GSK Annual Report 2013
GSK Annual Report 2013
GSK Annual Report 2013
Health
for all
Health
for all
At GSK, our passion to cater
to the needs of our customers
lies at the heart of our every
endeavor.
Contents
Corporate Information...........................................................................02
Vision................................................................................................................04
Mission............................................................................................................04
Values..............................................................................................................04
Behaviours................................................................................................... 06
Strategic Priorities...................................................................................07
Organogram................................................................................................ 08
Ethical Leadership...................................................................................10
Quality Management System............................................................11
Timeline..........................................................................................................12
Environment, Health & Safety..........................................................14
Global Manufacturing & Supply......................................................16
R&D...................................................................................................................17
Information Technology........................................................................18
Awards for the year 2013..................................................................19
Building Excellence through Human Resources.................20
Medical Affairs and Dermatology..................................................22
Consumer Healthcare...........................................................................23
Vaccines.........................................................................................................24
Corporate Social Responsibility......................................................26
CSR Initiatives by GSK Pakistan...................................................28
GSK Pharma Launches 2013........................................................ 30
Achieving Milestones.............................................................................31
Directors Profile.......................................................................................32
Board & Management Committees..............................................35
Directors Report to Shareholders................................................ 36
Chairman/Chief Executives Review............................................42
Financial Performance at a Glance..............................................45
Key Operating and Financial Data............................................... 46
Statement of Value Added................................................................ 49
Horizontal Analysis..................................................................................50
Vertical Analysis........................................................................................51
Direct Cash flow.......................................................................................52
GSK
Corporate
Information
Board of Directors
Mr. M. Salman Burney
Chairman / Chief Executive
Management
Committee
Mr. M. Salman Burney
Chairman / Chief Executive
Non-Executive Director
Sales Director
Director Finance
Audit Committee
Company Secretary
Member
Country Compliance
Officer/Chief Internal
Auditor
Member
Human Resource
& Remuneration
Committee
Mr. Husain Lawai
Bankers
Chairman
Citibank NA
Member
Member
Member
Auditors
A. F. Ferguson & Co.
Chartered Accountants
Legal Advisors
Rizvi, Isa, Afridi & Angell
Mandviwalla & Zafar
Orr, Dignam & Co.
Surridge & Beecheno
Vellani & Vellani
Registered Office
35 - Dockyard Road, West Wharf,
Karachi - 74000.
Tel: 92-21-111-475-725
(111-GSK-PAK)
Fax: 92-21-32314898, 32311122
Website: www.gsk.com.pk
GSK
Our Vision,
Mission & Values
Our Vision
Our Values
Our Mission
GSKs quest is to improve the quality of human life by
enabling people to
Patient Focused
Our commitment to our purpose of improving the lives
of billions ensures that all our efforts, be it research,
manufacturing or distribution are geared towards
improving patient access to quality health solutions.
Transparency
As our business evolves to meet global challenges,
so do our existing systems for which transparency is
integral. By being transparent about what we do and
how, we earn and build trust.
Integrity
Our guiding principles go beyond complying with legal
and ethical regulations. Each member of the GSK family
takes pride in doing what is right for the patients and
consumers, placing them at the heart of every decision
we make. In doing so, we demonstrate integrity in action,
at every level, every day.
GSK
Our
Behaviors
Flexible
Thinking
Customer
Driven
Our philosophy of improving the lives of billions
of people is at the heart of everything we do.
Developing
People
Continuous
Improvement
Building
Relationships
Strategic Priorities
We are focused on the delivery of five strategic priorities to achieve our
mission of helping people do more, feel better and live longer.
Everyone at GSK has a role to play in delivering our strategic priorities:
Grow a
diversified, global
business
Deliver more
products of
value
Create a culture
of individual
empowerment
Simplify the
operating
model
Building trust
We are committed to operating responsibly and
ensuring that our behaviour and actions meet or
exceed the expectations of society.
GSK
Organogram
Vice President &
General Manager
(GLOBAL REPORTING)
Director
Human Resource
Director
Finance
Head of Information
Technology
Director
Medical Affairs
Global Manufacturing
and Supply
General Manager
Consumer Healthcare
(GLOBAL REPORTING)
Head of Sales
Financial Controller
Head of Marketing
Senior Demand
Forecasting Manager
10
GSK
Ethical Leadership
At GSK, we are committed to create a strong ethical culture, where being
patient focused is the core principle of being a responsible pharmaceutical
company. We believe in complying with the Code of Corporate Governance
in letter and spirit as this facilitates the promotion of good governance
in our organization, while our core values of Respect for people, Patient
focused, Transparency and Integrity underpin this belief.
Code of Conduct Highlights
The main contents of the Code of Conduct are briefed below:
QMS
Quality is
embedded in
everything we do
11
12
GSK
Timeline
Pharma-Consumer
(RxCx) collaboration
in Pakistan
Launch of RotarixTM
Liquid
GSK Pakistan
awarded the
Emerging Market &
Asia Pacific (EMAP)
Presidents Award
Launch of
AugmentinTM BD
Suspension 457mg
Jan
Feb
Mar
Apr
May
Jun
GSK Pakistan
awarded Winning
Science in Action
award
Rollout of World
Immunization
Week awareness
campaign
Annual General
Meeting of 2012
Hydrozole
crossed annual
sales of Rs. 100
million
AugmentinTM
Urology Portfolio
revenues cross
4 billion pharma
annual benchmark
brand in Pakistan
earned by
Evohaler
Theragran Ultra
TM
TM
million
by FixVal cross
Rs. 100 million
Panadol sales
annually
achieve Rs. 2
billion mark
annually
FefolVit surpasses
Rs. 500 million in
annual sales
Jul
Aug
Sep
Oct
Nov
DermovateTM
achieves Rs. 500
million annual
sales
GSK Pakistan
receives
Launch of
Corporate Report
Pharmacist
Award
Academy
programme
Initiation of World
Pneumonia
Day awareness
campaign
Dec
13
14
GSK
Environment,
Health &
Safety
GSK Pakistan is
committed to a safe
and accident free
environment. Safety is
a priority that should
never be compromised.
2013 witnessed major
improvements and
accomplishments in all
Environment Health &
Safety areas:
Environment
Health
Safety
15
16
GSK
Global
Manufacturing
& Supply
Further Application of
Quality Laboratory
High-Speed Filling in the Renovation
The products being delivered to patients and customers
Topical Ointment Line
To fulfill the growing needs of patients at the end of
our supply chain, a new state of the art tube filling and
packaging machine has been installed in the ointment
department. The IWKA is a high speed machine with a
speed of filling up to 300 tubes per minute as compared
to 75 tubes per minute for the previous machine. The main
advantage of this upgrade is that the risk of shortage has
now been mitigated. Other benefits include reduction in
waste, sustainable zero access guarding as per Global
Engineering Standard (GES) 110, reduction in defects and
ergonomic improvement through elimination of manual
feeding in tube cartoner.
R&D
GSK has a rich pipeline with several drugs in different therapeutic areas, which
have recently been developed (approved in the US, EU or both) or are at the
final stage of development. Some of the more significant achievements are
highlighted below:
Malignant Melanoma
Each year, melanoma is diagnosed in nearly 160,000
people worldwide. A combination treatment from
GSK for this deadliest form of skin cancer has won
accelerated approval from U.S. regulators.
Diabetes Mellitus
In the field of diabetes (type 2), GSK has developed a
long-acting GLP-1 agonist, injected once a week, which
mimics the actions of the natural hormone. GLP-1 agonists
reduce glucose levels and lower the risk of hypoglycemia
and weight gain commonly associated with other
treatments for type 2 diabetes.
17
18
GSK
Information
Technology
At GSK Pakistan, we have aligned Information Technology with the strategic direction
of our business. Information technology and its solutions are all about enabling our
teams to communicate within GSK and externally with health care professionals.
We save time and travel cost by using state-of-the-art IT communication tools and
technologies to keep connected with our local sales and marketing teams. These
tools also help us to interact seamlessly with our teams using technology enabled
communication tools for virtual meetings.
By implementing and upgrading systems as part of our
strategic journey, we deliver life-enhancing healthcare.
As our business continues to change shape, we are
transforming how we operate in order to reduce
complexity and become more efficient in our processes.
As technology trends towards digital enablement, we are
also developing a digital capability framework to engage
HCPs via email, webcasts, websites, learning portals,
mobile applications, social media and e-detailing on
handheld tablet computing devices. Therefore, IT plays a
key role in helping us achieve our goals and connecting
with patients and customers.
Information is one of our most valuable assets, and at GSK,
we are committed to safeguard information pertaining to
19
20
GSK
Building Excellence
through Human
Resources
At GSK we strive to attract and retain the best talent our most valuable
resource that drives the Company towards enhancing and sustaining
performance. In Pakistan, GSK is equipped with a diversified talent pool
that helps the Company maintain its leadership position in the competitive
environment of Pakistans pharmaceutical industry. We endeavor to provide
our people a fulfilling and healthy environment where they can learn, grow
and develop.
Talent
Acquisition
While we continued our efforts to
acquire the best talent at various
levels, the highlight of acquisition
efforts this year was the roll out
of GSK Pakistans Future Leaders
Programme (FLP). The FLP was
launched to the top Business and
Pharmaceutical institutes of the
country using an accelerated
development approach to nurture
GSKs future leaders. These
programmes are a proven way to
strengthen our leadership pipeline
while building breadth and adaptability
to support our organization in a
rapidly changing environment. During
our visits to various universities,
we introduced graduates to GSKs
global and local organization, whilst
highlighting the openness in GSKs
culture, the value added by our people
and the developmental opportunities
available to all our employees.
Employee
Development
GSK continued to provide developmental
opportunities to its employees at all
levels, with the aim of enhancing their
leadership and management skills,
to enable them to maximize their
potential and help achieve individual and
organizational goals.
A variety of workshops were
conducted in 2013 that included
trainings focused on tools to help
achieve Accelerated Delivery &
Performance and Project Management,
as well as those which aim to add
value to the employees personal
development, such as Communication
Skills and IT Essentials.
In 2013, one such training that
Employee
Engagement
At GSK Pakistan we value the
feedback provided by our employees
and ensure that the same is
incorporated in the way we work.
GSKs commitment to employee
involvement is evidenced by the
fact that the employee survey is a
regular practice which enables us
to continue doing what we do best
and focus on areas of improvement.
To reinforce that belief, a follow up
to last years global GSK survey was
conducted in 2013 to gauge levels of
employee engagement from across
the organization on 5 key areas
namely GSK Values, Engagement,
Sustainability and Resilience, Change
Management and Empowerment.
Employee
Awareness
In 2013, the HR Services team
conducted policy awareness sessions
New
Performance
Management
System
With the changing competitive
landscape and our continued focus
on patient health and well being, GSK
is determined to motivate employees
who deliver their very best. Thus,
a New Performance Management
System has been launched in 2013,
which will help inculcate enterprise
thinking with effective leadership and
accelerated deployment of strategy.
It also encourages a more proactive
approach to managing performance
and enabling employees by providing:
Clear description of what is
expected from them
Tools to help manage
performance proactively
A new performance measurement
scale
A Bonus Plan which will reward
employees for achievement of
individual objectives, delivered in
line with our Values and the new
Leadership Expectations.
All in all, GSK firmly believes that
the New Performance Management
System will facilitate increased
patient focus and greater access to
its products for all.
21
22
GSK
Medical Affairs
Medical Governance is a system
of principles, policies and
accountabilities which ensure that
we apply the generally recognized
philosophy of good medical science,
medical integrity, ethics and standards
to the development and marketing
of drugs, vaccines and medicinal
products. Under the umbrella of
Medical Governance, GSK Pakistan
has focused on its three domains:
clinical research, pharmacovigilance
and medical affairs. This year, our
primary focus has been on patient
Dermatology
With its wide range of products, Stiefel Pakistan
is a global contributor in the Dermatology
segment and adds value to GSKs diversified
global business. Our success lies in the diversity
we provide to patients and consumers, catering
to their needs through a variety of our skincare
products. Our vision is anchored in our ability to
deliver broad spectrum science-led innovative
skincare products. The Stiefel Pakistan team is
highly committed to ensure that our patients and
consumers benefit from healthy and radiant skin
by using quality branded products.
Stiefel Pakistan, a GSK company, continues to enjoy
market leadership in dermatology and has achieved
significant milestones in 2013 that include:
DermovateTM a widely used super potent topical steroid which provides
relief to patients suffering from Psoriasis, achieved the Rs. 500 million mark
Hydrozole a topical antifungal that provides rapid relief for nappy rash,
itching and other fungal disorders, surpassed the Rs. 100 million mark
Consumer
Healthcare
Consumer Healthcare has once again performed consistently in 2013. The
business has heavily invested time and resource in its key brands that include
Horlicks, Sensodyne and Panadol to enable the Company to best cater
to the needs of its customers. Despite economic challenges, the business,
has achieved over 30% increase in sales as compared to 2012. Consumer
Healthcare takes pride in providing quality products to customers to help realize
GSKs mission to enable people to do more, feel better, live longer.
23
24
GSK
Vaccines
Leading the way
to prevention
Flu Vaccine
- Exceeding
Expectations
During winter, GSK actively
conducted disease awareness
activities on influenza targeted to
help protect 90,000 people. The
campaign included activation of
9,000 pharmacies and 300 clinics
across Pakistan through awareness
material which included awareness
banners, educational booklets, and
posters. Awareness sessions were
also conducted simultaneously at
corporate organizations to educate
a wider audience on the benefits
of protecting themselves against
influenza.
Vaccines Digital
Launch
With the advent of the digital era,
the Pakistan Vaccines team is
working towards developing an
innovative online tool to facilitate
Know Hepatitis
A, to Stay
Away!
A disease awareness campaign on
Hepatitis A was conducted in more
than 25 schools around Pakistan in
which presentations were focused
towards teachers, mothers and
students to increase awareness of
Hepatitis A in Pakistan, its severity
and method of prevention.
Value of
Vaccines
2013 witnessed an enhanced
emphasis from the GSKs Vaccines
portfolio on the importance of
prevention through continued
initiatives that aim to broaden the
scope of vaccination in Pakistan.
The launch of the New Mothers
campaign focused to strengthen
child vaccination along with an
aggressive effort towards adult
vaccination that highlighted the
importance of vaccination for all
ages and not just limited to children.
GSK Pakistan took an initiative to
create access to vaccination and
collaborated with Essa Labs to
develop vaccination centres at three
of its major outlets in Karachi. GSK
also collaborated to set up a health
centre at Farids Supermarket, offering
shoppers the additional value of
health check-ups and vaccination
services under one roof for the
convenience of the general public.
25
26
GSK
Corporate Social
Responsibility
GSK is dedicated to being a socially
responsible global healthcare company
that places emphasis on the values
of transparency, respect for people,
integrity and patient focus. Our values
and principles form the core of all our
decision making, where we aim to put
patients first in order to enable them to
do more, feel better, live longer.
GSK in the
Community
GSK strives to make a difference in
the lives of communities around the
world, by investing in programmes
and collaborating with partners to
solve healthcare challenges via novel
solutions. Our dedication towards
improving the lives of people is
unwavering, and we continue to find
ways to invest in programmes that
make a difference.
Our programmes include:
CARE Initiative
Since 2009, GSK has been a
committed partner in finding
healthcare solutions by investing in
Lesser Developed Countries (LDCs).
In 2011, GSK partnered with CARE
International for their strong regional
presence and expertise in health
programme delivery. CARE is a
leading humanitarian organization
Continued support
against Neglected
Tropical Diseases
(NTDs)
Orange United
Orange United is GSKs own
employee volunteer campaign, where
activities are conducted to raise funds
to support programmes that aim to
meet the healthcare needs of the
worlds most vulnerable children and
help save their lives.
Across the globe, various GSK
sites came together during Orange
United Week to support healthcare
programmes for children. Book and
bake sales, Zumbathons and dodge
ball competitions were held across
the GSK community to raise funds
for the cause. This gave multiple GSK
sites an opportunity to work in unison
towards changing the lives of children
around the world.
27
28
GSK
CSR Initiatives
by GSK Pakistan
Flood
Response
In response to the flood of 2012 that
affected millions of people, especially
women and children living in various
districts of Baluchistan, Punjab and
Sindh, GSK Pakistan continued to
donate essential medicines in 2013.
This contribution addressed the
immediate healthcare needs of flood
affectees, who did not have access to
essential healthcare services.
Earthquake
Relief
The devastating earthquake that
struck in Avaran district of Baluchistan
caused loss of human lives and
seriously injured many individuals. GSK
Pakistan helped assess the needs of
these people and donated necessary
medications to the affectees.
The company partnered with agencies
such as the Pakistan Maritime
Security Agency (PMSA) and the
Pakistan Navy, who with their logistical
capability established relief camps for
those affected by the earthquake.
Bone Density
Screening
Programme
A significant population of the Parsi
Community comprises of senior
citizens, who are at high risk of
fractures and Osteoporosis. GSK
Pakistan partnered with BMH
Parsi Medical Relief Association
by donating funds to their cause
so that the elderly could receive
tests, physical examination and
consultation free of cost.
This programme would pre-empt any
mishaps and improve the quality of life
of the elderly community.
As ongoing initiatives, GSK
partners with two charitable
organizations it helped establish:
Concern For
Children
Concern for Children is a charitable
trust that was established with
GSKs support in 1997 and
partakes in projects focusing on
the development of communities.
CFCs mission is to plan and execute
projects for sustainable development
in Education, Health and Skills
for Women & Children living in
underserved communities.
With further support from GSK, CFC
established the Mother Child Health
Clinic (MCH) in Mohammadi (Machar)
Colony, which provides fully-staffed,
low-cost medical services to over
65 patients a day. In addition to free
medicines which are provided by
GSK, the clinic offers screenings,
treatments, referrals, access to
primary & preventive health care
at nominal costs. The clinic also
helps raise awareness of hygienic
practices to the community.
GSK also supported CFC in Project
Kitaab, which is a community
driven project that focuses on
the development of schools in
Mohammadi Colony. This project
aims to address problems such as
unqualified teachers, infrastructure
concerns, ventilation, sanitation,
and shortage of school supplies,
so that are these schools become
self-sustainable in the long run,
and are capable of providing quality
education in an environment that is
conducive to learning.
29
30
GSK
GSK Pharma
Launches 2013
Respiratory
(Salbutamol) EvohalerTM
At GSK, we strive to build a legacy of innovative quality products that enable
people to do more, feel better, live longer.
Keeping this in mind, the respiratory portfolio re-launched VentolinTM EvohalerTM
in 2013. This was an important milestone for the Company as VentolinTM has
been the brand of choice for asthmatic patients in Pakistan for over 25 years.
VentolinTM EvohalerTM provides short-acting (4 to 6 hours) bronchodilation with
fast onset (within 5 minutes) in reversible airways obstruction.
An important feature of VentolinTM EvohalerTM is the fact that it now contains
the environmentally friendly propellant called Hydrofluoroalkanes (HFA) 134a,
which replaces Chlorofluorocarbons (CFC), as its excipients. In addition to the
environmental benefits, VentolinTM EvohalerTM also offers other significant benefits
to patients for the management and prevention of attack in mild asthma and for
the treatment of acute exacerbations in moderate and severe asthma.
Anti-Infectives
(Co-amoxiclav)
A line extension of AugmentinTM by the name of AugmentinTM BD Suspension
457mg was launched in May 2013. AugmentinTM BD Suspension 457mg is a
valuable addition to the AugmentinTM family, building upon the strong heritage
of the AugmentinTM brand. The new SKU was introduced for its convenience to
patients, enabling increased patient compliance and resulting in better treatment.
Vaccines
(Oral Rotavirus Vaccine)
GSK Vaccines re-launched RotarixTM (Oral Rotavirus Vaccine) with a new, ready-to-use liquid formulation for the prevention
of Rotavirus gastroenteritis among infants. Aligned with GSKs access pricing initiative, RotarixTM Liquid was introduced at a
lower price compared to the existing SKU. The new liquid formulation facilitates easy administration of the vaccine to infants,
without any compromise on vaccine efficacy and effectiveness.
Achieving Milestones
Anti-Infectives
(Cefixime)
In 2013 FixVal was launched under the Value Health initiative, with the
purpose to provide greater access of quality medicines to patients at
affordable prices. While crossing the Rs.130 million sales mark, FixVal was the
2nd best launch in its category (Systemic Antibacterial), ranked 9th in terms of
value and 6th in terms of prescriptions.
(Co-amoxiclav)
In 2013, GSK Pakistans flagship brand AugmentinTM set a new benchmark
of Rs. 4 billion in sales, making it the only brand in Pakistans Pharmaceutical
history to have achieved this milestone. This classic antibiotic aligns with GSKs
commitment to provide patient focused solutions by delivering the reliability and
quality that the Company is renowned for. It is widely prescribed by doctors in
Pakistan as the first choice of antibiotics.
Multi-Vitamins
Theragran Ultra was launched by GSK Pakistan in 2012 to help people improve
their lifestyle and well-being. This multivitamin, comprises of a unique combination
of vitamins, minerals and electrolytes that benefit both men and women. Sales
crossed the Rs. 200 million sales mark in its first full year in 2013, which gave it
the No. 1 rank for a new product launch in Pakistan Pharma.
Iron Supplements
FefolVit was introduced into the market in 1981 for pregnant women, to help
improve the quality of their lives. Adding to GSKs legacy, sales of FefolVit, an iron,
vitamins and folic acid supplement, achieved the Rs. 500 million milestone in 2013.
Urology Portfolio
GSK Urology, which is one of the fastest growing portfolios in Pakistan, achieved
the Rs. 100 million milestone for sales in 2013. DuodartTM is a treatment for
Benign Prostatic Hyperplasia (BHP) that combines both alpha blockers and 5ARI
agents to provide quick relief from Lower Urinary Tract Symptoms and prevents the
development of long term complications. Moderate to severe BPH Patients now
have access to a therapy which enables them to enjoy a better quality of life.
Analgesics
(Paracetamol)
Aligned with GSKs vision to make a difference to the lives of people, Panadol has
always strived to remain a product of quality and value to its customers. With more
than 5 million prescriptions generated annually and sales crossing Rs. 2 billion
mark in 2013, Panadol has established itself as a household name in Pakistan.
31
32
GSK
Directors Profile
Mr. M. Salman Burney
Mr. Salman Burney is the VP/GM for
GSK Pakistan, Iran and Afghanistan. He
joined the Company in 1992 as Director
Marketing & Sales and was appointed
MD, SmithKline Beecham in 1997 with
additional responsibility for Iran and the
Caspian Region. He holds the position of
VP/GM for GSK in Pakistan and is currently
responsible for the GSK pharmaceutical
business in Pakistan, Iran & Afghanistan.
He has a degree in Economics from Trinity
College, University of Cambridge, UK
and began his career with ICI Pakistan in
Sales & Marketing within various roles in
Pakistan, African / Eastern Region at ICI
plc, London and as General Manager of ICIs
Agrochemicals & Seeds Business.
Salman Burney has been the President of
Pakistans Foreign Investors Chamber and
as Chair of the MNC Pharma Association
has led the industry interface with the
government on various issues.
33
34
GSK
Directors Profile
Ms. Erum Shakir Rahim
Ms. Erum Shakir Rahim started her career
in the media and worked in both advertising
and journalism. She joined SmithKline
Beecham in 1992 as Creative Services
Manager and has since held various
roles within the organization across the
Consumer Healthcare and Pharmaceutical
side of the business. In 2006, she was
appointed Director Business Development
and has worked in the capacity of Director
Marketing and Business Development,
GSK Pakistan, a position that she has held
since 2007. Since April 2013, She holds
the position of General Manager for GSK
Pharmaceuticals Malaysia and Brunei. She
is a member of the Board of Directors at
GSK Pakistan and is also a Trustee for
Concern for Children and Trust for Health
and Medical Sciences.
Human Resource
and Remuneration
Committee
Terms of Reference
Audit Committee
Terms of Reference
The Audit Committee meets at least
four times a year. The Committee assists
the Board in the effective discharge
of its responsibilities for corporate
governance and financial reporting. It
reviews the internal control systems
including financial and operational
controls, accounting systems and
reporting structure to ensure that they
are adequate and effective.
Management
Committees
Management Committee
Terms of Reference
The Management Committee ensures
smooth operations of the Company,
engages in strategic business
planning, decision making and overall
management of the Company. It also
Vision Team
The Vision team at GSK gives input
for alignment of the GSK strategy and
futuristic objectives. It primarily reviews
line capacities at the various sites over
the long term perspective focusing on
capacity constraints, potential for export
markets, product initiatives and new
packaging requirements.
35
36
GSK
Directors Report
to the Shareholders
The Board of Directors of GlaxoSmithKline
Pakistan Limited is pleased to present
to you the Annual Report along with the
Companys audited financial statements
for the year ended December 31, 2013.
The Directors Report has been prepared in accordance with section 236 of
the Companies Ordinance, 1984 and clause xvi of the Code of Corporate
Governance 2012. This report is to be submitted to the members at the Sixty
Seventh Annual General Meeting of the Company to be held on April 28th, 2014.
Operating results
Profit for the year before taxation
Taxation
Profit after taxation
Un-appropriated profit brought forward
Other comprehensive income
Profit available for appropriation
Appropriations:
Final dividend 2012
Cash
Bonus
Un-appropriated profit carried forward
Rs. in million
1,810
(748)
1,062
2,577
(54)
3,585
(1,052)
(263)
2,270
The Board of Directors is pleased to announce a final cash dividend of Rs. 3.5
per share amounting to Rs. 1,013 million and issue of 10 bonus shares for
every 100 shares held (10%), subject to the approval of the share holders in the
Annual General Meeting to be held on April 28th, 2014.
Despite a tough economic environment your company recorded an increase
of 9% over 2012 to post Net sales of Rs. 25.2 billion. Net profitability of the
Company was Rs. 1.1 billion which was adversely affected by factors such as
escalation in cost of goods sold and foreign exchange losses as explained more
fully in the CEO Review on pages 42 to 44.
37.1
40
35
30
25
16.0
3.7
2008
4.6
4.8
4.4
10
15.5
15
20.0
20.9
20
5.2
Pattern of
Shareholding
11.5
Chairman / Chief
Executives review
6.6
Holding Company
2009
2010
2011
2012
2013
Rupees
Number of times
Corporate Social
Responsibility
(CSR)
GSK is committed to excellence, and
aims to conduct business practices
aligned with our values. Corporate
Social Responsibility is therefore an
integral part of how we work as an
organization. At GSK, we participate
in community support projects at
every level, focusing on Health,
Education and General Medical Relief.
Our employees also participate in a
skills-based volunteering initiative that
enables them to make a sustainable
difference in communities and
patients in need.
37
GSK
Directors Report
2009
2010
11.6
10.6
Human Resource
Development
and Succession
Planning
Environment,
Health and Safety
(EHS)
10.9
9.4
9.6
7.7
38
6
4
2
0
2008
2011
2012
2013
Business Ethics
and Anti-Corruption
Measures
The values of Integrity and transparency
lie at the heart of what we do at
GSK. The Board of Directors of the
Company has set down the acceptable
business practices and behaviors in a
Code of Conduct/Statement of Ethics
and Business Practices to promote
integrity and ethics. The Code has
been disseminated for signing by all
the employees, including the senior
management and Board and is also
available on the Companys website.
Salient features of the Code of Conduct
are provided in brief on page 10.
Board of Directors
Meetings and
Attendance
The Board of Directors met five
(05) times in 2013; each members
attendance at these meetings is listed
below:
Name
Meetings
attended
Mr. M. Salman Burney
5
Mr. Husain Lawai
4
Mr. Rafique Dawood
5
Mr. Shahid Mustafa Qureshi
4
Mr. Yahya Zakaria
5
Mr. Mehmood Mandviwalla
4
Mr. Maqbool-ur-Rehman
4
Ms. Erum S. Rahim
1
Ms. Fariha Salahuddin
1
Mr. Shoaib Pasha*
2
Mr. Muzaffar Iqbal*
Nil
Leave of absence was granted to the
Directors who could not attend some
of the board meetings.
Audit Committee
The Audit Committee consists of
three members, all of whom are
non-executive directors including
the chairman of the committee. The
terms of reference of this Committee
have been determined in accordance
with the guidelines provided in the
Listing Regulations and advised to the
Committee for compliance (refer page
35). The Committee held five (05)
meetings during the year.
An independent Internal Audit
function headed by the Chief
Internal Auditor and reporting to the
Chairman / Chief Executive and the
Boards Audit Committee reviews the
corporate accounting and financial
reporting process, the effectiveness
and adequacy of internal controls,
the management of risks and the
external and internal audit process.
In addition to this, the Internal Audit
Function also utilizes the services of
independent audit firms to examine
company records and operations
to ensure fair financial reporting
processes, compliance with applicable
laws and adherence with internal
control systems. The attendance of
members in the meetings and the
terms of reference of the Committee
are provided on pages 35.
Human Resource
and Remuneration
Committee
A Human Resource & Remuneration
Committee was formed in October
2012 to comply with the requirements
of Code of Corporate Governance
2012. It comprises of 5 members, the
majority of whom are non-executive
directors. The committee is involved in
making recommendations to the board
regarding executives remuneration,
performance evaluation and succession
planning etc. The Committee held its
first meeting in April 2013. The terms
of reference of the Committee are
provided in detail on page 35.
Management
Committee
The Management Committee
comprises of 08 senior members who
meet and discuss significant business
plans, issues and progress updates of
their respective functions. Significant
matters to be put forth in the Board
as per the Code of Corporate
Governance are also discussed for
onward approval.
Risk Management,
Governance and
Classification
Risk Management and Compliance
Board (RMCB) is responsible for
identifying, assessing, treating,
monitoring and reporting on
significant risks associated with the
business.
39
40
GSK
Impact
5
Almost certain Catastrophic
4 Likely Major
3 Moderate Moderate
2 Modest Unlikely
1 Minor Rare
Auditors
The present auditors, Messrs
A.F. Ferguson & Co. Chartered
Accountants, retire and being
eligible, have offered themselves
for re-appointment. The Board of
Directors endorses recommendation
of the Audit Committee for their
Value of Investment
d.
e.
f.
g.
3.9 %
30.9%
Subsequent Events
No material changes or commitments
affecting the financial position of the
Company have occurred between
the end of the financial year of the
Company and the date of this report.
Value of
Investments of
Provident, Gratuity
and Pension Funds
The Company maintains retirement
benefits plans for its employees.
Value of investments of provident and
gratuity funds based on un-audited
accounts as of December 31, 2013
(audit in progress) was as follows:
2013
Rs. In millions
Provident fund
Gratuity fund
Pension fund
2,257
1,071
134
65.2%
Provident Funds
Pension Funds
Gratuity Funds
Contribution to
National Exchequer
and Economy
Your Company made a total
contribution of Rs. 3,227 million to the
National Exchequer by way of custom
duties, income tax, sales tax and
employees tax during the year 2013.
Corporate and
Financial Reporting
Framework
a.
b.
c.
Appropriate accounting
policies have been consistently
applied in preparation of
financial statements, except for
changes as explained in note
3 of the financial statements,
and accounting estimates
are based on reasonable and
prudent judgment.
M. Salman Burney
Chairman / Chief Executive
Yahya Zakaria
Director
Karachi
February 07, 2014
41
GSK
Chairman/Chief
Executive Review
15,000
10,000
25,231
23,150
20,000
21,750
25,000
18,916
Overview of
Economy &
Business
16,754
I am pleased
to present the
Annual report of
your Company for
the financial year
ended December
31, 2013.
13,403
42
5,000
0
2008
2009
2010
2011
2012
2013
Business Review
The Net sales of the Company were
recorded at Rs. 25.2 billion with a
growth of 9% during 2013.
Underlying growth in the Pharma
segment was at 9.4%, after adjusting
for the impact of the divestment of
the Animal Health business, product
shortages, due to manufacturing
and regulatory bottlenecks, and
supply constraints in imported
products. Various Oncology,
Respiratory, Anesthetics, Anti-Virals,
Anti-Diarrhoeals and Cough & Cold
products recorded double digit growth
during the year.
The Consumer Health Care segment
continued to perform very well with
strong growth of 38%, achieving
overall sales of Rs. 3.7 billion for
the year. Panadol, Sensodyne and
Horlicks were the main contributors to
this growth, reflecting our focus and
1,327
1,062
1,141
1,000
1,057
1,500
1,041
1,955
43
500
2008
2009
2010
2011
2012
2013
GSK
1,498
1,500
1,200
300
0
515
2008
2009
2010
2011
725
600
835
790
900
475
44
2012
2013
Dividends
Maintaining a history of good returns
and payouts, the Board of Directors
of the Company, in its meeting held
on February 07, 2014, have proposed
a cash dividend of Rs. 3.5 (2012: Rs.
4.0) per share and also an issue of 10
bonus shares for every 100 shares
held (2012: 10 bonus shares for
every 100 shares held).
Intellectual
property
The use of scientific research and
knowledge and creation of new
innovative healthcare solutions
remains central to our values,
however, the effective legal protection
of our intellectual property in
future of such new research based
therapies is equally important for
ensuring a reasonable return on the
heavy investment required for the
research and introduction of new
groundbreaking treatments.
The IPR laws in Pakistan have
improved over the years in the wake
Acknowledgment
The Companys success is owed to
talented employees, whose passionate
& unwavering commitment and efforts
to excel in what we do have helped
sustain companies operations in
these challenging times.
On behalf of the Board, I would take
the opportunity to thank all team
members, our valued customers and
suppliers and our shareholders for
their consistent support and look
forward to delivering results for all our
stakeholders in the coming years.
M. Salman Burney
Chairman / Chief Executive
Karachi
February 07, 2014
45
Financial Performance
at a Glance
(Re-stated)
Rupees in million
2013
2012
Net sales
25,231
23,150
Gross profit
6,224
6,045
Operating profit
1,969
2,369
1,810
2,322
748
995
1,062
1,327
Taxation
Profit after taxation
Dividend - cash*
1,013.3
1,052.8
3.5
4.0
289.5
263.2
2,895.2
2,632.0
* Represents final cash dividend @ Rs. 3.5 per share (2012: Rs. 4.0) and also issue of bonus shares @ 10% (2012: 10%)
proposed by the Board of Directors subsequent to the year end.
Payout to Shareholders
Rupees in million
2,000
8,000
1,621
2009
2010
1,053
957
290
2008
263
Cash Dividend
Bonus Shares
239
2013
832
853
2012
1,013
6,045
2011
500
312
2010
1,969
2009
2,369
2008
Gross Profit
Operating Profit
1,500
1,000
2,273
4,239
3,856
1,000
1,953
2,000
1,751
3,000
3,078
4,000
4,853
5,000
5,818
6,000
6,224
7,000
2011
2012
2013
46
GSK
Balance Sheet
Assets employed
Fixed Assets - tangible
- property, plant and equipment
5,973
Assets - intangible
- Goodwill
956
Investments -
Long-term loans and deposits
87
Net current assets
5,196
12,212
Less: Non-Current Liabilities
Staff retirement benefits - Staff gratuity
251
Deferred taxation
612
5,815
4,794
4,190
3,830
2,415
956
-
99
5,231
956
-
94
5,725
956
-
85
6,101
956
169
73
6,057
172
69
6,032
12,101
11,569
11,332
11,085
8,688
175
531
214
367
115
417
73
418
21
312
863
706
581
532
491
333
11,349
11,395
10,988
10,800
10,594
8,355
2,895
8,454
2,632
8,763
2,393
8,595
1,964
8,836
1,707
8,887
1,707
6,648
Shareholders Equity
11,349
11,395
10,988
10,800
10,594
8,355
23,150
6,045
2,369
2,322
995
1,327
2,716
1,316
10,624
21,750
5,818
2,273
2,237
1,096
1,141
2,599
1,196
10,853
18,916
4,853
1,952
1,932
874
1,058
2,324
1,144
9,388
16,754
4,239
1,751
1,706
665
1,041
2,061
853
9,585
13,403
3,856
3,078
3,001
1,046
1,955
3,309
1,621
7,659
Net sales
Gross profit
Operating profit
Profit before taxation
Taxation
Profit after taxation
EBTIDA
Cash Dividend including bonus shares
Sales per employee
Return on Equity
Percentage
2008
2010
200
20
1,043
2013
10.3
9.8
9.8
2012
863
1,201
10
706
581
2011
2008
2009
2010
2011
2012
2013
152.1
147.5
136.2
109.3
100
50
5
0
200.0
150
9.4
5,973
5,815
5,196
5,231
5,725
4,794
2,222
2009
532
491
333
241
1,198
2,000
1,041
3,000
250
15
2,415
4,000
1,000
6,101
3,830
5,000
4,190
6,057
6,000
25
6,032
7,000
11.6
8,000
23.4
25,231
6,224
1,969
1,810
748
1,062
2,323
1,303
11,643
75.9
75.9
2008
High
111.0
90.0
88.2
71.8
2009
Closing
67.1
65.0
2010
81.8
73.3
63.1
61.0
2011
2012
Low
68.0
2013
Cashflows
Operating Activities
Investing Activities
Financing Activities
Changes in Cash equivalents
Cash & equivalents - Year end
Rs. in million
Rs. in million
Rs. in million
Rs. in million
Rs. in million
1,057
(285)
(990)
(218)
2,097
2,057
(1,167)
(900)
(10)
2,316
127
(558)
(782)
(1,213)
2,326
2,433
(739)
(849)
845
3,538
1,348
(262)
(1,189)
(103)
2,693
(402)
572
(1,698)
(1,528)
2,725
3.5
10.0
136.2
152.1
68.0
4.0
10.0
73.3
81.8
61.0
4.0
10.0
67.1
90.0
63.1
4.0
15.0
88.2
111.0
65.0
3.5
39,435
1.7
19,300
1.4
16,050
1.7
17,321
2.1
18,649
1.6
12,961
Financial Highlights
5.0
-
109.3
147.5
71.8
9.5
75.9
200.0
75.9
Profitability Ratios
Profit before tax ratio
Gross Yield on Earning Assets
Gross Spread ratio
Cost / Income ratio
Return on Equity
Return on Capital employed
Gross Profit ratio
Net Profit to Sales
EBITDA Margin to Sales
Operating leverage ratio
%
%
Times
Times
%
%
%
%
%
Times
7.2
7.6
0.2
0.7
9.4
6.2
24.7
4.2
9.2
(1.9)
10.0
6.9
0.2
0.6
11.6
8.4
26.1
5.7
11.7
0.7
10.3
14.8
0.2
0.6
10.3
7.5
26.8
5.2
11.9
1.1
10.2
8.7
0.2
0.6
9.8
7.2
25.7
5.6
12.2
0.9
10.2
12.8
0.2
0.6
9.8
8.3
25.3
6.2
12.0
(1.7)
22.4
12.8
0.5
0.4
23.4
18.8
28.8
14.6
24.1
0.6
Rupees
Times
Times
%
Times
Times
3.7
37.1
0.0
2.6
1.0
1.1
4.6
16.0
0.0
5.5
0.9
1.2
4.3
15.5
0.0
6.0
0.9
1.1
4.4
20.0
0.0
4.5
0.9
1.1
5.2
20.9
0.0
4.6
1.0
1.0
11.5
6.6
0.0
12.5
0.8
1.2
Rupees
39.2
43.3
45.9
51.9
50.9
49.0
Rupees
39.2
43.3
45.9
51.9
50.9
49.0
Investment/Market Ratios
Earnings per share (EPS)
Price Earnings ratio
Price to Book ratio
Dividend Yield ratio
Dividend Payout ratio
Dividend Cover ratio
Break-up Value per share without
Surplus on Revaluation of Fixed
Assets
Break-up Value per share including
the effect of Surplus on
Revaluation of Fixed Assets
47
48
GSK
11.7
39.2
0.1
0.6
12.4
14.3
43.3
0.1
0.4
49.9
15.1
45.9
0.0
0.4
62.2
24.9
51.9
0.0
0.4
97.5
19.9
62.1
0.0
0.0
39.2
28.7
49.0
0.0
0.3
40.0
2.1
1.9
0.8
0.3
4.2
2.6
2.3
1.0
0.5
8.9
3.0
2.5
1.0
0.5
0.6
1.5
2.7
1.5
0.8
12.9
0.9
2.8
1.4
0.6
8.0
1.3
4.1
2.3
1.4
(3.0)
3.1
117
68.1
5
12.3
30
1.4
4.5
93
3.1
119
23.3
16
10.8
34
1.3
4.5
100
3.0
121
14.3
26
13.5
27
1.2
4.4
119
3.2
115
23.6
15
21.0
17
1.3
5.5
113
Liquidity Ratios
Advances to Deposits ratio
Current ratio
Quick / Acid test ratio
Cash to Current Liabilities
Cash flow from Operations to Sales
Times
Times
Times
Times
%
Times
Days
Times
Days
Times
Days
Times
Times
Days
3.3
112
72.1
5
10.5
35
1.4
4.2
82
Current Ratio
Number of Times
2011
2012
2013
2008
Inventory
Debtors
2009
112
117
117
119
2010
2010
2009
5
0
2008
16
30
26
60
15
1.9
2.3
90
2.5
2.7
2.8
115
4.1
120
121
150
3.1
117
66.7
5
12.8
28
1.4
4.0
94
2011
2012
2013
Statement of
Value Added
Re-stated
2013
2012
Rs. 000
%
Rs. 000
Revenue Generated
25,946,631
100.0
23,652,934
100.0
17,679,113
68.1
15,910,501
67.3
2,617,175
10.1
2,160,108
9.1
519,532
2.0
362,609
1.5
Income tax
747,609
2.9
995,243
4.2
153,230
0.6
192,617
0.8
Sales tax
260,837
1.0
172,845
0.7
To Government 1,161,676
4.5
1,360,705
5.7
Total revenue
Revenue distributed
Bought-in -materials and Services
Selling, Marketing and Distribution Expenses
Administrative Expenses and Financial Charges
2,902,188
11.2
2,509,496
10.6
To Employees
2,902,188
11.2
2,509,496
10.6
4,684
0.0
23,011
0.1
To Society 4,684
0.0
23,011
0.1
Cash dividend*
1,013,305
3.9
1,052,784
4.5
To Shareholders
1,013,305
3.9
1,052,784
4.5
48,958
0.2
273,720
1.2
25,946,631
100.0
23,652,934
100.0
Donations
Retained in the Business
* Represents final cash dividend @ Rs. 3.5 per share proposed by the Board of Directors subsequent to the year end.
2.0%
To Government
To Employees
10.1%
To Society
To Shareholders
68.1%
49
50
GSK
Horizontal Analysis
(0.4)
22.2
38.0
3.7
21.5
7.0
1.7
9.3
9.0
1.9
8.4
6.4
26.8
47.4
72.7
2.9
16.8
10.0
10.4
5.2
3.7
3.2
35.8
4.5
2.1
16.4
17.6
(2.3)
11.7
(0.6)
4.0
2.7
89.3
18.0
0.4
6.0
Total Assets
10.4
5.2
3.7
3.2
35.8
4.5
25.0
31.1
10.0
46.7
63.7
(26.9)
(63.8)
(43.1)
(41.6)
(43.2)
(36.4)
(46.8)
26.3
43.4
(2.4)
9.7
6.8
(7.1)
100.0
15.3
541.7
12.9
5.9
17.0
6.4
7.4
3.9
8.5
(23.2)
(0.7)
(28.5)
4.2
30.1
3.8
(9.2)
16.3
15.0
13.3
19.9
21.8
22.8
13.4
16.2
16.5
82.4
15.8
25.3
7.9
12.9
12.4
14.5
18.1
(2.9)
12.5
(14.2)
11.5
(55.6)
13.2
31.4
1.6
Vertical Analysis
63.3
4.8
31.9
70.1
4.3
25.6
71.1
3.8
25.1
72.5
3.6
23.9
73.4
3.4
23.2
78.6
3.1
18.3
100.0
100.0
100.0
100.0
100.0
100.0
39.1
60.9
42.3
57.7
37.8
62.2
35.1
64.9
34.8
65.2
25.0
75.0
Total Assets
100.0
100.0
100.0
100.0
100.0
100.0
100.0
74.3
25.7
12.2
4.4
0.9
2.1
10.3
0.1
10.2
4.6
5.6
100.0
74.7
25.3
11.6
5.1
0.9
2.8
10.5
0.3
10.2
4.0
6.2
100.0
71.2
28.8
9.9
3.9
1.6
9.6
23.0
0.6
22.4
7.8
14.6
100.0
75.3
24.7
14.4
3.6
0.6
1.8
7.8
0.6
7.2
3.0
4.2
100.0
73.9
26.1
13.1
3.4
0.8
1.4
10.2
0.2
10.0
4.3
5.7
100.0
73.2
26.8
12.8
4.7
0.9
2.1
10.5
0.2
10.3
5.0
5.3
51
52
GSK
Rupees in 000
2013 2012
25,296,211
23,109,940
(19,893,193)
(17,342,267)
(2,711,605)
(2,353,555)
(206,333)
(227,960)
(20,241)
(58,347)
(181,702)
(140,308)
(16,147)
(16,316)
(1,210,352)
(909,348)
(104)
(4,981)
1,056,534
2,056,858
(725,019)
(1,497,581)
Cash Flows From Investing Activities
91,982
152,891
Investments encashed
186,500
Return on investments
161,339
177,952
(285,198)
(1,166,738)
(989,812)
(900,008)
(989,812)
(900,008)
(218,476)
(9,888)
Dividends paid
Net cash used in financing activities
2,315,744
2,325,632
2,097,268
2,315,744
Delivering
sustainable
profitable
growth
Financial
Highlights
2.0+
times
Sales Revenue
25,231 M (2013) | 23,150 M (2012)
9%+
Market Capitalization
39,435 M (2013) | 19,300 M (2012)
Dividend Payout
95.4% (2013) | 87.3% (2012)
12
days
9.3%+
Operating Cycle
82 days (2013) | 94 days (2012)
2.3+
times
Contents
Statement of Compliance
with the Code of Corporate Governance............................................... 02
Review Report to the Members on Statement of Compliance
with the Code of Corporate Governance............................................... 04
Auditors Report to the Members..................................................................... 05
Balance Sheet.............................................................................................................. 06
Profit and Loss Account.........................................................................................07
Cash Flow Statement.............................................................................................. 08
Statement of Changes in Equity....................................................................... 09
Notes to and forming part of the Financial Statements................... 10
Pattern of Shareholding......................................................................................... 43
Categories of Shareholders................................................................................. 44
Shareholding Information...................................................................................... 45
Notice of Annual General Meeting................................................................. 46
Factories and Distribution / Sales Offices................................................ 48
Form of Proxy................................................................................................................ 49
Glossary
GSK
This statement is being presented to comply with the Code of Corporate Governance (the Code) contained in Regulation No. 35 of
listing regulations of Karachi and Lahore Stock Exchanges for the purpose of establishing a framework of good governance, whereby
a listed company is managed in compliance with the best practices of corporate governance.
The company has applied the principles contained in the Code in the following manner:
1.
The company encourages representation of independent non-executive directors and directors representing minority interests
on its Board of Directors. At present the Board includes:
Independent Directors*
Non-Executive Directors
Executive Directors
Mr.
Mr.
Mr.
Mr.
*The independent directors meet the criteria of independence under clause i (b) of the Code of Corporate Governance 2002.
Requirement of the Code of Corporate Governance 2012 in this respect will be applied from the next election of the Board.
2.
The Directors have confirmed that none of them is serving as a director on more than seven listed companies, including this
company.
3.
All the resident directors of the company are registered as taxpayers and none of them has defaulted in payment of any loan
to a banking company, a Development Financial Institution or a Non-Banking Financial Institution or, being a member of a stock
exchange, has been declared as a defaulter by that stock exchange.
4.
A casual vacancy occurring on the board during the year on April 18, 2013 was filled up by the directors within ninety days.
5.
The company has prepared a Code of Conduct and has ensured that appropriate steps have been taken to disseminate it
throughout the company along with its supporting policies and procedures.
6.
The Board has developed a vision/mission statement, overall corporate strategy and significant policies of the company. The
Board has delegated the authority for approval of significant policies to the Chief Executive. A complete record of particulars
of such significant policies along with the dates on which they were approved or amended has been maintained.
7.
All the powers of the Board have been duly exercised and decisions on material transactions, including appointment and
determination of remuneration and terms and conditions of employment of the Chief Executive Officer, other executive and
non-executive directors, have been taken by the Board.
8.
The meetings of the Board were presided over by the Chairman and the Board met at least once in every quarter. Written
notices of the Board meetings, along with agenda and working papers, were circulated at least seven days before the meeting.
The minutes of the meetings were appropriately recorded.
9.
During the year one director obtained certification under the directors training program.
10.
No new appointment of the Chief Financial Officer, Company Secretary or Chief Internal Auditor was made during the year. The
remuneration of Chief Financial Officer, Company Secretary and Chief Internal Auditor was approved by the board.
M. Salman Burney
Shahid Mustafa Qureshi
Maqbool ur Rehman
Yahya Zakaria
11.
The Directors Report for this year has been prepared in compliance with the requirements of the Code and fully describes the
salient matters required to be disclosed.
12.
The financial statements of the company were duly endorsed by Chief Executive Officer and Chief Financial Officer before
approval of the Board.
13.
The Directors, Chief Executive Officer and executives do not hold any interest in the shares of the company other than that
disclosed in the pattern of shareholding. The Board has set up the threshold for other employees for the purpose of disclosing
trades in the shares of the company.
14.
The company has complied with all the corporate and financial reporting requirements of the Code.
15.
The Board has formed an Audit Committee. It comprises three members, all of whom are non-executive directors and the
chairman of the committee is an independent director.
16.
The meetings of the Audit Committee were held at least once every quarter prior to approval of interim and final results of
the company and as required by the Code. The terms of reference of the committee have been formed and advised to the
committee for compliance.
17.
The Board has formed an HR and Remuneration Committee. It comprises five members, of whom four are non-executive
directors including the chairman of the committee.
18.
The Board has outsourced the internal audit function to Ernst & Young Ford Rhodes Sidat Hyder & Co., Chartered Accountants,
who are considered suitably qualified and experienced for the purpose and are conversant with the policies and procedures of
the company.
19.
The statutory auditors of the company have confirmed that they have been given a satisfactory rating under the quality control
review program of the ICAP, that they or any of the partners of the firm, their spouses and minor children do not hold shares
of the company and that the firm and all its partners are in compliance with International Federation of Accountants (IFAC)
guidelines on code of ethics as adopted by the ICAP.
20.
The statutory auditors or the persons associated with them have not been appointed to provide other services except in
accordance with the listing regulations and the auditors have confirmed that they have observed IFAC guidelines in this regard.
21.
The closed period, prior to the announcement of interim/final results, and business decisions, which may materially affect the
market price of companys securities, was determined and intimated to Directors, employees and stock exchanges.
22.
Material/price sensitive information has been disseminated among all market participants at once through the stock exchanges.
23.
The related party transactions have been placed before the Audit Committee and approved by the Board of Directors along
with pricing methods.
24.
We confirm that all other material principles enshrined in the Code have been complied with.
Karachi
February 07, 2014
M. Salman Burney
Chairman / Chief Executive
GSK
GSK
Balance Sheet
NON-CURRENT ASSETS
Fixed assets
4
Intangible - goodwill
5
Long-term loans to employees
6
Long-term deposits
5,973,404
955,742
70,079
16,865
5,814,504
955,742
81,959
16,761
4,793,793
955,742
82,005
11,780
7,016,090
6,868,966
5,843,320
CURRENT ASSETS
Stores and spares
7
Stock-in-trade
8
Trade debts
9
Loans and advances
10
Trade deposits and prepayments
11
Interest accrued
Refunds due from government
12
Other receivables
13
Taxation - payments less provision
Investments
14
Cash and bank balances
15
156,548
6,271,405
349,950
248,463
118,592
9,753
46,951
392,202
1,231,588
224,269
1,872,999
140,691
5,080,220
350,362
243,070
92,542
12,205
40,759
445,872
660,092
198,118
2,117,626
136,650
5,602,526
343,404
163,378
54,657
30,372
17,104
331,498
600,742
196,706
2,128,926
10,922,720
9,381,557
9,605,963
SHARE CAPITAL AND RESERVES
Share capital
16
Reserves
17
17,938,810
16,250,523
15,449,283
2,895,156
8,454,157
2,631,960
8,761,478
2,392,691
8,594,700
11,349,313
11,393,438
10,987,391
18
19
250,977
612,012
175,280
530,750
213,906
366,975
CURRENT LIABILITIES
Trade and other payables
20
Provisions
21
862,989
706,030
580,881
5,561,429
165,079
3,950,339
200,716
3,663,772
217,239
5,726,508
4,151,055
3,881,011
6,589,497
CONTINGENCIES AND COMMITMENTS 22
17,938,810
The annexed notes 1 to 45 form an integral part of these financial statements.
4,857,085
4,461,892
16,250,523
15,449,283
NON-CURRENT LIABILITIES
Staff retirement benefits
Deferred taxation
M. Salman Burney
Yahya Zakaria
(Re-stated)
Rupees 000
Note
2013 2012
Net sales
23
25,230,878
23,149,964
Cost of sales
24
(19,007,165)
(17,104,983)
6,223,713
6,044,981
(3,028,364)
Gross profit
Selling, marketing and distribution expenses
25
(3,635,914)
Administrative expenses
26
(920,396)
(784,866)
27
(153,230)
(192,617)
Other income
28
454,916
330,125
1,969,089
2,369,259
(159,217)
(47,512)
1,809,872
2,321,747
(747,609)
(995,243)
1,062,263
1,326,504
Operating profit
Financial charges
29
30
(81,095)
55,149
Impact on taxation
27,491
(18,529)
(53,604)
36,620
1,008,659
1,363,124
Rs. 3.67
Rs. 4.58
31
M. Salman Burney
Yahya Zakaria
GSK
Note
2013 2012
32
2,355,352
3,035,934
(100,242)
(64,793)
(1,210,352)
(909,348)
11,776
(4,935)
1,056,534
2,056,858
(725,019)
(1,497,581)
91,982
CASH FLOWS FROM INVESTING ACTIVITIES
152,891
186,500
Interest received
161,339
177,952
(285,198)
(1,166,738)
(989,812)
(900,008)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividend paid
Net decrease in cash and cash equivalents
(218,476)
2,315,744
2,325,632
2,097,268
2,315,744
33
(9,888)
M. Salman Burney
Yahya Zakaria
Capital reserves
General Unappropriated
Reserve
Issue of
reserve
profit
arising on
bonus
amalgamation
shares
Total
Balance as at January 1, 2012 -
as previously reported
2,392,691
-
2,392,691
2,184,238
2,184,238
3,999,970
-
3,999,970
2,531,673
(121,181)
2,410,492
11,108,572
(121,181)
10,987,391
Final dividend for the year ended
-
-
(957,077)
239,269
(239,269)
(239,269)
(957,077)
239,269
1,326,504
1,326,504
36,620
36,620
1,363,124
1,363,124
2,577,270
11,393,438
- net of tax
2,631,960
2,184,238
3,999,970
Final dividend for the year ended
-
-
(1,052,784)
263,196
(263,196)
(263,196)
(1,052,784)
263,196
1,062,263
1,062,263
(53,604)
1,008,659
1,008,659
2,269,949
11,349,313
- net of tax
(53,604)
2,895,156
2,184,238
3,999,970
M. Salman Burney
Yahya Zakaria
10
GSK
The Company is incorporated in Pakistan as a limited liability company and is listed on the Karachi and Lahore Stock
Exchanges. It is engaged in manufacturing and marketing of research based ethical specialties, other pharmaceutical
and consumer products.
The Company is a subsidiary of S.R. One International B.V., Netherlands, whereas its ultimate parent company is
GlaxoSmithKline plc, UK.
2.
The principal accounting policies applied in the preparation of these financial statements are set out below.
2.1
Basis of preparation
Statement of compliance
These financial statements have been prepared in accordance with approved accounting standards as applicable in
Pakistan. Approved accounting standards comprise of such International Financial Reporting Standards (IFRS) issued
by the International Accounting Standards Board as are notified under the Companies Ordinance, 1984, provisions of
and directives issued under the Companies Ordinance, 1984. In case requirements differ, the provisions or directives of
the Companies Ordinance, 1984 shall prevail.
2.2
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
There have been no critical judgments made by the Companys management in applying the accounting policies that
would have effect on the amounts recognised in the financial statements.
Changes in accounting standards, interpretations and pronouncements
(a)
Standards, interpretations and amendments to published approved accounting standards that are
effective in the current year and are relevant
The amendments to following standards have been adopted by the Company for the first time for the financial
year beginning on January 1, 2013:
Amendment to IAS 1 - Presentation of Financial Statements. The main change resulting from these amendments
is a requirement for entities to group items presented in other comprehensive income (OCI) on the basis of
whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments). There is
no effect on the amounts recognised in these financial statements other than such classification that has been
disclosed in the other comprehensive income.
Amendment to IAS 19 - Employee benefits. The changes on the Companys accounting policies has been as
follows: to immediately recognise all past service costs; and to replace interest cost and expected return on
plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit
liability / (asset). Impacts on the financial statements due to these changes have been disclosed in note 3 of
these financial statements.
(b)
Standards, interpretations and amendments to published approved accounting standards that are
effective in the current year and are not relevant
Other new standards, amendments and interpretations that are mandatory for accounting periods beginning on
January 1, 2013 are considered not to be relevant for the Companys financial statements and hence have not
been detailed in these financial statements.
(c)
Standards, interpretations and amendments to published approved accounting standards that are not
yet effective
There are amendments to existing approved accounting standards and new interpretations that are not yet
effective and are considered not to be relevant for the Companys financial statements and hence have not been
detailed in these financial statements.
2.3
These financial statements have been prepared under the historical cost convention except as otherwise disclosed in
the accounting policies below.
2.4
Contributions to the gratuity and pension schemes are based on actuarial recommendations. The latest actuarial
valuations of the schemes were carried out as at December 31, 2013 using the Projected Unit Credit Method.
Retirement benefits are payable to employees on completion of prescribed qualifying period of service under the
schemes.
2.4.2 The Company also operates approved contributory provident funds for all its permanent employees.
2.5 Compensated absences
The Company provides for compensated absences of its non-management employees on unavailed balance of leave in
the period in which the leave is earned.
2.6 Taxation
2.6.1 Current
The charge for current taxation is based on taxable income at the current rates of taxation after taking into account tax
credits and rebates available, if any, and taxes paid under the final tax regime.
11
12
GSK
Deferred tax is accounted for using the balance sheet liability method on all temporary differences arising between tax
bases of assets and liabilities and their carrying amounts. Deferred tax liability is recognised for all taxable temporary
differences and deferred tax asset is recognised to the extent that it is probable that taxable profits will be available
against which the deductible temporary differences, unused tax losses and tax credits can be utilised. Deferred tax is
charged or credited in the profit and loss account except for deferred tax arising on revaluation of available for sale
investments and remeasurements of retirement benefits obligations which are recognised in other comprehensive
income.
2.7 Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events,
it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount
can be made.
2.8
Property, plant and equipment are stated at cost less accumulated depreciation / amortisation and accumulated
impairment.
Depreciation is charged using the straight line method whereby the carrying value of an asset less estimated residual
value, if not insignificant, is written off over its estimated remaining useful life. Depreciation / amortisation on assets is
charged from the month of addition to the month of disposal. Cost of leasehold lands is amortised over the period of
the lease.
Major spare parts and stand-by equipment qualify for recognition as property, plant and equipment when the entity
expects to use these for more than one year. Transfers are made to relevant operating assets category as and when
such items are available for use.
Maintenance and normal repairs are charged to income as and when incurred. Major renewals and improvements are
capitalised and the assets so replaced, if any, are retired.
Gains and losses on disposal of fixed assets are included in income currently.
2.9 Impairment
Carrying values of assets are reviewed for impairment when events or changes in circumstances indicate that the
carrying value may not be recoverable. If any such indication exists, assets or cash-generating units are tested for
impairment. Cash-generating units to which goodwill is allocated are tested for impairment annually. Where the carrying
values of assets or cash-generating units exceed the estimated recoverable amount, these are written down to their
recoverable amount and the resulting impairment is charged to profit and loss account.
Impairment is reversed only if there has been a change in estimates used to determine recoverable amounts and only to
the extent that the revised carrying value does not exceed the carrying value that would have existed, had no impairment
been recognised, except impairment of goodwill which is not reversed.
2.10 Goodwill
Goodwill represents excess of consideration transferred over the fair value of the interest acquired in the net assets of
an entity. After initial recognition, it is carried at cost less accumulated impairment, if any.
These are valued at lower of cost, determined using moving average method, and estimated recoverable amount. Items
in transit are valued at cost comprising invoice value plus other charges incurred thereon. Provision is made for items
which are obsolete and slow moving.
2.12 Stock-in-trade
These are valued at the lower of cost and net realisable value. Cost is determined using first-in first-out method.
Cost of raw and packing materials comprise of purchase price including directly related expenses less trade discounts.
Cost of work-in-process and finished goods include cost of raw and packing materials, direct labour and related
production overheads.
Net realisable value signifies the estimated selling price in the ordinary course of business less costs necessarily to be
incurred to make the sale.
2.13 Trade debts
Trade debts are initially valued at the invoice value and then carried at amortised cost. Provision is made against debts
considered doubtful of recovery. Bad debts are written off when considered irrecoverable.
2.14 Investments
Available-for-sale
Securities intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or
changes in the interest rates, are classified as available-for-sale.
Available-for-sale investments are initially recognised at fair value plus transaction cost and subsequently recognised at
fair value.
Gains and losses arising from changes in fair value are recognised in other comprehensive income.
Held-to-maturity
These are investments with fixed or determinable payments and fixed maturity with the Company having positive intent
and ability to hold to maturity. These are stated at amortised cost.
Cash and cash equivalents are carried in the balance sheet at cost / amortised cost. For the purpose of the cash flow
statement, cash and cash equivalents comprise of cash and cheques in hand, balances with banks on current, savings
and deposit accounts, short-term investments and short-term borrowings under running finance, maturing within three
months of the balance sheet date.
Foreign currency transactions are recorded into Pak Rupee using the exchange rates prevailing at the dates of the
transactions. Monetary assets and liabilities in foreign currency are translated into Pak Rupee at the rates of exchange
prevailing at the balance sheet date. Exchange gains and losses are included in income currently.
The financial statements are presented in Pak Rupees, which is the companys functional and presentation currency.
13
14
GSK
Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue
can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable, and is
recognised on the following basis:
-
-
Sales of goods are recorded when the risks and rewards of the goods are transferred to the customers.
Returns on deposits, investments, scrap sales and insurance commission are recognised on accrual basis.
All financial assets and liabilities are initially measured at cost which is the fair value of the consideration given or
received respectively. These are subsequently measured at fair value, amortised cost or cost as the case may be.
2.19 Dividend
Dividend is recognised as a liability in the period in which it is approved.
2.20 Share based payments
Cash settled share based payments provided to employees are recorded as liability in the financial statements at fair
value over the period the services are received.
2.21 Segment reporting
3.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker who is responsible for allocating resources and assessing performance of the operating segments.
CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
3.1
IAS 19 (revised) - Employee Benefits effective for annual periods beginning on or after January 1, 2013 amends the
accounting for employee benefits. The standard requires immediate recognition of past service cost and also replaces
the interest cost on the defined benefit obligation and the expected return on plan assets with a net interest cost /
(income) based on the net defined benefit liability / (asset) at the discount rate measured at the beginning of the
year.
Further, a new term remeasurements has been introduced. This is made up of actuarial gains and losses, the difference
between actual investment returns and the return implied by the net interest cost / (income). The standard requires
remeasurements to be recognised in the Balance Sheet immediately, with a charge or credit to other comprehensive
income in the periods in which they occur, which are not later reclassified to profit and loss account.
Following the application of IAS 19 (revised), the Companys policy for Staff Retirement Benefits - Defined Benefit
Plans stands amended as follows:
-
The amount arising as a result of remeasurements are recognised in the Balance Sheet immediately, with a
charge or credit to other comprehensive income in the periods in which they occur, which are not later reclassified
to profit and loss account.
The change in accounting policy has been accounted for retrospectively in accordance with the requirements
of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and comparative figures have been
restated.
15
The Companys financial statements are affected by the remeasurements relating to prior years. The effects have been
summarised below:
Rupees 000
Impact on Balance Sheet
Increase in deferred liability
Increase in other receivables
Decrease in deferred tax liabilities
Decrease in unappropriated profit
Impact on Statement of Changes in Equity
Decrease in unappropriated profit cumulative effect from prior years
Impact on total comprehensive income for the year ended
Impact on Profit and Loss
Decrease in cost of sales
Decrease in selling, marketing and distribution expenses
Decrease in administrative expenses
Increase in taxation expense
December 31,
January 1,
2012 2012
124,899
7,197
39,548
78,153
194,200
11,698
61,321
121,181
121,181
43,028
4,884
3,564
1,203
3,243
Impact on Other Comprehensive Income
Items that will not be reclassified to profit and loss account - net of tax
36,620
The effect of change in accounting policy, due to adoption of IAS 19 (Revised), on earnings per share for the year
ended December 31, 2012 is Re. 0.02. There is no cash flow impact as a result of the retrospective application of
change in accounting policy.
3.2
During the year the Securities and Exchange Commission of Pakistan has notified certain amendments in the Fourth
Schedule to the Companies Ordinance, 1984, which specifically classifies major spare parts and stand-by equipment
into property, plant and equipment.
Rupees 000
Reclassification from
Stores and spares
Reclassification to
Fixed assets - property, plant and equipment
December 31,
2012
January 1,
2012
29,810
22,618
The change in the requirement is considered to be a change in accounting policy and has been applied retrospectively
to all prior periods presented.
(Re-stated)
Rupees 000
Note
2013 2012
4.
FIXED ASSETS
Operating assets
Major spare parts and stand-by equipments
Capital work-in-progress
4.1
4.5
4.6
5,075,833
42,722
854,849
4,624,418
29,810
1,160,276
5,973,404
5,814,504
16
GSK
Land
Building
Freehold Leasehold On freehold On leasehold
Rupees 000
land
land
4.1
Operating assets
Plant &
machinery
Furniture
Vehicles
& fixtures
Office
equipment
Total
142,064 314,215
242,609 4,624,418
20,545 161,044
67,110 1,001,169
174
356,970
70,060
682,410
Disposals
- Cost
- (27,040) (102,429)
- Accumulated depreciation
9,539
77,504
5,702
68,780
- Accumulated impairment
16,571
24,443
10
(930)
(482)
(168)
(48,740)
- (36,532) (292,956)
(16,053)
(85,977)
Depreciation charge
Impairment charge
(5,251)
-
174
351,719
174
382,676
(5,343)
274,046
-
(2,177)
435,571
41,033
(52,497)
(55,145) (491,914)
-
(5,343)
146,388 340,542
252,397 5,075,833
248,445 548,225
531,388 7,842,857
Cost
Accumulated depreciation
- (30,957)
- (31,916)
- (27,084)
(222)
- (59,222)
174
351,719
146,388 340,542
252,397 5,075,833
174
364,055
105,184 281,664
168,234 3,503,311
50,678 145,167
120,846 1,565,327
- 414,537
834,099
Disposals
- Cost
(2,776)
(2,181)
- Accumulated depreciation
1,039
836
- Accumulated impairment
(1,737)
Depreciation charge
(5,348)
Impairment charge
(7,116)
(80,320)
943
101,006
5,978
51,231
4,281
34,052
712
160
(17,913)
(426)
(29,089)
- (28,686) (208,684)
(13,372)
(83,527)
-
(1,345)
-
(5,064) (152,971)
(7,782)
174
356,970
174
382,676
(25,706)
(12,504) (262,932)
11,203
172,236
1,873
40,918
572
(49,778)
(47,043) (386,660)
-
(7,782)
142,064 314,215
242,609 4,624,418
233,780
740,501 7,370,788
Cost
Accumulated depreciation
174
- (31,916)
356,970
(16,571)
(46,184)
504,710
(9)
- (94,912)
142,064 314,215
242,609 4,624,418
- 2.5 to 10
2.5
2.5
5 to 10
10
25 10 to 33.33
4.2
Details of assets sold, having net book value in excess of Rs. 50,000 each are as follows:
Description
Cost Accumulated
depreciation
and
impairment
Rupees 000
loss
Book
value
Sale
proceeds
Mode of
disposal
Particulars of purchaser
Buildings
300
95
205
4,407
2,317
2,090
- Buildings
96
96
20,044
19,953
91
- Office equipment
9,984
9,613
371
4,810
4,701
109
39,641
36,775
2,866
4,846
Tender
Office equipment
182
35
147
156
Intercompany
Sale
Motor vehicles
1,524
595
929
1,450
Tender
720
540
180
710
900
675
225
700
3,852
2,225
1,627
3,677
Nazimabad, Karachi
720
540
180
617
490
900
368
675
122
225
425
635
1,043
619
424
1,001
490
368
122
562
2,753
1,715
1,038
2,752
1,423
1,067
356
1,333
637
418
219
627
2,715
1,609
1,106
2,302
655
491
164
580
655
491
164
580
900
675
225
677
963
722
241
1,067
61,163
50,603
10,560
24,697
17
18
GSK
Book
value
Sale
proceeds
Mode of
disposal
Particulars of purchaser
Motor vehicles
61,163
50,603
10,560
24,697
2,431
984
1,447
2,515
Tender
2,183
1,241
942
2,088
Mr. Shehreyar
720
540
180
685
637
398
239
622
4,179
2,609
1,570
3,585
2,834
1,068
1,766
2,728
662
403
259
662
647
485
162
677
3,318
2,160
1,158
3,047
835
626
209
790
1,043
505
538
980
1,800
1,895
947
948
1,775
1,331
444
710
1,043
521
522
900
1,389
1,042
347
556
1,760
220
1,540
1,425
1,800
1,238
562
1,233
1,389
1,042
347
347
2,023
818
1,205
1,750
1,414
862
552
440
1,725
1,294
431
431
835
626
209
209
1,389
1,042
347
347
1,098
463
635
974
929
279
650
232
1,775
1,331
444
444
905
679
226
362
1,524
405
1,119
1,363
647
485
162
162
2,057
350
1,707
1,825
2,810
2,108
702
702
1,000
609
391
786
1,462
777
685
1,080
1,049
590
459
540
114,345
80,681
33,664
61,694
Description
Cost Accumulated
depreciation
and
impairment
Rupees 000
loss
Book
value
Sale
proceeds
61,694
Mode of
disposal
19
Particulars of purchaser
Motor vehicles
114,345
80,681
33,664
666
499
167
167
1,148
269
879
1,045
1,875
699
1,176
902
1,043
505
538
529
652
489
163
163
1,389
1,042
347
347
1,664
1,248
416
416
1,014
754
260
260
1,462
754
708
731
1,524
524
1,000
1,215
1,319
989
330
330
1,068
434
634
656
2,039
795
1,244
1,663
855
641
214
342
1,526
1,144
382
382
1,148
359
789
669
1,462
594
868
1,350
1,039
520
519
900
4,316
2,967
1,349
2,848
855
641
214
342
7,371
3,549
3,822
4,358
1,098
343
755
925
1,849
1,185
664
1,233
999
609
390
599
969
727
242
242
Total
154,695
102,961
51,734
84,308
4.3
Leasehold land includes land at Sundar Industrial Estate, Lahore, with a net book value of Rs. 17.99 million (2012:
Rs. 18.45 million) for which lease from Punjab Industrial Estates Development and Management Company is not
finalised.
4.4
Disposals include items written-off during the year costing Rs. 339.53 million (2012: Rs. 2.85 million) having carrying
value of Rs. 0.81 million (2012: Rs. 1.49 million) in respect of closure of Landhi Factory.
Rupees 000
2013 2012
4.5
29,810
21,486
(8,574)
22,618
11,227
(4,035)
42,722
29,810
20
GSK
Rupees 000
2013 2012
4.6
Capital work-in-progress
Civil work
Plant and machinery
Furniture and fixtures
Office equipments
Advances to suppliers
170,970
556,822
18,167
44,694
113,140
177,738
868,757
20,387
47,899
78,074
Provision for impairment
903,793
(48,944)
1,192,855
(32,579)
5. INTANGIBLE
854,849
1,160,276
955,742
955,742
Goodwill
The recoverable amount of cash generating unit is the higher of value in use or fair value less cost to sell. Value in use is
calculated as the net present value of the projected cash flows of the cash generating unit to which the asset belongs,
discounted at risk-adjusted discount rate.
Details relating to the discounted cash flow model used in the impairment test are as follows:
Valuation basis
Value in use
Key assumptions
Sales growth rates
Discount rate
Determination of assumptions
Growth rates are internal forecasts based on both internal and external
market information and past performance.
Cost reflects past experience, adjusted for inflation and expected changes.
Discount rate is primarily based on weighted average cost of capital.
Terminal growth rate
4%
Period of specific projected cash flows 5 years
Discount rate
16.5%
The valuation indicates sufficient headroom such that a reasonably possible change to key assumptions is unlikely to
result in an impairment of the related goodwill.
Rupees 000
2013 2012
6.
To executives
To other employees
4,685
116,038
7,402
125,663
Recoverable within one year - note 10
Executives
Other employees
120,723
133,065
(4,082)
(46,562)
(2,412)
(48,694)
(50,644)
(51,106)
70,079
81,959
7,402
5,955
(8,672)
3,922
8,319
(4,839)
4,685
7,402
6.1
21
These loans have been given in accordance with the terms of employment for purchase of house, motor car, motor cycle,
computer and for the purpose of staff welfare and are repayable in 12 to 60 equal monthly installments depending
upon the type of the loan. These loans are interest free except certain loans which carry interest ranging from 5% to
8% per annum (2012: 5% to 8% per annum). All loans are secured against the retirement fund balances.
The maximum aggregate amount of loans due from executives at the end of any month during the year was Rs. 9.99
million (2012: Rs. 9.67 million).
(Re-stated)
Rupees 000
2013 2012
7.
167,775
(11,227)
151,277
(10,586)
156,548
140,691
Rupees 000
2013 2012
8. STOCK-IN-TRADE
Raw and packing materials including in transit Rs. 938.19 million
(2012: Rs. 491.53 million)
Work-in-progress
Finished goods including in transit Rs. 481.39 million
(2012: Rs. 221.43 million)
2,455,476
586,481
2,240,928
518,042
3,594,402
2,635,166
Less: Provision for slow moving, obsolete and damaged items - note 8.3
6,636,359
(364,954)
5,394,136
(313,916)
6,271,405
5,080,220
8.1 Stock-in-trade held with the third parties include the following:
For use in third party manufacturing
Roomi Enterprises (Private) Limited
128,383
61,362
Akhai Pharmaceuticals (Private) Limited
48,395
94,150
Pharmatec Pakistan (Private) Limited
43,494
157,498
Stock held with distributors and at third party warehouses
Expeditors International Pakistan (Private) Limited
176,756
148,277
DHL Global Forwarding (Private) Limited
142,553
26,312
Vikor Enterprises (Private) Limited
65,630
73,791
Muller & Phipps Pakistan (Private) Limited
48,597
185,415
Chemitex (Private) Limited
27,836
8.2 Stock-in-trade includes items costing Rs. 2.18 billion (2012: Rs. 1.74 billion) valued at net realisable value of Rs. 1.93
billion (2012: Rs. 1.58 billion).
8.3 Stocks of Rs. 34.12 million (2012: Rs. 107.35 million) have been written off against provision during the year.
22
GSK
Rupees 000
9.
2013 2012
TRADE DEBTS
Considered good
GlaxoSmithKline Trading Services Limited
- Associated company
Others
-
349,950
33,804
316,558
Considered doubtful
57,261
36,547
Provision for doubtful debts
407,211
(57,261)
386,909
(36,547)
349,950
350,362
9.1 The maximum aggregate amount due from the related party at the end of any month during the year was Rs. 58.71
million (2012: Rs. 37.49 million).
Rupees 000
2013 2012
10.
50,644
39,684
158,135
51,106
40,435
151,529
11. TRADE DEPOSITS AND PREPAYMENTS
248,463
243,070
Trade deposits
Prepayments
86,352
32,240
79,002
13,540
12. REFUNDS DUE FROM GOVERNMENT
118,592
92,542
Custom duty and sales tax
- considered good
- considered doubtful
46,951
18,464
40,759
18,464
Provision for doubtful receivables
65,415
(18,464)
59,223
(18,464)
46,951
40,759
(Re-stated)
Rupees 000
2013 2012
13.
OTHER RECEIVABLES
Due from related parties
- Associated companies - note 13.1
- BMS Pakistan (Private) Limited
Management Staff Pension Fund - note 18.1
342,984
382,797
30,798
31,980
Claims recoverable from suppliers
- Associated companies
- Others
Receivable against sale of assets
Others
373,782
414,777
392,202
-
1,742
3,318
13,360
8,135
2,042
3,318
17,600
445,872
23
(Re-stated)
Rupees 000
2013 2012
15,157
140,647
8,377
8,234
17
488
142,192
1,064
6,668
4,440
13,190
42,357
80,528
10,932
103,008
15
443
134,242
964
6,042
4,030
-
2,297
213
236
342,984
382,797
13.1.1 The company also has Rs. 142.19 million (2012: Rs. 134.24 million) payable to the same entity that has been classified
in trade and other payables.
13.2 The maximum aggregate amount due from related parties at the end of any month during the year was Rs. 365.48
million (2012: Rs. 390.93 million).
14. INVESTMENTS - Held-to-maturity
Investments represent two treasury bills (2012: one treasury bill) which is held with companys banker for safe custody
yielding 9.41% and 9.79% per annum (2012: 9.23% per annum) with maturity in January 2014.
Rupees 000
15.
2013 2012
With banks
on deposit accounts
on PLS savings accounts
on current accounts
[including foreign currency account
Rs. 166.09 million (2012: Rs. 79.14 million)]
Cash and cheques in hand
[including foreign currency in hand of
Rs. 3.31 million (2012: Rs. 1.98 million)]
1,375,000
228,310
1,740,000
176,720
252,999
167,231
16,690
33,675
1,872,999
2,117,626
15.1 At December 31, 2013 the rates of mark-up on PLS savings accounts and on term deposit accounts were 6.5% to
6.8% (2012: 6% to 6.5%) per annum and 8.5% to 9.2% (2012: 8% to 8.5%) per annum respectively.
24
GSK
Rupees 000
16.
SHARE CAPITAL
2013 2012
500,000,000
500,000,000
Ordinary shares of Rs. 10 each
Issued, subscribed and paid-up capital
2013 2012
5,000,000
5,000,000
53,868
53,868
643,398
2,197,890
643,398
1,934,694
5,386,825
5,386,825
64,339,835
64,339,835
219,789,047
193,469,437
289,515,707
263,196,097
2,895,156
2,631,960
16.1 As at December 31, 2013 S.R. One International B.V., Netherlands and its nominees held 222,891,465 shares
(2012: 202,628,606 shares).
Rupees 000
(Re-stated)
2013 2012
17. RESERVES
18.
2,184,238
3,999,970
2,269,949
2,184,238
3,999,970
2,577,270
8,454,157
8,761,478
Gratuity funds
Pension fund
(Re-stated) (Re-stated)
Rupees 000
2013 2012 2013 2012
1,292,228
1,108,768
105,433
98,249
(1,041,251)
(933,488)
(136,231)
(130,229)
250,977
175,280
(30,798)
(31,980)
Balance at January 1
Benefits paid by the plan
Current service cost
Interest cost
Remeasurement on obligation
1,108,768
(117,928)
79,131
131,293
90,964
1,057,028
(124,427)
64,506
133,294
(21,633)
98,249
(5,729)
3,823
11,461
(2,371)
83,544
(5,375)
3,001
10,740
6,339
Balance at December 31
1,292,228
1,108,768
105,433
98,249
933,488
100,242
(117,928)
114,384
11,065
843,122
64,793
(124,427)
111,983
38,017
130,229
-
(5,729)
15,298
(3,567)
118,656
(5,375)
15,110
1,838
1,041,251
933,488
136,231
130,229
Current service cost
Net interest cost / (income)
Expense / (income) recognised in profit
and loss account
18.1.8 Remeasurement recognised in Other
Comprehensive Income
79,131
16,909
64,506
21,311
3,823
(3,837)
3,001
(4,370)
96,040
85,817
(14)
(1,369)
(20)
90,984
(11,065)
-
(21,633)
(38,017)
79
(2,450)
3,567
6,339
(1,838)
79,899
(59,650)
1,196
4,501
175,280
213,906
(31,980)
96,040
(100,242)
85,817
(64,793)
79,899
(59,650)
1,196
250,977
175,280
(30,798)
Balance at January 1
Contributions paid into the plan
Benefits paid by the plan
Interest income
Remeasurement on plan assets
Balance at December 31
Remeasurements
18.1.9 Net recognised liability / (asset)
Net liability / (asset) at the beginning of the year
Expense / (income) recognised in profit
and loss account
Contribution made to the fund during the year
Remeasurements recognised in
other comprehensive income
(14)
-
(35,112)
(1,369)
4,501
(31,980)
25
26
GSK
Gratuity funds
Pension fund
(Re-stated) (Re-stated)
Percentage
2013 2012 2013 2012
18.1.11 Actuarial Assumptions
13.61
84.57
1.82
15.90
80.01
4.09
-
98.66
1.34
96.77
3.23
100.00
100.00
100.00
100.00
12.75
12.75
12.00
12.00
12.75
12.75
12.00
12.00
18.1.12 Pre-Retirement mortality was assumed to be SLIC (2001-05) and Post-Retirement mortality was assumed to be PA
(90) for males and females, as the case may be, but rated up one year. Wives were assumed to be 7 years younger than
the husbands.
18.1.13 In case of the funded plans, the Company ensures that the investment positions are managed within an asset-liability
matching (ALM) framework that has been developed to achieve long-term investments that are in line with the
obligations under the retirement benefit plan. Within this framework, the Companys ALM objective is to match assets
to the retirement benefit obligations by investing in long-term fixed interest securities with maturities that match the
benefit payments as they fall due and in the appropriate currency. The Company actively monitors how the duration
and the expected yield of the investments are matching the expected cash outflows arising from the retirement benefit
plan obligations. The Company has not changed the processes used to manage its risks from previous periods. The
Company does not use derivatives to manage its risk. Investments are well diversified, such that the failure of any single
investment would not have a material impact on the overall level of assets. A large portion of assets in 2013 consists
of government bonds and term deposits. The Company believes that government bond offer the best returns over the
long term with an acceptable level of risk.
18.1.14 The expected return on plan assets has been determined by considering the expected returns available on the assets
underlying the current investment policy. Expected yields on fixed interest investments are based on gross redemption
yields as at the balance sheet date.
The Companys contribution to gratuity and pension funds in 2014 is expected to amount to Rs. 118.23 million.
The actuary conducts separate valuations for calculating contribution rates and the Company contributes to the pension
and gratuity funds according to the actuarys advice. Expense of the defined benefit plan is calculated by the actuary.
18.2 Sensitivity analysis for actuarial assumptions
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
Impact on defined benefit obligation
Change in
Increase in
Decrease in
Rupees 000
assumption
assumption
assumption
1%
1%
(98,958)
107,350
112,696
(96,422)
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant.
In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the
sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the
defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been
applied as when calculating the gratuity and pension liability recognised within the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the
previous period.
Rupees 000.
Gratuity funds
Present value of defined
benefit obligation
Fair value of plan assets
Experience Adjustments
Gain / (loss) on obligation
(as percentage of plan obligation)
Gain / (loss) on plan assets
(as percentage of plan assets)
Pension fund
Present value of defined
benefit obligation
Fair value of plan assets
Experience Adjustments
Gain / (loss) on obligation
(as percentage of plan obligation)
Gain / (loss) on plan assets
(as percentage of plan assets)
(1,292,228)
1,041,251
(1,108,768)
933,488
(1,057,028)
843,122
(940,478)
635,425
(883,550)
641,827
(250,977)
(175,280)
(213,906)
(305,053)
(241,723)
(7.04)%
1.95%
(0.16)%
(2.10)%
0.79%
1.06%
4.07%
(1.43)%
(1.91)%
0.84%
(58,593)
100,610
(105,433)
136,231
(98,249)
130,229
(83,544)
118,656
(67,850)
111,558
30,798
31,980
35,112
43,708
42,017
2.25%
(6.45)%
(9.60)%
(1.84)%
(8.21)%
(2.62)%
1%
(3.50)%
(0.54)%
(6.45)%
18.4 The Companys contributions towards the provident fund for the year ended December 31, 2013 amounted to Rs.
81.46 million (2012: Rs. 75.52 million).
18.5 The weighted average duration of approved funded gratuity schemes for its permanent employees is 8 years and of
approved funded pension scheme only for management employees is 12 years.
18.6 Expected maturity analysis of undiscounted retirement benefit plans.
Less than
Rupees 000.
a year
116,158
169,366
Over
10 years
Total
18.7 Figures in this note are based on the latest actuarial valuation carried out as at December 31, 2013.
27
28
GSK
(Re-stated)
Rupees 000
2013 2012
19.
DEFERRED TAXATION
Credit balance arising in respect of accelerated
tax depreciation allowances
767,831
650,260
71,342
24,536
59,941
56,702
18,730
44,078
155,819
119,510
612,012
530,750
Debit balances arising in respect of:
- Provision for retirement benefits
- Provision for doubtful debts and refunds due from government
- Provision for slow moving & obsolete stock and stores & spares
Rupees 000
20.
2013 2012
Creditors
- Associated companies
- Others
Bills payable
Royalty and technical assistance fee payable
- Associated company
- Others
Accrued liabilities - note 20.1
Advances from customers
Contractors retention money
Taxes deducted at source and payable to
statutory authorities
Workers Profits Participation Fund - note 20.2
Workers Welfare Fund
Central Research Fund
Unclaimed dividend
Dividend payable - note 20.3
Others
1,611,548
549,177
76,391
950,892
389,899
47,518
682,582
57,961
2,041,344
160,692
29,664
502,398
46,178
1,561,316
95,771
28,614
45,479
2,129
35,980
18,377
53,895
159,116
37,094
25,514
11,205
45,530
66,627
49,864
100,175
28,838
5,561,429
3,950,339
20.1 This includes liability for share based compensation amounting to Rs. 153.08 million (2012: Rs. 118.34 million).
Rupees 000
2013 2012
Opening liability
Allocation for the year note 27
Amount paid to the Fund
11,205
98,160
12,557
125,236
109,365
137,793
103
221
109,468
(107,339)
138,014
(126,809)
Closing liability
2,129
11,205
20.3 This amount pertains to dividend payable to Stiefel Laboratories (Ireland) Limited the application for remittance of which
is pending with the State Bank of Pakistan.
Rupees 000
2013 2012
21. PROVISIONS
Balance as at January 1
Charge for the year
Payments during the year
200,716
15,244
(50,881)
217,239
29,897
(46,420)
Balance as at December 31
165,079
200,716
21.1 Provisions include restructuring costs and government levies of Rs. 55.12 million and Rs. 109.96 million (2012: Rs.
92.47 million and Rs. 108.24 million) respectively.
22.
29
22.1 Contingencies
(a)
Claims against the Company not acknowledged as debt amount to Rs. 129.11 million (2012: Rs. 118.03 million) as at
December 31, 2013 for reinstatement of employees and other cases.
(b)
Income Tax
(i) In prior years, while finalising the Companys assessments for the years 1999-2000 through 2002-2003
(accounting years ended December 31, 1998 through 2001) the Assessing Officer (AO) had made additions
to income raising tax demands of Rs. 73.6 million. Such additions were made on the contention that the
Company had allegedly paid excessive amount for importing certain raw materials. Upon Companys appeal, the
Commissioner of Inland Revenue (Appeals) (CIRA) had maintained the addition to income for assessment years
1999-2000 and 2000-2001 (accounting years ended December 31, 1998 and 1999) while the additions
made in assessment years 2001-2002 and 2002-2003 (accounting years ended December 31, 2000 and
2001) were deleted. In respect of assessment years 1999-2000 and 2000-2001 the Company, and in respect
of assessment years 2001-2002 and 2002-2003, the department, filed respective appeals with the Income
Tax Appellate Tribunal (ITAT). In 2008, all the above assessments were set aside by ITAT for fresh consideration
by the AO. In 2011, AO passed assessment orders for the above years in which additions of same amount as
described above were made. The Company has filed appeals against the orders of AO with CIRA.
(ii)
In prior years, while finalising the assessment of former Smith Kline & French of Pakistan Limited for the
assessment year 2002-2003 (accounting year ended December 31, 2001), the Assessing Officer (AO) had
made addition to income raising tax demands of Rs. 4.03 million. Such addition was made on the contention that
the Company had allegedly paid excessive amount for importing certain raw materials. Upon Companys appeal,
the CIRA had maintained the addition to income against which the Company filed an appeal with the ITAT.
In 2008, the above assessment was set aside by ITAT for fresh consideration by the AO. In 2011, AO passed
assessment order for the above year in which addition of same amount as described above was made. The
Company has filed appeal against the order of AO with CIRA who has maintained the aforesaid addition. The
Company has filed appeal against the decision of the CIRA before the Appellate Tribunal Inland Revenue.
(iii)
While amending the assessments of the Company for the tax years 2005, 2006, 2007 and 2008 (accounting
years ended December 31, 2004, 2005, 2006 and 2007) the Assessing Officer (AO) had made additions to
income raising tax demands totalling Rs. 151.15 million. Such additions were made on the contention that the
Company had allegedly paid excessive amounts for importing certain raw materials and in respect of royalty. The
Company has filed appeals with CIRA in respect of above tax years.
(iv)
While finalising the assessment of former GlaxoSmithKline Pharmaceuticals (Private) Limited (GSKPPL)
formerly Bristol-Myers Squibb Pakistan (Private) Limited for tax year 2006 (accounting year ended December
31, 2005) the Assessing Officer (AO) made additions to income raising tax demands of Rs. 10.04 million on
the contention that the Company had allegedly paid excessive amounts for importing certain raw materials. The
Company has filed an appeal with CIRA in respect of the said matter.
30
GSK
(c)
(v)
In prior years, while finalising the assessments of former GlaxoSmithKline Pharmaceuticals (Private) Limited
(GSKPPL) formerly Bristol-Myers Squibb Pakistan (Private) Limited for assessment years 1989-1990 through
2002-2003 (accounting years ended December 31, 1989 through 2002) the Assessing Officer (AO) made
additions to income raising tax demands of Rs. 314.10 million on the contention that the Company had allegedly
paid excessive amounts for importing certain raw materials. CIRA also maintained the additions. On GSKPPLs
appeals, the additions made by the AO were deleted by ITAT. Later, the department filed appeals against the
decision of ITAT in the High Court of Sindh (the High Court).
In October 2007, the High Court awarded its verdict for the assessment years 1989-1990 and 1990-1991 in
favour of the tax department confirming tax demands of Rs. 11.99 million. However, the decisions in respect
of the departments appeals for the assessment years 1991-1992 through 2002-2003 are still pending in the
High Court for which the net aggregate tax liability, if such cases are decided against the Company, will be Rs.
302.11 million.
The Company had filed an appeal in the Supreme Court of Pakistan against the above decision of the High
Court in respect of assessment years 1989-1990 and 1990-1991 and a leave to appeal had been granted to
the Company. The Company through its legal counsel had also filed review petition before the High Court in this
regard.
(vi)
During the year, while finalising the assessments of the Company for tax year 2012
December 31, 2011) the Additional Commissioner (AC) made additions to income
Rs. 87.15 million on the contention that the Company had allegedly paid excessive
royalty and technical fees and for importing certain raw materials. The Company has
Commissioner of Inland Revenue (Appeals) (CIRA) in respect of the said matter.
The management is confident that the ultimate decisions in the above cases will be in favour of the Company, hence no
provision has been made in respect of the aforementioned additional tax demands.
Sales Tax
(i)
Effective July 1 , 2013, Sindh Revenue Board has levied Sindh Sales Tax at the rate of 16 per cent on toll
manufacturing activities under Sindh Sales Tax on Services Act, 2011 treating such activity as a service.
Historically, such activity had been treated as a manufacturing of goods and were taxable within the domain of
Federal Sales Tax Act, 1990. No sales tax was payable under the Federal law on toll manufacturing charges paid
by the Company owing to the fact that the Company is engaged in manufacturing of pharmaceutical products
which are exempt from federal sales tax.
In view of above, the Company has jointly filed a constitutional petition with M/s Pharmatec Pakistan (Pvt.) Limited
(toll manufacturer of the Company) before the Honable Sindh High Court contending that toll manufacturing
is a process and not a service; therefore comes under the legislative authority of the Federal Government;
hence, Sindh Sales Tax is not chargeable on toll manufacturing charges billed to the Company. The High Court
has issued a stay order and restrained Sindh Revenue Board from collection of sales tax on toll manufacturing
charges till the time aforesaid petition is decided by the Court. The management of the Company on the advice
of its legal counsel is confident that the eventual outcome of the petition would be in favour, hence, no provision
is made in the accounts for sales tax on toll manufacturing charges which estimates to an amount of Rs. 29.96
million.
(ii)
Through the Finance Act, 2013, section 2(22-A) of the Sales Act, 1990 has been amended on which the
Federal Board of Revenue (FBR) contends that unless the Federal Government through a notification in the
official gazette declares any tax levied under the provincial laws to be the provincial sales tax for the purpose of
input tax, no adjustment can be taken for any provincial sales tax paid on services.
31
In this regard constitution petition has been filed by the Company in the High Court of Sindh praying either
to declare aforementioned section 2(22-A) amended through the Finance Act, 2013 to be completely
unconstitutional, without jurisdiction, illegal, void ab-initio and of no legal effect; or hold and declare that the
aforementioned section 2(22-A) amended through the Finance Act, 2013 does not have any bearing on
the definition of the input tax as stated in section 2(14)(d) of the Sales Tax Act, 1990. The constitutional
petition is pending before the High Court of Sindh, however, an interim relief has been granted that no action
whatsoever should be initiated against the petitioner who have filed sales tax returns manually or electronically
after adjustment of provincial sales tax on services. Accordingly, the sales tax on services aggregating Rs. 17.26
million paid by the Company from July 1, 2013 to December 31, 2013 has been adjusted as input tax by the
Company while filing monthly sales tax return.
The management is confident that the ultimate decisions in the above cases will be in favour of the Company, hence no
provision has been made in respect of the aforementioned tax demands.
22.2 Commitments
Commitments for capital expenditure outstanding as at December 31, 2013 amounted to Rs. 232.34 million (2012: Rs.
598.69 million).
Rupees 000
23.
2013 2012
NET SALES
Gross sales
Local
Export
25,110,902
923,658
23,015,492
802,022
Less: Commissions, returns and discounts
Sales tax
26,034,560
542,845
260,837
23,817,514
494,705
172,845
25,230,878
23,149,964
23.1 Sales of major product categories i.e. antibiotics, dermatologicals and consumer during the year amounted to Rs. 9.86
billion, Rs. 3.19 billion and Rs. 3.66 billion (2012: Rs. 9.33 billion, Rs. 3.01 billion and Rs. 2.65 billion) respectively.
23.2 Company sells its products through a network of distribution channels involving various distributors / sub-distributors
and also directly to government and other institutions. Sales to two distributors (2012: two distributor) exceed 10
percent of the net sales during the year, amounting to Rs. 3.34 billion and Rs. 2.96 billion (2012: Rs. 3.06 billion and
Rs. 2.53 billion).
32
GSK
(Re-stated)
Rupees 000
2013 2012
24.
COST OF SALES
13,067,837
471,245
53,174
1,328,052
569,759
3,375
212,208
112,957
1,567
203,217
2,821
10,738
23,966
383,457
85,158
641
91,907
41,938
10,966
11,339
17,771
-
50,959
10,606,560
395,908
41,296
1,194,482
426,436
5,211
230,884
93,916
359
166,139
1,769
22,049
20,888
274,192
48,099
4,428
82,035
39,146
10,189
11,759
15,410
4,714
42,565
Opening stock of work-in-process
Closing stock of work-in-process
16,755,052
508,555
(583,291)
13,738,434
577,804
(508,555)
Opening stock of finished goods
Purchase of finished goods
16,680,316
2,384,664
3,498,279
13,807,683
2,979,902
2,817,775
Closing stock of finished goods
Cost of samples shown under selling, marketing
and distribution expenses - sales promotion
22,563,259
(3,385,581)
19,605,360
(2,384,664)
(170,513)
(115,713)
19,007,165
17,104,983
24.1 Salaries, wages and other benefits include Rs. 39.31 million and Rs. 34.51 million (2012: Rs. 42.74 million and Rs.
39.14 million) in respect of defined benefit plans and contributory provident fund respectively.
33
(Re-stated)
Rupees 000
2013 2012
25.
1,018,739
959,263
575,947
455,308
270,321
69,732
72,523
33,706
19,982
23,888
20,714
25,366
30,833
13,447
12,633
1,089
1,755
1,320
29,348
868,256
867,763
333,870
392,688
250,833
59,978
68,124
31,579
20,293
26,347
(11,001)
24,792
21,585
15,075
11,280
9,721
1,530
8,201
27,450
3,635,914
3,028,364
25.1 Salaries, wages and other benefits include Rs. 37.96 million and Rs. 31.57 million (2012: Rs. 31.19 million and Rs.
24.26 million) in respect of defined benefit plans and contributory provident fund respectively.
(Re-stated)
Rupees 000
2013 2012
26.
ADMINISTRATIVE EXPENSES
555,397
60,433
21,039
9,860
43,424
28,638
45,412
4,684
13,965
8,942
28,858
21,097
6,962
7,667
18,400
9,696
13,528
22,394
446,758
60,272
28,320
8,047
44,254
22,864
34,204
23,011
9,917
10,689
23,992
18,285
11,571
6,702
9,830
8,306
5,700
12,144
920,396
784,866
34
GSK
26.1 Salaries, wages and other benefits include Rs. 18.76 million and Rs. 15.38 million (2012: Rs. 10.53 million and Rs.
12.12 million) in respect of defined benefit plans and contributory provident fund respectively.
26.2 Donations include a sum of Rs. 341 thousand (2012: Rs. 330 thousand) paid to Concern for Children Trust, B/63,
Estate Avenue, S.I.T.E, Karachi. Mr. Muhammad Salman Burney, Chairman / Chief Executive, Mr. Shahid Mustafa Qureshi,
Director, Ms. Erum Shakir Rahim, Director, Ms. Pouru Chisty Sidwa, Executive, and Ayesha Muharram, Executive are
trustees for the fund.
Rupees 000
2013 2012
Audit fee
Fee for review of half yearly financial statements, special certifications and others
Taxation services
Out-of-pocket expenses
4,500
3,200
500
742
4,500
4,005
1,500
684
8,942
10,689
26.4 These represent expenses of Rs. 47.05 million (2012: Rs. 214.10 million) net of recovery of Rs. 24.65 million (2012:
Rs. 201.96 million) from related parties.
Rupees 000
27.
2013 2012
98,160
36,692
18,378
125,236
42,334
25,047
153,230
192,617
17,260
141,627
19,004
140,781
Income from non-financial assets
158,887
159,785
39,485
101,455
40,387
21,417
1,855
6,385
36,459
20,424
9,046
2,493
28. OTHER INCOME
Scrap sales
Insurance commission
Service fee on clinical trial studies
Liabilities no longer required written back
Gain on transfer of marketing authorisation rights
and related trademarks of certain products
Others
186,500
-
454,916
463
330,125
Rupees 000
29.
FINANCIAL CHARGES
35
2013 2012
143,070
16,044
103
31,196
16,095
221
159,217
47,512
(Re-stated)
Rupees 000
2013 2012
30. TAXATION
Current
- for the year
- prior years
Deferred
30.1 Relationship between tax expense and accounting profit
867,000
(17,002)
145,245
747,609
995,243
1,809,872
2,321,747
34%
35%
615,356
228,958
(82,143)
(15,164)
602
812,611
191,156
(17,002)
8,478
747,609
995,243
1,062,263
1,326,504
289,516
289,516
Rs. 3.67
Rs. 4.58
31. EARNINGS PER SHARE
31.1
720,999
(82,143)
108,753
The weighted average shares at December 31, 2012 have been increased to reflect the bonus shares issued during
the year.
31.2 A diluted earnings per share has not been presented as the company did not have any convertible instruments in issue
which would have any effect on the earnings per share if the option to convert is exercised.
36
GSK
(Re-stated)
Rupees 000
2013 2012
32.
(Increase) / decrease in current assets
Stores and spares
Stock-in-trade
Trade debts
Loans and advances
Trade deposits and prepayments
Refunds due from government
Other receivables
Increase / (decrease) in current liabilities
Trade and other payables
Provisions
1,809,872
2,321,747
513,622
(39,485)
394,442
(101,455)
(186,500)
(158,887)
96,026
(159,785)
84,448
224,776
217,650
2,034,648
2,539,397
(15,857)
(1,191,185)
412
(5,393)
(26,050)
(6,192)
52,488
(11,233)
522,306
(6,958)
(79,692)
(37,885)
(23,655)
(119,164)
(1,191,777)
243,719
1,548,118
(35,637)
269,341
(16,523)
320,704
496,537
2,355,352
3,035,934
Rupees 000
33.
2013 2012
1,872,999
224,269
2,117,626
198,118
2,097,268
2,315,744
34.
SEGMENT INFORMATION
Management has determined the operating segments based on the information that is presented to the chief operation
decision-maker of the company for allocation of resources and assessment of performance. Based on internal
management reporting structure the company is organised into the following two operating segments:
- Pharmaceuticals
- Consumer healthcare
Management monitors the operating results of above mentioned segments separately for the purpose of making
decisions about resources to be allocated and for assessing performance.
Segment results and assets include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis.
21,575,588
(16,380,191)
Gross profit
Selling, marketing and
distribution expenses
Administrative expenses
Segment results
1,525,109
(153,230)
454,916
(159,217)
(192,617)
330,125
(47,512)
1,809,872
2,321,747
1,667,403
2,225,422
(569,057) (3,028,364)
(56,268)
(784,866)
6,329
2,231,751
Segment assets
13,770,075
617,576
13,245,721
Unallocated assets
3,355,474
3,004,802
Total Assets
17,938,810
16,250,523
Segments liabilities
Unallocated liabilities
1,084,554
1,030,110
Total liabilities
6,589,497
4,857,085
37
38
GSK
504,515
2,796,269
867,276
9,107
105,919
667,934
513,622
2,902,188
1,535,210
387,274
2,424,135
784,672
7,168
85,361
416,961
394,442
2,509,496
1,201,633
427,335
27,973
455,308
380,359
12,329
392,688
35.
The amounts charged in these financial statements for remuneration of the Chief Executive, Directors and Executives
are as follows:
Chief Executive
Directors
Executives
(Restated) (Restated)
(Restated)
Rupees 000.
2013 2012 2013 2012 2013 2012
Managerial remuneration
Bonus - note 35.1
Retirement benefits *
House rent
Utilities
Medical expenses
Others
Number of person(s)
18,491
16,590
25,628
25,772
357,301
288,370
40,028
32,856
24,990
25,316
196,548
133,745
3,548
2,746
7,840
4,975
99,600
49,311
7,564
6,787
11,533
11,597
148,179
119,803
1,681 1,508 2,563 2,577 32,929 26,647
111
78
364
470
13,572
12,455
419 562 2,289 3,179 38,029 30,557
71,842
1
61,127
1
75,207
5
73,886
5
886,158
296
660,888
228
35.1 Bonus includes share based payments as Share Appreciation Rights (SARs) given to the Chief Executive, Executive
Directors and certain executives amounting to Rs. 72.25 million (2012: Rs. 62.54 million). These are granted every year
and are payable upon completion of three years of qualifying period of service. These are linked with the share value of
ultimate parent company, GlaxoSmithKline plc, UK. Accruals made for bonus during the year are actualised subsequent
to the year end when performance evaluations are finalised; and comparative figures are adjusted accordingly.
* Retirement benefits represent amount contributed towards various retirement benefit plans.
In addition to the above, fee to three (2012: three) non-executive Directors during the year amounted to Rs. 900
thousand (2012: Rs. 275 thousand).
Chief Executive, Executive Directors and certain executives are also provided with free use of company maintained cars
in accordance with the Company policy.
36.
39
Rupees 000
2013 2012
Relationship
Nature of transactions
Holding Company:
Dividend paid
810,580
Associated companies:
a. Purchase of goods
b. Purchase of property, plant and equipment
c. Sale of property, plant and equipment
d. Sale of goods
e. Royalty expense charged
f. Recovery of expenses
g. Service fee on clinical trial studies
h. Donations
i. Payment on behalf of associated company
Staff retirement funds:
177,490
181,702
159,972
140,308
Key management personnel:
a.
b.
c.
d.
189,042
17,708
5,484
-
204,765
14,049
8,154
127
5,338,218
-
156
120,059
198,010
24,077
1,855
341
575
736,942
3,930,896
191,320
110,754
216,909
100,505
9,045
330
109,609
36.1 Balances of related parties as at December 31, 2013 are included in the respective notes to the financial statements.
These are settled in the ordinary course of business. The receivables and payables are mainly unsecured in nature and
bear no interest.
37.
The facility for running finance available from a bank amounted to Rs. 100 million (2012: Rs. 100 million). Rate of
mark-up is three month KIBOR plus 1.25% (2012: three month KIBOR plus 1.25%) per annum. The arrangements are
secured by Intra Group Guarantee.
The facilities for opening letters of credit and guarantees as at December 31, 2013 amounted to Rs. 2.82 billion (2012:
Rs. 2.43 billion) of which unutilised balances at the year end amounted to Rs. 2.27 billion (2012: Rs. 1.80 billion).
40
GSK
All the financial assets of the company, except treasury bill classified as held to maturity, are categorised as loans and
receivables and all the financial liabilities are categorised as financial liabilities measured at amortised cost. The carrying
values of all financial assets and liabilities approximate their fair values.
Rupees 000
Interest bearing
Non-interest bearing
Maturity
Maturity Total
Maturity
Maturity Total
up to one
after one
up to one
after one
year
year
year
year
Total
Financial assets
Loans to employees
Trade deposits
17
-
86,352
86,352
86,352
Trade debts
349,950
349,950
349,950
Interest accrued
9,753
9,753
9,753
361,404
4,581
4,598
50,627
65,498
116,125
120,723
Other receivables
Treasury bill
1,827,596
4,581 1,832,177
1,127,775
2,116,654
1,603,310
224,269
- 1,603,310
-
224,269
361,404
361,404
269,689
269,689 1,872,999
224,269
Financial liabilities
- 5,298,772
- 5,298,772
5,298,772
- 5,298,772
- 5,298,772
5,298,772
- 3,705,692
- 3,705,692
3,705,692
1,827,596
2,116,654
96,882 (2,503,154)
(384,662)
The effective mark-up rates for the financial assets and liabilities are mentioned in respective notes to the financial
statements.
38.2 Financial Risk Management
(a)
Market risk
(i)
Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in the market
interest rates. As at December 31, 2013 the company does not have any borrowings. Further, the entire interest
bearing financial assets of Rs. 1.83 billion (2012: Rs. 2.12 billion) are on fixed interest rates, hence management
believes that the company is not exposed to interest rate changes.
(ii)
Currency risk
Foreign currency risk arises mainly where receivables and payables exist in foreign currency due to transactions
with foreign undertakings. Net payables exposed to foreign currency risk as at December 31, 2013 amount to
Rs. 1,178.86 million (2012: Rs. 536.47 million). The liability is mainly denominated in US Dollars. At December
31, 2013, if the Pakistan Rupee had weakened / strengthened by 5% against the US Dollar with all other
variables held constant, post-tax profit for the year would have been lower / higher by Rs. 58.94 million (2012:
Rs. 26.82 million).
(b)
Credit risk
Credit risk represents the accounting loss that would be recognised at the reporting date if counterparts failed to
perform as contracted. The analysis of maximum exposure to credit risk resulting from each class of financial assets is
as follows:
Rupees 000
2013 2012
Trade debts
Loans to employees, trade deposits, interest accrued and other receivables
Bank balances
349,950
578,232
1,856,309
350,362
654,924
2,083,951
2,784,491
3,089,237
Trade debts of the company are not exposed to significant credit risk as the company trades with credit worthy third
parties. Trade debts of Rs. 106.71 million (2012: Rs. 114.44 million) are past due of which Rs. 57.26 million (2012:
36.55 million) have been impaired. Past due but not impaired balances include Rs. 10.35 million (2012: Rs. 22.35
million) outstanding for more than three months.
(c)
Bank balances represent low credit risk as these are placed with banks having good credit rating assigned by credit
rating agencies.
Liquidity risk
Liquidity risk reflects the companys inability in raising funds to meet commitments. The company manages liquidity risk
by maintaining sufficient cash and balances with banks in deposit accounts and arranging financing through banking
facilities and managing timing of payments to associated undertakings.
39.
Rupees 000
39.1
39.2
2013 2012
2,371,642
2,256,860
95.16%
2,037,634
1,921,633
94.31%
The cost of the above investments amounted to Rs. 2,097.72 million (2012: Rs. 2,037.63 million)
The break-up of the fair value of investments is as follows:
Percentage (%)
41
Government securities
Debt securities
Equity securities
Mutual funds
Bank deposits
75.66
1.89
16.02
6.20
0.22
Rupees 000
71.33
4.74
14.96
5.01
3.95
1,707,606
42,717
361,648
139,889
5,000
1,370,774
91,177
287,485
96,197
76,000
42
GSK
39.3 The investments out of provident fund have been made in accordance with the provisions of Section 227 of the
Companies Ordinance, 1984 and the rules formulated for this purpose.
No. of Employees
2013 2012
40.
NUMBER OF EMPLOYEES
41.
The companys objectives when managing capital are to safeguard the companys ability to continue as a going concern
so that it can continue to provide adequate returns for shareholders and benefits for other stakeholders and to maintain
an optimal return on capital employed. The current capital structure of the company is equity based with no financing
through borrowings.
42.
The capacity and production of the Companys plants are indeterminable as these are multi-product and involve varying
processes of manufacture.
43.
SUBSEQUENT EVENTS
The Board of Directors in its meeting held on February 7, 2014 proposed a cash dividend of Rs. 3.50 per share (2012:
Rs. 4 per share) amounting to Rs. 1.01 billion (2012: Rs. 1.05 billion) and proposed a transfer of Rs. 289.52 million
(2012: Rs. 263.20 million) from unappropriated profit to reserve for issue of bonus shares for issuance of 10 bonus
shares for every 100 shares held subject to the approval of the members in the forthcoming annual general meeting of
the Company.
44.
CORRESPONDING FIGURES
Corresponding figures have been re-arranged and reclassified, wherever necessary for purpose of comparison. There
were no significant reclassifications in these financial statements.
45.
M. Salman Burney
Yahya Zakaria
Pattern of Shareholding
Form 34
NUMBER OF
SHARES HOLDING
HAREHOLDERS
S
From
To
1538
1
100
1,317
101
500
976
501
1000
1,335
1001
5000
368
5001
10000
143
10001
15000
66
15001
20000
54
20001
25000
35
25001
30000
22
30001
35000
13
35001
40000
6
40001
45000
19
45001
50000
9
50001
55000
6
55001
60000
7
60001
65000
6
65001
70000
1
70001
75000
3
75001
80000
6
80001
85000
5
85001
90000
2
90001
95000
5
95001
100000
1
100001
105000
1
105001
110000
2
110001
115000
2
130001
135000
3
145001
150000
1
150001
155000
2
160001
165000
2
170001
175000
1
195001
200000
2
215001
220000
2
220001
225000
1
250001
255000
2
275001
280000
1
295001
300000
1
335001
340000
1
345001
350000
1
420001
425000
2
435001
440000
1
470001
475000
1
535001
540000
1
765001
770000
1
985001
990000
1
1685001
1690000
1
4395001
4400000
1
8340001
8345000
1
8930001
8935000
1
16205001
16210000
1
35795001
35800000
1
187090001
187095000
5,981
43
44
GSK
Categories of Shareholders
a)
Sr. No. Categories of Shareholders
1
2
3
4
5
6
7
8
Number of Shareholders
Individuals
Investment Companies
Insurance Companies
Joint Stock Companies
Financial Institutions
Associated Companies
Central Depository Company (b)
Others (see below)
Others:
i
Mohsin Trust
ii
The Al-Malik Charitable Trust
iii
Securities Exchange Commission of Pakistan
iv
Punjabi Saudagar Multipurpose Co-operative Society
v
The Anjuman Wazifa Sadat-o-Momineen Pakistan
(b)
Categories of Account holders and Sub-Account holders as per
Central Depository Company of Pakistan as at December 31, 2013
Sr. No. Categories of Shareholders
1
2
3
4
5
6
7
8
Others:
i
Trustee Iqbal Adamjee Trust
ii
The Aga Khan University Foundation
iii
The Pakistan Memon Educational & Welfare Society
iv
Trustees Kandawala Trust
v
Trustees Saeeda Amin WAKF
vi
Trustees Mohammad Amin WAKF ESTATE
vii
Managing Committee Karachi Zarthosti Banu Mandal
viii
Trustees of Aminia Muslim Girls School
ix
Trustees of Zafa Phar Lab. Staff P. Fund
x
Trustee Gul Ahmed Textile Mills Ltd.
xi
Trustees Mrs Khorshed H Dinshaw & Mr Hoshang N.E Dinshaw C.T
xii
Trustees D.N.E. Dinshaw Charity Trust
xiii
Trustee A. Saadat & Co. Employees Gratuity Fund
xiv
Trustee of E & A Consulting (Pvt.) Ltd. Employee P.F.
xv
Trustee National Bank of Pakistan Emp Benevolent Fund Trust
xvi
Trustee of Pakistan Mobile Communication Ltd. Provident Fund
xvii
The Al-Malik Charitable Trust
xviii
Trustee National Bank of Pakistan Employees Pension Fund
Percentage (%)
2,127
4
1
10
2
4
3,828
5
4,778,631
2,610
1
20,658
5,490
239,117,997
45,551,005
39,315
1.65
0.00
0.00
0.01
0.00
82.59
15.74
0.01
5,981
289,515,707
100.00
1
1
1
1
1
24,048
851
1
302
14,113
0.01
0.00
0.00
0.00
0.00
39,315
0.01
Number of Shareholders
Individuals
Investment Companies
Insurance Companies
Joint Stock Companies
Financial Institutions
Modarabas
Foreign Shareholders
Others (see below)
Shares held
Shares held
Percentage (%)
3,705
14
9
59
12
2
9
18
13,708,279
594,383
10,462,794
1,434,046
14,483,418
41,937
3,247,858
1,578,290
4.74
0.21
3.61
0.50
5.00
0.01
1.12
0.55
3,828
45,551,005
15.74
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
2,500
32,282
41,023
62,139
73,617
145,362
26,375
30,000
15,217
1,705
49,309
66,919
5,566
10,000
27,012
216,500
2,929
769,835
0.00
0.01
0.02
0.02
0.03
0.05
0.01
0.01
0.01
0.00
0.02
0.02
0.00
0.00
0.01
0.07
0.00
0.27
18
1,578,290
0.55
Shareholding Information
Categories of Shareholders
Number of
Shareholders
Number of
Shares Held
Percentage
(%)
2
1
1
1
1
1,565
3,521
3
2,367
4,347
0.00
0.00
0.00
0.00
0.00
2
1
1
222,891,465
17,908
16,208,624
76.99
0.01
5.60
10,293
0.00
10
13,108,759
4.53
22
3,751,921
1.30
1
1
1
1
1
1
1
1
1
1
1
1
1
8,933,413
335,500
10,712
35,000
8,895
5,187
50,000
81,048
12,000
30,000
15,000
1,500
7,000
3.09
0.12
0.00
0.01
0.00
0.00
0.02
0.03
0.00
0.01
0.01
0.00
0.00
5822
3
18,464,814
345,401
6.38
0.12
2,902,457
1.00
Local
Foreign
Foreign Companies
Others
91
2,277,007
0.78
5,981
289,515,707
100.00
222,891,465
16,208,624
76.99
5.60
Totals
Share holders holding 5% or more
Distribution of Shares
83%
6%
4%
Holding Company
Individuals
Insurance Companies
Financial Institutions
7%
45
46
GSK
ORDINARY BUSINESS
1.
(a) To receive and adopt the Report of the Directors and the Accounts for the year ended December 31, 2013
and the Auditors Report thereon;
B.
2.
3.
To elect seven (07) Directors of the Company as fixed by the Board for a term of three years commencing from
May 7, 2014 in accordance with the provisions of Section 178(1) of the Companies Ordinance, 1984. The ten
(10) retiring Directors are Mr. M. Salman Burney, Mr. Shahid Mustafa Qureshi, Mr. Yahya Zakaria, Mr. Maqboolur-Rehman, Mr. Dave Cooper, Mr. Rafique Dawood, Mr. Husain Lawai, Mr. Mehmood Mandviwalla, Ms. Erum S.
Rahim and Ms. Fariha Salahuddin.
SPECIAL BUSINESS
To consider and if thought fit to capitalize a sum of Rs. 289.52 million out of the Unappropriated profit of the Company
for the issuance of 28,951,571 bonus shares in the proportion of ten ordinary shares for every one hundred ordinary
shares held by the Members of the Company as on April 21, 2014.
By Order of the Board
Karachi
SHAHID MUSTAFA QURESHI
April 07, 2014
Director / Company Secretary
[Notice of the AGM and Statement as required by Section 160(1) (b) of the Companies Ordinance, 1984, in respect of
the special business to be considered at the meeting is being sent to the Members with the Annual Report and Financial
Statements 2013].
Notes:
1.
The individual Members who have not yet submitted photostate copy of their valid Computerized National Identity Card
(CNIC) to the Company are once again requested to send their CNIC (copy) at the earliest directly to the Companys
Share Registrar at Central Depository Company of Pakistan Limited, CDC House, 99-B, Block B, S.M.C.H.S., Main
Shahra-e-Faisal, Karachi. The Corporate Entities are requested to provide their National Tax Number (NTN) and Folio
Number along with copy of the CNIC. Reference in this connection be made to the Securities and Exchange Commission
of Pakistan (SECP) Notification dated August 18, 2011, SRO 779(I) 2011, which mandates that the dividend warrants
should bear CNIC number of the registered member or the authorized person, except in case of minor(s) and corporate
members.
2.
The Share Transfer Books of the Company will be closed for the purpose of determining the entitlement for the
payment of Final Dividend and for determining the entitlement for the issuance of bonus shares from April 21, 2014 to
April 28, 2014 (both days inclusive). Transfers received at the Office of the Share Registrar of the Company at Central
Depository Company of Pakistan Limited, CDC House, 99-B, Block B, S.M.C.H. Society, Main Shahrah-e-Faisal,
Karachi at the close of business on April 18, 2014 (Friday) will be treated in time for the purposes of entitlement to the
transferees.
3.
A member entitled to attend and vote at the Meeting may appoint another member as his/her Proxy to attend, speak
and vote at the Meeting on his/her behalf. Instrument appointing Proxy must be deposited at the Office of the Share
Registrar of the Company at Central Depository Company of Pakistan Limited, CDC House, 99-B, Block B, S.M.C.H.S.,
Main Shahra-e-Faisal, Karachi not less than 48 hours before the time of the Meeting.
4.
The shareholders are requested to notify the Company if there is any change in their address.
5.
CDC Account Holders will further have to follow the under mentioned guidelines as laid down in Circular No. 1 of 2000
dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.
6.
A.
i)
In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group
account and their registration details are uploaded as per the Regulations, shall authenticate his/her identity
by showing his/her original Computerized National Identity Card (CNIC) or original passport at the time of
attending the meeting.
ii)
In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature of the
nominee shall be produced (unless it has been provided earlier) at the time of the meeting.
B.
i)
In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group
account and their registration details are uploaded as per the Regulations, shall submit the proxy form as per the
above requirement.
ii)
The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be
mentioned on the form.
iii)
Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy
form.
iv)
The proxy shall produce his/her original CNIC or original passport at the time of the meeting.
v)
In case of corporate entity, the Board of Directors resolution/power of attorney with specimen signature shall
be submitted (unless it has been provided earlier) along with proxy form to the Company.
The shareholders holding physical shares are also required to bring their original CNIC and/or copy of CNIC of
shareholder(s) of whom he/she/they hold Proxy(ies) without CNIC such shareholder(s) shall not be allowed to attend
and/or sign the Register of Shareholders/Members at the AGM.
47
48
GSK
Karachi
F 268, S.I.T.E.,
Near Labour Square,
Karachi 75700
Tel: (92 -21) 32570665 69
Fax: (92-21) 32572613
Plot # 5, Sector 21,
Korangi Industrial Area,
Karachi 74900
Fax: (92 21) 35015800
UAN: 111 000 267
B 63, 65,
Estate Avenue,
S.I.T.E.,
Karachi
Tel: (92 -21) 32561200 07
Fax: (92-21) 32564908
Sukkur
Plot No. 77/80, Block B,
Friends Cooperative Housing Society,
Akhuwut Nagar, Airport Road
Tel: (92 -71) 5630668, 5630144
Fax: (92-71) 5631665
Multan
Islam-ud-din House, Mehmood Kot,
Bosan Road,
Tel: (92 -61) 6222061 63
Fax: (92-61) 6222064
Lahore
Cordeiro House,
Plot No. 27, Kot Lakhpat Industrial Estate,
Kot Lakhpat
Tel: (92 42) 35111061 64
Fax: (92 42) 35111065
Islamabad
Aleem House, Plot No. 409,
Sector I 9, Industrial Area
Tel: (92 51) 4433589, 4433598
Fax: (92 51) 4433706
Peshawar
D Souza House, Nasirpur,
Near Abid Flour Mills,
G.T. Road
Tel: (92 -91) 2261451 52
Fax: (92-91) 2261457
Form of Proxy
GlaxoSmithKline Pakistan Limited
I/We _____________________________________ of __________________________________________________, being a
Member of GlaxoSmithKline Pakistan Limited holding __________________________ ordinary shares, HEREBY APPOINT
____________________________________________ of
______________________________________________, another
(Signature of Witness 1)
(Signature of Witness 2)
Name of Witness:
Name of Witness:
CNIC No.:
CNIC No.:
Address:
Address:
Notes:
1.
The Member is requested:
(a)
to affix Revenue Stamp of Rs. 10/- at the place indicated above;
(b)
to sign in the same style of signature as is registered with the Company;
(c)
to write down his/her Folio Number.
2.
For the appointment of the above proxy to be valid, this instrument of proxy must be received at the Office of the Share Registrar of the Company at Share
Registrar Department, Central Depository Company of Pakistan Limited, 99-B, Block B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi, at least 48 hours
before the time fixed for the Meeting.
3.
Any alteration made in this instrument of proxy should be initialed by the person who signs it.
4.
In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the
other joint holders, and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.
5.
The proxy form must be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
(ii)
Attested copies of CNIC or the passport of the beneficial owners and of the Proxy must be furnished with the proxy form.
(iii)
The Proxy must produce his original CNIC or original passport at the time of the Meeting.
(iv)
In case of corporate entities, the Board of Directors resolution/power of attorney and specimen signature must be submitted (unless it has been provided
earlier) alongwith proxy forms to the Share Registrars.
49
Affix
Correct
Postage
Glossary
TERM DEFINITION
AMP
African Malaria Partnership
AO
Assessing Officer
BPH
Benign Prostatic Hyperplasia
CFC Chlorofluorocarbon
CFC
Concern for Children
CHC
Consumer Health Care
CIRA
Commissioner of Inland Revenue (Appeals)
COPD
Chronic Obstructive Pulmonary Disease
CRM
Customer Relationship Management
CSR
Corporate Social Responsibility
Cx Consumer
EBIT
Earnings Before Interest and Taxation
EBITDA
Earnings Before Interest, Taxation, Depreciation and Amortization
EHS
Environment, Health and Safety
EMAP
Emerging Markets & Asia Pacific
EPS
Earnings Per Share
FLP
Future Leaders Programme
FLLE
First Line Leader Experience
GLP
Glucagon-like Peptide
GMS
Global Manufacturing and Supply
GSK GlaxoSmithKline
GSKP
GlaxoSmithKline Pakistan
HCP
Healthcare Professional
HFA Hydrofluoroalkanes
HMM
Harvard Manage Mentor
HR
Human Resources
IAS
International Accounting Standards
ICAP
Institute of Chartered Accountants Pakistan
ICMAP
Institute of Cost and Management Accountants Pakistan
ICS
Inhaled Corticosteroid
IFAC
International Federation of Accountants
IFRS
International Financial Reporting Standards
IPR
Intellectual Property Rights
IT
Information Technology
ITAT
Income Tax Appellate Tribunal
KIBOR
Karachi Interbank Offer Rate
LABA
Long-acting beta-adrenoceptor agonist
LDC
Lesser Developed Countries
MCH
Mother-Child Health Center
NBFC
Non-Bank Financial Companies
NBV
Net Book Value
NGO
Non Government Organization
NTD
Neglected Tropical Diseases
OH
Occupational Health
OCI
Other Comprehensive Income
PMSA
Pakistan Maritime Security Agency
QMS
Quality Management System
R&D
Research and Development
Rx Pharma
SLIC
State life Insurance Corporation
SKU
Stock Keeping Unit
T-Bill
Treasury Bill
WPD
World Pneumonia Day
ZAP
Zero-Accident Promotion