MIRA INFORM REPORT

Report No. :	320628
Report Date :	02.05.2015

IDENTIFICATION DETAILS

Name :	GLAXOSMITHKLINE PHARMACEUTICALS LIMITED
Registered Office :	Dr. Annie Besant Road, P. O. Box 202, Mumbai – 400025, Maharashtra
Tel. No.:	91-22-24933871
Country :	India
Financials (as on) :	31.12.2013
Date of Incorporation :	13.11.1924
Com. Reg. No.:	11-001151
Capital Investment / Paid-up Capital :	Rs. 847.030 Million
CIN No.: [Company Identification No.]	L24239MH1924PLC001151
TAN No.: [Tax Deduction & Collection Account No.]	MUMG00196A
PAN No.: [Permanent Account No.]	AAACG4414B
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturing, Distributing and Trading in Pharmaceuticals.
No. of Employees :	5034 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Aa (80)

RATING		STATUS	PROPOSED CREDIT LINE
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large

Status :	Excellent
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Subject is a subsidiary of “GlaxoSmithKline plc”, U.K. it is a well-established and reputed company having excellent track record. The company has reported decent operational performance with profitability margins at 19-71% and it has debt free balance sheet. Rating reflects company’s leading market position in pharmaceutical industry supported by well established distribution networks, diversified market presence across globe and strong financial base of the company. Trade relations are reported as fair. Payments are reported to be regular and as per commitment. In view of strong business profile backed by experienced management team, the company can be considered good for normal business dealings at usual trade terms and conditions.

NOTES:

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

EXTERNAL AGENCY RATING

NOT AVAILABLE

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2014.

INFORMATION DECLINED BY

Name :	Mr. Rajendra Taide
Designation :	Account Manager
Contact No.:	91-22-24959415

LOCATIONS

Registered Office :	Dr. Annie Besant Road, P. O. Box 202, Mumbai – 400025, Maharashtra, India
Tel. No.:	91-22-24933871/ 24933514/ 24959595/ 24959415
Fax No.:	91-22-24935358/ 24959494
E-Mail :	info@glaxowellcome.co.in ajay.a.nadkarni@gsk.com askus@gsk.com
Website :	http://www.gsk-India.com
Factory 1 :	2^nd Pokhran Road, Thane, Maharashtra, India
Factory 2 :	Ambad, Nashik, Maharashtra, India

DIRECTORS

As on 18.02.2014

Name :	Mr. Deepak S. Parekh
Designation :	Chairman
Name :	Mr. V. Thyagarajan
Designation :	Vice-Chairman
Name :	Dr. Hasit B. Joshipura
Designation :	Managing Director
Name :	Mr. R. R. Bajaaj
Designation :	Director
Name :	Dr. A. Banerjee
Designation :	Director (Alternate to S. Harford upto 31.07.2012)
Name :	Ms. A. Bansal
Designation :	Director [w.e.f.19.02.2013]
Name :	Mr. P. V. Bhide
Designation :	Director
Name :	Mr. Simon Harford
Designation :	Director
Name :	Mr. M. B. Kapadia
Designation :	Director
Name :	Mr. N. Kaviratne CBE
Designation :	Director
Name :	Mr. Raju Krishnaswamy
Designation :	Director
DIN No.:	03043004
Name :	Mr. P. V. Nayak
Designation :	Director
Name :	Mr. A. N. Roy
Designation :	Director
Name :	Mr. Ronald C. Sequeira
Designation :	Director
Name :	Mr. D. Sundaram
Designation :	Director

KEY EXECUTIVES

Name :	A. A. Nadkarni
Designation :	General Manager - Administration and Company Secretary
Name :	Mr. Rajendra Taide
Designation :	Account Manager
MANAGEMENT TEAM
Managing Director :	Dr. H. B. Joshipura
Senior Executive Directors :	M. B. Kapadia – Finance – Corporate Communications, Secretarial and Administration
Executive Director :	v R. C. Sequeira Human Resources v R. Krishnaswamy Technical
Executive Vice-President :	v H. Buch Pharmaceuticals
Vice-Presidents :	v R. Bartaria Pharmaceuticals v S. Dheri Biologicals v S. Khanna Finance v K. Hazari Legal and Corporate Affairs v C. T. Renganathan Pharmaceuticals
General Manager :	Dr. (Ms.) V. Desai – Medical and Clinical Research

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.03.2015

Names of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
(2) Foreign
Bodies Corporate	63527262	75.00
Sub Total	63527262	75.00
Total shareholding of Promoter and Promoter Group (A)	63527262	75.00
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	870295	1.03
Financial Institutions / Banks	6976395	8.24
Foreign Institutional Investors	1767763	2.09
Sub Total	9614453	11.35
(2) Non-Institutions
Bodies Corporate	828735	0.98
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	10299875	12.16
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	191301	0.23
Any Others (Specify)	241391	0.28
Directors & their Relatives & Friends	1188	0.00
Trusts	18581	0.02
Foreign Corporate Bodies	294	0.00
Non Resident Indians	197651	0.23
Clearing Members	20740	0.02
Foreign Nationals	2937	0.00
Sub Total	11561302	13.65
Total Public shareholding (B)	21175755	25.00
Total (A)+(B)	84703017	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	84703017	100.00

BUSINESS DETAILS

Line of Business :

Manufacturing, Distributing and Trading in Pharmaceuticals.

Products :

Item Code No. (ITC Code)	Product Description
300439.08	Betamethasone
300410.00	Potassium Clavulanate with Sodium Amoxycyllin
300490.33	Ranitidine

Brand Names :

--

Agencies Held :

--

Exports :

--

Imports :

--

Terms :

--

PRODUCTION STATUS: NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference:	Not Divulged
Name of the Person (with Designation):	Not Divulged
Contact Number:	Not Divulged
Since How Long Known:	Not Divulged
Maximum Limit Dealt:	Not Divulged
Experience :	Not Divulged
Remarks :	Not Divulged

Customers :

Reference:	Not Divulged
Name of the Person (with Designation):	Not Divulged
Contact Number:	Not Divulged
Since How Long Known:	Not Divulged
Maximum Limit Dealt:	Not Divulged
Experience :	Not Divulged
Remarks :	Not Divulged

No. of Employees :

5034 (Approximately)

Bankers :

Bank Name:	Not Divulged
Branch:	Not Divulged
Name of the Person (with Designation):	Not Divulged
Contact Number:	Not Divulged
Name of Account Holder:	Not Divulged
Account Number:	Not Divulged
Account Since (Date/ Year of A/c Opening):	Not Divulged
Average Balance Maintained (Optional):	Not Divulged
Credit Facilities Enjoyed (CC/OD/Term Loan):	Not Divulged
Account Operation:	Not Divulged
Remarks: Not Divulged

· Citibank N.A.

· Deutsche Bank

· HDFC Bank Limited

· Hongkong and Shanghai Banking Corporation Limited

Auditors :
Name :	Price Waterhouse and Company Chartered Accountants
Address :	252, Veer Savarkar Marg, Shivaji Park, Dadar (West), Mumbai – 400028, Maharashtra, India
Solicitors :	Gagrat and Company
Memberships :	--
Collaborators :	--
Shareholders (the GlaxoSmithKline (GSK) Group shareholding) in the Company::	· Glaxo Group Limited, U.K. · Eskaylab Limited, U.K. · Burroughs Wellcome International Limited, U.K. · Castleton Investment Limited, Mauritius
Holding company / ultimate holding company of the above shareholders * :	· GlaxoSmithKline plc, U.K. · GlaxoSmithKline Finance plc, U.K. · SmithKline Beecham Limited, U.K. · Wellcome Limited, U.K. · The Wellcome Foundation Limited, U.K. · Wellcome Consumer Healthcare Limited, U.K. * no transactions during the year
Subsidiary of the Company:	Biddle Sawyer Limited, a wholly owned subsidiary of the Company
Other related parties in the GlaxoSmithKline (GSK) Group where common control exists and with whom the Company had transactions during the year:	· SmithKline Beecham Private Limited, Sri Lanka · GlaxoSmithKline Asia Private Limited, India · GlaxoSmithKline Brasil Ltda, Brazil · GlaxoSmithKline Consumer Healthcare Limited, India · GlaxoSmithKline Biologicals S.A., Belgium · GlaxoSmithKline Services Unlimited, U.K. · Glaxo Operations UK Limited, U.K · Laboratoire GlaxoSmithKline S.A.S., France · GlaxoSmithKline Export Limited, U.K. · GlaxoSmithKline Pte Limited, Singapore · GlaxoSmithKline Australia Pty Limited, Australia · GlaxoSmithKline Trading Services Limited, Ireland · GlaxoSmithKline Limited, Hong Kong · GlaxoSmithKline LLC, U.S.A · Stiefel India Private Limited, India · US Pharmaceuticals, U.S.A. · US GMS Financial Services, U.S.A. · GlaxoSmithKline Ilaclari Sanayi ve Ticaret AS, Turkey · GlaxoSmithKline Manufacturing SPA, Italy

CAPITAL STRUCTURE

As on 31.12.2013

Authorised Capital:

No. of Shares	Type	Value	Amount
90000000	Equity Shares	Rs. 10/- each	Rs. 900.000 Million

Issued Capital:

No. of Shares	Type	Value	Amount
84707710	Equity Shares	Rs. 10/- each	Rs. 847.077 Million

Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
84703017*	Equity Shares	Rs. 10/- each	Rs. 847.030 Million

* excludes 4,693 equity shares of Rs. 10 each of the Company (3,352 equity shares of Rs. 10 each of erstwhile Burroughs Wellcome (India) Limited) held in abeyance.

NOTE

(a) Reconciliation of the number of shares:

PARTICULARS	As at 31st December, 2013
	Number of Shares	Rs. in Million
Balance at the beginning of the year	84,703,017	847.030
Issued during the year	--	--
Balance at the end of the year	84,703,017	847.030

(b) Rights, preferences and restrictions attached to equity 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 the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. 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 their shareholding.

(c) Shares held by subsidiaries of ultimate holding company in aggregate:

PARTICULARS	As at 31st December, 2013
	Number of Shares	Rs. in Million
Equity shares of Rs. 10 each (representing 50.67% of total shareholding)	42,917,488	429.175

(d) Details of equity shares held by shareholders holding more than 5% shares of the aggregate shares in the Company:

PARTICULARS	As at 31st December, 2013
	Number of Shares	Percentage of Holding
Glaxo Group Limited, U.K.	30,485,250	35.99%
Eskaylab Limited, U.K.	5,880,000	6.94%
Life Insurance Corporation of India	4,822,848	5.69%

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.12.2013	31.12.2012	31.12.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	847.030	847.030	847.030
(b) Reserves & Surplus	19324.871	19253.122	18352.318
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	20171.901	20100.152	19199.348
(3) Non-Current Liabilities
(a) long-term borrowings	36.050	41.424	45.933
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	49.672	49.672	49.986
(d) long-term provisions	2410.404	2347.929	2235.578
Total Non-current Liabilities (3)	2496.126	2439.025	2331.497
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	2780.124	2351.889	1983.410
(c) Other current liabilities	862.207	883.532	683.676
(d) Short-term provisions	5188.323	5122.067	5912.752
Total Current Liabilities (4)	8830.654	8357.488	8579.838
TOTAL	31498.681	30896.665	30110.683
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1000.718	894.021	991.321
(ii) Intangible Assets	0.000	0.000	0.000
(iii) Capital work-in-progress	618.601	437.875	161.899
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	476.697	576.751	1025.914
(c) Deferred tax assets (net)	921.065	865.409	614.660
(d) Long-term Loan and Advances	2328.739	1896.868	1529.312
(e) Other Non-current assets	135.538	101.788	92.728
Total Non-Current Assets	5481.358	4772.712	4415.834
(2) Current assets
(a) Current investments	100.025	449.092	572.109
(b) Inventories	3423.973	2820.429	3301.407
(c) Trade receivables	963.932	1158.980	853.116
(d) Cash and cash equivalents	20271.361	20387.791	19840.861
(e) Short-term loans and advances	699.137	570.279	499.734
(f) Other current assets	558.895	737.382	627.622
Total Current Assets	26017.323	26123.953	25694.849
TOTAL	31498.681	30896.665	30110.683

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2013	31.12.2012	31.12.2011
	SALES
		Income	25461.474	26264.347	23758.810
		Other Income	2009.686	1973.470	1596.229
		TOTAL	27471.160	28237.817	25355.039
Less	EXPENSES
		Cost of Materials Consumed	5385.674	4378.090	4312.354
		Purchases of Traded Goods	6700.011	6074.549	5333.671
		Changes in inventories of finished goods, work-in-progress and Traded Goods	-507.471	525.864	-560.905
		Employees benefits expense	3620.485	2955.155	2783.631
		Other expenses	5041.990	4178.001	4066.232
		Exceptional Items	-261.546	1482.170	3225.414
		TOTAL	19979.143	19593.829	19160.397
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		7492.017	8643.988	6194.642
Less/ Add	DEPRECIATION/ AMORTISATION		198.814	178.393	204.078
	PROFIT/ (LOSS) BEFORE TAX		7293.203	8465.595	5990.564
Less	TAX		2274.379	2693.006	1684.522
	PROFIT/ (LOSS) AFTER TAX		5018.824	5772.589	4306.042
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		11429.460	11105.915	11645.281
Less	APPROPRIATIONS
		Proposed Dividend	4235.150	4235.150	3811.635
		Tax on Dividend	711.925	636.635	603.169
		Transfer to General Reserve	501.882	577.259	430.604
	BALANCE CARRIED TO THE B/S		10999.327	11429.460	11105.915
	EARNINGS IN FOREIGN CURRENCY
		F.O.B. value of exports including through merchant exporters	94.688	195.929	365.064
		Recovery of expenses	3.686	4.643	3.230
		Clinical research and data management	436.602	454.118	409.617
		Research and development	0.000	0.000	6.625
		Others	90.501	60.467	14.187
	TOTAL EARNINGS		625.477	715.157	798.723
	IMPORTS
		Raw and packing materials	957.543	602.491	706.109
		Traded Goods	2045.585	1423.377	1088.738
		Components and spare parts for machinery	0.000	0.000	1.521
		Capital Goods	155.966	126.483	76.471
	TOTAL IMPORTS		3159.094	2152.351	1872.839
	Earnings / (Loss) Per Share (Rs.)		59.25	68.15	50.84

QUARTERLY RESULTS

PARTICULARS	31.03.2014	30.06.2014	30.09.2014	31.12.2014
Type	1^stQuarter	2^nd Quarter	3^rd Quarter	4^th Quarter
Net Sales	6098.500	6598.000	7467.600	6508.600
Total Expenditure	5022.500	5455.900	5818.200	5361.900
PBIDT (Excl OI)	1076.000	1142.100	1649.400	1146.700
Other Income	448.800	398.400	357.000	377.700
Operating Profit	1524.800	1540.500	2006.400	1524.400
Interest	0.000	0.000	0.000	0.000
Exceptional Items	0.000	0.000	0.000	(460.700)
PBDT	1524.800	1540.500	2006.400	1063.700
Depreciation	42.500	50.100	54.900	58.500
Profit Before Tax	1482.300	1490.400	1951.500	1005.200
Tax	516.900	507.500	664.800	552.200
Provisions and contingencies	0.000	0.000	0.000	0.000
Profit After Tax	965.400	982.900	1286.700	453.000
Extraordinary Items	0.000	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000	0.000
Net Profit	965.400	982.900	1286.700	453.000

KEY RATIOS

PARTICULARS		31.12.2013	31.12.2012	31.12.2011
Net Profit Margin (PAT/Sales)	(%)	19.71	21.98	18.12
Operating Profit Margin (PBDIT/Sales)	(%)	29.42	32.91	26.07
Return on Total Assets (PBT/Total Assets}	(%)	24.74	29.17	21.16
Return on Investment (ROI) (PBT/Networth)		0.36	0.42	0.31
Debt Equity Ratio (Total Debt/Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		2.95	3.13	2.99

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.12.2011	31.12.2012	31.12.2013
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	847.030	847.030	847.030
Reserves & Surplus	18352.318	19253.122	19324.871
Net worth	19199.348	20100.152	20171.901
long-term borrowings	45.933	41.424	36.050
Short term borrowings	0.000	0.000	0.000
Total borrowings	45.933	41.424	36.050
Debt/Equity ratio	0.002	0.002	0.002

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.12.2011	31.12.2012	31.12.2013
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	23758.810	26264.347	25461.474
		10.546	(3.057)

NET PROFIT MARGIN

Net Profit Margin	31.12.2011	31.12.2012	31.12.2013
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	23758.810	26264.347	25461.474
Profit	4306.042	5772.589	5018.824
	18.12%	21.98%	19.71%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	No
8]	No. of employees	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	Yes
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

UNSECURED LOANS

PARTICULAR	31.12.2013 (Rs. In Million)	31.12.2012 (Rs. In Million)
LONG TERM BORROWINGS
Interest free sales tax loan from SICOM Limited	36.050	41.424
Total	36.050	41.424

NOTE

Interest free Sales Tax Loan from SICOM Limited as at 31^st December, 2013 of Rs. 41.424 Million (Previous year – Rs. 45.933 Million) includes Rs. 0.480 Million (Previous year – Rs. 2.094 Million) availed under the 1988 Sales Tax deferment Scheme repayable in one installment, closing on 31st January, 2014 and Rs. 40.944 Million (Previous year – Rs. 43.839 Million) under the 1993 Sales Tax deferment Scheme repayable in twenty seven instalments closing on 30th April, 2021. The current maturity amount of Rs. 5.374 Million (Previous year – Rs. 4.509 Million).

LITIGATION DETAILS

HIGH COURT OF BOMBAY
CASE DETAILS
BENCH:- BOMBAY
LODGING NO:- SJL/66/2012		FILING DATE:- 15/02/2012		REG. NO.: SJ/66/2012		REG. DATE: 15/02/2012
MAIN MATTER
LODGING NO.:		SSL/1760/2011		REG. NO.:		SS/2899/2011
PETITIONER:-	RESONANCE SPECIALITIES LTD.		RESPONDENT:-		GLAXOSMITHKLINE PHARMACEUTICALS LIMITED
PETN.ADV:-	VANDAMA D. JAISING (0)
DISTRICT:-	MUMBAI
BENCH:-	SINGLE
STATUS:-	TRANSFERRED		CATEGORY:-		SUMMONSES FOR JUDGEMENT
TRANSFER DATE:-	03/10/2012		REMARKS:-		TRANSFERRED TO CITY CIVIL COURT
ACT:-	CODE OF CIVIL PROCEDURE 1908

INDEX OF CHARGES

S. No.	Charge Id	Date Of Charge Creation/Modification	Charge Amount Secured	Charge Holder	Address	Service Request Number (Srn)
1	90227070	20/09/2004	1,300,000,000.00	UTI Bank Limited	Royal Accord - Iv; Lokahandwala Complex, Andheri West, Mumbai, Maharashtra, India	-
2	90231657	13/07/1989	218,700,000.00	The Hongkong And Shanghai Banking Corporation Limited	52/60; Mg Road, Mumbai, Maharashtra, India	-

GENERAL INFORMATION

The Company is a public limited company and is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The Company is engaged interalia, in the business of manufacturing, distributing and trading in pharmaceuticals.

MANAGEMENT DISCUSSION AND ANALYSIS

FINANCE AND ACCOUNTS

Sale of Products (net of Excise Duty) declined by 3.1% as compared with the previous year, with sales of the Pharmaceutical business being lower than last year by 4.3%. The introduction of the revamped Drugs (Prices Control) Order extending coverage to the National List of Essential Medicines impacted sales in the second half of the year. The Pharmaceuticals business was also affected by significant supply constraints through the year. In addition, during the second half of the year, a segment of the trade did not buy the Company’s products and the Company believes that, having regard to its internal plans, it would have lost a sales opportunity on this account in the region of Rs.180 crores. The maximum impact of the above developments was felt in the Mass Markets and Mass Speciality businesses, each of which declined by 12% compared to last year. Sales in the Speciality segments which include dermatologicals and oncology grew by 9%, and Vaccines sales recorded a growth of 12% compared to the previous year.

The above factors, coupled with material cost escalations and the adverse exchange rate movement, had its inevitable impact on Gross Margin which declined by 9.3% compared to last year. Incremental investments were required on the manufacturing side in manpower and other spends and in costs associated with outsourcing finished products from third parties. Field force recruitment was restricted to segments that required resourcing for growth. Significant investments were made for the consumer brands lodex and Ostocalcium which are managed by GSKs Consumer Healthcare business in India. Profit after Exceptional items and Tax amounted to 20% of Net Sales (previous year: 22%) and declined by 13.1% as compared to the previous year.

Cash generation from Operations continued to remain favourable this year and is in line with business performance. The Company continues to look for ways and means of deploying accumulated cash balances which remain invested largely in bank deposits. The Company has not accepted any fixed deposits during the year. There was no outstanding towards unclaimed deposit payable to depositors as on 31st December 2013.

PHARMACEUTICALS BUSINESS PERFORMANCE AND OUTLOOK

The Company continues to enjoy a leadership position in the therapy areas in which it provides health care solutions to patients.

The Company has strategically decided to expand its presence in the Specialty segment six years back. The initiative continues to reflect in its outcome. The growing trend from Specialty contribution to Sales continued in 2013 and has reached 23%.

The Companys leadership in the therapeutic area of Dermatology has been maintained. In clinical dermatology, most of the steroid products like Betnovate N, Betnovate C, T Bact, Tenovate and the cosmetology products like Ansolar and Oilatum sustained market competitive growth, thereby benefiting increased number of patients.

The Companys Oncology divisions vision to improve patient care in cancer management by offering access to breakthrough medicine from GSKs pipeline at an affordable price (Tiered Pricing Policy) has benefited almost six thousand patients with their range of products – Tykerb, Hycamtin, Revolade and Votrient in 2013. The Company has also initiated two patient support and management programs “Swasti” for Tykerb and Votrient to enhance patients access. Patient care is the basic mantra of Oncology and the mission has reflected in its competitive performance, ranked as the 6th largest MNC in Oncology segment. In June 2013, the Company has launched XGEVA licensed from Amgen, USA for the prevention of SRE (Skeletal Related Events) in the management of bone metastasized solid tumors. The XGEVA launch has helped treat more than one thousand patients within six months of its introduction. Oncology divisions ability to differentiate from competition has reflected in an independent survey conducted by McCANN Health and GFK in the Asia Pacific Region which rated the Company as the number one company to provide medical education to Health Care Providers especially, Oncologists, Diabetologists and Consulting Physicians.

The Companys Cardio Vascular presence was strengthen by launching “Cardio Check” in the diagnostics segment. The device helps establish the patients lipid profile in a few minutes. The point of care addresses the unmet need of the physician to diagnose the lipid profile in the Doctors clinic itself to improve the patient outcome. This strategic expansion is aimed at improving the Companys equity among the physicians in the cardiology segment.

This will help the Company to leverage for its existing range of products. The revitalised Respiratory division focus has become strong with the launch of a dose counter supported Seretide Evohaler. The new product has achieved 5% of the market share in the SFC Inhaler segment in 2013. The Company’s recently launched CNS division has begun making its impact with Lamictal becoming the 3rd largest prescribed Lamotrogine in treating

Anti Epileptic Disease as per SMSRC Prescription Track.

The Mass Speciality business saw constraints on Augmentin on account of limitations at the site of the overseas supplier. Limitations of supply from a local contract manufacturer impacted the antibiotic Ceftum in the first half of the year. Sustained and focused efforts have helped the Mass Speciality business record a market competitive growth in the prescriber base resulting in benefits to a larger pool of patients.

Market competitive growth has helped some dosage forms of Augmentin to record significant gain in share, thereby benefiting a much larger patient pool. To help patients with hypothyrodism, two additional put ups of Eltroxin were launched and were well received by patients and prescribers. A focused campaign to increase awareness of congenital hypothyroidism has helped increase disease awareness and resulted in early treatment of patients, thereby enabling better patient outcomes.

The need for calcium supplements is a growing problem arising out of improper nutrition and limited outdoor activity in urban India. To service this growing need, the Company has launched CCM and this brand has rapidly become the 2^nd largest product in the therapeutic area. It has also in the current year become one of the top three hundred products in the Pharmaceutical Industry in India. To help patients afflicted by allergic rhinitis, the Company has launched Avamys, a leading health solution from GSK plc’s portfolio. It has been well received by the patients and the prescribers and has rapidly become the 2nd largest brand in its relevant market in the first year of introduction.

Serious fungal infections in the intensive care setting are a barrier to treatment of patients. Mycamine which was launched by the Company a few years ago has become the 2nd largest product in this therapeutic area among twenty six offerings with competitive increase in market share.

Mass Markets service the largest patient pool of the Company. New offerings like Uricostat in the treatment of gout, Cefspan, an anti-infective, Lilo, a statin for lowering blood cholesterol and the nutritional range (being marketed by the Company on behalf of GSKs Consumer business) have all recorded significant acceptance by the patients and the prescribers alike. To meet the increasing healthcare needs of rural India, the rural tem “Reach” continued to expand its patient base as the portfolio of products offered to patients in these geographies continued to expand. This team now services six thousand villages and twenty thousand healthcare professionals. The Companys efforts at increasing the knowledge base of healthcare professionals in these geographies continued and 140 programs were conducted for the benefit of healthcare professionals in these geographies. Calpol continues to remain the most prescribed brand in the Indian Pharmaceutical Industry.

In the area of preventive healthcare, GSK Vaccines became the leading company in the private market for vaccines in India. The recently introduced vaccine for pneumococcal conjugate disease, Synflorix, became the biggest brand in the vaccine portfolio of the Company in the second year of its launch. The efforts of the Company in raising awareness about vaccines preventable diseases continued with increasing fervour.

Exports recorded a sales turnover of Rs. 9.5 crores comprising of both Bulk Drugs and Formulations. Exports of Bulk Drugs were to major markets like Japan, France, Jordan, and Sri Lanka.

SUPPLY CHAIN

MANUFACTURING

The India manufacturing operations continues its journey on the road-map and defined long term strategy. Capacity expansion project of Eltroxin have been started at the Nashik site. The Company continues to work on building capacities through dual sourcing for key products. The Nashik site is continuously building capabilities through productivity, OEE improvements, recruitment of professionals, specifically in Quality, EHS and Manufacturing, as well as recruitment of fresh diploma engineers on the shop floor. High speed Ointment filling and packing line was installed and commissioned during the year. The Nashik site continues to deliver for Government Tenders which are highly customised packs, and is geared up for implementation of Serialisation requirements as mandated by Government for Export products.

MANUFACTURING EXCELLENCE

The Nashik Site is working on various regional initiatives like operations excellence programme, End to End Supply chain, performance management systems in line with Global Manufacturing and Supply initiatives.

In line with Global Best Practices in the area of Manufacturing and Supply chain, the Company has been working on strategy deployment, performance management, lean leadership, visual factory, gemba with purpose etc. Through strategy deployment, the Nashik site is striving to engage everybody and aligning the collective efforts of everyone with the site roadmap to deliver the business goals. Several improvement projects have been identified related to OEE improvement, cost reduction, productivity improvement, quality and safety improvement which are in progress. The Nashik site achieved a new landmark in supporting patient requirements by recording the highest production in the dermatology range of 128 Mn tubes.

LOGISTICS

In line with business needs, the focus continued on base capability build up, infrastructure development, standardizing the way of working and making progress in their performance system and governing mechanism. The year saw the enhancement in cool storage capability, complete Corporate Security and Investigations (CSI) review of business partners, roll out of various quality and customer connect programs. There was an external challenge of implementing the new DPCO within 45 days and detailed planning and execution ensured compliance.

CONTINGENT LIABILITIES:

PARTICULARS	31.12.2013 (Rs. In Million)	31.12.2012 (Rs. In Million)
(i) Cheques discounted with banks	15.684	48.458
(ii) In respect of claims made against the Company not acknowledged as debts by the Company
- Sales tax matters	341.665	307.486
- Excise matters	59.330	59.264
- Service tax matters	12.920	12.920
- Labour matters	628.149	568.379
- Other legal matters	220.155	220.155
which net of current tax amount to	833.191	789.180
(iii) Income-tax matters in respect of which appeals are pending - Tax on matters in dispute	1997.077	1067.290
Notes: Future cash outflows in respect of (i) above are dependant on the return of cheques by banks. Future cash outflows in respect of (ii) and (iii) above are determinable on receipt of decisions / judgements pending with various forums / authorities.

STATEMENT OF STANDALONE UNAUDITED RESULTS FOR THE QUARTER AND TWELVE MONTHS ENDED 31ST DECEMBER, 2014

(Rs. in Million)

Particulars	3 Months Ended 31.12.2014	Preceding 3 Months Ended 30.09.2014	12 months ended 31.12.2013
	(Unaudited)
Income from Operations
Net Sales (net of excise duty)	6461.500	7389.800	26399.400
Other Operating Income (net of expenses relating to service income)	47.100	77.800	273.300
Total Income from Operations (net)	6508.600	7467.600	26672.700
Expenses
Cost of materials consumed	1644.700	1770.400	6023.600
Purchases of stock-in-trade	1568.400	1418.600	6566.500
Changes in inventories of finished goods, work-in-progress and stock-in-trade	(346.900)	246.900	(169.100)
Total materials consumed	2866.200	3435.900	12421.000
Employee benefits expense	1059.700	995.000	3916.600
Depreciation	58.500	54.900	206.000
Other expenses	1588.600	1479.800	5802.800
Expenses relating to service income	(152.600)	(92.500)	(481.900)
Total operating expenses	2554.200	2437.200	9443.500
Total expenses	5420.400	5873.100	21864.500
Profit from Operations before Other Income and Exceptional Items	1088.200	1594.500	4808.200
Other Income	377.700	357.000	1581.900
Profit from ordinary activities before Exceptional Items	1465.900	1951.500	6390.100
Exceptional Items	(460.700)	--	(460.700)
Profit from ordinary activities before tax	1005.200	1951.500	5929.400
Tax Expense	552.200	664.800	2241.400
Net Profit from ordinary activities	453.000	1286.700	3688.000
Paid-up Equity Share Capital (Face value per share Rs. 10)	847.000	847.000	847.000
Reserves excluding Revaluation Reserves	--	--	--
Earnings Per Share (EPS) (of Rs. 10 each) (not annualised)
Basic and diluted EPS (Rs.)	5.30	15.20	43.50
PART II
A. PARTICULARS OF SHAREHOLDING
Public Shareholding
Number of shares	21175755	21175755	21175755
Percentage of shareholding	25.00%	25.00%	25.00%
Promoters and promoter group Shareholding
(a) Pledged/Encumbered
- Number of shares	Nil	Nil	Nil
- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	Nil	Nil	Nil
- Percentage of shares (as a % of the total share capital of the company)	Nil	Nil	Nil
(b) Non-encumbered
- Number of shares	63527262	63527262	63527262
- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	100%	100%	100%
- Percentage of shares (as a % of the total share capital of the company)	75.00%	75.00%	75.00%

Particulars	3 Months Ended 31.12.2014
B. INVESTOR COMPLAINTS [Nos.]
Pending at the beginning of the quarter	19
Received during the quarter	6
Disposed of during the quarter	20
Remaining unresolved at the end of the quarter	5

NOTE

1. Net Sales of the Pharmaceuticals business grew by 1.2% during the quarter ended 31st December 2014, as compared to the corresponding quarter in the previous year. The quarterly performance was impacted by supply constraints.

On 22nd April 2014, GlaxoSmithKline Plc (GSK), London, UK, entered into an inter-conditional agreement with Novartis AG (Novartis), Basel, Switzerland where GSK (i) will acquire the Novartis’s Vaccines Business and manufacturing capabilities and facilities from Novartis, and (ii) GSK sell the rights to its Marketed Oncology Portfolio, related R&D activities and AKT Inhibitors currently in development to Novartis.

2. In connection to the above transactions, the Board in its meeting held on 12th February 2015, approved the transactions on an Asset Sale basis with Novartis Healthcare Private Limited, a private unlisted Company incorporated under the Companies Act 1956. Pursuant to the global deal, the Company will have its distribution rights terminated for the oncology portfolio in return for accessing the distribution rights of the acquired vaccines portfolio. The transaction would be profit neutral for the Company.

The closing of the asset sales between the companies is subject to the receipt of all applicable legal and regulatory approvals, consent, permissions and sanctions as may be necessary from concerned authorities, as well as the closing of the global transactions between GSK and Novartis.

3. Exceptional Items for the three months and twelve months ended 31st December, 2014 includes a charge of Rs. 303.700 Million for the rationalisation of capital assets for one of the dosage forms at the Nashik manufacturing facility, and Rs. 157.000 Million towards actuarial loss on employee benefits, due to change in actuarial assumptions. (Previous year ended 31^st December, 2013 - Actuarial gain of Rs. 15.300 Million)

4. The Company has only one reportable segment which is Pharmaceuticals. Accordingly, no separate disclosures of segment information have been made.

5. The above Results were reviewed by the Audit Committee and were thereafter approved by the Board of Directors at their respective meetings held on 12th February, 2015.

6. The Board of Directors of the Company at its meeting held on November 06, 2014, decided to change the financial year of the Company from January - December to April - March. Accordingly the Company’s the next Annual Accounts and Report will be for a period of fifteen months i.e. from January 01, 2014 to March 31, 2015.

7. The statutory auditors have carried out a limited review of the standalone results for the quarter ended 31st December 2014.

8. The figures for 2013 have been regrouped wherever necessary to facilitate comparison.

FIXED ASSETS

Tangible Assets

· Freehold land

· Leasehold land

· Freehold buildings

· Leasehold buildings

· Plant and equipment

· Furniture and fixtures

· Vehicles

· Office Equipment

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.63.20
UK Pound	1	Rs.97.01
Euro	1	Rs.69.34

INFORMATION DETAILS

Information Gathered by :	HNA
Analysis Done by :	KAR
Report Prepared by :	NKT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	9
PAID-UP CAPITAL	1~10	8
OPERATING SCALE	1~10	9
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	9
--PROFITABILITY	1~10	9
--LIQUIDITY	1~10	9
--LEVERAGE	1~10	9
--RESERVES	1~10	9
--CREDIT LINES	1~10	9
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		80

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.