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Appointment/ Re-appointment of Directors As per the Statute, two-third of the Directors should be retiring Directors.

One-third of these retiring Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. Mr. P. V. Bhide, Mr. M. B. Kapadia and Mr. R. C. Sequeira retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Independence of the Board Members may be affected if they are on the board for a longer time. Also if the board is more or less same, new ideas, concern, etc. will not be generated in the board meetings. So the companys policy is sound in this regard.

Board Meetings and Attendance Seven Board meetings were held in 2012 and the gap between two Board meetings did not exceed four months. The annual calendar of Board meetings is agreed upon at the beginning of each year. The information as required under Annexure I to Clause 49 of the Listing Agreement is made available to the Board. The agenda and the papers for consideration at the Board meeting are circulated at least three days prior to the meeting. Adequate information is circulated as part of the Board papers and is also made available at the Board meeting to enable the Board to take informed decisions.

It is important that Directors attend the meetings rather than just being a rubberstamp, by attending they can raise their apprehensions, disagreements on various decisions and also take up investors concern. In GSK most of the Directors have attended all the meetings, which shows Directors commitment towards the Company.

Number of board Meetings Year FY 2012 FY 2011 FY 2010 FY 2009 FY 2008 No of Board Meetings 7 6 6 7 5

Number of Board meetings required is minimum of 4 each financial year. For past 5 years, number of meetings is as per the requirement and has a good industry practice.

Directors with materially significant related party transactions, pecuniary or business relationship with the Company There have been no materially significant related party transactions, pecuniary transactions or relationships between the Company and its Directors that may have potential conflict with the interests of the Company at large. Shareholding by Non-Executive Directors Disclosure of shareholding by non-executive directors is mandatory. Mr. D. S. Parekh and Mr. P. V. Nayak hold 612 and 576 shares of the Company, respectively. None of the other Non-Executive Directors hold any shares of the company.

* In addition, Mr. D. S. Parekh is Alternate Director on 2 Public Limited Companies.

The company has given proper information about the membership of its directors in the various committees in which he is a director. All except 3 Directors are on Board of other companies. 3 directors are on the board of more than 7 another companies. This shows that Directors are not concentrated only on GSK. By representing multiple boards the Directors may not be able to give proper attention and may not be able to take decision properly in shareholders interest. Also Conflict of interest may arise in case of multiple directorships, which is in the case of GSK.