Page 14 - GlaxoSmithKline Pharmaceuticals AR 2012

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5. Directors’ Responsibility Statement
Your Directors confirm:
(i) that in the preparation of the annual accounts, the applicable accounting standards have
been followed;
(ii) that the Directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the end of the financial year ended
31st December 2012 and of the profit of the Company for that year;
(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors have prepared the annual accounts on a going concern basis.
6. Corporate Governance & Business Responsibility Report
Your Company is part of the GlaxoSmithKline plc group and conforms to norms of Corporate
Governance adopted by them. As a Listed Company, necessary measures are taken to comply
with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance, along
with a certificate of compliance from the Auditors, given in Annexure ‘B’, forms a part of this
Report. Further a Business Responsibility Report, describing the initiatives taken by your Company
from an environmental, social and governance perspective, given in Annexure ‘C’, also forms a
part of this Report.
7. Auditors
Members are requested to re-appoint M/s. Price Waterhouse & Co., Bangalore, Chartered
Accountants, as the Auditors of the Company and authorise the Audit Committee to fix their
remuneration.
Pursuant to the Order issued by the Central Government under Section 233B of the Companies
Act, 1956, the Board of Directors of your Company have appointed M/s. R. Nanabhoy & Co.,
Cost Accountants for conducting the audit of the cost accounting records maintained by the
Company for its Formulations.
8. General
The particulars relating to conservation of energy, technology absorption and foreign exchange
earnings and outgo are given in Annexure ‘A’ forming part of this Report. The particulars
of employees required to be furnished under Section 217(2A) of the Companies Act, 1956,
read with the rules thereunder, forms part of this Report. However, as per the provisions of
Section 219(1)(b)(iv) of the Companies Act, 1956, the reports and accounts are being sent
to all the Shareholders of the Company excluding the statement of particulars of employees.
Any Shareholder interested in obtaining a copy may write to the Company Secretary at the
Registered Office of the Company. Further, attached to the accounts of the Company are the
Report and Audited Accounts of Biddle Sawyer Limited, a subsidiary company.
9. Employees
The Directors express their appreciation for the contribution made by the employees to the
significant improvement in the operations of the Company and for the support received from all
other stakeholders, including shareholders, doctors, medical professionals, customers, suppliers
and business partners.
The Board and the Management of your Company are indeed appreciative of the substantial support
being received from GSK plc, the parent organization, in providing new healthcare solutions which
are products of its discovery labs and the technology improvements which benefits your Company
immensely.
On behalf of the Board of Directors
V. Thyagarajan
Vice-Chairman
Mumbai, 19th February 2013