Gillette_India_Limited_AR_20

Annual Report 2019-20 53 Company Overview Board's Report MD&A Corporate Governance Financial Statements Gillette India Limited • Significant adjustments made in the financial statements arising out of audit findings; • Compliance with listing and other legal requirements relating to financial statements; • Disclosure of any related party transactions; and • Modified opinion(s) in the draft audit report. x. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval; xi. Monitoring the end use of funds raised through public offers and related matters and reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; xiv. Discussion with internal auditors of any significant findings and follow up there on; xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; xvii.To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; xviii.To review the functioning of the Whistle Blower mechanism; xix. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; xx. Reviewing any other areas which may be specified as role of the Audit Committee under the SEBI Listing Regulations, 2015, the Companies Act, 2013 and other statutes, as amended from time to time. The minutes of the Committee are placed before the Board. Stakeholder Relationship Committee The Stakeholder Relationship Committee comprises of Mr. Anil Kumar Gupta (Chairman), Mr. Madhusudan Gopalan (Member) and Ms. Sonali Dhawan (Member). Mr. Ghanashyam Hegde is the Company Secretary & Compliance Officer to the Committee. During the Financial Year, three meetings were held on August 22, 2019, November 5, 2019 and February 13 2020. Attendance of the members of the Stakeholders Relationship Committee during the Financial Year: Members of the Committee No. of meetings held during tenure No. of meetings attended Mr. Anil Kumar Gupta 3 3 Mr. Madhusudan Gopalan 3 3 Ms. Sonali Dhawan 3 2 The role of the Committee is as follows: • Resolving the grievances of the security holders of the Company including complaints related to transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new / duplicate certificates, general meetings etc.; • Review of measures taken for effective exercise of voting rights by Shareholders; • Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent; and