Annual Report: Glaxosmithkline Consumer Healthcare Limited

Glaxosmithkline consumer healthcare limited
Annual Report
For the year ended march 31, 2016
Malt Based Food
GlaxoSmithkline
Consumer Healthcare Limited
Chairman
Subodh Bhargava
Managing Director
Zubair Ahmed (till 31.5.2015)
Manoj Kumar (w.e.f. 1.6.2015)
Contents
Board of Directors, etc.
Financial Statistics
Financial Highlights
Directors Report
Business Responsibility Report
19
Corporate Governance Report
25
CEO & CFO Certification
34
Auditors Report
35
Balance Sheet
39
Statement of Profit and Loss
40
Cash Flow Statement
41
Notes to Financial Statements
43
Registrars And Transfer Agents

Karvy Computershare Pvt. Ltd.
Karvy Selenium Tower B
Plot No. 31 & 32, Gachibowli, Financial District,
Nanakramguda, Serilingampally
Hyderabad 500 008
Website: www.gsk-ch.in
Directors
Kunal Kashyap
Mukesh H. Butani
Naresh Dayal
P. Dwarakanath
Jaiboy J. Phillips
Ramakrishnan Subramanian (till 31.5.2015)
Vivek Anand (w.e.f. 1.6.2015)
Jonathan Box
Sangeeta Talwar
Company Secretary
Sonali Khanna
Bankers
Deutsche Bank
Citibank N.A.
State Bank of India
HDFC Bank Limited
The Hongkong & Shanghai Banking Corporation Limited
ICICI Bank Limited
State Bank of Patiala
Andhra Bank
ANZ Bank
DBS Bank Limited
Standard Chartered Bank
Punjab National Bank
Barclays Bank Plc.
Auditors
Price Waterhouse
Registered Office
Patiala Road, Nabha 147 201 (Punjab)
Investor Email ID: [email protected]

Corporate Identity Number: L24231PB1958PLC002257
Head Office
24 & 25 Floor, One Horizon Centre, DLF Phase - V
Gurgaon 122 002 (Haryana)
1
GlaxoSmithkline Consumer Healthcare Limited
Financial Statistics
Ten Year Financial Statistics
(Rs. Lacs)
2006
2007
2008
2009
2010
2011*
2012*
2013-14*
(15 Months)
2014-15* 2015-16*
42,06
42,06
42,06
42,06
42,06
42,06
42,06
42,06
Reserves & Surplus
5,00,65
6,04,29
7,18,82
8,63,04
9,17,98 11,02,12 13,18,92
17,70,79
20,70,98 24,03,57
TOTAL SHAREHOLDERS'
FUNDS
5,42,71
6,46,35
7,60,88
9,05,10
9,60,04 11,44,18 13,60,98
18,12,85
21,13,04 24,45,63
FUNDS EMPLOYED
5,42,71
6,46,35
7,60,88
9,05,10
9,60,04 11,44,18 13,60,98
18,12,85
21,13,04 24,45,63
24,07
17,28
6,58
5,66,78
6,63,63
7,67,46
Gross Fixed Assets
5,28,21
5,40,99
Depreciation
2,70,32
NET FIXED ASSETS

INVESTMENTS
SOURCES AND APPLICATIONS OF FUNDS

SOURCES OF FUNDS
Share Capital
DEFERRED TAX LIABILITIES

TOTAL
42,06
42,06
9,05,10
9,60,04 11,44,18 13,60,98
18,12,85
21,13,04 24,45,63
5,55,34
5,96,26
7,07,29
7,85,82
8,53,48
8,93,07
11,01,60 11,50,85
2,97,65
3,29,24
3,64,00
3,96,71 4,35,97
4,62,40
5,14,71
5,67,54
6,13,49
2,57,89
2,43,34
2,26,10
2,32,26
3,10,58 3,49,85
3,91,07
3,78,36
5,34,06
5,37,36
2,19,68
2,97,83
0.05
0.05
0.05
11,01
26,73
39,89
61,63
90,30
1,04,34
1,12,47
89,21
1,22,46
5,41,36
6,61,83
6,22,73 7,54,44
9,08,28
13,44,19
14,74,64 17,95,80
5,66,78
6,63,63
7,67,46
9,05,10
9,60,04 11,44,18 13,60,98
18,12,85
21,13,04 24,45,63
APPLICATION OF FUNDS
DEFERRED TAX ASSET

NET ASSETS (CURRENT AND
NON CURRENT)
TOTAL APPLICATION
* 2011, 2012, 2013-14 based on Revised Schedule VI and 2014-15 and 2015-16 based on Schedule III
Ten Year Track Record
(Rs. Lacs)
2006
TURNOVER (NET)
2007
2008
2009
2010
2011
2012
2013-14
(15 Months)
11,07,87 12,78,46 15,42,78 19,21,50 23,06,12 26,85,51 30,79,36
46,82,92
2014-15
2015-16
41,36,44 41,06,61
PROFIT BEFORE TAX
1,90,57
2,45,12
2,85,71
3,53,86
4,51,80
5,40,26
6,48,69
10,16,07
8,89,14
10,55,40
NET PROFIT
1,26,93
1,62,68
1,88,33
2,32,78
2,99,85
3,55,21
4,36,76
6,74,75
5,83,60
6,86,91
42,06
50,47
63,08
75,70
2,10,28
1,47,19
1,89,25
1,89,25
2,31,31
2,94,39
5,90
8,58
10,72
12,87
34,92
23,88
30,70
32,16
47,09
59,93
78,98
1,03,63
1,14,53
1,44,22
54,65
1,84,13
2,16,80
4,51,87
3,05,21
3,32,60
1,00
1,20
1,50
1,80
5,00
3,50
4,50
4,50
5,50
7,00
30.18
38.68
44.78
55.35
71.30
84.46
1,03.75
1,60.44
1,38.77
1,63.34
24,019
22,315
22,548
22,443
22,867
25,639
27,020
26,423
27,288
33,352
DIVIDEND PAYOUT
CORPORATE DIVIDEND TAX
RETAINED EARNINGS
DIVIDEND (%)
EARNINGS PER SHARE (Rs.)
NUMBER OF SHARE
HOLDERS
Turnover (Net)
Profit Before Tax
(Rs. Lacs)
(Rs. Lacs)
50,00,00
35,00,00
25
8,00,00
30,00,00
25,00,00
22
21
20
6,00,00
20,00,00
21
20
4,00,00
15,00,00
10,00,00
0
26
10,00,00
40,00,00
5,00,00
30
12,00,00
45,00,00
15
2,00,00
26,85,51
30,79,36
2011
2012
46,82,92
2013-14
(15 Months)
41,36,44
41,06,61
2014-15
2015-16
5,40,26
6,48,69
2011
2012
10,16,07
2013-14
(15 Months)
PBT as a % to Sales
8,89,14
10,55,40
2014-15
2015-16
10
EBIT
(Rs. Lacs)
24
9,00,00
7,50,00
19
17
17
17
20
16
6,00,00
16
4,50,00
12
3,00,00
1,50,00
0
4
4,64,15
5,37,33
2011
2012
8,10,23
2013-14
(15 Months)
6,67,99
7,77,44
2014-15
2015-16
EBIT as a % to Sales
Net Profit
Current Ratio (Times)
(Rs. Lacs)
(Rs. Lacs)
24
7,00,00
6,00,00
20
13
14
14
16
14
12
3,00,00
8
2,00,00
1,00,00
3,55,21
2.07
1.96
5,00,00
18,15,28
17
5,00,00
4,00,00
6,00,00
2011
4,36,76
2012
6,74,75
2013-14
(15 Months)
5,83,60
2014-15
6,86,91
2015-16
1.92
4,00,00
16,86,04
1.85
3,00,00
14,31,58
1.78
11,05,30
2,00,00
9,37,57
1,00,00
0
0
16,70,09
20,42,96
2011
2012
Net Profit as a % to Sales

Current Assets
27,53,93
2013-14
(15 Months)
33,05,42
37,56,04
2014-15
2015-16
Current Liabilities
Current Ratio
Directors Report
Your Directors are pleased to present the Annual Report on the business
and operations of your Company and the audited Financial Statements of
the Company for the year ended March 31, 2016.
launch was backed up by 360 degree campaign including consumer

activation Toy Store for kids to taste Chocolate Horlicks and also get a
chance to choose toys from a store full of toys, if selected as the winner.
Financial Results
The Life stage Nutrition portfolio driven by Horlicks brand extensions

continued to do well during the year, on the back of innovative campaigns
as a result of which impressive all round performance with key milestones
have been achieved and 0.5% increase in value market share.
Revenue from operations (Net)

Profit before Depreciation,
Amortisation and Tax
Less: Depreciation
Profit Before Tax
Less: Provision for Tax
- Current Tax
- Deferred Tax
(Rs. Lacs)
Year
ended
March 31,
2016
Year
ended
March 31,
2015
43,08,72.75
11,12,83.53
43,07,58.52
9,51,22.96
57,43.87
10,55,39.66
62,08.66
8,89,14.30
Mothers Horlicks continues to grow high double digits with the launch
of Early Start campaign in March 15 to drive brand adoption from
Trimester 1 of Pregnancy. Further, new campaign launched in Q4 16
was accompanied by the launch of the concept of Small for Gestational
Age to detail Gynaecologists to drive recommendation from Trimester 1
by the Expert Team. This has resulted in higher off takes and the highest
ever prescription share.
3,76,61.44
3,16,92.52
(8,13.27)
(11,38.15)
3,68,48.17
3,05,54.37
Profit After Tax
6,86,91.49
5,83,59.93
Previous year figures regrouped/reclassified wherever necessary to
conform to this years classification.
Appropriations
Proposed Final Dividend
(2,94,38.88)
(2,31,30.55)
Corporate Dividend Tax
(59,93.06)
(47,08.83)
Transferred to General Reserves
(68,69.15)
(58,35.99)
(4,23,01.09)
(3,36,75.37)
Earnings Per Share (Rs.)
163.34
138.77
(Basic & Diluted)
Dividend per Share (Rs.)
70.00
55.00
Womens Horlicks continued its differentiation through Bone Health

platform. New improved product with 100% Recommended Dietary
Allowance (RDA) of Calcium and Vitamin D with improved taste was
launched that has seen a steady increase in household penetration across
the country. Further, it was backed by 360 degree campaign that highlights
30 as the age to start nutrients consumption for strong bones. The digital
campaign Strong to the Bone launched on the Womens Day that included
an online Bone Mineral Density test (BMD) resulting in Womens Horlicks
emerging as the No.1 brand in share of voice.
Performance of the Company

Your Company has delivered consistently 11 years in a row double digit
profitable growth. Net Sales and PAT for the year ended March 31, 2016
were Rs. 41,06,60.54 Lacs and Rs. 6,86,91.49 Lacs respectively despite
the end of fiscal benefits from end April 15 (457 bps impact on Net Sales).
Your Company strengthened its leadership position in HFD category to
66.2% and 58.3% by gaining 1.4% and 0.9% volume and value market
share respectively.
Boost restage was launched in March 2016 with a new pack and trendy
design than focuses on building 3X more stamina** that was backed
up new campaign with a market insight that inspires kids with the theme
of Play the Bigger Game. This was supported with compelling thematic
communication, shopper and consumer activation Boost Race of
Champions, strong trade and shopper visibility to increase awareness
and importance of correct nutrition and highlight the unique proposition
of Scientifically Proven to Give 3X more Stamina. As a result, Boost
continues to rank third in HFD Category.
Your Company continues to focus on innovation and delivering products

of value with superior science.
Horlicks built on its Power of Milk that was led by the claim that Horlicks
is clinically proven to increase the power of milk. Awesome Squad,
fully animated campaign was launched with the objective of making milk
consumption exciting for kids and gives children a chance to see their
animated selves digitally. Further, Horlicks continued on its strategy of
driving daily consumption in core markets by activating the Drink Daily,
Grow Daily and Food Science campaign to address the evening
consumption. This educates the Mother about her food basket that may be
varied and good but may not have the requisite nutrition unless she adds
Horlicks twice a day to it. Further, Rs. 10 sachet has been launched in South
and East markets to drive penetration and cater to the bottom of pyramid.
New Best Ever Chocolate Horlicks was launched in October 15 to
enhance the consumption experience in terms of taste for the Consumers.
Product development and formulation optimisation was completed utilising
global cutting edge sensory techniques, by understanding the drivers of
liking and the consumer segmentation of both groups of consumers. The
Junior Horlicks launched a new campaign and visibility drives in select

cities including Modern Trade that focuses on healthy weight gain and
brain development of the child that has resulted in improving the Market
Share.
Further, a new campaign Har Chhote Dhoni Ke Liye Chhota Boost for
Boost sachets was released in October 15 to engage, create excitement
and accelarate trials with the consumers including the bottom of pyramid
end users.
The Foods portfolio focus is to improve profitability margin. Horlicks
Oats new package rolled out in July 15 backed by distribution focus and
consumer promotions to strengthen its second number position in the
category in South India. Horlicks Oats has been launched in the East India
for the first time in Q4 2015-16.
Your Company had taken a decision to have in-house resources for detailing
of GSK brands to Health Care Professionals (HCPs) to enable delivery
of cutting edge science through a highly engaged field force. The team
has enabled the Company Brands and the product science to reach out
to HCPs and chemists across India through the various programs to drive
awareness on the Role of right nutrition in pregnant women and kids,
educate gynecologists on the detection of anomalies in fetus due to nutrition
deficiencies and the role of early nutrition intervention with supplements
**Based on an independent study conducted in 2009 (J. Nutr. 141:2017-2023,2011), the number of shuttles completed by Boost consuming children increased by 25%
as compared to 8% increase in children who consumed non-fortified chocolate beverage in a 20-m shuttle test measuring whole body endurance
Directors Report
like Mothers Horlicks during pregnancy. This has resulted in higher off
takes and the highest ever prescription share for the Company products.
Dividends
The Directors recommend a total dividend of Rs. 70 per equity share of
Rs. 10 each for the year ended March 31, 2016. If approved by the Members
at the ensuing Annual General Meeting to be held on August 5, 2016, it will
be paid on or before September 4, 2016 to those Members whose names
appear in the Companys Register of Members and to those persons whose
names appear as beneficial owners (as per the details to be furnished by
the Depositories in respect of the shares held in dematerialised form) as
at the close of business hours on July 27, 2016.
Management Discussion and Analysis Report
The economic environment in the financial year 2015-16 remained largely
neutral due to subdued growth momentum though the overall consumer
sentiments remained positive for potential and revival. The global economy
slowdown and uncertainty, amidst China fears, in the recent year has
made growth and profitability increasingly elusive. There is a tremendous
focus on the Emerging Markets due to continuous pressure and stress
at global level. Indian economy faced its own set of challenges in terms
of weak / poor monsoons for two successive years, subdued consumer
sentiment impacting consumption and slowdown of rural economy, natural
calamities (Chennai floods, Nepal earthquake), political disturbances in
Bangladesh and Nepal leading to low growth in volume and value in HFD
and the Company.
The economy benefitted in the financial year from softening of commodity
and crude prices that kept the general inflation to moderate levels, Central
Bank decision to cut rates and highest forex reserves. The Government
focus on Make in India, investments in infrastructure projects, rural
development and financial empowerment (bank accounts, direct benefit
transfer) of the people at the bottom of pyramid are the positive indicators
for the economy and industry to be optimistic that the economy will pick
up in times to come. Further, the fundamentals of the Indian economy
continue to be good that reinforces its growth potential, however the
pace of executing the reforms agenda remains key to translate the positive
sentiment to the economys revival.
According to A C Nielsen, market researcher, FMCG volume growth slowed
down to 0.9% for PAN India. The impact was high in Southern market,
where growth declined by 0.2%. The Rural growth has also slowed down
on account of below average monsoon and unseasonal rains, low minimum
wages and MSP hike.
Despite these challenges, we believe we are well placed to deliver strong
performance given our understanding of consumer behaviour. We also
have robust Go to Market Strategy, superior science, pipeline for innovative
products, efficient cost management and talent management processes.
These, we believe, fortifies us against all headwinds that we may face.
Your Company is growing consistently and improving the Market Share
both in volume and value terms despite category slowdown due to
macroeconomic challenges, through sustained focus on brand connect,
continuous investment in brands and driving execution excellence in
coverage expansion in the urban and rural business. Rural business
now reaches directly to over 20,000 villages and works with the rural
communities to build our categories, brands and create positive social
impact by building awareness on nutrition and promoting good health
practices amongst the rural population.
Two key growth drivers in our Rural Programme are Horlicks Swasthya
Abhiyan (HSA) and Village Level Entrepreneurs (VLE); HSA program aims to
improve the standard of living in the rural areas, engaging with rural medical
practitioners and community workers, thus creating awareness, education
and relevance for our brands. HSA now reaches over 5,000 villages and
connects with over a million consumers. VLE has reached more than 1,000
villages by which we are reaching out to bottom of the pyramid, and in this
process, create livelihood for underprivileged rural women while enhancing

access of our products in small villages economically empowering rural
women. Further, Mobile Sakhi, a mobile based advisory service for pregnant
mothers delivers vital information pertaining to pregnancy is used by over
50,000 rural women. Rural Marketing Association of India has recognised
your Company efforts for its marketing campaigns in rural India at the
recently convened Flame Asia awards as GSK won 6 awards in different
categories.
Your Companys growth in Modern Trade continues to defy the slowdown
in the channel and improve penetration level with a double digit growth
and gaining 196 bps in Volume Market Share (A C Nielsen). The strong
performance has been on the back of strong and competitive growth during
Big Day sales, activations and bone health checks.
Your Company continues to invest in Brands and connect with the
Consumers through innovative and diversified platforms of Advertising.
In todays environment digital media is an effective mean to connect with
a large Consumer base in real time. The Company launched a digital
campaign Strong to the Bone on the Womens Day that included an online
Bone Mineral Density test (BMD) resulting in Womens Horlicks emerging
as the No.1 brand in share of voice. The film saw 17 million views across
various digital platforms and more importantly 25000+ women take Online
Bone Mineral Density test. Further, Chocolate Horlicks Mixes in milk even
before you skip this Ad was awarded the Best Digital Strategy award at
Media Abbys in April 15.
Your Companys focus on cost management, working capital optimisation
and simplification program continued to deliver strong results in mitigating
inflation and supporting profitable growth despite the end of fiscal benefits
at Baddi in the financial year. Sustained improvement in working capital
continued in the current financial year. The cost optimisation programs
and returns from surplus cash arising from working capital initiatives have
supported sustained investments in your Companys brands. Simplification
initiatives like Electronic Collection Model and E-claims were taken to
empower, improve speed and strengthen the existing processes for better
customer experience.
Reserves
The total Reserves as on March 31, 2016 stood at Rs. 24,03,57.70 Lacs
representing an increase of 16% from March 31, 2015. An amount of
Rs. 68,69.15 Lacs has been transferred to Reserves.
Research and Development (R&D)
Your companys vision is to develop novel products backed by consumer
insights along with superior science and differentiation from competitors.
Last year saw 3 new launches and restages in India including the
reformulation of Chocolate Horlicks for North and West market delivering
a significantly better tasting product based on strong regional consumer
preference to drive strong HFD category growth in North & West market.
Product development and formulation optimisation was completed utilising
global cutting edge sensory techniques, by understanding the drivers of
liking and the consumer segmentation of both groups of consumers. With
this launch, Chocolate Horlicks has gained significant market share than
competition.
Your favourite Women Horlicks brand was restaged with new and improved
taste to drive enhanced consumption. The restage also offered other
exciting delivery of contemporary, user friendly packaging. These new
products were also harmonised with the efficient manufacturing technology
to provide the best end to end benefits to the supply chain. Your companys
R&D goal continues to focus on strengthening our category leadership
through the differentiated Science and Technology breakthrough in the
Indian subcontinent, while leveraging synergies to drive growth in other new
geographies across the world. In addition, efforts were also undertaken to
drive efficient development to enable the future growth agenda for other
markets such as Bangladesh and Sri Lanka.
R&D is significantly involved in building defining new science and benefits

either through new technology that would give cutting edge advantage for
our offerings along with scientific research to drive differentiated claims
to maintain category leadership for 2016 and beyond. Some of the high
science differentiated products are in advance stage of development for
launches in short, medium, and long term, and thus making our innovation
pipeline robust.
The Information Technology function has been a key business enabler

across all functions of the Company.
New end to end Innovation process has been rolled out to bring rigor
in project management and ensure delivery of the innovation pipeline in
time, meeting strong quality, speed, product design to value and process
governance. Your Company continues to focus its efforts on commercialising
differentiated science based innovations in all the categories we compete
in, while keeping the values and compliance in mind.
During the year Company also kicked off the following projects
You will be glad to know that your companys R&D has significantly dialled
up our reach to external technologies through the Open Innovation network.
The Open Innovation team is working to bring external innovation from
across the globe to drive unique technology advantages to the Company
and speed to market to strengthen innovation portfolio.
You will be pleased to know your Companys R&D function is adopting
best practices in consumer insights and have strong network with GSKs
global capabilities on scientific exploration, clinical science, sensory and
product understanding, packaging networks to access best information
to deliver product of best quality, science and relevance.
Profitable growth ambitions are actively supported by R&D through a
structured Value Engineering Program which also helps to mitigate the
increasing cost of raw materials. Design to value remains an integral
part of R&D product development process to provide most efficient cost
advantage to end consumer. R&D also partners with Supply Chain on a
long term manufacturing process that is cost efficient, more sustainable
manufacturing process and high quality
You will be proud to know that your Companys R&D is working towards our
environment sustainability initiatives. The R&D function has also partnered
with Supply Chain for capacity enhancement projects and initiated work
on long term manufacturing processes that are efficient from a capital,
operational cost, and aspires to have a lower carbon footprint.
The R&D function continues to focus on the regulatory compliance with
local food laws, and also proactively engages with the regulatory authorities
and industry associations to shape the regulatory environment for science
based innovation in food and nutrition.
Packaging has long proven to be a critical success factor for winning with
the consumers at the first and second moments of truth. The team works
seamlessly with Design, Commercial and R&D functions to drive Packaging
Innovation. The team also has been recognised externally through multiple
Packaging Excellence awards in India, Asia, and at the Global level. This
is in recognition of the committed efforts from the Companys Packaging
function.
ISO Certification
Your Companys manufacturing facilities at Nabha, Rajahmundry and
Sonepat continue to be certified to the latest version of ISO 9001: 2008,
ISO 22000: 2005, ISO 14001: 2004 and OHSAS 18001: 2007 by SGS,
a leading International certification Company. These certifications indicate
our commitment in meeting, in a sustainable manner, Global Quality,
Environment Health and Safety Standards.
Information Technology
Your Company continues to lead integration of Information Technology
for business efficiencies.
During the year, your Company has rolled out projects to strengthen Human
Resource (HR) processes by implementing WORKDAY an integrated
system for all HR processes and continued to focus on increasing the
consumer reach by enabling digital solutions across brands.
- New ERP (SAP) Project to support and strengthen the Business

process operations, a dedicated team is working on this project with
a target to go live by June 2017.
- New DMS system (Distributor Management System) to strengthen the
Sales operations and target to rollout by March 2017
The Information Technology function continues to display excellent
agility and innovation to address the challenging business and economic
environment and has come up as a key growth enabler for your Company.
Internal Control System and Adequacy
The Company has established and maintained adequate internal control
framework in line with the Internal Financial Controls (IFC) requirement
within the meaning of the explanation to Section 134(5)(e) of the Companies
Act, 2013 including financial controls based on the internal control over
financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India (ICAI). The Company has
evaluated the operating effectiveness of internal control systems and is
supplemented by:

Well-documented standard operating procedures, policies, risk and

control matrices for all material processes and fraud risk mitigation.
Further, these documents are tested for operating effectiveness,
regularly reviewed and updated to align with global best practices.
Any material variances from the budget are reviewed on a monthly

basis and require approval of the Management Team. All major policy
changes are approved by the Managing Director.
Quarterly submission of structured Internal Control Letters (ICLs)

covers all functions in the Company. The self-assessment by process/
control owner is also used as the basis of CEO/CFO certification as
required under Clause 49 of the Listing Agreement with the Stock
Exchange.
The Company has a Risk Management and Compliance Board

(RMCB), now called the Risk Management Committee (RMC),
comprising of the Managing Director, Finance Director, Operations
Director, Executive Vice President Legal and Executive Vice President
Human Resource. Risk maps stating the significant business risks,
potential consequences along with mitigation plans are prepared by
each function and reviewed by RMC on a regular basis.
The Company has a robust internal audit function, that reports into the Audit
Committee and carries out review of operations, systems and functions
basis the plan approved by Audit Committee.
All significant Audit observations and follow-up actions thereon are
reported to the Audit Committee. The Committee reviews the adequacy
and effectiveness of the Companys internal control framework and monitors
the implementation of audit recommendations including those relating to
strengthening the Companys risk management policies and systems.
Directors Report
Human Resource Development

In 2015 your Company continued its journey to embed the new People and
Performance culture to become a truly fast moving consumer healthcare
company that employees would love to work for.
Your Company remains focussed on building a culture where both People &
Performance are equally important. It is a culture that focuses on speed with
accountability, appropriate risk taking and an enterprise orientation.
To support this, we continue to invest significantly in developing talent
across levels, leveraging processes such as Integrated Talent Management
to ensure sustainability of talent and robust succession pipelines for all our
key roles. Our focus on Differentiated Development ensures that employees
are able to leverage a variety of opportunities to develop and take on greater
responsibilities in line with their career aspirations. Along with this, in 2016,
we rolled out the Winning Soft Skills program to enhance the behavioural
capability of our frontline sales force and accelerate their careers.
Your organisation has also reshaped the Expert Sales & Marketing
organisation in 2015 by in sourcing the existing employees and giving
a fresh impetus to the Go-To-Market approach. The entire exercise of
designing, hiring and integrating a multi functional organisation took place
over the entire year, and in 2016, the focus will be to further integrate the
new organisation into the Company and make it engaged, empowered
and successful.
Your organisation also took positive steps towards Industrial relations. As a
part of this, the Rajahmundry Long Term Wage Settlement was successfully
signed on 17th December 2015 with the recognised union.
Simplification remains one of our top priorities. In keeping with the same, we
have embraced technology and have launched a new cloud based people
management system on 14th December 2015 for all our employees across
India. Introduction of this system will transform the way HR functions; it
will make people management simpler and more effective and help deliver
superior business results. It is a simple, intuitive, easy-to-use interface
for manager and employee self-service, coupled with anytime, anywhere
access will substantially change the life for our people. Providing a single,
global system of record, the system will facilitate a more strategic role for
HR as a genuine partner to the business. Workday will also be supported by
an efficient HR Service Delivery Model and a query management solution.
The employee uptake of this new system has been heartening and it was
demonstrated during the 2016 Performance and Development Planning cycle.
Your Company is strongly committed to principles of Inclusion and Diversity
which is a global HR focus. This is being driven across the Company through a
set of programmes to sensitise managers to appreciate the diversity in workforce,
hiring suitable women candidates and by building a culture more congenial for
women colleagues. We are delighted that we have been constantly improving
our gender ratio over the years and have been successful in hiring women
candidates in roles that have been traditionally filled up by men. In 2015, for
the first time, we have hired the women Sales managers and women Sales
trainees. In 2016, our focus will be to build a culture of inclusive empowerment
and trust through various initiatives.
We continue to reinforce the values of the company through relevant and
transparent internal communication, employee engagement and direct contact
programmes to ensure we have a highly engaged workforce that is truly aligned
to the Companys mission of do more, feel better, live longer
Awards and Recognition
Your Company efforts to deliver the best quality products backed up
by science based innovation, strong talent base and brands have been
recognised during the year. Some of the key recognitions are:

In the Economic Times Brand Equity Survey 2015, Horlicks has been
ranked as the most trusted brand in Hot Beverages. Further, Horlicks
has moved to Top 10 Brands across India (Ranked 6 vs 25 last year).
Your Company featured amongst Forbes Super 50 Companies.
Your Company Rural Marketing Initiatives (HSA, VLE, etc) won 6 awards
at the 10th Annual Flame Asia Awards conducted by Rural Marketing

Association of India.
Horlicks makes it to Hot 50 brands of Delhi-NCR
Horlicks won at INK awards for excellence in newspaper advertising
The Primary manufacturing sites have won the Runner Up award
(Environment Sustainability category) by GSK global CEO for project
Green Leap, which is a global recognition for sustainability practices
for GSKs efforts towards sustainability.
Directors
The Board of Directors, at its meeting held on May 8, 2015 appointed
Mr. Manoj Kumar as Managing Director of the Company for a period of
5 years with effect from June 1, 2015, pursuant to nomination received
from the Horlicks Ltd., in place of Mr. Zubair Ahmed. The appointment was
also approved by the shareholders at the Annual General Meeting held
on August 6, 2015.
The Board of Directors, at its meeting held on May 8, 2015 also appointed
Mr. Vivek Anand as Director- Finance and Chief Financial Officer (CFO) of
the Company, with effect from June 1, 2015, in the casual vacancy caused
by the resignation of Mr. Ramakrishnan Subramanian.
Mr. Joaquin Mascaro was nominated as Director by Horlicks Limited under
Article 97A of the Articles of Association of the Company w.e.f. May 18,
2016 in place of Mr. Jonathan Box. The Board of Directors wishes to place
on record its sincere appreciation for the valuable advice and guidance
rendered by Mr. Jonathan Box.
Performance Evaluation of Board
A regular process of evaluating the Boards performance can help the
Board in validating the relevance of its processes and provide insights for
strengthening its overall efficiency and effectiveness.
Evaluation mechanism:
(i) The performance evaluation of independent directors shall be done by
the entire Board of Directors, excluding the director being evaluated.
(ii) On the basis of the report of performance evaluation, it shall be
determined whether to extend or continue the term of appointment of
the independent director.
The Act has not specified a rigid procedure for this evaluation, keeping
it open for the Board to adopt a procedure best suited for it. Therefore,
the Remuneration & Nomination Committee decided that a peer feedback
process will be adopted and a 360 degree feedback will be taken from
all Directors. The final results will be compiled and submitted to the
Chairman. The Committee also mentioned that it should be anonymous
and confidentiality should be maintained.
The Committee decided that it will take place annually. The mechanism
adopted will be as follows:
1. Every February the survey will be sent to all Directors through a secure
online survey portal.
2. The Evaluation shall be based on: Board Effectiveness, Processes
adopted by the Board, Contribution by the Board Members, Value
addition by the Board, Committee Effectiveness and contribution at
the Committee.
3. All Directors will fill in the survey and inform the Head, Human Resource.
4. The Head - HR will then compile the Results and share the same with
the NRC Chairman and Chairman of the Board.
5. The results can be individually discussed and feedback can be provided
to the Directors by the Chairman.
Criteria for Appointment of Directors
The success of the Board of Directors depends on the composition, structure,
resources, diligence, and authority of the entire board, as well as their working
relationships with other participants of corporate governance, including
management. Your Company is committed to corporate governance best
practices and is vigilant at the time of appointment of its Directors.
Key Responsibilities:
The Board of Directors is ultimately responsible for the Companys business
affairs and governance. To that goal a director would be expected to:

Represent organisations shareholders interests and create value for

them
Align the interests of management with those of shareholders while
protecting the interests of other stakeholders (customers, creditors,
suppliers)
Oversee the Companys performance by setting objectives, establishing
short-term and long-term strategies to achieve these objectives
Provide counsel to the Companys senior executives on material
strategic decisions and risk management. Establish or approve
strategic plans and decisions to achieve these goals
Oversee the sustainability of the Company in creating long-term
shareholder value and protecting interests of other stakeholders
Pre-requisites for consideration:

The candidate to acknowledge that s/he have sufficient time to
effectively discharge her/his duties.
The candidate should have skill sets and expertise area which is
complementary to the current Board. The Board assesses the needs
of the current Board to ensure that there is a range of skills, experience
and diversity represented, including an understanding of:
the industry and markets in which the Company operates
accounting, finance and legal matters
other key areas of business operations
The candidate should have experience and depth of knowledge in her/
his area of work so as to contribute meaningfully to the operations of
the Board
There should be no conflict of interest between the candidate and
the Company. The individual should not be in relation to any current
employee of the Company and should not be holding more than 2%
of the Companys shares at the time or during the appointment
The candidate should not be employed or related to another
organisation/body which can directly/indirectly influence the operations
of the Company or is in direct competition with the Company.
The Candidate has not been convicted of any offence, whether involving
moral turpitude or otherwise and sentenced to imprisonment for not less
than six months and a period of five years has not elapsed from the date
of expiry of sentence.
Remuneration Policy
Remuneration Policy for Non-Executive Directors
GSK believes that its Board Members bring immense value in their
independent evaluation and oversight of the operations of the company.
It is therefore expected that they will devote significant time and provide
unbiased point of view to their board duties.
The remuneration paid to each Non-executive Director is as per the
structure determined by the Nomination & Remuneration Committee and
the Board. This is reviewed on a periodically basis and also compared to
other peer organisations. It is ensured that the remuneration paid to them
is in accordance with the provisions of the Companies Act and any other
applicable law.
The remuneration structure for the Non-Executive Directors comprises of
annual Commission and sitting fee per meeting attended.
Remuneration Policy for Employees
Philosophy
GSK recognises that reward is important in engaging employees and
motivating them to do their best work to deliver our strategic priorities
and mission. We reward high performance and recognise outstanding
achievements of employees in a way that is consistent with our values
and behaviours.
Principles
Competitive - We provide competitive rewards within a global reward
framework
Differentiated - We differentiate reward to attract and retain skilled
employees; reward the greatest contributors and recognise employees
who evolve their skills to enhance their individual contribution to GSKs
success
Alignment - Our reward programs and practices are transparent and
focus on ensuring alignment at several levels
Business alignment - Our reward program take into account the
common and business-specific skill/ performance requirements
across our various business units
Country alignment - Reward aims at meeting the needs of our
diverse workforce and enabling them to live out our mission - to
do more, feel better and live longer
Individual alignment - Individual objectives are set and reviewed
annually to ensure employees have a clear understanding of the link
between the business value they deliver and their own performance
based reward
Managerial Remuneration
The Company believes its employees are its biggest assets and aligns
its compensation and benefits towards rewarding employees in line
with its Rewards policy. The Company focuses on being market aligned
as well as differentiate basis performance to drive a high performance
culture.
Your Company has 3,731 permanent workers, including workmen. The
remuneration for the workmen at two of the factories is governed by
Long Term Wage Settlement (LTWS) which is done in consultation with
the unions. For the remaining employees, the targeted salary increase
was 5% for all employees including KMP.
If we compare the remuneration of these to that of median employee,
we observe a ratio as given below.
Name
Designation
Remuneration
for the year
ended
March 31,
2016
Remuneration
for the year
ended
March 31,
2015
Ratio of
Salary to
Median
Employee
Salary
Change
Zubair Ahmed*
Managing
Director
1,95,57,115
8,57,83,750
33
NC**
R Subramanian* Director Finance
55,04,819
3,15,82,597
NC**
2,86,92,921
3,11,11,666
48
-8%
Jaiboy Philips
Director Operations
Sonali Khanna
General
Manager
- Legal &
Company
Secretary
67,40,191
66,70,208
11
1%
Manoj Kumar #
Managing
Director
5,76,61,832
98
NA***
Vivek Anand #
Director Finance
2,82,06,218
49
NA***
*Ceased to be in role with effect from May 31, 2015, therefore, salary increase not comparable.
**Not Comparable.
***Not Applicable.
#
Appointed in the role with effect from June 1, 2015, salary increase not comparable
The Company believes that by means of the variable pay plan the company
is able to link a portion of compensation to the individual and business
performance which creates a strong positive reinforcement. It also
ensures that the employees of the Company are rewarded only when the
shareholders goals are met. The Companys variable pay plan, therefore,
links the variable pay to both individual performance and business results
such as sales growth and operating profits.
Directors Report
The ratio of the remuneration of the highest paid director to that of the
employees who are not directors but receive remuneration in excess of
the highest paid director during the financial year is not applicable. It is
also, affirmed that the remuneration is as per the Remuneration Policy of
the Company
Name
Designation
Remuneration of
KMP as percentage
of Revenue
Remuneration of
KMP as percentage
of PBT
Zubair Ahmed*
R Subramanian*
Managing Director
0.05%
0.19%
Director-Finance
0.01%
0.05%
Manoj Kumar#
Managing Director
0.13%
0.55%
Jaiboy Philips
Director - Operations
0.07%
0.27%
Vivek Anand
Director Finance
0.07%
0.27%
General Manager Legal

& Company Secretary
0.02%
0.06%
Sonali Khanna
*Ceased to be in role with effect from May 31, 2015

Appointed in the role with effect from June 1, 2015
Total KMP Remuneration as a percentage of Revenue: 0.3%

Total KMP Remuneration as a percentage of PBT: 1.4%
The Company believes in balancing the competitiveness of pay as well
as sustainability of the associated costs for the organisation. The salary
increases for this year were aimed at maintaining the pay competitiveness
with market as well as performance of the company.
Policy on Board Diversity
As stated in the policy for appointment of Directors, GSK recognises
that the success of the Board of Directors depends on the composition,
structure, resources, diligence, and authority of the entire board, as
well as their working relationships with other participants of corporate
governance, including management. GSK is committed to build a truly
diverse board which brings with it diversity of expertise, skills, regional
and industry experience, gender and demographics. GSK believes that
such a Board will enhance the quality of decisions by utilising the diversity
of its members.
The Nomination and Remuneration Committee (NRC) is responsible for
reviewing and assessing the composition and performance of the Board,
as well as identifying appropriately qualified persons to occupy board
positions. At time of appointment, the candidate must bring with him/her
skill sets and expertise area which is complementary to the current Board
composition. The Board will have an optimum combination of Executive,
Non-executive and Independent Directors with at least one women director
in compliance with all statutory provisions. The Board of Directors shall
maintain an appropriate mix of diversity, skill, experience and expertise on
the Board.
The NRC and the Board of Directors shall refer to this Policy on Board
Diversity at the time of appointment of persons as a Board Member.
Particulars of Employees
The information required pursuant to Section 197 of the Companies Act,
2013 read with Rules, 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company will be provided to members upon request
in writing made before the Annual General Meeting wherein Financial
Statements for the relevant financial year are proposed to be adopted. In
terms of Section 136 of the Act, the copy of the Annual Report is being
sent to the Members and others entitled thereto, and is also available for
inspection by the Members at the Registered Office of the Company during
business hours on working days of the Company up to the date of the
ensuing Annual General Meeting. If any Member is interested in obtaining
a copy thereof, such Member may write to the Company Secretary in this
regard.
The Annual Report of the Company is also available on the Companys

website- www.gsk-ch.in.
Particulars of Loans, Guarantee, Investment u/s 186
There are no Loans, guarantees, Investments to be reported u/s 186 of
Companies Act 2013.
Details of Board Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year five Board Meetings and five Audit Committee Meetings
were convened and held, the details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Information required as per the Companies Accounts Rules, 2014 is given
in the Annexure I to this Report.
Auditors
Messrs. Price Waterhouse, Chartered Accountants, who retire at the
conclusion of the forthcoming Annual General Meeting and being eligible,
offer themselves for re-appointment.
Secretarial Audit
Pursuant to provisions of section 204 of the Companies Act, 2013, the
Secretarial Audit Report is annexed herewith as Annexure II to this Report
duly certified by S N Ananthasubramanian & Co., a firm of Company
Secretaries in practice to undertake the Secretarial Audit of the Company.
Composition of Audit Committee
Please refer corporate governance report for composition of audit
committee.
Risk Management Policy
The Company has a Risk Management policy and an internal control
framework, which is used to manage risks.
Vigil Mechanism for Directors and Employees of Company
The detailed policy for Vigil Mechanism and Whistle blower is available at
http://www.gsk-ch.in/Policies.aspx
Extract of Annual Report
Information required under this clause is given in the Annexure III to this
report.
Related Party Transaction
Disclosures as required under Form AOC 2 are contained in Note 34
(Financial Statements).There are no transactions, which are not at arms
length and all the Related Party transactions are at arms length basis.
The detailed policy for Related Party Transactions is available at
http://www.gsk-ch.in/Policies.aspx
Fixed Deposits
The Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014.
Information on Companys Share Performance
The market capitalisation of the Company decreased by 4% (Rs. 2,53,81,13
lacs) Vs March 31, 2015 (Rs. 2,64,93,52 lacs). The EPS as on March 31,
2016 stands at Rs. 163.34 vs Rs.138.77 as on closing date of last financial
year. The PE ratio as on March 31, 2016 stands at 37 vs 45 as on closing
date of last financial year.
Environment and Social Commitment

Your Company is dedicated towards improving the quality of human life
by enabling people to do more, feel better and live longer. As a Global
Healthcare Company, your Company believes that it can play an important
role in meeting societal challenges through right engagement towards
environmental and societal commitments. Your Companys philosophy is
to target support to selected programmes that are innovative, sustainable
and which produce tangible results.
Your Companys stated mission statement is To lend a helping hand to
the underserved in our society through the support of women, children
and the aged in the areas of health and education. Towards implementing
this philosophy in spirit, your Company continued its positive contributions
during the current period to the communities and invested in health and
education programmes and partnerships that aimed to bring sustainable
improvements to under-served people.
The initiatives undertaken by your Company are primarily focused towards
women, children and the aged and are directed in the areas of Health,
Education and Livelihood.
In line with our commitment towards our stakeholders, the Company has
been consistently supporting and spending on CSR programs focussing
on skill development, income generation and awareness generation on
health & nutrition to comply with the provision of law. However as per the
experts interpretation, we reclassified certain CSR program spends during
the year and post this reclassification the Company has spent 1.27% of
our average net profit of last three financial years as part of our CSR in
the reporting period.
For the reporting period, the Company focused on aligning our ongoing
social development programs to the requirements of the Act. We have
invested considerable resources on laying a foundation for implementing
and scaling up future projects by developing strong internal mechanisms
and identifying strategic and high impact avenues for CSR. Moving
forward, we will endeavour to spend on CSR programs / activities as per
the prescribed limits.
Your Company undertakes these activities in 4 different ways:
a. Disaster relief: We provided disaster relief support to the victims of
the Chennai Floods through our partners Charities Aid Foundation
(CAF) and Save the Children (SC).
b. Community Development: All community and rural development
focussed projects running under supervision of BCF and CAF
continued. The projects were focused on healthcare and nutrition,
education, vocational training, income generation, support to the elderly
across the country. Under these projects, GSK-CH is supporting 16
grass roots projects in 9 states of India addressing some important
issues of poverty, malnutrition, education, health, disability, support to
widows, differently-abled, infant & maternal mortality, and community
disease like Kalazar, among others.
c. Rural development and malnutrition: Project Aaharam (with Save
the Children) and Project Briddhi (with CARE) addressing rural
development and malnutrition in Tamil Nadu and West Bengal were
undertaken.
d. Healthcare: We supported our Global program for eradicating
Lymphatic Filariasis (elephantiasis) through Albendazole contribution
to World Health Organization (WHO).
e. The Company sponsors education for about 20 girl students studying
in classes 10th to 12th in Government senior secondary school, Nabha
by providing scholarships. The girls are selected on a merit-cum means
basis.
The Company procures liquid milk from 400 villages in Nabha &
Rajahmundry milk shed area. The Company drives a structured Dairy
Development programme in its milk shed through Animal Health care, Breed
improvement, Farm management and Clean Milk production.
10
Key activities:
Free Veterinary Service
Deworming Camps Free deworming of animals
Multipurpose camps Vet treatment & awareness lectures
Subsidy on Veterinary Medicines
Subsidy on Feed Supplements - Mineral Mixture & Calcium Preparations
For other details regarding CSR, please refer Annexure IV to Directors
Report.
Significant Material Orders Passed by the Court/Regulator/Tribunal
Impacting Going Concern Status and Companys Operations In Future
The Company has not received any material Show cause under the Act
/ SEBI Regulations. Notices received from other regulatory/statutory
authorities are being suitably dealt with.
There are no significant legal /arbitral proceedings against the Company.
All such matters are being brought to the notice of the Audit Committee /
Board as the case may be.
Directors Responsibility Statement
To the best of their knowledge and belief and according to the information
and explanation obtained, your Directors make the following statement in
terms of Section 134 (3) (c) and 134(5) of the Companies Act 2013 for
the year ended March 31, 2016:
a. The Financial Statements of the Company for the period ended March
31, 2016 have been prepared in accordance with the accounting
principles generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014. There have been no material
departures in the adoption and application of accounting standards.
b. All Financial Statements have been prepared on historical cost
convention, as a going concern and on the accrual basis.
c. The estimates and judgments relating to Financial Statements have
been made on a prudent and reasonable basis in order to ensure that
Financial Statements reflect, in a true and fair manner, the form and
substance of the transactions and reasonably present the Companys
state of affair and profit for the year.
d. The Directors of the Company have taken adequate care for the
maintenance of adequate accounting records in accordance with
the provisions of Companies Act, 2013 for safeguarding of assets
of the Company and for preventing and detecting fraud and other
irregularities.
e. The Company has established and maintained adequate internal
control framework in line with the Internal Financial Controls (IFC)
requirement within the meaning of the explanation to Section 134(5)
(e) of the Companies Act, 2013 including financial controls based on
the internal control over financial reporting criteria established by the
Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of
India (ICAI). The internal financial controls are adequate and operating
effectively and our internal auditors have conducted periodic audits to
provide reasonable assurances on the same.
f. The systems to ensure compliance with the provisions of all applicable
laws are in place and were adequate and operating effectively.
Declaration of Independent Directors
Pursuant to Sections 149(6) & 149(7) of Companies Act 2013, the
Independent Directors of GlaxoSmithKline Consumer Healthcare Limited
have given a declaration that they have complied with the criteria of
independence as set out under sub section (6) of Section 149 of the
Companies Act, 2013
Cautionary Statement
Statements in this report particularly that pertains to Management
Discussion and Analysis may contain certain statements that might be
Directors Report
considered forward looking. These statements are subject to certain

risks and uncertainties. Actual results may differ materially from those
expressed in the statement as important factors could influence the
Companys operations such as Government policies, local, political and
economic development, risks inherent to the Companys growth and such
other factors.
Acknowledgements
The Directors wish to extend their thanks and appreciation to all the
employees of the Company at all levels, agents and other business
associates for their commitment, dedication and respective contributions
to the Companys operations during the year under review.
The Directors would also like to acknowledge the valuable guidance,
technical assistance and advice being received from the Associate
Company in the U.K. Your Directors look forward to the future with
confidence.
For and on behalf of the Board
Subodh Bhargava
(DIN: 00035672)
Chairman
Manoj Kumar
(DIN: 07177262)
Managing Director
Place : Gurgaon
Dated : May 17, 2016
Vivek Anand
(DIN: 06891864)
Mukesh H. Butani
(DIN: 01452839)
Directors
Annexure I to the Directors Report for the year ended March

31, 2016
Particulars regarding Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo.
A. Conservation of Energy
(a) Energy Conservation Measures Taken
1. Steam
All the sites have increased the agri-waste bio-mass (briquettes/
pellets) blending with coal for steam generation resulting in reduction
of about 48500 Tons of CO2 thus significantly reducing carbon
foot print in generating steam and endeavouring towards a clean &
sustainable environment.
One of the sites has improved condensate recovery for improved
steam efficiency.
2. Electricity
As in the past, the Company continued to stress upon measures
for the conservation and optimal utilisation of energy in all the areas
of operations and effective usage of sources/equipment
More than 11 energy conservation initiatives have been carried
out during the year 2015-16. Significant measures which have
contributed to energy conservation were:
Back Pressure turbine generation enhancement through
installation of Thermo vapour compressor system.

Replacement of old screw based vapour compression chillers
with energy efficient centrifugal chillers.
Replacement of old inefficient motors with energy efficient
motors at all the sites.

Installation of LED lighting in place of the conventional lighting
system at all the sites.
Energy efficient DC supply based Ceiling fans.
(b) Additional investments and proposals, if any, being implemented
for reduction of consumption of energy

Various steps and measures are being initiated to continuously improve
on consumption of coal and electricity at all the sites. Some of the
energy conservation proposals being implemented are:
- Agri waste biomass based 1.4 MW High pressure steam boiler
cogeneration plant.
- Desiccant based dehumidification system.
- Energy efficient blowers for FDV units.

- Boiler efficiency enhancement.
- Harmonic filters for reducing the losses in the Electrical system.

- As a part of renewable energy initiative, one of the sites is planning
to implement 500 kW Solar Roof Top photovoltaic captive power
generation unit.
Water Reduction Initiatives
Your Company is committed to continuing reduction in water
consumption and making improvements in water quality, maximising
water efficiency and minimising risks and impacts. Company also
targets reducing the pollution potential of the wastewater that our
sites discharge.

In the current financial year, all the three GSK primary manufacturing
sites have taken various water conservation initiatives like: - Recharge of rain water through Rain water harvesting.
- Ground water recharging through natural percolation.
- Reduce water consumption through usage of floor cleaning
machines instead of manual cleaning.
- Recycling of water to reduce water consumption.
Way Forward

Your Company has witnessed significant growth in sales volumes
in the recent past. Keeping pace with past and future needs, your
Companys contributions towards GSKs global carbon and water
footprint will grow significantly over the coming years.
In pursuit of mitigating the carbon foot print in future, we are
exploring following possibilities/opportunities:
- Solar PV power.

- Biogas plant for power generation by utilising canteen, process
and ETP sludge waste at all the sites.
- Enhanced replacement of coal with agri waste biomass.

In pursuit of mitigating the water foot print in future, we are exploring
following possibilities/opportunities:
- Water recycling.
- Reuse of water in operations.
- Reduce water consumption through various technological
interventions.
- Recharge of rain water through Rain water harvesting.
- Ground water recharge through community partnership.
(c) In respect of measures at (a) and (b) above for reduction of energy
consumption and consequent impact on the cost of production
of goods

All the energy saving initiative and projects implemented across sites
have helped mitigate the inflation in fuel price.
(d) Total energy consumption and energy consumption per unit of

production as per Form A of the Annexure in respect of industries
specified in the Schedule thereto:

Form A
A.
1.
a)
b)
Power and Fuel Consumption

Electricity
Purchased Units (in Lacs)
Total amount (Rs. Lacs)
Rate/Unit (Rs.)
Own Generation
1. DG Sets Units (in Lacs)
Units per litre of Diesel oil
Cost/Unit (Rs.)
2. Turbine Units (in Lacs)
Year
ended
March 31,
2016
Year
ended
March 31,
2015
4,58.08
37,10.64
8.10
4,75.94
36,50.82
7.67
25.29
3.44
12.92
18.12
53.47
3.53
15.55
23.23
11
2.
3.
Coal Used in Boilers

Quality (Calorific value
ranging between 2500 to
3500 BTU) Quantity
(Tonnes)*
Total Cost (Rs. Lacs)
Average Rate (Rs.)
Bio-mass used in Boilers
Quality (Tonnes)
Total Cost (Rs. Lacs)
Average Rate (Rs.)
18,054
22,119
10,99.57
60,90.55
13,63.49
61,64.28
38,815
22,18.89
57,16.60
39,257
22,34.71
56,92.50
In the new R&D organisation, the focus will be to continue

drive excellences across Research & Development areas by
bringing best practices across the world while adopting local &
regional consumer insights meeting local regulatory and statutory
guidelines. In the new organisation, there is significant focus on
driving quality improvement, cost control and management and
technical governance which will further make your organisation
strong and robust to deliver profitable consumer driven innovation.
(4) Expenditure on R&D
(Rs. Lacs)
*Includes Coal consumed to produce steam to generate electricity from Turbine.
B.
1.
2.
Consumption per unit of Production:

Year ended
March 31,
2016
Malt based Food /

Energy and Protein
Health Food / Cereal
based Food/ Powdered
Milk (Per Ton)
Ghee & Butter
(Per Ton)
Year ended
March 31,
2015
Coal/
Power Coal/
Power
Bio-mass
Bio-mass
MT
Units
MT
Units
0.62
545
0.61
548
0.18
122
0.26
110
B. Technology Absorption
Research & Development (R&D)
(1) Specific Areas in which R&D was carried out by the Company

R&Ds key focus areas continue to be product innovation, new claims
development, new product research, clinical research packaging
development, continuous cost optimisation , quality compliance,
speed to market, regulatory compliance and regulatory strategy.
Further, various new initiatives have been taken to build a strong
pipeline of new products and enhance consumption of existing
products through product creativity and tapping new consumer
needs.
(2) Benefits derived as a result of the above R&D
New product launches, re-launches, novel claims and new
packaging together enabled business to sustain high growth rate
and end the period with a good Innovation pipeline, setting the
platform for new launches in the future. Value Engineering efforts
have helped the business deliver profitable growth and reinvest
in brands.
(3) Further Plan of Action
Your Companys R&D has a key role to play in achieving our
vision of becoming the worlds best and fast-Moving Consumer
Healthcare Company, driven by Science and values. Cutting edge
innovations based on consumer preferences without shifting focus
on profitability would help R&D contribute and achieving this vision.
12
Year
ended
March 31,
2016
Year
ended
March 31,
2015
21.52
9.11
a)
Capital
b)
Recurring
41,91.32
52,46.88
Total
42,12.84
52,55.99
0.9%
1.2%
R&D Expenditure as a
percentage of turnover

Technology Absorption, Adaptation and Innovation

The Company is continuously taking steps to improve the product
and process technology in an effort to provide for better value for
money to consumers.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(a) Activities relating to exports : Initiatives taken to increase
exports: Development of new export methods for products
and services and export plans
The Foreign exchange earnings through exports have increased
in the current year covering exports to Bangladesh, Sri Lanka,
Middle East, Myanmar and Pakistan. The efforts to broaden the
export base to new and existing countries are continuing.
(b) Total Foreign Exchange used and earned:
(Rs. Lacs)
Foreign Exchange Earnings
Year
ended
March 31,
2016
2,81,58.94
Year
ended
March 31,
2015
2,75,01.26
26,05.47
66,25.49
Foreign Exchange Outgo

Subodh Bhargava
(DIN: 00035672)
Chairman
Place : Gurgaon

Manoj Kumar
(DIN: 07177262)
Managing Director
Vivek Anand
(DIN: 06891864)
Mukesh H. Butani
(DIN: 01452839)
Directors
Directors Report
Annexure II to the Directors Report for the year ended March 31, 2016
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
GlaxoSmithKline Consumer Healthcare Limited
CIN L24231PB1958PLC002257
Patiala Road,
Nabha 147201
Punjab
We have conducted Secretarial Audit of the compliance of applicable statutory provisions and adherence to good corporate practices by GlaxoSmithkline
Consumer Healthcare Limited (hereinafter called the Company) for the year ended 31st March 2016. Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and
also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby
report that in our opinion, the Company has, during the audit period covering the financial year ended 31st March 2016, complied with the statutory
provisions listed hereunder and also, that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended
on 31st March 2016 according to the provisions of:
i.
ii.
iii.
iv.
The Companies Act, 2013 (the Act) and the rules made thereunder and applicable provisions of Companies Act, 1956;
The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas
Direct Investment and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act): a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (upto 14th May 2015) and Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations,2015 (effective 15th May 2015);
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - Not Applicable as the
Company has not issued further capital during the financial year under review;
d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,2014- Not Applicable as the Company has not
issued any shares / options to directors / employees under the said Guidelines/Regulations during the period under review;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not Applicable as the Company has
not issued and listed debt securities during the financial year under review;
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding theCompanies
Act and dealing with client - Not Applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during
the financial year under review;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable as the Company has not
delisted/propose to delist its equity shares from any stockexchange during the financial year under review; and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable as the Company has not bought
back/propose to buy-back any of its securities during the financial year under review.
vi. The management has identified and confirmed the following lawsasspecifically applicable to the Company:
(a) Food Safety and Standard Act, 2006and Rules and Regulations thereunder.
(b) Legal Metrology Act, 2009 and Rules and Regulations thereunder.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company
Secretaries of India and made effective 1st July, 2015;
(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited and SEBI (Listing Obligations
and Disclosure Requirements), 2015 made effective 1st December, 2015.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent
Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance
with the provisions of the Act.
13
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent atleast seven days in
advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.
Majority decision is carried through, while the dissenting members views, if any, are captured and recorded as part of the minutes.
We further report that based on review of compliance mechanism established by the Company and on the basis of the Compliance Certificate(s)
issued by the Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that there are adequate
systems and processes in place in the Company which is commensurate with the size and operations of the Company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines:
As informed, the Company has responded appropriately to notices received from various statutory /regulatory authorities including initiating actions
for corrective measures, wherever found necessary.
We further report that during the audit period there were no specific events/actions having a major bearing on Companys affairs in pursuance of the
above-referred laws, rules, regulations, guidelines, standards, etc., referred to above.
For S. N. Ananthasubramanian & Co.
Company Secretaries
Firm Registration No.P1991MH040400
S. N. Ananthasubramanian
Partner
C.P No: 1774
Date: 27th April 2016
Place: Thane
To,
The Members,
CIN L24231PB1958PLC002257
Patiala Road, Nabha
Punjab 147201
Our Secretarial Audit Report of even date is to be read along with this letter.
Managements Responsibility
1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the
provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.
Auditors Responsibility
2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to
secretarial compliances.
3. We believe that audit evidence and information obtained from the Companys management is adequate and appropriate for us to provide a basis
for our opinion.
4. Wherever required, we have obtained the managements representation about the compliance of laws, rules and regulations and happening of
events etc.
Disclaimer
5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For S N Ananthasubramanian & Co
Company Secretaries
Firm Registration No. P1991MH040400

S N Ananthasubramanian
Partner
C.P No. 1774
Date: 27th April 2016
Place: Thane
14
Directors Report
Annexure III to Directors Report for the year ended March 31, 2016
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31, 2016
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
(i) REGISTRATION AND OTHER DETAILS:
1
2
3
4
5
CIN
Registration Date
Name of the Company
Category/Sub-Category of the Company
Address of the Registered office and contact details
6
7
Whether listed Company (Yes/No)

Name ,Address and Contact details of Registrar and transfer agents, if
any:
L2431PB1958PLC002257
October 30,1958
Company limited by shares
Patiala Road, Nabha 147201, Punjab
Tel No.: (01765) 306400; Fax No.: (01765) 220642
[email protected]
Yes
Karvy Computershare Pvt. Ltd. , Karvy Selenium Tower B,Plot No 31& 32, Gachibowli,
Financial District, Nanakramguda, Serilingampally, Hyderabad-500 008
(ii) PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-
Name and Description of main products/services
Malt Based Food
NIC Code of the Product/service

219.1
% to total turnover of the Company

96%
(iii) PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

a. Horlicks Limited, UK
b. GlaxoSmithKline Pte Limited, Singapore
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding :
S. No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18

Description
BANKS
CLEARING MEMBERS
EMPLOYEES
FOREIGN INSTITUTIONAL INVESTOR
FOREIGN PORTFOLIO INVESTORS
FOREIGN PROMOTERS
HUF
INDIAN FINANCIAL INSTITUTIONS
BODIES CORPORATES
BENEFICIAL HOLDINGS UNDER MGT-4
MUTUAL FUNDS
NBFC
NON RESIDENT INDIANS
NRI NON-REPATRIATION
NRI REPATRIATION
OVERSEAS CORPORATE BODIES
RESIDENT INDIVIDUALS
TRUSTS
Total:
Shareholders
21
38
5
160
162
2
569
9
748
3
78
7
879
7
10
1
30,644
9
33,352
Equity Shares
16,235
2,583
206
21,80,850
16,22,549
3,04,71,992
90,526
3,99,250
7,23,886
185
11,29,781
33,600
1,26,808
1,212
2,350
280
52,52,252
993
4,20,55,538
% Equity
0.04
0.01
0.00
5.19
3.86
72.46
0.22
0.95
1.72
0.00
2.69
0.08
0.30
0.00
0.01
0.00
12.49
0.00
100.00
(ii) Shareholding of Promoters:

S.
No.
1
2
Shareholders Name
Horlicks Limited
GlaxoSmithKline Pte
Limited
Shareholding at the beginning of the year

No. of Shares
% Shares of
the Company
1,81,52,243
1,23,19,749
43.16
29.29
3,04,71,992
72.45
% of Shares
Pledged /
encumbered to
total shares
-
Shareholding at the end of the

Year
No. of Shares
% Shares of
% of Shares
the Company
Pledged /
encumbered
to total shares
1,81,52,243
43.16
1,23,19,749
29.29
3,04,71,992
72.45
% change in
share-holding
during the year
(iii) Change in Promoters Shareholding (please specify, if there is no change): There is no change in the Promoters Shareholding.
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters Holders of GDRs and ADRs):
S. No.
1
2
3
4
5
6
7
8
9
10
Name
WASATCH SMALL CAP GROWTH FUND
LIFE INSURANCE CORPORATION OF INDIA
FIDELITY INVESTMENT TRUST - FIDELITY EMERGINGMARKETS
FUND
TREE LINE ASIA MASTER FUND (SINGAPORE) PTE LTD
VANGUARD EMERGING MARKETS STOCK INDEX FUND, ASERIE
S OF VANGUARD INTERNATIONAL EQUITY INDE X FUND
GOVERNMENT OF SINGAPORE
ARISAIG PARTNERS (ASIA) PTE LTD. A/C ARISAIG INDIA
FUND LIMITED
IDFC PREMIER EQUITY FUND
ISHARES INDIA INDEX MAURITIUS COMPANY
ABU DHABI INVESTMENT AUTHORITY - GULAB
Shares
286067
212977
200035
% Equity
0.68
0.51
0.48
Category
FPI
IFI
FII
172000
170324
0.41
0.40
FII
FII
165532
139727
0.39
0.33
FII
FII
120000
118732
118373
0.29
0.28
0.28
MUT
FPI
FII
15

(v) Shareholding of directors and key Managerial Personnel

No shares were held by any Directors, Key Managerial Personnel throughout the financial year 2015-16.
V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment:
The company does not have any loans, interest outstanding
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A.
S. No.
1
2
3
4
5
Remuneration to Managing Director, Whole-time Directors and/or Manager:

Particulars of
Remuneration
Gross Salary
(a) Salary as per provisions contained in section 17(1) of
the Income-tax Act, 1961*
(b) Value of perquisites u/s
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Incometax Act, 1961
Stock Option**
Sweat Equity
Commission
Others, please specify
Total (A)
Ceiling as per the Act
Mr. Manoj
Kumar
4,64,78,623
Mr. Vivek Anand

2,54,11,486
Mr. Jaiboy
Philips
1,96,76,347
Mr. Zubair
Ahmed
98,88,375
Mr. R
Subramanian
29,39,252
24,77,410
81,250
16,67,991
9,12,672
3,40,351
2,54,92,736
1,13,60,490
3,27,04,828
1,08,01,047
32,79,603
Ms.
Sangeeta
Talwar
Mr. Subodh
Bhargava
Mr.
Jonathan Box
4,89,56,033
10% of Net Profits
*Includes Basic Salary, Bonus and Retiral Benefits on payment Basis

** Includes Cash settled stock based awards of GSK Plc on payment basis.
B.
Remuneration to other Directors:
Particulars of
Remuneration
Independent Directors
Fees for attending board Committee
meetings
Commission
Total (1)
Other Non-Executive Directors
Fees for attending board Committee
meetings
Commission
Total (2)
Total (B) (1)+ (2)

C.
S.
No.
1
2
3
4
5
Mr. Kunal
Kashyap
Mr. Mukesh H.
Butani
Mr.
Naresh Dayal
Mr. P
Dwarkanath
11,89,453
10,16,670
8,80,630
9,62,345
8,55,634
7,00,000
18,89,453
7,00,000
17,16,670
7,00,000
15,80,630
7,00,000
16,62,345
7,00,000
15,55,364
11,09,200
10,00,000
21,09,200
21,09,200
18,89,453
17,16,670
15,80,630
16,62,345
15,55,364
Remuneration to key Managerial Personnel other than MD/Manager/WTD:

Particulars of Remuneration
Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961*
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
Stock Option**
Sweat Equity
Commission
Others, please specify
Total
Ms. Sonali Khanna
56,20,347
24,203
16,10,710
72,55,260
*Includes Basic Salary, Bonus and Retiral Benefits on payment basis

** Includes Cash settled stock based awards of GSK Plc on payment basis.
(vi) PENALTIES/ PUNISHMENT/COMPOUNDING OF OFFENCES;

The Company has not received any material Show cause under the Act / SEBI Regulations. Notices received from other regulatory/statutory authorities are being
suitably dealt with.
There are no significant legal /arbitral proceedings against the Company. All such matters are being brought to the notice of the Audit Committee / Board as the case
may be.
16
Directors Report
Annexure IV to Directors Report for the year ended March 31, 2016
Annual Report on Corporate Social Responsibility (CSR) Activities

1. Outline of the CSR Policy
We at GlaxoSmithKline Consumer Healthcare Ltd. (GSK-CH) believe in delivering sustainable performance while creating shared value for our
customers, employees and the communities whom we serve.

At GSK-CH, we believe that through effective CSR outreach, we have the extraordinary opportunity to redefine the way in which a company can
help enable change in the world. Our CSR is inspired by our Global Corporate Responsibility philosophy and shall focus on the following Health
for All, Our People, Our Planet and Our Behaviour.
Through our CSR, GSK-CH shall support programs and activities in the following areas:
1. Education including special education, leading towards sustainable livelihood especially that for women;
2. Health and Nutrition towards eradicating malnutrition leading to good health for children and mothers and awareness about hygiene, safe food
and water;
3. Ensuring environmental sustainability, ecological balance etc. leading to conservation of natural resources; and
4. Improving employment through enhancing vocational skills.
5. Additionally, we shall also focus on:
Disaster Support to provide relief to disaster affected communities
Volunteering to create a culture of shared value for our employees
Any other activities in line with Schedule VII of CSR Rules under Companies Act
Please follow the link below for a copy of our CSR Policy:
http://www.gsk-ch.in/downloads/GSK-CH_Corporate_Social_Responsibility_Policy.pdf
2.

Composition of the CSR Committee

Mr P Dwarkanath, Chairman
Mr Naresh Dayal
Mr Mukesh Butani
Mr Vivek Anand
Ms. Sonali Khanna
3. Average Net Profit for the last three years: INR 85,568.38 Lacs
4. Prescribed CSR Expenditure: INR 1,711.37 Lacs
5. Details of CSR activities / projects undertaken during the year
a. Total amount to be spent for the year : INR 1,711.37 Lacs
b. Amount unspent, if any
: INR 624.32 Lacs
c. Manner in which the amount spent
: Provided in Format A (as per the Companies Act 2013) below
All figures in INR Lacs
S. No.
CSR project or activity

identified
Sector in which
the Project is
covered
Projects / Programmes
1. Local area/ others
2. State and district
where project /
programme was
undertaken
Amount
outlay
(budget)
project /
programme
wise
Amount spent
on the project /
programme
Sub heads:
1.
Direct
expenditure on
project or
programs
2.
Overheads
Cumulative
expenditure up
to the
reporting
period
Amount spent:
Direct / through
implementing
agency*
Disaster relief support to the

victims of Chennai Floods
Eradicating hunger,
poverty and
malnutrition {Schedule VII (i)}
Tamil Nadu
18.18
Direct: 18.18
Overheads: Nil
18.18
Through
Implementation
partner: Charities
Aid Foundation
and Save the
Children
Support for eradication of

Lymphatic Filariasis
Healthcare
{Schedule VII (i)}
Pan-India
820.84
Direct: 820.84
Overheads: Nil
820.84
Through
Implementation
partner: World
Health
Organisation
(WHO)
17
Community Development
Projects
Multiple
Healthcare
{Schedule VII
(i)};
Education
{Schedule VII
(ii)};
Vocational
training {Schedule
VII (ii)};
Income
generation
{Schedule VII
(ii)};
Child protection
{Schedule VII
(iii)}; etc.
Multiple
Andhra Pradesh;
Haryana;
Jharkhand;
Kerala;
Maharashtra;
New Delhi;
Tamil Nadu;
Uttar Pradesh; etc.
64.00
Direct: 60.00
Overheads: 4.00
64.00
Through
Implementation
partner: Business
and Community
Foundation
a) Supporting an old age

home
b) Health project for North
Bihar
a) Setting up old
age home
{Schedule VII
(iii)}
b) Health and
Nutrition
{Schedule VII
(i)}
a) Uttar Pradesh
b) Bihar
24.02
Direct: 23.78
Overheads: 0.21
24.02
Through
Implementation
partner: Charities
Aid Foundation
Aahar Abhiyan
Health and Nutrition

{Schedule VII (i)}
Tamil Nadu
46.91
Direct: 46.91
Overheads: Nil
46.91
Through
Implementation
partner: Save the
Children
Aahar Abhiyan
Health and Nutrition

{Schedule VII (i)}
West Bengal
61.64
Direct: 61.64
Overheads: Nil
61.64
Through
Implementation
partner: Care
India Solution for
Sustainable
Development
Administrative expenses
51.46
Total
1087.05
6. Reasons for not spending

In line with our commitment towards our stakeholders, the Company has been consistently supporting and spending on CSR programs focussing
on skill development, income generation and awareness generation on health & nutrition to comply with the provision of law. However as per the
experts interpretation, we reclassified certain CSR program spends during the year and post this reclassification the Company has spent 1.27%
of our average net profit of last three financial years as part of our CSR in the reporting period.
For the reporting period, the Company focused on aligning our ongoing social development programs to the requirements of the Act. We have
invested considerable resources on laying a foundation for implementing and scaling up future projects by developing strong internal mechanisms
and identifying strategic and high impact avenues for CSR. Moving forward, we will endeavour to spend on CSR programs / activities as per the
prescribed limits.
7. Responsibility Statement

18
The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the
Company.

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY
S. No.
1.
2.
3.
4.
5.
6.
7.
Activity
Corporate Identity Number (CIN) of the Company
Name of the Company
Registered address
Website
E-mail id
Financial Year reported
Sector(s) that the Company is engaged in (industrial
activity code-wise)
8.
List three key products/services that the Company

manufactures/provides (as in balance sheet)
9.
Total number of locations where business activity is

undertaken by the Company:
i. Number of International Locations:
(Provide details of major 5)
ii. Number of National Locations:
Markets served by the Company Local/State/
National/International
10.
Details
L24231PB1958PLC002257
Patiala Road, Nabha 147 201 (Punjab)
www.gsk-ch.in
[email protected]
April 1, 2015 to March 31, 2016
Food Processing Sector
Product
ITC (HS) Code
19019090
Malt Based Foods
Protein Rich Food
19019090
Cereal Based Beverage
19019090
Nutritional Food Powder
21069099
a. Malt Based Food
b. Protein Rich Food
c. Cereal Based Beverage
d. Nutritional Food Powder
NIC Code
219.1
219.6
218.0
218.0
Gurgaon, Chennai, Mumbai, Kolkata, Nabha, Rajahmundry, Sonepat

PAN India, Sri Lanka, Bangladesh, Nepal, Middle East, Myanmar, Pakistan, Kenya
and Mauritius.
SECTION B: FINANCIAL DETAILS OF THE COMPANY

Activity
Paid up Capital (INR)
Total Turnover (INR)
Details
42,05,55,380
41,06,60,53,361
Total profit after taxes (INR)
6,86,91,47,251
Total Spending on Corporate Social

Responsibility (CSR) as percentage of
profit after tax (%)
List of activities in which expenditure in
4 above has been incurred
1.58% of PAT
a) Disaster relief support to the victims of 2015 Chennai Floods

b) Support eradication of Lymphatic Filariasis
c) Community Partnership Projects in the sphere of childrens education and healthcare, support to the
homeless, education and empowerment of tribal children, sustaining healthcare and livelihoods of the
tribal community across the country.
d) Activity towards addressing major health issue Kalazar in Bihar
e) Supporting Vridha Sewa Abhiyan in Delhi
f) Promoting maternal and child nutrition in Tamil Nadu
g) Improving nutrition status among severely malnourished children in West Bengal
SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company/Companies? No
2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent Company? If yes, then indicate the number of such subsidiary
Company(s) Not Applicable
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with participate in the BR initiatives of the Company?
If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%] No
19
SECTION D: BR INFORMATION
1. Details of Director/Directors responsible for BR

a)

Details of the Director responsible for implementation of the BR policy/policies

DIN Number : 01417171
Name
: Mr. Jaiboy John Phillips
Designation : Director- Operations
b) Details of the BR head:

S.No.
Particulars
Details
1.
DIN Number (if applicable)
Not Applicable
2.
Name
Ms. Sonali Khanna
3.
Designation
General Manager-Legal & Company Secretary
4.
Telephone number
+91 124 4336500
5.
e-mail id
[email protected]
2. Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N)

S. No.
Questions
P
1
P
2
P
3
P
4
P
5
P
6
P
7
P
8
P
9
1.
Do you have a policy/policies for.
2.
Has the policy being formulated in consultation with the relevant

stakeholders?
3.
Does the policy conform to any national/international standards? If yes,

specify? (50 words)
4.
Has the policy being approved by the Board? Is yes, has it been
signed by MD/owner/CEO/appropriate Board Director?
5.
Does the Company have a specified Committee of the Board/Director/

Official to oversee the implementation of the policy?
6.
Indicate the link for the policy to be viewed online www.gsk-ch.in/policies.aspx
7.
Has the policy been formally communicated to all relevant internal and
external stakeholders?
8.
Does the Company have in-house structure to implement the policy/policies.
9.
Does the Company have a grievance redressal mechanism related to

the policy/policies to address stakeholders grievances related to the
policy/policies?
10.
Has the Company carried out independent audit/evaluation of the

working of this policy by an internal or external agency?
2a. If answer to S. No. 1 against any principle, is No, please explain why: NOT APPLICABLE
3. Governance related to BR:

Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the
Company. Within 3 months, 3-6 months, Annually, More than 1 year
The Company has set up a cross functional team consisting members from Commercial, Legal, Human Resources, Finance, Environment Health
& Safety, Quality, Regulatory, Communications and External Affairs to monitor and ensure compliance with the mandated BR Reporting.
This internal cross functional team has met on September 14, 2015, December 15, 2015, January 25, 2016 & March 7, 2016 and has updated
the Director responsible.
This report is presented to the Board for their review and approval every year.
Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?
20
Yes, the Company publishes the Business Responsibility Report annually and the same can be viewed at the Companys website i.e.
http://gsk-ch.in/BusinessResRpt.aspx
SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes /No. Does it extend to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/Others?

Yes, The Anti Bribery and Corruption Policy covers the Company and all its Third Party Vendors.
2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the
management? If so, provide details thereof, in about 50 words or so.

Six stakeholders complaints were received during the financial year relating to ethics, transparency and accountability and five have been resolved
satisfactorily by the management and one is in the process of being resolved.
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.
a. Horlicks and its variants
b. Boost and its variants
2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product
(optional):

i.
Water & Energy Consumption in 2015-16

S.No
1.
2.
Parameter
Water Consumption (absolute)
Carbon Emissions
Unit
KL
Absolute CO2 (Kg)
Total
10,62,877
6,71,80,426
ii. Raw Material Consumption in 2015-16 (April 2015 to March 2016)

S.No
1.
2.
Description of Raw Material

Milk Powder
Liquid Milk
Unit
MT
MT
Total
12,466
35,045
3.
Malt and Malt Extract
MT
78,701
4.
Flour (Wheat)
MT
31,764
iii. Reduction during sourcing/production/distribution achieved since the previous year throughout the value chain?

In our endeavor towards supporting a clean & sustainable environment all the sites have significantly increased the usage of Agro-waste bio-mass
fuel (briquettes/pellets) for steam generation, replaced refrigerant based chiller with vapor absorption system, replaced conventional lighting
system with energy efficient LED lights at all the sites, and have moreover replaced chillers with energy efficient chillers and energy efficient
blowers/ motor.

Sites have taken various initiatives for water conservation like recharge of rain water through rain water harvesting, ground water recharging through
natural percolation, reduce water consumption through usage of floor cleaning machines instead of manual cleaning, recycling of water from
various process streams to reduce water consumption, water rationalisation and optimisation in CIP circuits and project under implementation
for enhanced water recovery from water treatment system etc.
iv. Reduction during usage by consumers (energy, water) has been achieved since the previous year?
Not applicable.
3. Does the Company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs
was sourced sustainably? Also, provide details thereof, in about 50 words or so.
The Company has been increasing sourcing and usage of bio fuel (waste bio mass) with replacement over coal over the years thus enhancing
sustainability of our sourcing for fuels. The same trend has continued in 2015. A project has been undertaken to review the supply base of raw
materials, which is expected to be completed in 2016 and would help in developing the road map in this direction.
4. Has the Company taken any steps to procure goods and services from local & small producers, including communities surrounding their
place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors?
Yes, the Company sources significant share of our milk requirements in Punjab from farmers from nearby villages. Further, to improve their capability
and productivity of dairy operations we provide active support in the area of animal health care, breed improvement and guidance on good animal
husbandry practices & clean milk production.
5. Does the Company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste
(separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.
All three sites has well defined system to recycle waste and recycling of products waste is more than 10%, details of the waste utilisation is as follows:
Process:
Husk (Barley) : Sold as cattle feed.
Product waste : Bio composting used as manure
Ash from ESP : Reused in manufacture of ash based bricks, mud based bricks and for road construction.
21
Principle 3: Businesses should promote the wellbeing of all employees

S.No.
1.
2.
3.
4.
5.
Particulars
Please indicate the Total number of employees
Please indicate the Total number of employees hired on temporary/contractual/casual basis
Please indicate the Number of permanent women employees.
Please indicate the Number of permanent employees with disabilities
Do you have an employee association that is recognised by management
Details
3731
1589
149
3
Yes.
Rajahmundry : 1 Nabha : 1
Nabha : 93%,
Rajahmundry : 90%
6.
What percentage of your permanent employees is members of this recognised employee association?
7.
Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial
year and pending, as on the end of the financial year.
S.No.
1.
2.
3.
Category
Child labour/forced labour/involuntary labour
Sexual harassment
Discriminatory Employment
No. of complaints
filed
0
1
0
No. of complaints
closed
0
1
0
No. of complaints
pending
0
0
0
8.
What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year?

Permanent Employees
: 94%
Permanent Women Employees
: 73%
Casual/Temporary/Contractual Employees : 90%
Employees with Disabilities
: 100%
Principle 4: Businesses should respect the interest of, and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalised
1. Has the Company mapped its internal and external stakeholders? Yes/No
Yes, the Company has the system of contracts / POs with the external and internal stakeholders with defined terms and conditions, service levels
and compensation.
2. Out of the above, has the Company identified the disadvantaged, vulnerable & marginalised stakeholders?
The Company has a process for identifying the Micro, Small and Medium Enterprises and ensuring compliance under the MSMED Act, 2006.
3. Are there any special initiatives taken by the Company to engage with the disadvantaged vulnerable and marginalised stakeholders? If
so, provide details thereof, in about 50 words or so.
The Company sponsors education for about 20 girl students studying in classes 10th to 12th in Government Senior Secondary School, Nabha
by providing scholarships. The girls are selected on a merit-cum means basis.
The Company procures liquid milk from 400 villages in Nabha & Rajahmundry milkshed area. The Company drives a structured dairy development
programme in its milkshed through animal health care, breed improvement, farm management and clean milk production.

Key activities:
Free Veterinary Service
Deworming Camps Free deworming of animals
Multipurpose camps Veterinary treatment & awareness lectures
Subsidy on Veterinary Medicines
Subsidy on Feed Supplements - Mineral Mixture & Calcium Preparations
In the year 2015, we further expanded our access to smaller villages by increasing the number of Village Level Entrepreneurs (VLEs) to 1000. This team of
1000 women spread across states of Tamil Nadu, West Bengal and Bihar helped us reach out directly to 100,000 consumers doorstep in villages which
are typically classified as low infrastructure village. Fondly called as Horlicks Didi/Akka in their respective villages they have helped us expand the message
of health and nutrition, while also being able to contribute to their household income through this programme. These VLEs have diligently gone through the
arduous journey where they were hesitant and mired with self doubt to a place where they now earn respect and seen as mentors not only within their family
but in the larger village community too. During this journey we have helped them with various capacity building measures including sessions on Direct 2
home, Stock keeping, product knowledge and confidence building. It is a unique model where we select a woman from the village to partner with us in
expanding our reach, while also enabling and equipping her to generate income within her village itself. We believe this is truly a win win proposition for us
and the villages we serve through these entrepreneurs.
Principle 5: Businesses should respect and promote human rights
1. Does the policy of the Company on human rights cover only the Company or extend to the Group/Joint Ventures/Suppliers/Contractors/
NGOs/Others?
The policy of the Company on human rights covers the Company and all its Third Party Vendors.
2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the
management?
None.
22
Principle 6: Businesses should respect, promote, and make efforts to restore the environment
1. Does the policy related to Principle 6 cover only the Company or extends to the Group/Joint Ventures/Suppliers/Contractors/NGOs/
others.
Yes, it extends to contract manufacturing sites.
2. Does the Company have strategies/initiatives to address global environmental issues such as climate change, global warming, etc? Y/N.
If yes, please give hyperlink for webpage etc.
Yes, all the three primary manufacturing sites have Site Energy Policy which addresses global environmental issues such as climate change, global
warming, etc. and site energy initiatives are being considered in line with that.
CO2 emissions are monitored by all the units and we have taken long term targets for reduction of the same. One of the key initiatives taken during
the year is increase in blending of waste bio-mass with coal in the existing boilers to reduce the carbon emissions thus contributing towards
reducing the impact of global warming.
At one of the site a project of biomass based combined heat and power plant has been initiated, which will reduce CO2 emission substantially.
3. Does the Company identify and assess potential environmental risks? Y/N
Yes, proactive approach is followed in identification of the potential environmental risk, 5x5 matrix is used for the identification of the potential
environmental risks. Proper SOPs/controls are in place for the key environmental risks.
4. Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so.
Also, if Yes, whether any environmental compliance report is filed?
No.
5. Has the Company undertaken any other initiatives on clean technology, energy efficiency, renewable energy, etc? Y/N. If yes, please
give hyperlink for web page etc.
All sites have taken various initiatives highlighted as below.
1. Steam

All the sites have increased the agri-waste bio-mass (briquettes/pellets) blending with coal for steam generation resulting in reduction of about
48500 Tons of CO2 thus significantly reducing carbon foot print in generating steam and endeavoring towards a clean & sustainable
environment.

One of the sites has improved condensate recovery for improved steam efficiency
2. Electricity

Several energy conservation initiatives carried out during the year.

- Conventional lights being replaced with energy efficient LED lights.

- Replacement of old inefficient motors with energy efficient motors at all the sites.

- VFD for Multiple Effect Evaporators

- Installed VAM for Air Conditioning.

- Replacement of old screw based vapour compression chillers with energy efficient centrifugal chillers.

- Energy efficient DC supply based Ceiling fans.

Also, at one of the site 500kW Solar Roof Top captive power plant is being progressed and feasibility of biogas plant is under exploration.
6. Are the Emissions/Waste generated by the Company within the permissible limits given by CPCB/SPCB for the financial year being
reported?
Yes. Stack Emissions, Water Analysis, Ambient Air Quality Reports are well within the limits as defined by CPCB/SPCB.
7. Number of show cause/legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as in end of the
financial year.
There is no show cause notice pending by the end of financial year.
Principle 7: Businesses when engaged in influencing public and regulatory policy, should do so in a responsible manner
1. Is your Company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:
Yes. The Company is the member of the following trade and chamber associations:
a. Federation of Indian Chambers of Commerce and Industry (FICCI), Delhi
b. Confederation of Indian Industries (CII), Delhi
c. All India Food Processors Association (AIFPA), Delhi
d. Protein Foods and Nutrition Development Association of India (PFNDAI), Mumbai
2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify
the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water,
Food Security, Sustainable Business Principles, Others).
Yes, in the areas of advocacy on issues related to food and FMCG industry, Governance and Administration, Economic Reforms, Inclusive
Development Policies, Energy security, Water and Food Security and Sustainable Business Principles.
Principle 8: Businesses should support inclusive growth and equitable development
1. Does the Company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof.
Yes, the Company strives to improve the quality of life and partnering with the society to improve, rebuild and create awareness about important
social issues in 4 different ways:
A. Corporate Funding

The Company supported numerous Community Partnership Projects in the sphere of childrens education and healthcare, support to the homeless,
education and empowerment of tribal children, sustaining healthcare and livelihoods of the tribal community across the country.
B. Community development directly through the Company

a. Improve peoples health & well-being and to provide education for the under privileged in and around the factories located at Rajahmundry,
Nabha and Sonepat.

b. The Nabha Foundation Healthcare and nutritional support to women and children.

c. Scholarship to underprivileged girl children and meals to tribal children and honorarium to teaching and support staff.
23
C. Relief and Rehabilitation in times of natural calamity and emergencies

Supply of nutritional products and OTC medicines particularly in times of need and calamities. Our products are also supplied to various
schools and to pregnant mothers in localities in villages in and around our factories.
This year, during flood situations in Tamil Nadu and earthquake in Nepal, we donated substantial amount of our nutritional products and
medicines.
2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other
organisation?
The initiatives are taken in both ways:
1. Majority of the activities are assessed and monitored by external NGOs like Business and Community Foundation (BCF), Save the Children,
Care India Solution for Sustainable Development and Charities Aid Foundation (CAF) and World Health Organization (WHO).
2. Many initiatives are also taken directly by our employees and sites in community development, in and around the site locations like Nabha,
Sonepat, Rajhamundry and Delhi.
3. Have you done any impact assessment of your initiative?

Yes. It is an ongoing process Each project is selected on basis of its sustainable impact and is regularly monitored. In order to ensure sustainable
impact, majority of the corporate funding projects are long term ones where assessment is done by the NGOs (BCF & CAF) through which the
funds are disbursed and accordingly the scope and beneficiary identifications evolve.
4. What is your Companys direct contribution to community development projects- Amount in INR and the details of the projects undertaken?
The Company has contributed approximately Rs.10 Crores and 92 Lacs towards various CSR projects.
5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in
50 words, or so?
Our CSR responsibilities arise from our mission statement To improve the quality of human life by enabling people to do more feel better and live longer.
All the projects are carefully selected in consultation with our NGO partners, private foundations and academic institutions to ensure long term sustainability
and empowering of the people whom we strive to help. Most of our projects are aimed towards health benefits and specific projects like Lymphatic Filariasis
AIDS, Kalazar etc. are monitored to measure the decrease in the number of cases reported as compared to before intervention. Similarly, on educational and
support to women, efforts are towards informal education where the goal is to bring education more closely to the children in slums and particularly for the
disabled and physically challenged. Impact is assessed by monitoring decreasing number of dropouts, increasing enrolment and finally increasing number
of students motivated to join formal education. To preserve non- renewable sources of energy and give a better environment to the future generation, the
Company increased the use of agro-waste bio-mass fuel for steam generation at all manufacturing sites.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner
1. What percentage of customer complaints/consumer cases are pending as on the end of 12 months period ended March 31, 2016?
The Company has established an outsourced Knowledge Centre with Genpact, wherein the Customer/Consumer Feedback is received by Trained
Agent and then passed on to stakeholders with the Company through CRS (Consumer Relations System) for necessary actions, as required. Care
line Feedback at Genpact is received from consumers through dedicated toll free phone line (0008004420168), email ([email protected])
or through snail mail (PO Box No.15, Gurgaon). This information is available on all the products manufactured and sold by the Company. The
feedback received through all these sources is routed to the concerned functions through an internal software application Customer Delight
System. The Company has detailed procedures to carry out necessary investigations in case warranted by the feedback. All the customer
feedbacks are used to drive improvements within the system. These improvement actions are documented in the form of Corrective and Preventive
actions and are reviewed periodically in management meetings.
As on March 31, 2016, 97% of the complaints were closed. Rest of the complaints are under investigation.
2. Does the Company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A./
Remarks (additional information)?
Yes. Consumer is provided with instructions on serve sizes and the basic knowledge about the science working behind the various formulations
and ingredients added in our product including general known functions of the nutrients. Storage Instructions and cautionary notes, if any, are also
provided, if it is important to ensure the safety of consumer at the time of consumption.
3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising and/or anti-competitive
behaviour during the last five years and pending as on end of financial year? If so, provide details thereof, in about 50 words, or so.
There have been 2 complaints received by the Company from Advertising Standards Council of India (ASCI) and the Company has complied with
all changes.
4. Did your Company carry out any consumer survey/consumer satisfaction trends?
The Company undertakes a number of surveys throughout the year with our consumers. These include surveys on consumer satisfaction with
product formulation, packaging, and advertising. We also carry out extensive usage & attitude surveys for the categories we operate in. Details for
which are available on request.
Place : Gurgaon
24
Jaiboy John Phillips

(DIN: 01417171)
Director- Operations

Companys Philosophy on Corporate Governance
GlaxoSmithKline Consumer Healthcare Limited is committed to following best global corporate governance practices in all its pursuits. The guiding
principle for the Company has always been to achieve shareholders satisfaction and maximise shareholders value by following best corporate
governance norms in true letter and spirit. The Company aims at achieving this objective by ensuring transparency in its functioning by truthful and
complete communication to all its stakeholders and by inculcating a culture of ethical business conduct in all its operations.
Board of Directors
Composition
The composition of the Board of Directors of the Company is in complete conformity with the requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The composition of the Board represents an optimal mix of professionalism, knowledge and experience which
enables the Board to discharge its responsibilities and provide effective leadership to the business. The positions of the Chairman of the Board and the
Chief Executive Officer of the Company are held by separate individuals, where the Chairman of the Board is a Non-Executive Director. None of the
Directors of the Company are related inter-se. The details of the Board of Directors, their attendance records and other relevant details during the
financial year ended March 31, 2016 are as under:
Name of the Director
DIN
Category of
Directorship
No. of Board
Meetings
attended
Mr. Subodh Bhargava

Mr. Zubair Ahmed*
Mr. Manoj Kumar**
Mr. Kunal Kashyap
Mr. Mukesh H. Butani
Mr. Naresh Dayal
Mr. P. Dwarakanath
Ms. Sangeeta Talwar
Mr. Jonathan Box
Mr. Jaiboy John Phillips
Mr. Vivek Anand***
Mr. R. Subramanian****
00035672
00182990
07177262
00231891
01452839
03059141
00231713
00062478
06572462
01417171
06891864
06572462
NEC
MD
MD
ID
ID
ID
ID
ID
NED
WTD
WTD
WTD
5
1
4
5
4
5
5
5
4
5
4
1
Attendance at
last AGM held
on August 6,
2015
Yes
NA
Yes
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
NA
No. of
directorships
in other Public
CompaniesA
7
2
4
4
-
No. of Committee
Position held in Other
Public CompaniesB
Chairman
Member
1
3
1
4
-
* Mr. Zubair Ahmed, consequent to his elevation to Global Role stepped down as the Managing Director of the Company with effect from May 31, 2015.
** Mr. Manoj Kumar was appointed as Managing Director of the Company for a period of 5 years with effect from June 1, 2015, pursuant to nomination received from
Horlicks Ltd. The appointment was also approved by the shareholders at the Annual General Meeting held on August 6, 2015.
***The Board of Directors, at its meeting held on May 8, 2015 appointed Mr. Vivek Anand as Director- Finance and Chief Financial Officer (CFO) of the Company, with
effect from June 1, 2015, in the casual vacancy caused by the resignation of Mr. Ramakrishnan Subramanian.
****Mr. R. Subramanian resigned from the Company on May 31, 2015 as Director- Finance & CFO and in his place Mr. Vivek Anand was appointed for the office held by him.
A
Directorship in public companies registered under the Companies Act, 2013, excluding private limited companies, foreign companies and companies under Section 8
of the Companies Act, 2013.
B
Only covers Membership/ Chairmanship of Audit Committee and Stakeholders Relationship Committee of public limited companies.
NEC Non Executive Chairman
WTD Wholetime Director
MD Managing Director
ID Independent Director
NED Non Executive Director
Details of Board Meetings during the year ended March 31, 2016
The Board of Directors of the Company met five times during the period from April 1, 2015 to March 31, 2016 on May 8, 2015; August 5, 2015;
November 6, 2015; February 8, 2016 and March 22, 2016. The Independent Directors met on March 21, 2016.
Information to the Board
The Company holds at least four Board Meetings in a year with at least one meeting in each quarter to review the quarterly financial results. The
maximum gap between two Board Meetings is not more than 120 days. Agenda papers are circulated to the Board members and other permanent
invitees to the Board Meeting well in advance. In addition to the specific matters which are taken at the Board Meetings, the following information is
also placed before the Board for its review as per Schedule II Part A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Annual Operating Plans and Capital budgets and any updates in connection therewith.
Quarterly results of the Company.
Minutes of the meetings of the Audit Committee and all other Committees of the Board.
Terms of reference of the Committees of the Board.
Statutory Compliance Certificate.
Information on appointment and resignation of senior officers of the Company.
Significant labor problems, if any, at any of the plant/locations of the Company.
Significant development on the Human Resources/Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement
Scheme etc.
25
Information on strikes, lockouts, retrenchment, fatal accidents, dangerous occurrences, any material effluent or pollution problems or any other
materially important incident, if any.
Show cause, demand, prosecution notices and penalty notices of material importance.
Any material default in financial obligations to and by the Company, or substantial non recovery for sale of goods by the Company.
Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share
transfer, etc.
Details of any joint venture or collaboration agreement.
Sale of a material nature, of investments and/or assets, which are not in the normal course of business.
Any issue involving possible public or product liability claims of a substantial nature, including any judgment or order which may have passed
strictures on the conduct of the Company.
Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if
material. Transactions that involve substantial payment towards goodwill, brand equity or intellectual property.
The Familiarisation programme along with the details of the same imparted to the Independent Directors during the year are available on the website of
the Company i.e. www.gsk-ch.in
Committees of the Board
The Board of Directors decides the composition and terms of reference of the Board Committees. The composition, terms of reference and the dates
of these Committee meetings is given below:
a) Audit Committee

The Audit Committee comprises of four members, most of who are Independent Directors and possess financial and/or accounting knowledge. The
Committee comprised of Mr. Mukesh H. Butani as the Chairman and Mr. Kunal Kashyap, Ms. Sangeeta Talwar and Mr. Jonathan Box as the other
three members. Ms. Sonali Khanna, Company Secretary acts as Secretary to the Committee.
The Chairman, Managing Director, Finance Director and Operations Director are permanent invitees to the Audit Committee meetings. The Head
of Internal Audit, the concerned partner of Price Waterhouse, the Statutory Auditors and KPMG Representatives (co-sourced internal auditors) are
also invited to the Audit Committee meetings.
The Company has an Internal Audit Team which submits its report directly to the Audit Committee on a quarterly basis. The Head of the Internal
Audit Department reports to the Audit Committee. The Chairman of the Audit Committee Mr. Mukesh Butani attended the last Annual General
Meeting held on August 6, 2015 to answer shareholders queries.
Terms of reference:

The functioning and terms of reference of the Audit Committee including the role, powers and duties, quorum for meetings and frequency of
meetings have been devised keeping in view the requirements of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Audit Committee has the following powers:
1. To investigate any activity within its terms of reference.

2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

The terms of reference of the Audit Committee shall include the following:
1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is
correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the
remuneration and terms of appointment of auditors.
3. Review and monitor the auditors independence and performance and effectiveness of audit process.
4. Approval of assignments and the payment thereof to statutory auditors for any other services rendered by the statutory auditors.
5. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a) Any subsequent modification of transactions of the Company with related parties.

b) Scrutiny of inter- corporate loans and investments.

c) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report.

d) Changes, if any, in accounting policies and practices and reasons for the same.

e) Major accounting entries involving estimates based on the exercise of judgment by management.

f) Significant adjustments made in the financial statements arising out of audit findings.

g) Compliance with listing and other legal requirements relating to financial statements.

h) Disclosure of any related party transactions.

i) Qualifications in the draft audit report.

6. Reviewing and examining, with the management, the quarterly/annual financial statements and the auditors report thereon before submission
to the Board for approval.
6A. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential
issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report
submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations
to the Board to take up steps in this matter.
7.
Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal financial control systems and
risk management systems.
8. Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing and seniority of
the official heading the department, reporting structure coverage and frequency of internal audit.
26
9. Discussion with internal auditors on any significant findings and follow up thereon.
10. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a
failure of internal control systems of a material nature and reporting the matter to the Board.
11. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to
ascertain any area of concern.
12. Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of
declared dividends) and creditors.
13. Valuation of undertakings or assets of the Company, wherever it is necessary.
14. To review the functioning of the Whistle Blower mechanism/vigil mechanism, address genuine concerns and:

(a) To ensure the action taken on the alleged complaints received under this mechanism.

(b) To review the adequacy of the final outcome of such complaint and ensure that the reward/punishment is commensurate with the final
outcome.

(c) To get an independent expert opinion, if need be, on the alleged complaint.
15. To ensure that the vigil mechanism provides for adequate safeguards against victimisation of persons who use such mechanism and have
direct access to the Chairperson of the Audit Committee in appropriate/exceptional cases.
16. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that
function) after assessing the qualifications, experience & background, etc. of the candidate.
17. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
18. The Audit Committee mandatorily reviews the following information:

a) Management discussion and analysis of the financial conditions and results of operations;

b) Statement of significant related party transactions (as defined by the Audit Committee), submitted by management, and any modification
of the transactions;

c) Management letters/letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses;

e) Reviewing the appointment, removal and terms of remuneration of the Chief internal auditor/Internal Auditors;

f) Monitoring the end use of funds raised through public offers and related matters;

g) Inter-corporate loans and investments; and

h) Any other matter the Board may request/authorise the Audit Committee to perform/review.

Five meetings of the Audit Committee were held during the year ended March 31, 2016. Attendance at meetings during the year:
Director
Mr. Kunal Kashyap
Mr. Jonathan Box
Ms. Sangeeta Talwar
No. of meetings attended

4
5
4
5
b) Nomination & Remuneration Committee

The Company has a Remuneration Committee which comprises of three members. The Committee presently comprises of Mr. Kunal Kashyap as
the Chairman and Mr. P. Dwarakanath and Mr. Mukesh H. Butani as the other two members. Ms. Sonali Khanna, Company Secretary acts as
Secretary to the Committee.
Terms of reference:
The functioning and terms of reference of the Committee have been devised in line with the recommendations as prescribed under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.
The terms of reference of the Committee are as follows:
1. To identify persons qualified to become directors and persons appointed in the senior management.
2. To recommend to the Board the criteria for appointment and removal of persons eligible for directorship/senior management.
3. To carry out the evaluation of every directors performance.
4. To determine the Companys policy on all elements of remuneration packages of all the Directors including salary, benefits, bonuses, stock
options, pension rights and compensation payment, etc.
5. Details of fixed component and performance linked incentives along with performance criteria.
6. Service contracts, notice period, severance fees, etc.
7.
Stock option details, if any and whether issued at a discount as well at the period over which accrued and over which exercisable.
8. To formulate the criteria for determining qualifications, positive attributes and independence of a Director.
9. To recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees. The
Committee shall ensure the following while formulating a policy and such Policy shall be disclosed in the Boards Report.
10. Level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the
Company successfully.
11. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
12. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting
short and long term performance objectives appropriate to the working of the Company and its goals.
13. All other aspects of benefits and compensation to employees.
14. To determine the remuneration of the Non Executive Directors, which shall, finally be decided by entire Board of Directors.
15. To review and advise the Company on the succession planning for the senior management and ensure the organisations readiness for
continuing leadership.
16. Any other matter the Board may request/authorise the Committee to perform/review.
Three meetings of the Committee were held during the year ended March 31, 2016. Attendance at meetings during the year:
Director
Mr. P. Dwarakanath
Mr. Kunal Kashyap

3
3
2
27
Remuneration Policy
Payment of Commission and Sitting Fees to the Non Executive Directors and payment of Salary, Commission and Perquisites to the Whole-time
Directors are as per the structure determined by the Nomination & Remuneration Committee and the Board, and subject to the overall ceilings
imposed by the Companies Act, 2013 and other applicable statutes, if any. The basis is also determined by carrying out an annual analysis of the
industry trends by an independent and reputed HR Management Consultant firm, which is scrutinised and recommended by the Remuneration
Committee. Performance linked incentives and bonus paid to the Whole-time Directors are determined on the basis of achievement of overall
financial and other objectives set for the Company at the beginning of the year and the achievement of individual objectives.
The retirement age of the Whole-time Directors of the Company is 60 years while for Non Executive Directors it is 75 years. The Notice period for
the Whole-time Directors is three months notice on either side. The Service contracts are in the range of 3 to 5 years.
Criteria for making payment to the Non-Executive Directors:
The Company has a separate Policy for Remuneration of Non- Executive Directors and Employees and the same is available on the Companys
website i.e. www.gsk-ch.in.
Performance Evaluation Criteria for Independent Directors
The Company has adopted a robust process for the performance evaluation of the entire Board including the Independent Directors. Please refer
to the Directors Report for details on the Performance Evaluation of the Board.
Remuneration of Key Managerial Personnel and Directors
Details of remuneration of the Key Managerial Personnel for the year ended March 31, 2016:
S.
No.
1.
2.
3.
4.
5.
6.
Name
Designation/Position
Mr. Zubair Ahmed$

Mr. R. Subramanian$
Mr. Manoj Kumar&
Mr. Vivek Anand&
Mr. Jaiboy John Phillips
Ms. Sonali Khanna
Managing Director
Director Finance & CFO
Managing Director
Director Finance & CFO
Director Operations
General Manager Legal & Company Secretary
Salary*
(Rs.)
Benefits#
60,36,000
27,11,396
2,16,66,699
1,03,29,502
1,45,45,440
36,41,040
56,46,985
9,00,957
54,49,569
33,16,661
33,10,899
16,61,079
Performance
Incentive@
78,74,130
18,92,466
3,05,45,564
1,45,60,055
1,08,36,582
14,38,072
*Salary includes Basic Salary and HRA

#
Benefits include allowances, perquisites, retiral benefits and recognition awards
@
Performance incentive includes bonus, cash settled stock based award of GSK plc and any sign-on payments
$
Ceased to be in the role with effect from May 31, 2015
&
Appointed in the role with effect from June 1, 2015
Details of remuneration of Non-Executive Directors and Independent Directors for the year ended March 31, 2016:
S. No.
1.
2.
3.
4.
5.
6.
7.
Name
Mr. Subodh Bhargava
Mr. Kunal Kashyap
Mr. Naresh Dayal
Mr. P. Dwarakanath
Ms. Sangeeta Talwar
Mr. Jonathan Box
Particulars
Non Executive Chairman
Independent Director
Non Executive Director
Sitting Fees
11,09,200
11,89,453
10,16,670
8,80,630
9,62,345
8,55,364
-
Commission
10,00,000
7,00,000
7,00,000
7,00,000
7,00,000
7,00,000
-
Grand Total
1,95,57,115
55,04,819
5,76,61,832
2,82,06,218
2,86,92,921
67,40,191
(Rs.)
Total
21,09,200
18,89,453
17,16,670
15,80,630
16,62,345
15,55,364
-
Shareholding of Non Executive Directors:

None of the Directors of the Company is holding any shares in the Company as on March 31, 2016.
c) Investor Grievance & Stakeholders Relationship Committee

The Investor Grievance & Stakeholders Relationship Committee of the Company comprises of four members. The Committee comprised of
Mr. P. Dwarakanath as the Chairman, Mr. Subodh Bhargava, Mr. R. Subramanian and Mr. Naresh Dayal as the other three members. The Committee
was reconstituted with effect from August 6, 2015 and Mr. Vivek Anand was appointed as the member of the Committee in place of
Mr. R. Subramanian consequent to the resignation of Mr. R. Subramanian from the Company. Ms. Sonali Khanna, Company Secretary acts as
Secretary to the Committee and also as the Compliance Officer.
Terms of reference:
The functioning and terms of reference of the Committee are in conformity with the requirements of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Companies Act, 2013.
1.
Redressing/Resolving of security holders complaints/grievances

Number of complaints received

Transfer of shares, any pending transfers etc.

Non-receipt of Balance Sheet

Non-receipt of dividends, bonus, rights etc.

Complaints with regards to dematerialisation
28

2.
Number of pending complaints and reasons therefor

Number of complaints not solved to the satisfaction of the security holder
Any other complaint
Any other matter the Board may request/authorise the Committee to review/perform.
Four meetings of the Committee were held during the year ended March 31, 2016. Attendance at meetings during the year:
Director
Mr. P. Dwarakanath
Mr. Vivek Anand
Mr. Naresh Dayal
Mr. Subodh Bhargava
Mr. R. Subramanian

4
3
4
4
1
The total numbers of complaints received and replied to the satisfaction of the shareholders during the year ended March 31, 2016 under
review were 137. The Company ensures that the investors correspondence is attended expeditiously and endeavour is made to send a
satisfactory reply within three days of receipt, except in cases that are constrained by disputes or legal impediments. There are no pending
share transfer complaints as on March 31, 2016. The Company has advised Karvy Computershare Pvt. Ltd., its Registrar and Share transfer
Agent to dispatch the shares after transfer within three days from their approval at the Share Transfer Committee.
d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee (CSR) of the Company comprises of four members. The Committee comprises of Mr. P. Dwarakanath
as the Chairman and Mr. Mukesh H. Butani, Mr. Naresh Dayal and Mr. R. Subramanian as the other three members. The Committee was
re-constituted on August 6, 2015 and Mr. Vivek Anand was appointed as the member of the Committee in place of Mr. R. Subramanian consequent
to the resignation of Mr. R. Subramanian from the Company. Ms. Sonali Khanna, Company Secretary acts as Secretary to the Committee.
Terms of reference:
The role and terms of reference of the CSR Committee shall include the following:
1. Formulate, implement and monitor the CSR Policy of the Company from time to time.
2. Specify the projects and programmes that are to be undertaken.
3. Recommend the amount of expenditure to be incurred on the activities to be undertaken as per the CSR Policy.
4. Approve the list of CSR projects/programmes which the Company plans to undertake during the year, specifying modalities of execution in
the areas/sectors chosen and implementation schedules for the same.

5. Ensure that the CSR projects/programmes of the Company also focus on integrating business models with social and environmental priorities
and processes in order to create shared value.
6. Ensure that the CSR Policy of the Company provides that surplus arising out of the CSR activity will not be part of business profits of the
Company.
7.
Ensure that the CSR Policy specifies that the corpus would include the following:

a. at least 2% of the average net profits during the three immediately preceding financial years;

b. any income arising therefrom;

c. surplus arising out of CSR activities.
8. Monitor the implementation of the projects/programmes/activities proposed to be undertaken by the Company.
9. Ensure that the following broad activities will be undertaken under CSR:

a. eradicating hunger poverty and malnutrition, promoting preventive healthcare and sanitation and making available safe drinking water;

b. promoting education including special education and employment enhancing vocation skills especially among children, women, elderly
and the differently abled and livelihood enhancement projects;

c. promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day
care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically
backward groups;

d. ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro-forestry, conservation of
natural resources and maintaining quality of soil, air and water;

e. protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art;
setting up public libraries; promotion and development of traditional arts and handicrafts;

f. measures for the benefit of armed forces veterans, war widows and their dependents;

g. training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports;

h. contribution to the Prime Ministers National Relief Fund or any other fund set up by the Central Government for socio-economic
development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, Other Backward Classes, minorities and women;

i. contributions or funds provided to technology incubators located within academic institutions which are approved by the Central
Government;

j. rural development projects;

k. such other area as may be prescribed or any other area the Board may authorise the Committee to include.

Three meetings of the Committee were held during the year ended March 31, 2016. Attendance at meetings during the year:
Director
Mr. P. Dwarakanath
Mr. Vivek Anand
Mr. Naresh Dayal
Mr. Mukesh Butani
Mr. R. Subramanian

3
2
3
2
1
29
GENERAL BODY MEETINGS

Particulars of last three AGMs
Year
2015
2014
2013
Date
August 06, 2015
August 07, 2014
April 09, 2013
Time
09.30 a.m.
09.30 a.m.
09.30 a.m.
Venue
Punjab Public School Auditorium, The Punjab Public
School (Senior Wing), Nabha 147 201 (Punjab)
Special Resolution passed

No Special Resolution
Postal Ballot Resolution
No Postal ballot resolution was passed during the year ended March 31, 2016. No special resolution requiring a postal ballot is being proposed for the
ensuing Annual General Meeting.
MEANS OF COMMUNICATIONS
Quarterly Results
Wide publicity is accorded to the Quarterly Results by publishing them in widely circulated English daily (Financial Express) and a Punjabi daily (Punjabi
Tribune) as per the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results are also e-mailed to the
Stock Exchanges where the Company is listed. The Company also has its own official press releases in various newspapers through its Public Relations
agency.
The Quarterly results of the Company are also displayed on the website of the Company at www.gsk-ch.in.
Half-yearly Report to each household of shareholders
Half-yearly reports are provided to shareholders on a request being made to the Company in this regard.
Presentations made to Institutional Investors or to Analysts
Regular meetings and teleconferences were held with the Financial Institutions, Foreign Institutional Investors and Analysts. Six (6) Meetings and Three
(3) Analyst Telecoms were held during the year with different Financial Analysts. They are also provided with a copy of the quarterly results after the
same have been e-mailed to the Stock Exchanges. A copy of the presentations made to Financial Analysts is also made available on the website of the
Company at www.gsk-ch.in.
GENERAL SHAREHOLDER INFORMATION

Annual General Meeting:
Date: The Fifty Seventh Annual General Meeting is scheduled to be held on Friday, August 5, 2016
Time: 9.00 a.m.
Venue: Punjab Public School Auditorium, The Punjab Public School (Senior Wing), Nabha, 147 201 (Punjab)
Financial Year:
April 1, 2015 to March 31, 2016
Financial Calendar:
Particulars
1. Quarter ending June 30, 2016
3. Quarter ending December 31, 2016
Date of Board meeting

August, 2016
February, 2017
March, 2017
Particulars
2. Quarter ending September 30, 2016
4. Quarter ending March 31, 2017
Date of Board meeting

November, 2016
May, 2017
Book closure:
The Register of Members will be closed from July 28, 2016 to August 5, 2016 (both days inclusive).
Dividend payment:
For the year ended March 31, 2016, the Directors have recommended a dividend at the rate of Rs. 70 per equity share, subject to approval of the
Members at the ensuing Annual General Meeting. If approved, the dividend shall be paid on or before September 4, 2016 to all the Members.
Listing on Stock Exchanges and Stock Code:
The shares of the Company are listed at two Stock Exchanges in India, the addresses of which are given below:
Stock Exchange
Bombay Stock Exchange Limited, Stock Exchange Towers, Dalal Street, Fort, Mumbai 400 023
National Stock Exchange of India Limited, Exchange Plaza, Bandra - Kurla Complex, Bandra (East), Mumbai 400 051
The Listing Fee for the year 2015-2016 has been paid to the Stock Exchanges where the shares of the Company are listed.
30
Stock Code
Demat 500676
GSKCONS
Stock Market Data:

High and Low during each month in last financial year from April, 2015 to March, 2016 on the Stock Exchanges where the shares of the Company are listed:
(Rs.)
Month
April 2015
May 2015
June 2015
July 2015
Share Price (Closed at)

Highest
Lowest
6399.10
6227.40
6401.50
6179.55
6391.15
6015.45
6455.20
6062.15
Sensex (Closed at)

Highest
Lowest
29044.44
27011.31
27957.50
26599.11
27895.97
26370.98
28298.13
27459.23
August 2015
September 2015
October 2015
November 2015
December 2015
January 2016
February 2016
March 2016
6340.95
6223.90
6061.10
6003.25
6770.65
6658.50
5900.10
6035.15
28298.13
26218.91
27470.81
26590.59
26169.41
26160.90
24824.83
25341.86
5878.50
5919.55
5976.10
5816.25
5861.30
5612.30
5564.45
5448.00
25714.66
24893.81
26220.95
25482.52
25036.05
23962.21
22951.83
23779.35
Performance in comparison:
SENSEX
GSKCH Share Price (Rs.)
32000.00
7300.00
Sensex
31000.00
GSKCH
7000.00
30000.00
6700.00
29000.00
6400.00
6100.00
28000.00
5800.00
27000.00
5500.00
26000.00
5200.00
25000.00
4900.00
24000.00
4600.00
23000.00
4300.00
22000.00
4000.00
Apr
May
June
July
Aug
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Registrar and Transfer Agents:

Karvy Computershare Pvt. Limited,
Karvy Selenium Tower B, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad 500 008;
E-mail:[email protected]
Share Transfer System:
Share transfers, where transfer documents are found in order, are registered and returned in the normal course within a period of 15 days from the date of receipt
of the documents. Any requests for dematerialisation/rematerialisation of shares are processed and confirmation is given to depositories i.e. National Securities
Depositories Limited (NSDL) or Central Depositories Services (India) Limited (CDSL), as the case may be, within 15 days from the date of receipt.
Distribution of shareholding as on March 31, 2016:
S. No.
1
2
3
4
5
6
7
8
9
Category (Shares)
1 - 250
251 - 500
501 - 1000
1001 - 2000
2001 - 3000
3001 - 4000
4001 - 5000
5001 - 10000
10001 AND ABOVE
Total
No. of Holders
28562
2953
1011
325
135
60
39
114
153
33352
% to Holders
85.64
8.85
3.03
0.97
0.40
0.18
0.12
0.34
0.46
100
No. of Shares
1306094
1002218
709891
471196
330272
214386
177079
822167
37022235
42055538
% to Equity
3.11
2.38
1.69
1.12
0.79
0.51
0.42
1.95
88.03
100
31
Shareholding pattern as on March 31, 2016:

S.No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
Description
BANKS
CLEARING MEMBERS
EMPLOYEES
FOREIGN INSTITUTIONAL INVESTOR
FOREIGN PORTFOLIO INVESTORS
FOREIGN PROMOTERS
HUF
INDIAN FINANCIAL INSTITUTIONS
BODIES CORPORATES
BENEFICIAL HOLDINGS UNDER MGT-4
MUTUAL FUNDS
NBFC
NON RESIDENT INDIANS
NRI NON-REPATRIATION
NRI REPATRIATION
OVERSEAS CORPORATE BODIES
RESIDENT INDIVIDUALS
TRUSTS
Total
No. of Holders
21
38
5
160
162
2
569
9
748
3
78
7
879
7
10
1
30644
9
33352
No. of Shares held

16235
2583
206
2180850
1622549
30471992
90526
399250
723886
185
1129781
33600
126808
1212
2350
280
5252252
993
42055538
% of Shares held
0.04
0.01
0.00
5.19
3.86
72.46
0.22
0.95
1.72
0.00
2.69
0.08
0.30
0.00
0.01
0.00
12.49
0.00
100.00
Dematerialisation of shares and liquidity:

As on March 31, 2016, we have dematerialised 97.98% of our equity share capital, only 2.02% of our equity share capital is held in physical form.
Outstanding GDRs/ADRs/warrants or any convertible instruments, conversion date and likely impact on equity:
We have no GDRs/ADRs or any commercial instrument.
Commodity price risk or foreign exchange risk and hedging activities
The Company monitors the price of key commodities closely and formulates the procurement strategies basis actual price movements / trends /
projections in India and Global Markets. The Company has adequate governance structure of aligning and reviewing the procurement strategies in
line with external and internal dynamics.
The Company does not hedge foreign exchange risk as the exposure is not material.
Plant locations:
Nabha Plant:
Rajahmundry Plant:
Sonepat Plant:

GlaxoSmithKline Consumer Healthcare Limited, Patiala Road, Nabha 147 201 (Punjab)
GlaxoSmithKline Consumer Healthcare Limited, Industrial Area, Dowleswaram 533 124 (Andhra Pradesh)
GlaxoSmithKline Consumer Healthcare Limited, 14 km Stone, Sonepat Meerut Road, Village Khewra,
P.O. Bahalgarh 130 121, District Sonepat (Haryana)
Address for correspondence:

Registered Office:
GlaxoSmithKline Consumer Healthcare Limited, Patiala Road, Nabha 147 201 (Punjab)
CIN: L24231PB1958PLC002257
Head Office:
GlaxoSmithKline Consumer Healthcare Limited, 24th & 25th Floor, One Horizon Centre, DLF Phase 5, Golf Course Road, Gurgaon 122 002 (Haryana)
Registrars and Share Transfer Agents:
Karvy Computershare Pvt. Limited, Karvy Selenium Tower B, Plot No 31 & 32 Gachibowli, Financial District, Nanakramguda, Serilingampally,
Hyderabad 500 008
Name, Address and Contact Numbers of the Compliance Officer and Company Secretary:
Ms. Sonali Khanna, Company Secretary, 24th Floor, One Horizon Centre, DLF Phase 5, Golf Course Road, Gurgaon 122 002 (Haryana) Telephone:
0124-4336500; Facsimile: 0124-4336600; Email: [email protected]
Email for Investors:
[email protected], [email protected]
Companys website address:
www.gsk-ch.in
DISCLOSURE

32
Materially significant Related Party Transactions that may have potential conflict with the interests of Company at large during the year ended
March 31, 2016, the Company has Related Party Transactions as envisaged under the Corporate Governance Code which have been mentioned
in Notes 34 to the Accounts.
There have not been any non-compliances, penalties or strictures imposed on the Company by any Stock Exchange or SEBI or any statutory
authority on any matter related to capital markets, during the last three years.
Whistle Blower Policy and Vigil Mechanism
The Company has formulated a Whistle Blower Policy and Vigil Mechanism, with an aim to deter and detect misconduct and to ensure that genuine
concerns of misconduct/unlawful conduct, which an individual believes may be taking place, are raised at an early stage in a responsible and confidential
manner.
It is also affirmed that no member has been denied access to the Audit Committee and the Whistle Blower Committee.
The members of the Whistle Blower Committee for the year ended March 31, 2016 were Managing Director, Finance Director, Operations Director,
Legal Head and HR Head. Apart from these members, the Company Secretary acts as the Co-ordinator of the Committee. The Audit Committee
reviews the mechanism and all Whistle Blower complaints and investigations of the Whistle Blower Committee, at all its meetings.
The Whistle Blower Policy has also been posted at the website of the Company www.gsk-ch.in.
Code of Conduct
The Board of Directors has adopted a Code of Conduct for Directors and Senior Management of the Company. An annual affirmation of compliance
with the Code of Conduct is taken from all the Directors and Senior Management members of the Company to whom the Code applies. The Code of
Conduct has also been posted at the website of the Company www.gsk-ch.in. CEOs affirmation that the Code of Conduct has been complied with by
the Board of Directors and Senior Management is given at the end of this report.
Discretionary Requirements
The Company is complying with the following discretionary requirements prescribed under Schedule II Part E of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015:
1. Separate posts of Chairman and CEO: The Company already has separate persons to the post of Chairman and Managing Director/CEO.
Mr. Subodh Bhargava is the Non Executive Chairman and Mr. Manoj Kumar is the Managing Director.
2. Reporting of Internal Auditor: As per Audit Committees terms of reference.
CEO & CFO Certification
The Certificate issued by the Managing Director (CEO) and Director Finance (CFO) certifying the accuracy of the financial statements and adequacy
of internal controls for financial reporting, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of
this Annual Report.
The Company has complied with all the mandatory requirements as specified in Regulation 17 to 27 and Regulation 46 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 regarding maintenance of functional website containing basic information about the Company and
the necessary information as required to be uploaded on the Companys website.
Management Discussion and Analysis Report setting out Opportunities and Threats and also Risks and Concerns forms part of the Directors Report
and is reported in this Annual Report.

Place : Gurgaon
Dated
:
May 17, 2016
Manoj Kumar
(DIN: 07177262)
Managing Director
Declaration as required under Schedule V Part D of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
All Directors and Senior Management members of the Company have affirmed compliance with Code of Conduct for Directors and Senior Management
of GlaxoSmithKline Consumer Healthcare Limited for the year ended March 31, 2016.

Place : Gurgaon
Dated
:
May 17, 2016
Manoj Kumar
(DIN: 07177262)
Managing Director
33
Auditors Certificate regarding compliance of conditions of Corporate Governance

To the Members of GlaxoSmithKline Consumer Healthcare Limited
We have examined the compliance of conditions of Corporate Governance by GlaxoSmithKline Consumer Healthcare Limited, for the
year ended March 31, 2016 as stipulated in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regualtions, 2015 (collectively referred to as SEBI Listing Regulations, 2015).
The compliance of conditions of Corporate Governance is the responsibility of the Companys management. Our examination was
carried out in accordance with the Guidance Note on Certification of Corporate Governance, issued by the Institute of Chartered
Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance
of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the
Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations, 2015.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.

For Price Waterhouse

Firm Registration No.: 301112E
Chartered Accountants
Place : Gurgaon
Pramit Agrawal
Partner
Membership No.: 099903
Certification by Chief Executive Officer & Chief Financial Officer of the Company
To the Board of Directors
We, Manoj Kumar, Managing Director and Vivek Anand, Director Finance, to the best of our knowledge and belief certify that:
1. We have reviewed the Balance Sheet and Profit and Loss Account of the Company for the financial year ended March 31, 2016
as well as the Cash Flow statement as on that date and that to the best of our knowledge and belief, we state that
a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
b) these statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the financial year which are
fraudulent, illegal or violative of the Companys Code of Conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the
effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors
and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and
necessary steps have been taken to rectify these deficiencies.
4. We have indicated to the Auditors and the Audit committee:
a) significant changes, if any, in internal control over financial reporting during the year;
b) significant changes, if any, in accounting policies during the year and the same have been disclosed in the notes to the financial
statements; and
c) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an
employee having a significant role in the Companys internal control system over financial reporting.

Place : Gurgaon
34
Vivek Anand
(DIN: 06891864)
Director Finance
Manoj Kumar
(DIN: 07177262)
Managing Director
Auditors Report
Auditors Report
To the Members of GlaxoSmithKline Consumer
Healthcare Limited
auditors judgment, including the assessment of the risks of

material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the
Companys preparation of the financial statements that give a
true and fair view, in order to design audit procedures that are
appropriate in the circumstances. An audit also includes
evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates
made by the Companys Directors, as well as evaluating the
overall presentation of the financial statements.
Report on the Financial Statements

1. We have audited the accompanying financial statements of
GlaxoSmithKline Consumer Healthcare Limited (the
Company), which comprise the Balance Sheet as at March
31, 2016, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of the
significant accounting policies and other explanatory
information.
Managements Responsibility for the Financial Statements
2. The Companys Board of Directors is responsible for the
matters stated in Section 134(5) of the Companies Act, 2013
(the Act) with respect to the preparation of these financial
statements to give a true and fair view of the financial position,
financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted
in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
3. Our responsibility is to express an opinion on these financial
statements based on our audit.
4. We have taken into account the provisions of the Act and the
Rules made thereunder including the accounting standards
and matters which are required to be included in the audit
report.
5. We conducted our audit in accordance with the Standards on
Auditing specified under Section 143(10) of the Act and other
applicable authoritative pronouncements issued by the
Institute of Chartered Accountants of India. Those Standards
and pronouncements require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements
are free from material misstatement.
6. An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the
financial statements. The procedures selected depend on the
7. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit
opinion on the financial statements.
Opinion
8. In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements
give the information required by the Act in the manner so required
and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2016, and its profit and its cash flows
for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditors Report) Order,
2016, issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act (hereinafter
referred to as the Order), and on the basis of such checks of
the books and records of the Company as we considered
appropriate and according to the information and explanations
given to us, we give in the Annexure B a statement on the
matters specified in paragraphs 3 and 4 of the Order.
10. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and

explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from
our examination of those books, except that the backup of
the books of accounts and other books and papers
maintained in electronic mode has not been maintained on
servers physically located in India.
(c) The Balance Sheet, the Statement of Profit and Loss, and
the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply
with the Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
(e) On the basis of the written representations received from
the directors as on March 31, 2016 taken on record by the
Board of Directors, none of the directors is disqualified as
35
on March 31, 2016 from being appointed as a director in

terms of Section 164 (2) of the Act.
(f) With respect to the maintenance of accounts and other
matters connected therewith, reference is made to our
comment in Paragraph 10(b) above that the backup of the
books of accounts and other books and papers maintained
in electronic mode has not been maintained on servers
physically located in India.
(g) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our
separate Report in Annexure A.
(h) With respect to the other matters to be included in the
Auditors Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our knowledge and belief and
according to the information and explanations given to us:
(i) The Company has disclosed the impact, if any, of
pending litigations as at March 31, 2016 on its
financial position in its financial statements Refer
Note 7, Note 24 and Note 25 of the financial
statements;
ii) The Company has made provision as at March 31,
2016, as required under the applicable law or
accounting standards, for material foreseeable losses,
if any, on long-term contracts - Refer Note 7 of the
financial statements. The Company did not have any
derivative contracts as at March 31, 2016;
iii) There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company during the year
ended March 31, 2016.

Company considering the essential components of internal

control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India (ICAI). These
responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to companys
policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable
financial information, as required under the Act.
3. Our responsibility is to express an opinion on the Companys
internal financial controls over financial reporting based on our
audit. We conducted our audit in accordance with the Guidance
Note on Audit of Internal Financial Controls Over Financial
Reporting (the Guidance Note) and the Standards on
Auditing deemed to be prescribed under section 143(10) of the
Act to the extent applicable to an audit of internal financial
controls, both applicable to an audit of internal financial controls
and both issued by the ICAI. Those Standards and the
Guidance Note require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance
about whether adequate internal financial controls over financial
reporting was established and maintained and if such controls
operated effectively in all material respects.
Annexure A to Independent Auditors Report
4. Our audit involves performing procedures to obtain audit

evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the
assessed risk. The procedures selected depend on the auditors
judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud
or error.
Referred to in paragraph 10 (g) of the Independent Auditors

Report of even date to the members of GlaxoSmithKline Consumer
Healthcare Limited on the financial statements for the year ended
March 31, 2016
5. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion on the
Companys internal financial controls system over financial
reporting.
Report on the Internal Financial Controls under Clause (i) of

Sub-section 3 of Section 143 of the Act
Meaning of Internal Financial Controls Over Financial Reporting
Place : Gurgaon

Pramit Agrawal
Partner
1. We have audited the internal financial controls over financial

reporting of GlaxoSmithKline Consumer Healthcare Limited
(the Company) as of March 31, 2016 in conjunction with our
audit of the financial statements of the Company for the year
ended on that date.
Managements Responsibility for Internal Financial Controls
2. The Companys management is responsible for establishing
and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the
36
6. A companys internal financial control over financial reporting is a

process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys internal
financial control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
Auditors Report
that receipts and expenditures of the company are being made

only in accordance with authorisations of management and
directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorised
acquisition, use, or disposition of the companys assets that
could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over
Financial Reporting
7. Because of the inherent limitations of internal financial controls
over financial reporting, including the possibility of collusion
or improper management override of controls, material
misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal
financial controls over financial reporting to future periods are
subject to the risk that the internal financial control over financial
reporting may become inadequate because of changes in
conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, an
adequate internal financial controls system over financial
reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2016,
based on the internal control over financial reporting criteria
established by the Company considering the essential
components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India.

Place : Gurgaon

Pramit Agrawal
Partner
Annexure B to Independent Auditors Report

Referred to in paragraph 9 of the Independent Auditors Report of
even date to the members of GlaxoSmithKline Consumer
Healthcare Limited on the financial statements as of and for the
year ended March 31, 2016
i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of
fixed assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all
the items over a period of three years which, in our
opinion, is reasonable having regard to the size of the
Company and the nature of its assets. Pursuant to the
programme, a portion of the fixed assets has been
physically verified by the Management during the year and
no material discrepancies have been noticed on such
verification.
(c) The title deeds of immovable properties, as disclosed in

Note 9 on fixed assets to the financial statements, are
held in the name of the Company, except for one building
having a gross book value of Rs. 21.74 lacs and net book
value of Rs. Nil and five freehold lands having a gross
book value of Rs. 6.25 lacs and net book value of Rs. 6.25
lacs for which title deeds are not available with the
Company and seven buildings having a gross book value
of Rs. 123.95 Lacs and net block value of Rs. 76.74 Lacs,
for which registration is pending in the name of the
Company.
ii. The inventory has been physically verified by the Management

during the year. In respect of inventory lying with third parties,
to the extent, such inventories have not been physically
verified by the management, such inventories have been
substantially confirmed by the third parties. The discrepancies
noticed on physical verification of inventory as compared to
book records were not material and have been appropriately
dealt with in the books of accounts.
iii. The Company has not granted any loans, secured or
unsecured, to companies, firms, Limited Liability Partnerships
or other parties covered in the register maintained under
Section 189 of the Act. Therefore, the provisions of Clause
3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not
applicable to the Company.
iv. The Company has not granted any loans or made any
investments, or provided any guarantees or security to the
parties covered under Section 185 and 186. Therefore, the
provisions of Clause 3(iv) of the said Order are not applicable
to the Company.
v. The Company has not accepted any deposits from the public
within the meaning of Sections 73, 74, 75 and 76 of the Act
and the Rules framed there under to the extent notified.
vi. The Central Government of India has not specified the
maintenance of cost records under sub-section (1) of Section
148 of the Act for any of the products of the Company.
vii. (a) According to the information and explanations given to us
and the records of the Company examined by us, in our
opinion, the Company is generally regular in depositing
undisputed statutory dues in respect of employees state
insurance, income tax and value added tax, though there
has been a slight delay in a few cases , and is regular in
depositing undisputed statutory dues, including provident
fund, sales tax, service tax, duty of customs, duty of excise,
cess and other material statutory dues, as applicable, with
the appropriate authorities.
(b) According to the information and explanations given to us
and the records of the Company examined by us, there
are no dues of duty of customs which have not been
deposited on account of any dispute. The particulars of
dues of income tax, sales tax, service tax, duty of excise
and value added tax as at March 31, 2016 which have not
been deposited on account of a dispute, are as follows:
37
Name of the Statute

DUTY OF EXCISE
The Central Excise Act 1944
Subtotal(A)
SERVICE TAX
The Finance Act, 1994
The Finance Act, 1994
Nature of Dues
Interest demand on excess refund

Excise duty on clearance from excise
exempt zone
Inadmissibility of credit on capital
goods and other matters
Valuation cases and other matters
Amount
(Rs. Lacs)#
Period to which
the amount
relates
27.14 2001 2003

51,14.79 2009-2016
41.70 Various years
between
1983-2011
23.95 Various year
between
1997-2006
52,07.58
Availment of service tax on outward

transportation
Cenvat credit on rent denied in
respect of land lying outside factory
Boundary
19.19
2005-07
53.57
2009- 2014
Sub Total (B)

Sales Tax, Entry Tax And Value Added Tax
As per the statue applicable in the Entry Tax on bulk powder movement
state of Himachal Pradesh
from factories
As per the statue applicable in the Additions on account of
state of Tamil Nadu
concessional rates of tax
As per the statute applicable in the Various disallowances on account of
state of Uttar Pradesh, Assam,
non-availability of forms, alleged sale
Maharashtra, West Bengal, Bihar,
of freebies and discounts
Jharkhand, Madhya Pradesh,
Orissa and Andhra Pradesh
As per the statue applicable to
VAT, Entry Tax and Miscellaneous
Orissa, West Bengal, Maharashtra, Demands
Uttar Pradesh, Punjab, Haryana,
Gujarat and Kerala
As per the statue applicable to
VAT, Entry Tax and Miscellaneous
Punjab, Andhra Pradesh, Delhi,
Demands
Rajasthan, Uttar Pradesh, Assam,
and West Bengal
Sub Total (C)
Income Tax
Income Tax Act, 1961
Income tax and Interest
1,22,04.52
Sub Total (D)
1,22,04.52
Grand Total= (A+B+C+D)
1,81,00.19
Forum where the dispute is

pending
Supreme Court
Himachal Pradesh High Court
Custom Excise Service Tax
Appellate Tribunal, Delhi
Commissioner/
Additional/Deputy/Assistant
Commissioner of Central Excise,
Various States
Appellate Tribunal, Delhi
Appellate Tribunal, Chandigarh
72.76
259.36
2015-16
27.04 2007 - 2016
Himachal Pradesh High Court

Advance ruling Authority
1,28.53
Various years
between
1998-2009
Sales Tax Appellate Tribunal /

Revenue Board
1,78.91
Various years
between
2001-2013
First Appellate Authorities at

various levels
2000-2006
Adjudication Level
AY 2011-12
Income Tax Appellate Tribunal
21.49
6,15.33
The above details exclude appeals made by the department to higher appellate authorities as there is no stay on the order(s) passed by lower authorities in favour of the Company and the amount is not ascertainable.
#
Includes interest and penalty amounts as specified in the demand order and is net of amount paid under protest.
viii. As the Company does not have any loans or borrowings from
any financial institution or bank or Government, nor has it issued
any debentures as at the balance sheet date, the provisions of
Clause 3(viii) of the Order are not applicable to the Company.
ix. The Company has not raised any moneys by way of initial
public offer, further public offer (including debt instruments)
and term loans. Accordingly, the provisions of Clause 3(ix) of
the Order are not applicable to the Company.
x. During the course of our examination of the books and
records of the Company, carried out in accordance with the
generally accepted auditing practices in India, and according
to the information and explanations given to us, we have
neither come across any instance of material fraud by the
Company or on the Company by its officers or employees,
noticed or reported during the year, nor have we been
informed of any such case by the Management.
xi. The Company has paid/ provided for managerial remuneration
in accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Act.
xii. As the Company is not a Nidhi Company and the Nidhi Rules,
2014 are not applicable to it, the provisions of Clause 3(xii)
of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related
parties in compliance with the provisions of Sections 177
38
and 188 of the Act. The details of such related party

transactions have been disclosed in the financial statements
as required under Accounting Standard (AS) 18, Related
Party Disclosures specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.
xiv. The Company has not made any preferential allotment or
private placement of shares or fully or partly convertible
debentures during the year under review. Accordingly, the
provisions of Clause 3(xiv) of the Order are not applicable to
the Company.
xv. The Company has not entered into any non-cash transactions
with its directors or persons connected with him. Accordingly,
the provisions of Clause 3(xv) of the Order are not applicable
to the Company.
xvi. The Company is not required to be registered under Section
45-IA of the Reserve Bank of India Act, 1934. Accordingly,
the provisions of Clause 3(xvi) of the Order are not applicable
to the Company.

Place : Gurgaon
Pramit Agrawal
Partner
Membership Number - 099903
Balance Sheet
Balance Sheet
As At March 31, 2016
Note
I.
As at
March 31, 2015
(Rs. Lacs)
EQUITY AND LIABILITIES

Shareholders Funds
Share capital
Reserves and surplus
2
3
Non-current Liabilities
Other long-term liabilities
Long-term provisions
42,05.55
24,03,57.70
24,45,63.25
42,05.55
20,70,98.15
21,13,03.70
4
5
8,39.32
2,29,49.63
2,37,88.95
9,92.82
2,10,54.10
2,20,46.92
13,26.61
7,71,91.51
18,43.06
7,41,34.73
5,75,32.85
4,54,76.85
18,15,27.82
44,98,80.02
5,31,12.99
3,95,13.52
16,86,04.30
40,19,54.92
4,82,77.23
3,19.97
51,38.60
1,12,47.29
92,92.64
7,42,75.73
4,87,54.00
4,20.19
42,31.36
1,04,34.02
75,73.81
7,14,13.38
4,61,62.21
3,54,16.17
27,12,26.68
82,48.65
1,45,50.58
37,56,04.29
44,98,80.02
4,66,25.11
3,13,36.08
22,96,52.05
85,24.79
1,44,03.51
33,05,41.54
40,19,54.92
Current Liabilities
Trade payables
Total outstanding dues of micro and small enterprises
Total outstanding dues of creditors other than micro
and small enterprises
Other current liabilities
Short-term provisions
II
As at
March 31, 2016
(Rs. Lacs)
7
8
TOTAL
ASSETS
Non-current Assets
Fixed Assets
Tangible assets
Intangible assets
Capital work-in-progress
Deferred tax assets (net)
Long-term loans and advances
10
11
Current Assets
Inventories
Trade receivables
Cash and bank balances
Short-term loans and advances
Other current assets
12
13
14
15
16
TOTAL
The accompanying notes are an integral part of these Financial Statements.
In terms of our report of even date.

Subodh Bhargava
(DIN: 00035672)
Chairman
Pramit Agrawal
Partner
Manoj Kumar
(DIN: 07177262)
Managing Director
For and on behalf of the Board of Directors

Vivek Anand
(DIN: 06891864)
Mukesh H. Butani
(DIN: 01452839)
Directors
Sonali Khanna
Company Secretary
Place : Gurgaon
39
Statement of Profit and Loss

For The Year Ended March 31, 2016
Note
Year ended
March 31, 2016
(Rs. Lacs)
Year ended
March 31, 2015
(Rs. Lacs)
47,18,28.13
45,31,02.96
4,09,55.38
2,23,44.44
43,08,72.75
43,07,58.52
2,78,74.46
2,21,88.63
45,87,47.21
45,29,47.15
12,21,76.09
13,78,86.51
1,24,47.91
1,63,23.35
INCOME
Revenue from operations (Gross)
17
Less: Excise duty

Revenue from operations (Net)
Other income
18
Total Revenue
EXPENSES
Cost of materials consumed
19
Purchases of stock-in-trade
Changes in inventories of finished goods,
work-in-progress and stock-in-trade
20
(2,69.84)
(42,96.62)
Employee benefits expense
21
5,09,39.70
4,31,28.63
Finance costs
22
79.19
74.09
Depreciation and amortization expense
57,43.87
62,08.66
Other expenses
23
16,20,90.63
16,47,08.23
Total expenses
35,32,07.55
36,40,32.85
10,55,39.66
8,89,14.30
3,76,61.44
3,16,92.52
(8,13.27)
(11,38.15)
3,68,48.17
3,05,54.37
6,86,91.49
5,83,59.93
Basic earnings per equity share (Rs.)
163.34
138.77
Diluted earnings per equity share (Rs.)
163.34
138.77
Profit before tax

Tax expense
Current tax
Deferred tax credit
Net current tax expense
[Refer Note 1.10 & 10]
Profit for the year
Earnings Per Equity Share
35
[Nominal value of Rs. 10 each (Previous Year Rs. 10 each)]

The accompanying notes are an integral part of these Financial Statements.

Subodh Bhargava
(DIN: 00035672)
Chairman
Pramit Agrawal
Partner
Manoj Kumar
(DIN: 07177262)
Managing Director
Place : Gurgaon
40

Vivek Anand
(DIN: 06891864)
Mukesh H. Butani
(DIN: 01452839)
Directors
Sonali Khanna
Company Secretary
Cash Flow Statement
Cash Flow Statement
For The Year Ended March 31, 2016
A.
CASH FLOW FROM OPERATING ACTIVITIES

PROFIT BEFORE TAX
Depreciation and amortization expense
Provision for doubtful debts
Bad Debts
Provision for doubtful other current assets
Provision for stock obsolescence/stock written off
Interest expense
Loss on fixed assets (including Capital Work in Progress) retired
from active use / Impairment losses (net)
Loss/(Profit) on sale of fixed assets (net)
Interest income
Provision written back
Liabilities written back to the extent no longer required
Unrealised foreign exchange (gain) and loss (net)
Operating Profit Before Working Capital Changes
Changes in Working Capital
Increase/(Decrease) in trade payables
Increase/(Decrease) in provisions
Increase/(Decrease) in other current liabilities
Increase/(Decrease) in other long term liabilities
(Increase)/Decrease in trade receivables
(Increase)/Decrease in inventories
(Increase)/Decrease in short-term loans and advances
(Increase)/Decrease in long-term loans and advances
(Increase)/Decrease in other current assets
Cash Generated from Operations
Taxes paid (net of refunds) [excludes tax deducted at source]
B.
Net Cash flow from Operating Activities

CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets/
Additions to Capital Work in Progress
Sale proceeds of Fixed Assets
Interest received (net of tax deducted at source)
Investments in Fixed Deposits
Redemption of Fixed Deposits
Net Cash from/(used) Investing Activities
Year ended
March 31, 2016
(Rs. Lacs)
Year ended
March 31, 2015
(Rs. Lacs)
10,55,39.66
57,43.87
99.68
29.46
37.39
7,55.63
79.19
55.34
8,89,14.30
62,08.66
1.08
26.93
12,20.90
74.09
8,84.86
(1,05.67)
(1,92,14.55)
(9,86.76)
(51,77.54)
(88.95)
(66.61)
(1,74,51.28)
(10,21.01)
(58.13)
8,67,66.75
7,87,33.79
25,40.33
33,83.59
74,88.88
(1,53.50)
(42,09.23)
(2,92.73)
2,76.13
(38,62.58)
4,97.28
88,18.73
1,04,16.78
61,00.88
65.16
(14,02.58)
(71,04.15)
(44,71.07)
23,43.94
(27,54.39)
9,24,34.92
9,07,47.09
(3,52,00.00)
(2,96,00.00)
5,72,34.92
6,11,47.09
(59,82.92)
2,40.40
1,80,24.67
(35,55,74.00)
32,76,04.00
(1,07,42.96)
1,76.93
1,73,29.61
(28,31,80.00)
30,94,85.00
(1,56,87.85)
3,30,68.58
41
C.
Year ended
March 31, 2016
(Rs. Lacs)
Year ended
March 31, 2015
(Rs. Lacs)
CASH FLOW FROM FINANCING ACTIVITIES

Interest Paid
Dividend Paid
Dividend distribution tax paid
(79.19)
(2,31,30.55)
(47,08.83)
(74.09)
(1,89,24.99)
(32,16.30)
Net cash used in Financing Activities
(2,79,18.57)
(2,22,15.38)
Net Increase/(Decrease) in Cash and Cash Equivalents (A+ B+C)
1,36,28.50
7,20,00.29
*Cash and Cash Equivalents at the beginning of the Year

Cash and Bank Balances
9,25,38.05
2,05,37.76
10,61,66.55
9,25,38.05
1,36,28.50
7,20,00.29
*Cash and Cash Equivalents at the end of the year

Net Increase/(Decrease) in Cash and Cash Equivalents
*Refer Note 1.15 & 14
Notes:

1. The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard-3 on
Cash Flow Statement.
2. Previous years figures have been regrouped wherever necessary to conform to the current years classification.


Subodh Bhargava
(DIN: 00035672)
Chairman
Vivek Anand
(DIN: 06891864)
Mukesh H. Butani
(DIN: 01452839)
Directors
Pramit Agrawal
Partner
Manoj Kumar
(DIN: 07177262)
Managing Director
Sonali Khanna
Company Secretary
Place : Gurgaon
42
Notes to the Financial Statements for the year ended March 31, 2016
Notes to the Financial Statements for the year ended

March 31, 2016
Note 1: SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis of Preparation

These financial statements have been prepared in accordance with the generally accepted accounting principles in India under
the historical cost convention on accrual basis. Pursuant to section 133 of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are prescribed by Central
Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards
notified under the Companies Act, 1956 shall continue to apply. Consequently, these financial statements have been prepared
to comply in all material aspects with the accounting standards notified under Section 211(3C) of Companies Act, 1956
[Companies (Accounting Standards) Rules, 2006, as amended] and other relevant provisions of the Companies Act, 2013.
All assets and liabilities have been classified as current or non-current as per the Companys operating cycle and other criteria
set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition
of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as
12 months for the purpose of current or non-current classification of assets and liabilities.
1.2
Tangible Assets
Tangible fixed assets are stated at acquisition cost less accumulated depreciation and accumulated impairment losses, if any.
Cost includes all directly attributable expenses net of CENVAT wherever applicable.
Subsequent expenditures related to an item of fixed asset are added to its book value only if they increase the future benefits
from the existing asset beyond its previously assessed standard of performance.
Items of fixed assets that have been retired from active use and are held for disposal are stated at the lower of their net book
value and net realisable value and are shown separately in the financial statements. Any expected loss is recognised immediately
in the Statement of Profit and Loss.
Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are
recognised in the Statement of Profit and Loss.
The Company follows Straight Line Method of charging depreciation, on all its tangible fixed assets, on a pro-rata basis. The
Company has provided depreciation basis its useful life determined on technical evaluation which matches with the useful life
as prescribed in Schedule II of Companies Act 2013, with certain exceptions as follows: Asset
Useful life
50 Years
Factory admin building, godowns, rest room,
Boundary wall, temporary sheds & structure
12 Years
Plant and Machinery (Triple Shift)
3/10 Years
Furniture and Fixtures
5 Years
Motor Vehicle
5 Years
Leasehold improvements are charged to Statement of Profit and Loss over the primary period of lease or the useful life of assets
whichever is lower.
1.3.
Intangible Assets
Intangible Assets are accounted at their cost of acquisition and amortized on a straight line basis over their estimated economic
life not exceeding ten years. A rebuttable presumption that the useful life of an intangible asset will not exceed ten years from
the date when the asset is available for use is considered by the management. The amortisation period and the amortisation
method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from
previous estimates, the amortisation period is changed accordingly. Gains or losses arising from the retirement or disposal of
an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset
and recognised as income or expense in the Statement of Profit and Loss. The amortisation rates used are; Software @ 20%
p.a. and Patent & Trade marks @10% p.a.
1.4.
Impairment of Assets
An assessment is done at each Balance Sheet date to ascertain whether there is any indication that an asset (tangible and
intangible) may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates
cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is
43
considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the asset/cash
generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable
amount. Recoverable amount is higher of an assets or cash generating units net selling price and its value in use. Value in use
is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal
at the end of its useful life. Assessment is also done at each Balance Sheet date to ascertain whether there is any indication
that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. An
impairment loss is reversed to the extent that the assets carrying amount does not exceed the carrying amount that would have
been determined if no impairment loss had previously been recognised.
1.5.
Foreign Currency Translation
Transactions in Foreign Exchange are accounted for at the exchange rates prevailing on the date of the transaction. The
exchange differences arising out of the settlements, including those on liabilities relating to fixed assets are dealt with in
Statement of Profit and Loss. Monetary assets and liabilities are restated at the year-end rates and the resultant gains or losses
are recognised in Statement of Profit and Loss.
1.6
Inventories
Inventories are valued at lower of cost and net realisable value, except for ghee, a by-product, which is valued at net realisable
value. Cost is determined on the basis of the weighted average method. The cost of finished goods and work in progress
comprises cost of materials, direct labour, other direct costs and related production overheads. Net realisable value is the estimated
selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the
sale. Provision for inventory obsolescence is made based on the best estimates of management.
1.7
Research and Development
The revenue expenditure is charged to Statement of Profit and Loss for the year in which it is incurred. Capital expenditure is
accounted in the same way as fixed assets.
1.8
Employee Benefits
Superannuation Fund: The Company has a Defined Contribution Plan for post employment benefit which is recognised by the
income tax authorities. This fund is administered through trustees and the Companys contribution thereto is charged to
Statement of Profit and Loss on accrual basis.
State Plans: The Companys contributions to State plans namely Employees State Insurance Fund and Employees Pension
Scheme 1995, which are Defined Contribution Plans, are charged to Statement of Profit and Loss on accrual basis.
Gratuity: The Company provides for gratuity, a Defined Benefit Plan (the Gratuity Plan) covering eligible employees in
accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at
retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the
tenure of employment. The Companys liability is actuarially determined (using the Projected Unit Credit method) at the Balance
Sheet date. The Gratuity Fund is recognised by the income tax authorities and is administered through trustees.
Provident Fund: Provident Fund contributions are made to a Trust administered by the Company. The Companys liability is
actuarially determined (using the Projected Unit Credit method) at the Balance Sheet date and any shortfall in the fund size
maintained by the Trust set up by the Company is additionally provided for. The Provident Fund is recognised by the income tax
authorities and is administered through trustees.
Compensated Absences: The Company provides for compensated absences for management, executive and staff (short-term
defined benefit) during the year on an arithmetical basis. Accumulated compensated absences, which are expected to be
availed or encashed within 12 months from the Balance Sheet date are treated as short term employee benefits.
Accumulated leave encashment/compensated absences for workers, which are expected to be availed or encashed within 12
months from the Balance Sheet date are treated as short term employee benefits and those which are expected to be availed
or encashed beyond 12 months from the Balance Sheet date are treated as other long term employee benefits for measurement
of employee benefit obligation. The Companys liability is actuarially determined (using the Projected Unit Credit method) at the
Balance Sheet date.
Post-employment medical assistance: The post-employment medical assistance scheme is an insured benefit plan wherein the
Company annually pays insurance premium to NIC (National Insurance Company). The liability for future premiums in respect
of the underlying benefits is determined on the basis of an actuarial valuation at the year end. This scheme is extended to certain
employees of the Company for which the liability is determined on the basis of an actuarial valuation at the Balance Sheet date.
Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are
recognised immediately in Statement of Profit and Loss as income or expense.
Termination Benefits are recognised as an expense immediately.
44
1.9
Revenue Recognition
Sales comprise value of sale of goods (net of returns/estimated returns) excluding sales tax and trade discounts but including
excise duty. Sales are recognised when the significant risks and rewards of ownership in the goods are transferred to the buyer.
The Company recovers Business Auxiliary Service Commission from certain Group Companies for the services rendered
towards selling and distribution of the latters products in accordance with the recommendations of an independent study which
was accepted under an agreement by the parties. Further, the Company also recovers the employee benefit cost in respect of
employees seconded by it to Group companies.
Interest on Term deposit is recognised on a time proportion basis taking into account the amounts invested and the fixed rate
of interest. Insurance and other Claims are recognised on an accrual basis. Exports incentives under various schemes have
been recognised in accordance with the terms of the scheme on accrual basis.
1.10 Taxation

Tax expense/(saving) is the aggregate of current tax and deferred tax charge/(credit) to Statement of Profit and Loss for the year.
(i) Current Tax
Provision for taxation is based on assessable profits of the Company as determined under the Income Tax Act, 1961. The
Company also provides for such disallowances made on completion of assessments pending appeals, as considered
appropriate depending on the merits of each case.
(ii) Deferred Tax
Deferred tax assets & liabilities resulting from timing differences between book profits and tax profits are accounted and
measured at tax rate enacted or substantially enacted by the Balance Sheet date to the extent that there is reasonable/virtual
certainty that sufficient future taxable income will be available against which such deferred tax asset can be realised. At each
Balance Sheet date, the Company re-assesses unrecognised deferred tax assets/liabilities, if any.
1.11 Borrowing Costs

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the
cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Other interest costs are
charged against the Statement of Profit and Loss for the year in which it is incurred.
1.12 Leases

As a Lessee:
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating
leases. Lease rentals in respect of operating leases are charged to Statement of Profit and Loss on a straight line basis over
the term of the lease.
As a Lessor:
The Company has leased certain tangible assets and such leases where the company has substantially retained all the risks
and rewards of the ownership are classified as operating leases. Lease income on such operating leases are recognised in the
Statement of Profit and Loss on a straight line basis over the lease term which is representative of the time pattern in which
benefit from the use of lease assets is derived.
1.13 Provisions and Contingent Liabilities

Provisions: Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow
of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount
of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the
Balance Sheet date and are not discounted to its present value.
Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the
existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly
within the control of the company or a present obligation that arises from past events where it is either not probable that an
outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
1.14 Segment Reporting

Nutritional business is India focused and in a single business and geographical segment. Accordingly, Segment information is
not required to be disclosed pursuant to Accounting Standard 17 Segment Reporting.
1.15 Cash and Cash Equivalents

In the cash ow statement, cash and cash equivalents include cash in hand, demand deposits with banks, other short-term
highly liquid investments with original maturities of three months or less.
45
1.16 Earnings Per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the
weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Companys
earnings per share is the net profit for the period after deducting preference dividends and any attributable tax thereto for the
period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for
events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares
outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit
or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period
is adjusted for the effects of all dilutive potential equity shares.
Note 2: SHARE CAPITAL

As at
March 31, 2016
(Rs. Lacs)
As at
March 31, 2015
(Rs. Lacs)
60,00.00
60,00.00
42,05.55
42,05.55
42,05.55
42,05.55
Authorised:
6,00,00,000 (Previous Year : 6,00,00,000) Equity Shares of Rs. 10 each
Issued, Subscribed and Paid-up:
4,20,55,538 (Previous Year 4,20,55,538 ) Equity Shares of Rs. 10 each fully
paid up
(A) Reconciliation of Equity Shares outstanding

Particulars
As at March 31, 2016
No. of Shares
(Rs. Lacs)
No. of Shares
(Rs. Lacs)
4,20,55,538
42,05.55
4,20,55,538
42,05.55
Add: Shares issued
Less: Shares bought back
4,20,55,538
42,05.55
4,20,55,538
42,05.55
Balance at the beginning
Balance at the end
(B) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share
held. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General
Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution
of all preferential amounts, in proportion to shareholding.
(C) Shares held by the Subsidiaries of the Ultimate Holding Company
As at
March 31, 2016
(Rs. Lacs)
As at
March 31, 2015
(Rs. Lacs)
1,81,52,243 (Previous Year: 1,81,52,243) Equity Shares are held by Horlicks

Limited*
18,15.22
18,15.22
1,23,19,749 (Previous Year: 1,23,19,749) Equity Shares are held by

GlaxoSmithKline Pte Ltd.*
12,31.97
12,31.97
30,47.19
30,47.19
Equity Shares:
*Subsidiaries of the Ultimate Holding Company, GlaxoSmithKline Plc UK
46
(D) Details of shareholders having more than 5% of the aggregate shares in the Company
Name of Shareholder

No. of Shares held
% of Holding
No. of Shares held
% of Holding
Horlicks Limited
1,81,52,243
43.16%
1,81,52,243
43.16%
GlaxoSmithKline Pte. Ltd.
1,23,19,749
29.29%
1,23,19,749
29.29%
NOTE 3: RESERVES & SURPLUS

General Reserve
Opening balance
Add: Transferred from Statement of Profit and Loss
Closing balance
Capital Redemption Reserve*
9,73,79.23
9,15,43.24
68,69.15
58,35.99
10,42,48.38
9,73,79.23
3,32.51
3,32.51
10,93,86.41
8,52,03.63
(5,01.78)
6,86,91.49
5,83,59.93
(2,94,38.88)
(2,31,30.55)
(59,93.06)
(47,08.83)
Surplus in Statement of Profit and Loss

Opening balance
Less : Depreciation (net of deferred tax)**
Profit for the year
Less: Appropriations

Proposed Dividend on Equity Shares for the year
Dividend distribution tax on Proposed Dividend
Transfer to General Reserve
(68,69.15)
(58,35.99)
Closing balance
13,57,76.81
10,93,86.41
Total
24,03,57.70
20,70,98.15
* 33,25,083 Equity Shares of Rs. 10 each fully paid were bought back by capitalisation of reserve of Rs. 3,32.51 Lacs in the year 2005. There is no movement during the
year ended March 31, 2016 (Previous Year NIL)
**Refer Note 9
NOTE 4: OTHER LONG-TERM LIABILITIES*
Employee benefits payable

Total
As at
March 31, 2016
(Rs. Lacs)
8,39.32
8,39.32
As at
March 31, 2015
(Rs. Lacs)
9,92.82
9,92.82
52,23.48
49,08.01
1,44,25.79
33,00.36
2,29,49.63
1,05,38.07
56,08.02
2,10,54.10
*Refer Note 1.8 & 21(e)
NOTE 5 : LONG TERM PROVISIONS*

Provision for employee benefits
Other provisions:
Provision for Indirect tax matters
Miscellaneous provisions
Total
*Refer Note 1.8, 1.13, 21(c) & 25
47
NOTE 6: TRADE PAYABLES
Total outstanding dues of micro and small enterprises

Total outstanding dues of creditors other than micro and small enterprises
Total
As at
March 31, 2016
(Rs. Lacs)
13,26.61
7,71,91.51
7,85,18.12
As at
March 31, 2015
(Rs. Lacs)
18,43.06
7,41,34.73
7,59,77.79
The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED
Act). The disclosures pursuant to the said MSMED Act are as follows:
(Rs. Lacs)
Principal amount due to suppliers registered under the

MSMED Act and remaining unpaid as at year end
Interest due to suppliers registered under the
MSMED Act and remaining unpaid as at year end
Principal amounts paid to suppliers registered under the
MSMED Act, beyond the appointed day during the year
Interest paid, other than under Section 16 of MSMED Act, to suppliers
registered under the MSMED Act, beyond the appointed day during the Year
Interest paid, under Section 16 of MSMED Act, to suppliers registered under the
MSMED Act, beyond the appointed day during the year
Interest due and payable towards suppliers registered under MSMED Act,
for payments already made
Further interest remaining due and payable for earlier years
13,20.17
18,43.06
6.44
5,24.07
5.29
-
3,30.13
3,54.00
59,55.46
13,00.76
1,02,30.65
2,64,78.51
91,35.60
18,09.84
88.13
22,03.77
5,75,32.85
54,08.28
7,47.95
93,78.42
2,40,86.89
85,68.59
21,88.86
78.86
23,01.14
5,31,12.99
NOTE 7: OTHER CURRENT LIABILITIES*

Unclaimed dividend
Other payables:
Employee benefits payable
Advances from customers
Payables to related parties towards consignment sales/other reimbursements
Statutory obligations and disputes
Trade security deposits
Capital creditors
Unclaimed cheques/DD's
Other contractual liabilities**
Total
*Refer Note 1.8, 21(e) & 34
**Represents provision for foreseeable losses in respect of commercial obligations.
Statutory obligations and disputes include accruals towards disputed indirect taxes aggregating Rs. 1,84,19.11 Lacs (Previous year
Rs. 1,77,84.24 Lacs), which has been created basis legal advice obtained by the Company and merits of the case.
NOTE 8: SHORT-TERM PROVISIONS*
Provision for employee benefits#
Other provisions:
Proposed dividend**
Dividend distribution tax on proposed dividend
Miscellaneous provisions
Total
47,57.56
49,04.88
2,94,38.88
59,93.06
52,87.35
4,54,76.85
2,31,30.55
47,08.83
67,69.26
3,95,13.52
*Refer Note 1.8, 1.13, 21 & 25

#
includes short term compensated absences for management, executive and staff of Rs. 6,18.02 Lacs (Previous year Rs. 5,77.06 Lacs)
**The Final Dividend proposed for the year @ Rs. 70 (Previous Year Rs. 55) per equity share aggregates to Rs. 2,94,38.88 Lacs (Previous year Rs. 2,31,30.55 Lacs)
48
NOTE 9: FIXED ASSETS*
(Rs. Lacs)
Gross Block
Tangible Assets
Land (Freehold)
Buildings***
Plant & Equipment**o##
Equipmento
Furniture & Fixtures
Office Equipmento
Vehicles
Leasehold Improvements
Tangible Assets (A)
Intangible Assets
Patents & Trade Marks****
Software
Intangible Assets (B)
Total (A) + (B)
Capital Work in Progress*****
As At
April
1, 2015
Additions
DEPRECIATION/AMORTIZATION
Deletions/
Adjustments
As At
March
31, 2016
Upto
April
1, 2015
During
the Year
Deletions/
Adjustments
during Year
NET BLOCK
Upto
March
31, 2016
As at
March
31, 2016
14,83.35
280,71.25
608,04.58
26,55.95
2,07.62
43,36.79
2,79.70
0.52
8,99.03
49.84
14,83.35
282,78.35
642,42.34
28,85.81
51,55.13
392,92.15
15,06.64
5,17.00
36,75.21
6,40.97
0.36
8,21.43
47.78
56,71.77
421,45.93
20,99.83
14,83.35
226,06.58
220,96.41
7,85.98
16,02.37
15,95.74
10,48.26
9,82.68
982,44.18
35.85
1,13.51
3,83.48
53,56.95
32.60
26.50
3,30.48
13,38.97
16,05.62
16,82.75
11,01.26
9,82.68
1022,62.16
9,82.84
10,47.80
5,22.94
9,82.68
4,94,90.18
3,31.72
2,76.12
2,02.63
56,43.65
32.31
26.57
2,20.45
11,48.90
12,82.25
12,97.35
5,05.12
9,82.68
5,39,84.93
3,23.37
3,85.40
5,96.14
482,77.23
66,41.72
10,42.09
76,83.81
1059,27.99
53,56.95
13,38.97
66,41.72
10,42.09
76,83.81
1099,45.97
66,41.72
6,21.90
72,63.62
567,53.80
1,00.22
1,00.22
57,43.87
11,48.90
66,41.72
7,22.12
73,63.84
613,48.77
3,19.97
3,19.97
485,97.20
51,38.60
537,35.80
(Rs. Lacs)
Gross Block
Tangible Assets
Land (Freehold)***
Buildings***
Plant & Equipment**o##
Equipmento
Furniture & Fixtures
Office Equipmento
Vehicles
Leasehold Improvements
Tangible Assets (A)
Intangible Assets
Patents & Trade Marks****
Software
Intangible Assets (B)
Total (A) + (B)
Capital Work in Progress*****
As At
April
1, 2014
Additions
DEPRECIATION/AMORTIZATION
Deletions/
Adjustments
As At
March
31, 2015
Upto
April
1, 2014
During
the Period#
Deletions/
Adjustments
during Year
NET BLOCK
Upto
March
31, 2015
As at
March
31, 2015
14,83.35
122,27.57
570,17.08
25,10.98
158,47.39
46,42.56
5,12.97
3.71
8,55.06
3,68.00
14,83.35
280,71.25
608,04.58
26,55.95
37,70.62
355,88.21
14,65.07
13,86.98
44,77.59
4,02.49
2.47
7,73.65
3,60.92
51,55.13
392,92.15
15,06.64
14,83.35
229,16.12
215,12.43
11,49.31
12,73.91
14,00.98
11,02.13
9,82.68
779,98.68
5,44.08
6,00.80
1,66.58
223,14.38
2,15.62
4,06.04
2,20.45
20,68.88
16,02.37
15,95.74
10,48.26
9,82.68
982,44.18
9,50.64
11,67.50
4,81.50
9,33.18
443,56.72
2,39.87
80.05
1,90.46
49.50
68,26.94
2,07.67
1,99.75
1,49.02
16,93.48
9,82.84
10,47.80
5,22.94
9,82.68
494,90.18
6,19.53
5,47.94
5,25.32
487,54.00
66,41.72
8,21.86
74,63.58
854,62.26
2,20.23
2,20.23
225,34.61
20,68.88
66,41.72
10,42.09
76,83.81
1059,27.99
66,41.72
4,72.84
71,14.56
514,71.28
1,49.06
1,49.06
69,76.00
16,93.48
66,41.72
6,21.90
72,63.62
567,53.80
4,20.19
4,20.19
491,74.19
42,31.36
534,05.55
* Refer Note 1.2 to 1.5 & 1.11
** Includes Rs. 64.50 Lacs (Previous Year Rs. 64.50 Lacs) paid to State Electricity Board for electrical installations not represented by physical assets owned by the
Company and depreciated over a year of 5 years.
*** Includes immovable properties which amounts to gross block of Rs. 27.99 Lacs (Net block of Rs. 6.25 Lacs) whose title deeds are not available and immovable
properties amounting to Rs. 123.95 Lacs (Net block of Rs. 76.74 Lacs) for which registration is pending.
o Includes assets retired from active use, being carried at their estimated realisable value aggregating to Rs. 1.54 Lacs (Previous Year Rs. 19.92 Lacs).
**** Patents and Trade Marks valuing Rs. 66,41.72 Lacs (Previous year Rs. 66,41.72 Lacs) for which registration is awaited.
***** Net of Provision for Capital Work in Progress aggregating Rs. 279.38 Lacs (Previous year Rs. 809.44 Lacs).
##
Impairment charge of Rs. 55.34 Lacs (Previous year Rs. 265.08 Lacs) on Plant and Equipment has been included in other general expenses on Note 23 in the
Statement of Profit and Loss.
#
During the previous year pursuant to the requirement of Schedule II of the Companies Act, 2013, the useful life of fixed assets was reassessed and revised. Pursuant
to such reassessment the depreciation charge for the year ended March 31, 2015 was higher by Rs. 6,72.52 Lacs and for assets whose revised useful life had expired
prior to March 31, 2014, the net book value of Rs. 5,01.78 Lacs (net of deferred tax Rs. 2,65.56 Lacs) was adjusted against retained earnings.
NOTE 10: DEFERRED TAX ASSETS (NET)*

Particulars
Depreciation/Amortization**
Section 43B Disallowances
Provision for Doubtful Debts
Other Disallowances
Deferred Tax Liability/ (Asset)
(Rs. Lacs)
Balance as at
April 1,
2015
18,09.26
(1,00,00.59)
(1,92.65)
(20,50.04)
(1,04,34.02)
April 1,
2014
16,54.12
(73,93.59)
(1,88.84)
(31,02.00)
(90,30.31)
Charge/(Credit)
Balance as at
Year ended
Year ended
March 31,
March 31,
March 31,
March 31,
2016
2015
2016
2015
3,82.96
1,55.14
21,92.22
18,09.26
(25,54.82)
(26,07.00) (1,25,55.41)
(1,00,00.59)
(34.50)
(3.81)
(2,27.15)
(1,92.65)
13,93.09
10,51.96
(6,56.95)
(20,50.04)
(8,13.27)
(14,03.71) (1,12,47.29) (1,04,34.02)
*Refer Note 1.10 (ii)

** Charge for the previous year includes Rs. 2,65.56 Lacs adjusted against retained earnings on account of change in useful life of fixed assets (Refer note 3& 9)
49
NOTE 11: LONG-TERM LOANS AND ADVANCES
A. Secured, considered good

Vehicle loans to employees
B. Unsecured, considered good (unless otherwise stated)
Capital advances
Security deposits
Other loan and advances:
Advances to suppliers
Loans and advances to employees
Prepaid expenses
Advance income tax
(Net of Provisions Rs. 22,03,82.77 Lacs (Previous Year Rs. 18,27,34.33 Lacs))
Total
As at
March 31, 2016
(Rs. Lacs)
As at
March 31, 2015
(Rs. Lacs)
3,10.04
3,43.82
3,22.43
24,26.78
5,12.88
21,40.30
31.64
20,60.48
3.49
41,37.78
30.24
17,34.32
6.09
28,06.16
92,92.64
75,73.81
1,22,01.19
1,32,06.35
13,75.26
49,46.94
5,30.90
2,57,38.65
13,32.99
12,15.65
42,32.58
6,01.01
2,60,85.61
12,20.18
36.28
4,61,62.21
63.73
4,66,25.11
NOTE 12: INVENTORIES*

Raw materials
[Includes goods in transit Rs. 3,31.20 Lacs (Previous Year Rs. 4,08.66 Lacs)]
Packing materials
Work-in-progress**
Stock-in-trade ( in respect of goods acquired for trading )***
Finished goods (including bulk powder)
Stores and spares
[Includes goods-in-transit Rs. 89.11 Lacs (Previous Year Rs. 80.11 Lacs)]
By-products (at net realisable value)
Total
*
**
Refer Note 1.6 & 30

Work-in-progress represents semi finished stocks of Malt based foods Rs. 44,86.77 Lacs (Previous year Rs. 42,32.58 Lacs) and Cereal based beverages Rs. 4,60.16
lacs (Previous year Nil)
*** Stock-in-trade comprises of Packaged Foods
Details of Finished Goods & By-product Inventory

1. Malt based foods
2. Cereal based beverage
3. Protein rich foods
4. Nutritional food powder
5. Packaged foods
Total (1+2+3+4+5)
6. Ghee
Total
2,27,11.60
18,85.14
8,49.86
14.58
2,77.47
2,57,38.65
36.28
2,57,74.93
2,32,95.34
14,26.76
10,16.76
45.97
3,00.78
2,60,85.61
63.73
2,61,49.31
16.85
7,24.11
6,07.01
(6,07.01)
7,40.96
58.99
4,59.62
(4,59.62)
58.99
1,23,53.19
2,23,22.02
49.33
(49.33)
3,46,75.21
3,54,16.17
76,66.20
2,36,10.89
97.03
(97.03)
3,12,77.09
3,13,36.08
NOTE 13: TRADE RECEIVABLES

Outstanding for a period exceeding 6 months from the date they are due for payment
Secured, considered good
Unsecured, considered good
Unsecured, considered doubtful
Less : Provision for Doubtful debts
Others
Secured, considered good
Unsecured, considered good
Unsecured, considered doubtful
Less : Provision for Doubtful debts
Total
50
NOTE 14: CASH AND BANK BALANCES*
Cash and Cash equivalents

Remittances in Transit
Banks balances:
In current accounts
In fixed deposit accounts (Less than 3 months maturity)
Other bank balances
In fixed deposit accounts (Maturity more than 3 months but less than 12 months)
Unpaid dividend accounts
Total
As at
March 31, 2016
(Rs. Lacs)
As at
March 31, 2015
(Rs. Lacs)
98.07
13,06.55
10,48,60.00
10,61,66.55
31,39.98
8,93,00.00
9,25,38.05
16,47,30.00
3,30.13
16,50,60.13
27,12,26.68
13,67,60.00
3,54.00
13,71,14.00
22,96,52.05
1,49.71
1,52.58
51.08
3,65.02
11,21.14
15,32.27
21.27
35,71.17
19,77.61
13,56.67
82,48.65
18.65
35,18.15
17,40.51
11,97.61
85,24.79
52,94.68
75,35.92
46,12.94
72,24.66
80.87
1,24.61
(1,24.61)
16,39.11
1,45,50.58
47.36
1,67.40
(1,67.40)
25,18.55
1,44,03.51
Year ended
March 31, 2016
(Rs. Lacs)
Year ended
March 31, 2015
(Rs. Lacs)
43,34,08.71
1,82,07.21
41,31,14.02
2,28,74.05
1,83,37.58
18,74.63
47,18,28.13
4,09,55.38
43,08,72.75
1,54,86.65
16,28.24
45,31,02.96
2,23,44.44
43,07,58.52
*Refer Note 1.15
NOTE 15: SHORT TERM LOANS AND ADVANCES

A. Secured, considered good
Vehicle loans to employees
B. Unsecured, considered good (unless otherwise stated)
Security deposit
Other loan and advances:
Advances to Suppliers
Balance with government authorities

With Excise authorities (PLA)

Others
Loans and advances to employees
Prepaid expenses
Total
NOTE 16: OTHER CURRENT ASSETS*
(Unsecured, considered good - unless otherwise stated)
Interest accrued on fixed deposit accounts/loans
Consignment Debtors
Claims Recoverable
Considered good
Considered doubtful
Less: Provision for Doubtful receivables
Receivables from related parties towards services rendered/expense reimbursement
Total
*Refer Note 34
NOTE 17: REVENUE FROM OPERATIONS*
Sale of Products
Finished Goods
Traded Goods
Other Operating Revenue
Business auxiliary service commission
Miscellaneous income**
Less: Excise Duty
Total
*Refer Note 1.9

**Includes mark-up of Rs. 41.00 Lacs (Previous period Rs. 27.46 Lacs) on sales of raw material (gross sales Rs. 1,74.54 Lacs (Previous period Rs. 1,46.66 Lacs)) and certain
amounts cross charged to related parties on a net basis (gross amount Rs. 58,78.17 Lacs (Previous period Rs. 46,08.52 Lacs)).
51
Details of Sale of Products

Finished Goods
(i) Malt Based Food/Cereal Based Beverage/Protein Rich Food
(ii) Ghee (By Product)
Total (i) + (ii)
Traded Goods
(iii) Packaged Foods
Grand Total (i) + (ii) + (iii)
Year ended
March 31, 2016
(Rs. Lacs)
Year ended
March 31, 2015
(Rs. Lacs)
43,30,74.60
3,34.11
43,34,08.71
41,25,80.51
5,33.51
41,31,14.02
1,82,07.21
45,16,15.92
2,28,74.05
43,59,88.07
2,21,06.23
60,52.71
2,27,46.08
47,55.18
1,05.67
9,53.16
16.28
1,92,14.55
4,69.85
51,77.54
19,37.41
2,78,74.46
66.61
7,20.69
19.70
1,74,51.28
39,30.35
2,21,88.63
Earnings in Foreign Exchange:

Export of finished goods on F.O.B. basis
Miscellaneous Income
NOTE 18: OTHER INCOME*
Profit on sale of fixed assets (net)
Exchange fluctuations (net)
Rent received
Interest income (gross)
Provision for Capital Work in progress written back
Liabilities written back to the extent no longer required**
Other miscellaneous income
Total
*Refer Note 1.2, 1.5, 1.9 & 1.12

**Represents provision amounting to Rs. 51,77.54 Lacs relating to earlier years no longer required and written back on account of receipt of a favourable order dated October
5, 2015 from tax authorities
NOTE 19: COST OF MATERIAL CONSUMED*

Raw material consumed
Packing material consumed
Total
9,44,55.53
2,77,20.56
12,21,76.09
10,56,83.09
3,22,03.42
13,78,86.51
2,40,70.02
1,02,22.16
2,17,87.72
67,03.22
3,37,62.55
9,65,45.67
3,15,43.47
1,31,54.16
2,23,18.03
73,98.89
3,49,31.52
10,93,46.07
*Refer Note 17
Raw Material consumed* (Includes goods processed by third parties)

Milk Powder
Liquid Milk
Malt and Malt Extract
Wheat Flour
Others
Total
Imported & Indigenous Raw Material*
Raw Material
Imported
Indigenous
Percentage
Value
(Rs. Lacs)
2.7%
97.3%
25,73.24
9,39,72.43
9,65,45.67
Percentage
2.7%
97.3%
Value
(Rs. Lacs)
29,94.12
10,63,51.95
10,93,46.07
*Raw Material consumed and Imported & Indigenous Raw Material as shown above includes Rs. 20,78.52 Lacs (Previous year Rs. 36,57.23 Lacs) being the cost of
materials consumed on samples used for promotional purpose included under Advertisement and Promotion expenses and cost of stock breakages recoverable from the
insurance company Rs. 11.62 Lacs (Previous year Rs. 5.75 Lacs) included under other general expenses.
52
NOTE 20: CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE
Opening stock
Work-in-progress
Stock-in-trade (in respect of goods acquired for trading)
By-products
Less: Closing stock
Work-in-progress
Stock-in-trade (in respect of goods acquired for trading)
By-Products
Net (Increase)/Decrease
Year ended
March 31, 2016
(Rs. Lacs)
Year ended
March 31, 2015
(Rs. Lacs)
2,60,85.61
42,32.58
6,01.01
63.73
3,09,82.93
2,13,10.85
41,90.99
11,06.86
77.61
2,66,86.31
2,57,38.65
49,46.94
5,30.90
36.28
3,12,52.77
(2,69.84)
2,60,85.61
42,32.58
6,01.01
63.73
3,09,82.93
(42,96.62)
3,97,00.34
70,07.17
42,32.19
5,09,39.70
3,21,88.27
68,04.23
41,36.13
4,31,28.63
NOTE 21: EMPLOYEE BENEFIT EXPENSE*

Salaries and wages
Contribution to provident and other funds
Staff welfare expenses
Total
*Refer Note 1.8
(a) The Company has classified the various benefits provided to employees as under:
I. Defined Contribution Plan

a. Indian Senior Executive Superannuation Fund

During the year, the Company has recognised the following amounts in the Statement of Profit and Loss
Employers Contribution to Indian Senior Executives Superannuation Fund*
3,26.42
4,83.70
II. State Plans

a. Employers Contribution to Employees State Insurance

b. Employers Contribution to Employees Pension Scheme 1995

During the year, the Company has recognised the following amounts in the Statement of Profit and Loss
Employers Contribution to Employees State Insurance*
Employers Contribution to Employees Pension Scheme 1995*
21.32
13.53
6,07.95
4,35.32
* Included in Contribution to provident and other funds.
III. Defined Benefit Plans

In accordance with Accounting Standard 15 Employee Benefits, an actuarial valuation was done as at March 31, 2016 in respect
of following Plans

a. Contribution to Provident Fund

b. Contribution to Gratuity Funds Employees Gratuity Fund, Senior Staff Gratuity Fund

c. Leave Encashment / Compensated Absences for workers (Earned leave, Sick Leave and Special leave)

d. Post- Employment Medical Assistance Scheme
53
Based on the following assumptions:

Leave Encashment/
Employees Gratuity Fund Senior Staff Gratuity
Provident Fund
Post Retirement
Compensated Absences
Fund
Medical Benefits
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
March 31,
March 31,
March 31,
March 31,
March 31,
March 31,
March 31,
March 31,
March 31,
March 31,
2016
2015
2016
2015
2016
2015
2016
2015
2016
2015
Discount Rate (Per Annum)
7.80%
7.60%
7.80%
7.60%
7.80%
7.60%
7.80%
7.60%
7.80%
7.60%
Rate of Return on Plan Assets
N.A.
N.A.
7.80%
8.67%
7.80%
8.87%
N.A.
N.A.
N.A.
N.A.
Expected Average remaining
11.00/
10.99/
15.29
14.08
21.13
20.38
N.A.
N.A.
N.A.
N.A.
working lives of employees
11.73
11.74
(Years)
Annual Increase in Healthcare
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
8.50%
8.50%
cost (per annum)
The estimates of future salary increases, considered in the actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
(i)
In calculating the compensated absences for sick leave liability and special leave liability, 50% of the leave has been assumed to
be availed of during the service before separation.
(ii) The liability for Gratuity fund for the year ended March 31, 2017 has not been worked out as the same is based on the increase
in the basic salary and allowances in April 2017.
(iii) The expected rate of return on Gratuity Fund assets has been worked out based on the full years interest on the investment as at
March 31, 2016 after reducing the amount of amortization of premium for one year.
(iv) Plan members are assumed to withdraw in accordance with the following table:
Age
Withdrawal Rate (%)
Employees Workers
Up to 30 years
15
3

31 to 44 years
10
2

Above 44 years
5
1
(v) For estimating Provident Fund liability, average estimated period of shortfall has been considered as 5 years.
(A) Changes in the Present Value of Obligation
Present Value of
Obligation as at April
Interest Cost
Past Service Cost
Current Service Cost
Curtailment Cost/
(Credit)
Settlement Cost/(Credit)
Leave Encashment/
Compensated
Absences
Employees Gratuity
Fund
Senior Staff Gratuity

Fund
Year
Ended
March 31,
2016
Year
Ended
March 31,
2015
Year
Year
Year
Ended
Ended
Ended
March 31, March 31, March 31,
2016
2015
2016
12,71.24
7,84.24
79,66.60
50,00.98
96.82
59.60
6,06.75
2,25.00
-
Post Retirement
Medical Benefits
Year
Ended
March 31,
2015
Year
Ended
March 31,
2016
Year
Ended
March 31,
2015
71,25.16
54,08.42
50,93.27
42,32.54
3,80.07
5,42.67
4,11.04
3,88.19
3,68.23
1,68.09
10,29.33
7,73.29
13,00.61
10,02.34
1,32.16
1,43.04
Benefits Paid
(21.45)
(23.42)
(3,33.48)
(2,39.18)
(6,14.06)
(4,14.48)
Actuarial (gain)/loss on
obligations
2,73.59
2,82.73
17,03.73
20,51.44
(4,37.30)
7,17.84
(2,37.43)
3,49.46
18,45.20
12,71.24
1,09,72.93
79,66.60
79,17.08
71,25.16
53,76.19
50,93.27
Present Value of
Obligation as at
Balance Sheet date
54
(Rs. Lacs)
(B) Changes in the Fair Value of Plan Assets
(Rs. Lacs)
Leave Encashment/
Compensated
Absences
Employees Gratuity
Fund

Fund
Year
Ended
March 31,
2016
Year
Ended
March 31,
2015
Year
Year
Year
Ended
Ended
Ended
2016
2015
2016
Fair Value of Plan Assets

as at April
59,95.72
51,01.93
Expected Return on Plan

Assets
N.A.
N.A.
5,20.94
Actuarial Gains and

(Losses)
N.A.
N.A.
1,72.11
Contributions
24,92.88
5,56.05
Benefits Paid
(3,33.48)
(2,39.18)

as at March
88,48.17
59,95.72
Unpaid Amount
(0.22)
Fair Value of Plan

Assets as at Balance
Sheet date (net of
unpaid amount)
88,47.94
Post Retirement
Medical Benefits
Year
Ended
March 31,
2015
Year
Ended
March 31,
2016
Year
Ended
March 31,
2015
62,24.72
51,48.46
4,42.34
5,53.32
4,56.67
1,34.58
1,15.79
44.11
16,20.44
9,89.96
(6,14.06)
(4,14.48)
79,00.21
62,24.72
(0.22)
59,95.50
79,00.21
62,24.72
(C) Reconciliation of Present Value of Defined Benefit Obligation and the Fair Value of Assets
Present Value of funded/

(unfunded) obligation as
at Balance Sheet date
as at the end of the
period
Funded Status
Leave Encashment/
Compensated
Absences
Employees Gratuity
Fund
Year
Ended
March 31,
2016
Year
Year
Year
Ended
Ended
Ended
2016
2015
2016
Year
Ended
March 31,
2015
(18,45.20) (12,71.24)
(Rs. Lacs)

Fund
Post Retirement
Medical Benefits
Year
Ended
March 31,
2015
Year
Ended
March 31,
2016
Year
Ended
March 31,
2015
1,09,72.93
79,66.60
79,17.08
71,25.16
53,76.19
50,93.27
88,47.94
59,95.50
79,00.21
62,24.72
(21,24.99) (19,71.10)
(16.87)
(9,00.44)
(53,76.19)
(50,93.27)
Present Value of
unfunded obligation as
at Balance Sheet date
18,45.20
12,71.24
Unrecognised Actuarial
(gains) / losses
Unfunded Net Asset / (18,45.20)* (12,71.24)* (21,24.99)* (19,71.10)*

(Liability) recognised in
Balance Sheet
(16.87)*
(9,00.44)* (53,76.19)** (50,93.27)**
* included in Short term provision of Employee Benefits (Refer Note 8)

** included under long term provision Rs. 52,23.48 Lacs (Previous year Rs. 49,08.01 Lacs) and short term provision Rs. 152.70 Lacs (Previous year Rs. 185.26 Lacs)
55
(D) Expense recognised in Statement of Profit and Loss
Current Service Cost

Past Service Cost
Interest cost
Expected Return on Plan
Assets
Curtailment Cost /
(Credit)
Settlement Cost /
(Credit)
Net actuarial (gain) / loss
recognised in the period
Total expenses
recognised in the
Statement of Profit and
Loss

(Rs. Lacs)
Leave Encashment/
Employees Gratuity
Compensated
Fund
Fund
Absences
Year
Year
Year
Year
Year
Year
Ended
Ended
Ended
Ended
Ended
Ended
March 31, March 31, March 31, March 31, March 31, March 31,
2016
2015
2016
2015
2016
2015
2,25.00
1,68.09
10,29.33
7,73.29 13,00.61
10,02.34
96.82
59.60
6,06.75
3,80.07
5,42.67
4,11.04
N.A.
N.A.
(5,20.94) (4,42.34) (5,53.32)
(4,56.67)
Year
Ended
March 31,
2016
1,32.16
3,88.19
-
Year
Ended
March 31,
2015
1,43.04
3,68.23
-
2,73.59
2,82.73
15,31.62
19,16.86 (5,53.09)
6,73.73
(2,37.43)
3,49.46
5,95.41 **
5,10.42 **
16,30.44 * 2,82.92 ***
8,60.73 ***
26,46.76 * 26,27.88 *
7,36.87 *
* included in Contribution to provident and other funds

** included in Salaries, wages and bonus
*** included in Welfare Expenses
(E) Constitution of Plan Assets
Equity Instruments
Debt Instruments
Property
Other Assets (Net)
Total of the Plan
Assets
(Rs. Lacs)
Leave Encashment/
Employees Gratuity
Compensated
Fund
Fund
Absences
Year
Year
Year
Year
Year
Year
Ended
Ended
Ended
Ended
Ended
Ended
March 31, March 31, March 31, March 31, March 31, March 31,
2016
2015
2016
2015
2016
2015
N.A.
N.A.
N.A.
N.A.
83,60.44
57,26.68 77,52.08
61,82.47
N.A.
N.A.
N.A.
N.A.
4,87.51
2,68.82
1,48.13
42.25
N.A.
N.A.
88,47.94 59,95.50 79,00.21
62,24.72
(F) Amounts recognised in current year and previous four years

Leave Encashment/Compensated
Absences
Defined Benefit Obligation
Plan Assets
Surplus/(Deficit)
Employees Gratuity Fund
Plan Assets
Surplus/(Deficit)
56
Post Retirement
Medical Benefits
March
31, 2016
(18,45.20)
(18,45.20)
March
31, 2016
1,09,72.93
88,47.94
(21,24.99)
March
31, 2015
(12,71.24)
(12,71.24)
March
31, 2015
79,66.60
59,95.50
(19,71.10)
Post Retirement
Medical Benefits
Year
Ended
March 31,
2016
N.A.
N.A.
N.A.
N.A.
N.A.
Year
Ended
March 31,
2015
N.A.
N.A.
N.A.
N.A.
N.A.
(Rs. Lacs)
March December 31, December 31,

31, 2014
2012
2011
(7,84.24)
(3,70.72)
(3,02.34)
(7,84.24)
(3,70.72)
(3,02.34)
March
December
December
31, 2014
31, 2012
31, 2011
50,00.98
31,37.70
26,23.71
51,01.71
28,93.08
25,83.49
1,00.73
(2,44.62)
(40.22)
Senior Staff Gratuity Fund

Plan Assets
Surplus/(Deficit)

March
31, 2016
79,17.08
79,00.21
(16.87)
March
31, 2015
71,25.16
62,24.72
(9,00.44)
March December 31, December 31,

31, 2014
2012
2011
54,08.42
47,07.69
47,73.44
51,48.46
46,45.39
46,07.66
(2,59.96)
(62.30)
(1,65.78)
The information above has been presented to the extent of data available as per Actuarial certificate
(b) The Guidance Note on Implementing AS 15, Employee Benefits issued by the Accounting Standard Board (ASB) states that
Provident Funds set up by employers that guarantee a specified rate of return and which require interest shortfall to be met by the
employer would be defined benefit plans in accordance with the requirements of paragraph 26(b) of AS 15. Pursuant to the
Guidance Note, the Company has accounted for the liability in respect of the shortfall of interest earnings of Provident Fund
aggregating Nil (Previous year Nil) determined on the basis of an actuarial valuation carried out as at Balance Sheet date.
Contribution made by the Company during the year is Rs. 18,62.52 Lacs (Previous year Rs. 18,40.10 Lacs). The net actuarial gain
recognised in the year is Rs. 110.40 Lacs (Previous year Rs. 6.93 Lacs). Detailed information to the extent provided by the actuary
in the actuarial certificate has been included in the disclosure as above.
(c) The Company pays insurance premium annually to NIC (National Insurance Company) to assure the underlying benefits under a
post-employment medical assistance scheme, a Defined Insured Benefit plan. The Company has accounted for the liability for
insurance premium amounting to Rs. 53,76.19 Lacs (Previous year Rs. 50,93.27 Lacs) determined on the basis of an actuarial
valuation carried out at Balance Sheet date included under Long term provision Rs. 52,23.48 Lacs (Previous year Rs. 49,08.01
Lacs) and Short term provision Rs. 1,52.70 Lacs (Previous year Rs. 1,85.26 Lacs). The net actuarial gain recognised in the year
is Rs. 2,37.43 Lacs (Previous year Rs. 44.05 Lacs). Detailed information to the extent provided by the actuary in the actuarial
certificate has been included in the disclosure as above.
(d) The Company has during the year accounted for certain ex-gratia payments to its employees aggregating Rs. 4,50.14 Lacs
(Previous year Rs. 44.61 lacs) included under Employees Cost.
(e) Certain employees of the Company are entitled to receive cash settled stock based awards (awards) pursuant to employee share
schemes (scheme) administered by GlaxoSmithKline Plc. (Plc). The cost related to these awards is accounted for in the books
of the Company. Since the employee share scheme is administrated by Plc, the disclosure as required by the guidance note on
accounting for employee share based payment have been given to the extent the information is available with Company. The
following types of awards are granted to the Indian employees:

i.
Restricted Share Awards (RSAs) Under this plan, certain employees are granted cash settled RSAs, which entitle them to
receive cash equivalent to the stock price of the Plcs shares listed at London stock exchange after a three year vesting period
during which the employee has to remain in continuous employment with the Company. These RSAs do not give any voting
rights or the right to accrue dividends. During the current year Company has allotted 1,20,657 (Previous year 1,45,838)
RSAs to the employees and the outstanding closing balance of RSAs is 3,01,204 (Previous year 3,44,588).
ii. Share Appreciation Rights (SARs) Under this plan, certain employees are granted cash settled SARs which entitle the
holder to receive cash, equivalent to the difference between the Plc Companys ordinary stock price posted on the London
Stock Exchange on the exercise date and the grant date stock price. These instruments vest over a period of three years from
the grant date based on continued employment of the employee with the Company. Once vested, an employee can decide to
exercise the vested SARs anytime during the next 7 years, thus these instruments have a total contractual life of 10 years. No
new SARs were issued during the current year (Previous year Nil) due to change in Plcs share value plan.
The Company has used intrinsic value method to account for the compensation cost of these awards issued to certain employees
of the Company. The Company recognises expense relating to the awards received by the employees under the scheme as the
employees render service, which generally is equivalent to the vesting period of these awards. Once these awards vest, Company
re-measures these awards at each reporting period and immediately recognises compensation cost for any changes in the
intrinsic value of these awards.
Accordingly, a sum of Rs. 2,66.45 Lacs (Previous year Rs. 4,55.40 Lacs) has been accounted in the financial statements as
Salaries, Wages and Bonus under Employees cost and the total carrying amount at the end of the year is Rs. 29,22.47 Lacs
(Previous year Rs. 35,75.42 Lacs), included under other long term liabilities Rs. 8,39.32 Lacs (Previous year Rs. 9,92.82 Lacs)
and other current liabilities Rs. 20,83.15 Lacs (Previous year Rs. 25,82.60 Lacs)
NOTE 22: FINANCE COSTS*
Interest expense on trade deposits

Total
Year ended
March 31, 2016
(Rs. Lacs)
79.19
79.19
Year ended
March 31, 2015
(Rs. Lacs)
74.09
74.09
*Refer Note 1.11
57
NOTE 23: OTHER EXPENSES*
Consumption of stores and spare parts

Conversion charges to third parties
Repairs & Maintenance
Buildings
Plant & Machinery
Others
Power and fuel
Rent
Rates and taxes
Insurance
Carriage and freight
Expenditure towards Corporate Social Responsibility (CSR) activities **
Advertising and promotion
Royalty
Loss on fixed assets (including CWIP) retired from active use / Impairment losses (net)
Excise duty adjustment due to (Increase)/Decrease in Stock of Finished Goods and
Work-in-progress
Other general expenses
Total
Year ended
March 31, 2016
(Rs. Lacs)
5,78.05
1,55,86.42
Year ended
March 31, 2015
(Rs. Lacs)
5,94.10
1,71,77.86
5,91.11
29,16.65
8,36.04
78,65.89
37,01.49
84,72.15
5,88.77
1,93,76.55
10,87.05
6,94,06.36
1,45,28.14
55.34
18,55.28
1,85.45
21,68.47
8,31.30
65,22.15
38,42.12
88,87.48
5,13.94
2,05,15.36
17,34.60
7,17,08.32
1,34,41.62
8,84.86
3,03.76
1,46,45.34
16,20,90.63
1,53,96.84
16,47,08.23
*Refer Note 1.7 & 1.12

** Corporate Social Responsibility Expenditure:

(a) Gross amount required to be spent by the company during the year : Rs. 17,11.37 Lacs

(b) Amount spent during the year: Rs. 10,87.05 Lacs:

(i) Construction/acquisition of any asset: Nil

(ii) On purposes other than (i) above: Rs. 10,87.05 Lacs #
#
Includes donations Rs. 1,96.57 Lacs ( Previous Year Rs. 1,70.46 Lacs)
Imported & Indigenous store and spare parts consumed***
Spare Parts and Stores

Imported
Indigenous
Percentage
Value
(Rs. Lacs)
Percentage
Value
(Rs. Lacs)
0.00%
100.00%
Nil
65,03.34
65,03.34
0.30
99.70%
21.39
70,14.94
70,36.33
***Refer note 28
(a) Disclosure in accordance with the requirement of Accounting Standard (AS)-19 Leases:
The Company has entered into non-cancellable operating leases in respect of office premises, which range for a period between
1-5 years. The terms of the said leases include terms for renewal, increase in rents in future periods for premises and terms of
cancellation. The Company has entered into sub lease arrangement which is cancellable and is for a period of 2 years with an
option of renewal on mutually agreed terms.
With respect of all operating leases :Lease payment recognise in the Statement of Profit and Loss
Sub lease payment received/receivable recognised in the Statement of Profit and Loss
With respect of all non cancellable operating leases the future minimum lease
payment are as follows :Not later than 1 year
Later than one year and not later than 5 years
Later than 5 years
58
Year ended
March 31, 2016
(Rs. Lacs)
Year ended
March 31, 2015
(Rs. Lacs)
37,01.49
16.28
38,42.12
19.70
33.15
Nil
Nil
2,13.82
31.26
Nil
NOTE 24: CONTINGENT LIABILITIES

Claims against the Company not acknowledged as debt
As at
March 31, 2016
(Rs. Lacs)
1,29,78.74
Direct tax
As at
March 31, 2015
(Rs. Lacs)
6,05,36.28
The amounts shown above represent the best possible estimates of pending litigations/disputes arrived at on the basis of available
information. The above do not include potential risks/demands, if any for ongoing issues, where no claims have been made against the
company. The uncertainties and possible reimbursements if any are dependent on the outcome of the different legal processes which have
been invoked by the Company or the claimants as the case may be and therefore cannot be predicted accurately. The Company engages
reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such disputes.
NOTE 25: PROVISIONS*
In accordance with Accounting Standard 29 - Provisions, Contingent Liabilities and Contingent Assets, the Company has been
prudent to consider the following provisions which have been disclosed as under:
(Rs. Lacs)
As at
March 31, 2016
Indirect taxes Other provisions
Opening balance
Additions
Utilisations/Reversals
Closing Balance
Classified as Non-Current
Classified as Current
1,05,38.07
42,33.73
(3,46.01)
1,44,25.79
1,44,25.79
-
1,23,77.28
19,15.02
(57,04.59)
85,87.71
33,00.36
52,87.35
As at
March 31, 2015
Indirect taxes
Miscellaneous
provisions
75,47.81
1,04,30.29
37,73.53
41,64.07
(7,83.27)
(22,17.08)
1,05,38.07
1,23,77.28
1,05,38.07
56,08.02
67,69.26
(i) Indirect tax matters Includes provisions made mainly for probable claims arising out of certain tax matters under various statutes.
The timing and probability of the outflow and expected reimbursements if any with regard to these matters, depends on the ultimate
settlement /conclusion of these matters with the relevant authorities.
(ii) Miscellaneous provisions Include provision for potential demands towards various market claims from the Companys distributors,
retailers and vendors. The timing and probability of outflow and expected reimbursements, if any, with regard to these matters will
depend on the market scenario and the consequent decision / conclusion by the Management.
* Refer note 5
NOTE 26: ESTIMATED AMOUNT OF CONTRACTS TO BE EXECUTED ON CAPITAL ACCOUNT
Estimated amount of Contracts remaining to be executed on Capital account [net of Capital

Advance of Rs. 3,22.43 Lacs (Previous period Rs. 4,63.92 Lacs)] and not provided for
As at
March 31, 2016
(Rs. Lacs)
As at
March 31, 2015
(Rs. Lacs)
28,55.46
26,24.12
Year ended
March 31, 2016
(Rs. Lacs)
Year ended
March 31, 2015
(Rs. Lacs)
1,07.36
9.62
94.21
8.50
Nil
Nil
Nil
2.32
18.49
1,37.79
Nil
Nil
Nil
1.61
10.26
1,14.58
NOTE 27: AUDITORS REMUNERATION*
(i) As auditor
Audit Fees
Tax Audit Fees
(ii) As advisors or in any capacity for services rendered in respect of :
Taxation matters
Company law matters
Management services
(iii) In any other manner (Certificates)
(iv) Out-of-Pocket expenses
Total
*Includes service tax
59
NOTE 28: Expenditure indicated below allocated to other Revenue Account

Year ended
March 31, 2016
(Rs. Lacs)
Year ended
March 31, 2015
(Rs. Lacs)
59,25.29
64,42.23
Insurance expenses**
9,44.73
8,09.07
Scientific Research & Development***
2,07.45
6,08.22
1,612.43
3,213.75
64.78
1,695.01
1,677.21
4,908.76
Consumption of Stores and Spare Parts*
** Classified under Power & fuel and Repairs & Maintenance

** Classified under Staff welfare expenses
*** Classified under Raw material consumed
NOTE 29: Value of Imports calculated on C.I.F Basis:

Raw Materials
Capitals Goods
NOTE 30: Details of Purchased Finished Goods

Opening stock
Purchases
Closing Stock*
As on
April 1,
2015
Value
(Rs. Lacs)
As on
April 1,
2014
Value
(Rs. Lacs)
Year ended
March 31,
2016
Value
(Rs. Lacs)
Year ended
March 31,
2015
Value
(Rs. Lacs)
As at
March 31,
2016
Value
(Rs. Lacs)
As at
March 31,
2015
Value
(Rs. Lacs)
6,01.01
11,06.86
1,24,47.91
1,63,23.35
5,30.90
6,01.01
6,01.01
11,06.86
1,24,47.91
1,63,23.35
5,30.90
6,01.01
Packaged Foods
* Closing stock is net of samples, internal consumption and other stock losses.
NOTE 31: Expenditure in Foreign Currency

Year ended
March 31, 2016
(Rs. Lacs)
Year ended
March 31, 2015
(Rs. Lacs)
21.69
50.96
Advertisement & Promotions
6,73.76
11,83.06
Consultancy
1,00.23
25.83
Others
1,32.58
4,56.88
Total
9,28.26
17,16.73
Travelling
NOTE 32: The foreign currency exposures not hedged as at Balance Sheet date are as under:
Currency Exchange
Unhedged exposure in currency (Lacs)
March 31, 2016
Receivable
Payable
March 31, 2015
Receivable
Payable
60
GBP
INR
USD
INR
3.72
(1.72)
3,45.31
(1,67.04)
79.91
(0.11)
51,84.57
(7.54)
6.43
(6.37)
6,08.41
(6,02.37)
1,07.98
(2.73)
66,09.28
(1,74.67)
NOTE 33: Amount remitted in Foreign Currency for Dividend
(a) Number of non-resident shareholders

(b) Number of share held (Equity shares of Rs. 10 each)
(c) Dividend (Rs. Lacs)
(d) Year to which the dividend relates to
Year ended
Year ended
March 31, 2016
March 31, 2015
(Rs. Lacs)
(Rs. Lacs)
2
2
30,471,992
30,471,992
16,759.60
1,37,12.40
April 2014 to March 2015 January 2013 to March 2014
NOTE 34: RELATED PARTY TRANSACTIONS

In accordance with the requirements of Accounting Standard (AS) 18 Related Party Disclosures the names of the related party
where control exists/able to exercise significant influence along with the aggregate transactions and year-end balance with them as
identified by the management in the ordinary course of business and on arms length basis are given below:
A. Promoter Companies

Horlicks Limited, UK (Subsidiary of GlaxoSmithKline Plc UK) holds 43.16% of equity shares of the Company.
GlaxoSmithKline Pte Ltd, Singapore (Subsidiary of GlaxoSmithKline Plc UK) holds 29.29% of equity shares of the Company.
(Refer Note 2)
B. Other related parties in GlaxoSmithKline Group which are under Common Control and with whom transactions have
taken place during the year
(a)
Glaxo Operations UK Limited

(b)
GlaxoSmithKline Bangladesh Limited

(c)
GlaxoSmithKline Export Ltd

(d)
GlaxoSmithKline Asia Pvt Ltd.

(e)
GlaxoSmithKline Consumer Healthcare Pte Ltd

(f)
GlaxoSmithKline Consumer Healthcare SDN BHD

(g)
GlaxoSmithKline Pharmaceuticals Limited

(h)
GlaxoSmithKline Consumer Private Limited

(i)
GlaxoSmithKline Services Unlimited

(j)
GlaxoSmithKline Plc

(k)
PT Sterling Products Indonesia

(l)
SB Corp CB (USA)

(m) SB Corporate Centre

(n)
SmithKline Beecham (Pvt) Ltd, Sri Lanka

(o)
SmithKline Beecham Corporation

(p)
Sterling Drugs (Malaya) Sdn Bhd

(q)
GlaxoSmithKline (China) Investment Co Ltd

(r)
GlaxoSmithKline Pakistan Limited.

(s)
GlaxoSmithKline Consumer Healthcare GmbH

(t)
GlaxoSmithKline Consumer Healthcare SP.ZOO

(u)
GSK Consumer Healthcare Netherland

(v)
GlaxoSmithKline Brazil Ltd.

(w) GlaxoSmithKline Limited (Kenya)

(x)
GSKCH (Ireland) Ltd.

(y)
GSK Augus UK
C. Trusts under Control of the Board of the Trustees
a.
GlaxoSmithKline Consumer Healthcare Ltd Sr. Staff Gratuity Fund

b.
GlaxoSmithKline Consumer Healthcare Ltd Employees Gratuity Fund

c.
GlaxoSmithKline Consumer Healthcare Ltd Provident Fund

d.
GlaxoSmithKline Consumer Healthcare Ltd Indian Sr. Executives SAF
D.

Key Management Personnel

a.
Manoj Kumar, Managing Director (Appointed in the role w.e.f. June 1, 2015)
b.
Vivek Anand, Director Finance (Appointed in the role w.e.f. June 1, 2015)
c.
Jaiboy Phillips, Director Operations
d.
Zubair Ahmed (Ceased to be Managing Director w.e.f. May 31,2015)
e.
R Subramanian (Ceased to be Director-Finance w.e.f. May 31,2015)
61
62
Promoter
Company
Sale of goods (Exports)

SmithKline Beecham (Pvt.) Ltd., Sri Lanka
GlaxoSmithKline Bangladesh Limited
GlaxoSmithKline Pakistan Limited
Others
Sale of Raw Materials/ Packing Materials
GlaxoSmithkline Bangladesh Limited
Consignment Sales (Gross)
GlaxoSmithKline Asia Pvt. Ltd.
Sales through related party (on consignment basis)
Services received (Paid / Payable)
Others
Services provided (Received / Receivable) **
85.31
85.31
GlaxoSmithKline Export Ltd.
GlaxoSmithKline Plc
GlaxoSmithKline Consumer Healthcare Pte Ltd.
Others
Payment on Behalf of Fellow Subsidiaries (Received / Receivable)**
Others
Reimbursements of Expenses (Paid / Payable) **
Others
Business Auxilliary Service Commission *
Business Auxilliary Service Commission (Paid / Payable)
Rent paid *
Rent received *
Licence agreement (Royalty Paid / Payable) *
Dividend Paid
1,67,59.59
Horlicks Limited
99,83.73
67,75.86
Remuneration paid ***
Manoj Kumar
Vivek Anand
Zubair Ahmed
R Subramanian
Jaiboy Phillips
-
Particulars
Year ended March 31, 2016

Companies
Key
Trust under the
under Common Management control of Board
Control
Personnel
of trustees
1,38,52.98
46,97.37
73,68.96
16,70.52
1,16.13
1,74.53
1,74.53
11,99,08.98
9,65,88.00
2,33,20.98
5,19.80
5,19.80
31.35
28.72
2.63
45,54.18
9,76.50
6,18.55
5,17.38
4,36.05
1,53.11
7,54.14
10,98.45
1,59,74.32
1,16,35.03
31,00.62
12,38.67
12,45.38
8,20.83
4,24.55
2,09,46.26
1,83,15.09
26,31.17
55.00
55.00
2,19.77
2,19.77
0.98
0.98
1,55,13.40
1,55,13.40
13,96.23
5,76.62
2,82.06
1,95.57
55.05
2,86.93
1,38,52.98
46,97.37
73,68.96
16,70.52
1,16.13
1,74.53
1,74.53
11,99,08.98
9,65,88.00
2,33,20.98
5,19.80
5,19.80
31.35
28.72
2.63
46,39.49
9,76.50
6,18.55
85.31
5,17.38
4,36.05
1,53.11
7,54.14
10,98.45
1,59,74.32
1,16,35.03
31,00.62
12,38.67
12,45.38
8,20.83
4,24.55
2,09,46.26
1,83,15.09
26,31.17
55.00
55.00
2,19.77
2,19.77
0.98
0.98
1,55,13.40
1,55,13.40
1,67,59.59
99,83.73
67,75.86
13,96.23
5,76.62
2,82.06
1,95.57
55.05
2,86.93
Total
The following transactions were carried out with the related parties in the ordinary course of business
11.81
11.81
5.18
5.18
1,37,12.40
81,68.51
55,43.89
-
Promoter
Company

Companies
Key
Trust under the
Control
Personnel
of trustees
1,55,78.53
61,85.54
75,98.50
17,94.49
1,46.66
1,46.66
9,97,70.18
7,92,83.89
2,04,86.29
8,48.98
8,48.98
5,42.65
5,42.65
29,48.08
3,14.79
5,55.27
4,32.45
4,10.28
12,35.29
1,18,32.36
74,18.20
28,08.01
16,06.15
6,86.97
1,00.32
5,25.33
61.32
1,75,01.88
1,50,99.03
24,02.85
89.97
89.97
2,16.73
2,16.73
6.64
6.64
1,43,57.22
1,43,57.22
14,84.79
8,57.84
3,15.83
3,11.12
1,55,78.53
61,85.54
75,98.50
17,94.49
1,46.66
1,46.66
9,97,70.18
7,92,83.89
2,04,86.29
8,48.98
8,48.98
5,42.65
5,42.65
29,59.89
3,14.79
5,55.27
11.81
4,32.45
4,10.28
12,35.29
1,18,37.54
74,18.20
28,08.01
5.18
16,06.15
6,86.97
1,00.32
5,25.33
61.32
1,75,01.88
1,50,99.03
24,02.85
89.97
89.97
2,16.73
2,16.73
6.64
6.64
1,43,57.22
1,43,57.22
1,37,12.40
81,68.51
55,43.89
14,84.79
8,57.84
3,15.83
3,11.12
Total
34,03.56
3,50.50
15,45.14
1,53.11
1,94.93
11,59.88
97,77.50
72,65.40
19,43.65
5,68.45
18.74
18.74
-
20,33.08
23,61.61
3,28.53
-
52.47
67.48
15.01
2,93.46
46,13.38
6,61.52
3,28.54
58,96.90
3,45.93
47,14.49
6,15.27
3,94.66
60,70.35

Companies
Key
Trust under the
Control
Personnel
of trustees
1,09,31.77
71,21.22
7,36.87
26,46.76
4,26.92
Promoter
Company
5,68.45
20,33.08
1,53.11
1,94.93
11,59.88
1,21,39.11
72,65.40
19,43.65
3,28.53
-
52.47
34,89.78
3,50.50
18.74
15,45.14
15.01
2,93.46
46,13.38
6,61.52
3,28.54
58,96.90
3,45.93
47,14.49
6,15.27
3,94.66
60,70.35
1,09,31.77
71,21.22
7,36.87
26,46.76
4,26.92
Total
14.85
14.85
-
Promoter
Company
2,07.09
5,32.35
11,71.11
81,65.47
60,17.31
19,41.07
-
42,81.77
9,05.11
16,73.20
-
19,45.33
31,64.95
3,97.32
8,22.30
55.38
36,57.68
3,10.34
2,17.67
42,41.07
34,59.74
3,78.43
2,40.12
40,78.29

Companies
Key
Trust under the
Control
Personnel
of trustees
1,16,37.80
68,99.96
16,30.44
26,27.88
4,79.52
2,07.09
19,45.33
5,32.35
11,71.11
1,13,30.42
60,17.31
19,41.07
3,97.32
8,22.30
42,96.62
9,05.11
14.85
16,73.20
-
55.38
36,57.68
3,10.34
2,17.67
42,41.07
34,59.74
3,78.43
2,40.12
40,78.29
1,16,37.80
68,99.96
16,30.44
26,27.88
4,79.52
Total
* Amount is inclusive of Service Tax

** Includes recovery / reimbursement of expense on account of employee cost, Tavelling expenses, Consultancy fees and other general expenses.
*** The contribution to Gratuity fund and Post Employment Medical Assistance Scheme has been made on a group basis based on an actuarial valuation and separate figures applicable to an individual are not available.

Annual Contributions made by the Company

GlaxoSmithKline Consumer Healthcare Ltd. Provident Fund
GlaxoSmithKline Consumer Healthcare Ltd. Sr. Staff Gratuity Fund
GlaxoSmithKline Consumer Healthcare Ltd. Employees Gratuity Fund
GlaxoSmithKline Consumer Healthcare Ltd. Indian Sr.
Executives SAF
Payments made by the Company to the employees on
behalf of Trust towards their settlement
GlaxoSmithKline Consumer Healthcare Ltd. Employees
Gratuity Fund
GlaxoSmithKline Consumer Healthcare Ltd. Indian
Sr. Executives SAF
Recoveries made from Trusts on account of settlement
and Investments
GlaxoSmithKline Consumer Healthcare Ltd Provident Fund
GlaxoSmithKline Consumer Healthcare Ltd. Employees
Gratuity Fund
Sr. Executives SAF
Balances as at year end - Receivables (Net)
SmithKline Beecham (Pvt) Ltd., Sri Lanka
GlaxoSmithkline Bangladesh Limited
GlaxoSmithKline Consumer Healthcare Ltd. Sr. Staff Gratuity
Fund
Sr. Executives SAF
GlaxoSmithKline Pakistan Limited
Others
Balances as at year end - Payables (Net)
GlaxoSmithKline Asia Pvt Ltd.
GlaxoSmithKline Consumer Healthcare Ltd. Sr. Staff Gratuity
Fund
GlaxoSmithKline Consumer Healthcare Ltd. Employees Gratuity
Fund
Others
Particulars
63
NOTE 35: EARNINGS PER SHARE (EPS)*

The numerator and denominator used to calculate Basic and Diluted Earnings per Share
Year ended
March 31, 2016
Year ended
March 31, 2015
- Profit attributable to the Equity Shareholders (Rs. in Lacs)
(A)
6,86,91.49
5,83,59.93
- Basic/Weighted average number of Equity Shares

outstanding during the year
(B)
42,05,55,38
42,05,55,38
10.00
10.00
- Nominal value of Equity Shares (Rs.)

- Basic Earnings Per Share (Rs.)
(A)/(B)
163.34
138.77
- Diluted Earnings Per Share (Rs.)
(A)/(B)
163.34
138.77
*There are no dilutive potential equity shares
NOTE 36: PREVIOUS YEAR FIGURES

Previous year figures have been regrouped wherever necessary to conform to the current years classification.


Subodh Bhargava
(DIN: 00035672)
Chairman
Vivek Anand
(DIN: 06891864)
Mukesh H. Butani
(DIN: 01452839)
Directors
Pramit Agrawal
Partner
Manoj Kumar
(DIN: 07177262)
Managing Director
Sonali Khanna
Company Secretary
Place : Gurgaon
64
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Glaxosmithkline consumer healthcare limited

For the year ended march 31, 2016

Malt Based Food

Business Responsibility Report

Corporate Governance Report

CEO & CFO Certification

Statement of Profit and Loss

Cash Flow Statement

Notes to Financial Statements

Registrars And Transfer Agents

Investor Email ID: [email protected]

GlaxoSmithkline Consumer Healthcare Limited

Reserves & Surplus

9,17,98 11,02,12 13,18,92

9,60,04 11,44,18 13,60,98

9,60,04 11,44,18 13,60,98

Gross Fixed Assets

NET FIXED ASSETS

SOURCES AND APPLICATIONS OF FUNDS

DEFERRED TAX LIABILITIES

9,60,04 11,44,18 13,60,98

9,60,04 11,44,18 13,60,98

DEFERRED TAX ASSET

Ten Year Track Record

11,07,87 12,78,46 15,42,78 19,21,50 23,06,12 26,85,51 30,79,36

PROFIT BEFORE TAX

Profit Before Tax

Current Ratio (Times)

Net Profit as a % to Sales

GlaxoSmithkline Consumer Healthcare Limited

launch was backed up by 360 degree campaign including consumer

The Life stage Nutrition portfolio driven by Horlicks brand extensions

Revenue from operations (Net)

Womens Horlicks continued its differentiation through Bone Health

Performance of the Company

Your Company continues to focus on innovation and delivering products

Junior Horlicks launched a new campaign and visibility drives in select

process, create livelihood for underprivileged rural women while enhancing

GlaxoSmithkline Consumer Healthcare Limited

R&D is significantly involved in building defining new science and benefits

The Information Technology function has been a key business enabler

- New ERP (SAP) Project to support and strengthen the Business

Well-documented standard operating procedures, policies, risk and

Any material variances from the budget are reviewed on a monthly

Quarterly submission of structured Internal Control Letters (ICLs)

The Company has a Risk Management and Compliance Board

Human Resource Development

at the 10th Annual Flame Asia Awards conducted by Rural Marketing

GlaxoSmithkline Consumer Healthcare Limited

Represent organisations shareholders interests and create value for

Pre-requisites for consideration:

R Subramanian* Director Finance

General Manager Legal

*Ceased to be in role with effect from May 31, 2015

Total KMP Remuneration as a percentage of Revenue: 0.3%

The Annual Report of the Company is also available on the Companys

GlaxoSmithkline Consumer Healthcare Limited

Environment and Social Commitment