined compliance with the applicable clauses of the following: i. Secretarial Standards in respect of Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India ii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above. E. We further report that,- I. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Companies Act, 2013. II. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. III. Majority decision is carried through and there was no instance of any director expressing any dissenting views. F. We further report that there are adequate systems and processes in the Company commensurate with its size and operations to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. G. We further report that during the audit period none of the following events has taken place: I. Public/Rights/Preferential Issue of Shares/ Debentures/Sweat equity etc. II. Redemption/buy back of securities. III. Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013. IV. Merger/Amalgamation/Reconstruction, etc. V. Foreign Technical Collaborations. For DHOLAKIA & ASSOCIATES LLP (Company Secretaries) Sd/- CS Bhumitra V. Dholakia Designated Partner FCS-977 CP No. 507 Place : Mumbai Date : 26 th August, 2020 UDIN : F000977B000619815