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GlaxoSmithkline Consumer Healthcare Ltd.

BSE: 500676 Sector: Agri and agri inputs
NSE: GSKCONS ISIN Code: INE264A01014
BSE 00:00 | 14 Nov 8866.30 -67.00
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NSE 00:00 | 14 Nov 8868.55 -72.25
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OPEN 8865.55
PREVIOUS CLOSE 8933.30
VOLUME 185
52-Week high 9387.70
52-Week low 6842.05
P/E 33.89
Mkt Cap.(Rs cr) 37,292
Buy Price 8860.00
Buy Qty 3.00
Sell Price 9000.00
Sell Qty 2.00
OPEN 8865.55
CLOSE 8933.30
VOLUME 185
52-Week high 9387.70
52-Week low 6842.05
P/E 33.89
Mkt Cap.(Rs cr) 37,292
Buy Price 8860.00
Buy Qty 3.00
Sell Price 9000.00
Sell Qty 2.00

GlaxoSmithkline Consumer Healthcare Ltd. (GSKCONS) - Auditors Report

Company auditors report

To

The Members of

GlaxoSmithKline Consumer Healthcare Limited

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of GlaxoSmithKlineConsumer Healthcare Limited ("the Company") which comprise the BalanceSheet as at March 31 2018 and the Statement of Profit and Loss (including OtherComprehensive Income) the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and a summary of the significant accounting policies and otherexplanatory information.

Management's Responsibility for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Ind AS financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity of the Company in accordance with the Indian Accounting Standards (IndAS) prescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended and other accounting principles generally accepted inIndia.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder and the Orderissued under section 143(11) of the Act.

We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Ind AS financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with the IndAS and other accounting principles generally accepted in India of the state of affairs ofthe Company as at March 31 2018 and its profit total comprehensive income its cashflows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

d) I n our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the Directors of theCompany as on March 312018 taken on record by the Board of Directors none of theDirectors is disqualified as on March 312018 from being appointed as a Director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its Ind AS financial statements-Refer note 29 to the Ind AS financialstatements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses-Refer note 33 to the Ind AS financialstatements.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company-Refer note 34 to the Ind ASfinancial statements.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Manjula Banerji
Place : Gurugram Partner
Dated : May 11 2018 (Membership No. 086423)

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of GlaxoSmithKlineConsumer Healthcare Limited ("the Company") as of March 31 2018 inconjunction with our audit of the Ind AS financial statements of the Company for the yearended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company

considering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India. These responsibilities include the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the Ind AS financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of Ind AS financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of Ind ASfinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the Company are being made only in accordance withauthorisations of management and

Directors of the Company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorised acquisition use or disposition of the Company's assetsthat could have a material effect on the Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2018 based on the criteria forinternal financial control over financial reporting established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Manjula Banerji
Place : Gurugram Partner
Dated : May 11 2018 (Membership No. 086423)

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a program of verification of fixed assets to cover all the items ina phased manner over a period of three years which in our opinion is reasonable havingregard to the size of the Company and the nature of its assets. Pursuant to the programcertain fixed assets were physically verified by the Management during the year. Accordingto the information and explanations given to us no material discrepancies were noticed onsuch verification.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed provided to us we reportthat the title deeds of immovable properties of land and buildings which are freeholdincluded under the head "Property plant and equipment" are held in the name ofthe Company as at the balance sheet date except for one building having original cost ofRs. 21.74 lakhs and net book value of Rs. Nil for which title deeds are not available withthe Company and four freehold lands having original cost of Rs. 6.06 lakhs and net bookvalue of Rs. 6.06 lakhs for which title deeds are not available with the Company and sevenbuildings having cost of Rs. 123.95 lakhs and net book value of Rs. 73.12 lakhs for whichregistration is pending in the name of the Company.

(ii) As explained to us the inventories including those lying with third parties werephysically verified during the year by the Management at reasonable intervals and nomaterial discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013.

(iv) The Company has not granted any loans made investments or provided guarantees andsecurities and hence reporting under clause (iv) of the Order is not applicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposit during the year within the meaning of Sections 73 to 76 or any otherrelevant provision of the Companies Act 2013 and hence reporting under clause (v) of theOrder is not applicable.

(vi) The maintenance of cost records has not been specified by the Central Governmentunder section 148(1) of the Companies Act 2013.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income-tax Sales Tax Service TaxCustoms Duty Excise Duty Value Added Tax Goods and Service Tax Cess and other materialstatutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income- tax Sales Tax Service Tax Customs Duty Excise Duty ValueAdded Tax Goods and Service Tax Cess and other material statutory dues in arrears as atMarch 31 2018 for a period of more than six months from the date they became payable.

(c) There are no dues of Customs Duty and Goods and Service Tax which have not beendeposited on account of any dispute. Details of dues of Income-tax Sales Tax ServiceTax Excise Duty and Value Added Tax which have not been deposited as on March 31 2018on account of disputes are given below:

Nature of the Statute Forum where the dispute is pending Amount (Rs. in lakhs)# Period to which amount relates
Central Excise Act 1944 Supreme court 5141.93 2001-02 to 2002-03 2008-09 to 2015-16
Customs Excise and Service Tax Appellate Tribunal 223.14 1983-84 to 1985-86 2012-13 to 2014-15
Assistant Commissioner of Central Excise 35.46 1997-98 2014-15 2015-16
Sub-total (A) 5400.53
The Finance Act 1994 Customs Excise and Service Tax Appellate Tribunal 322.20 2005-06 to 2006-07 2009-10 to 2014-15
Commissioner (Appeals) of Central Excise 175.24 2006-07 to 2009-10 2015-16 to 2016-17
Assistant Commissioner of Central Excise 3.51 2016-17
Sub-total (B) 500.95
Sales Tax Entry Tax And Himachal Pradesh High Court 756.30 2015-16 to June 2017
Sales Tax Appellate Tribunal/Revenue Board 239.48 1998-99 to 1999-00 2002-03 2004-05 2006- 07 2008-09 to 2012-13 2014-15 to 2015-16
First Appellate Authorities at various levels 229.19 2003-04 2005-06 2007-08 to 2016-17
Adjudication Level 212.93 2000-012004-05 2010-11 to 2013-14
Sub-total (C) 1437.90
Income Tax Act 1961 Income Tax Appellate Tribunal 925719 Assessment year 2008-09
Income Tax Appellate Tribunal 7784.89 Assessment year 2009-10
Income Tax Appellate Tribunal 16755.07 Assessment year 2010-11
Income Tax Appellate Tribunal 6125.18 Assessment year 2013-14
Sub-total (D) 39922.33
Grand Total= (A+B+C+D 47261.71

The above details exclude appeals made by the department to higher appellateauthorities as there is no stay on the order(s) passed by the lower authorities in favourof the Company and the amount is not ascertainable.

#includes interest and penalty amounts as specified in the demand order and is net ofamount paid under protest.

(viii) The Company has not taken any loans or borrowings from financial institutionsbanks and government or has not issued any debentures. Hence reporting under clause (viii)of the Order is not applicable to the Company.

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans and hence reporting under clause (ix) ofthe Order is not applicable.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no material fraud on the Company by its officersor employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us theCompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable.

(xiii) In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the Ind AS financial statements etc. as required bythe applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsDirectors or Directors of its holding subsidiary or associate Company or personsconnected with them and hence provisions of section 192 of the Companies Act 2013 are notapplicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Manjula Banerji
Place : Gurugram Partner
Dated : May 11 2018 (Membership No. 086423)