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Marico
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Explore Marico connections « Mar 10
Notes to Accounts Year End : Mar '11
1) The Company and nature of its operations:
 
 Marico Limited (Marico or the Company), headquartered in Mumbai,
 Maharashtra, India, carries on business in Branded Consumer Products.
 Marico manufactures and markets products under brands such as
 Parachute, Nihar, Saffola, Hair & Care, Revive, Shanti, Oil of Malabar,
 Mediker and Manjal. Marico’s products reach its consumers through
 retail outlets serviced by Marico’s distribution network comprising
 regional offices, carrying & forwarding agents, redistribution centers
 and distributors spread all over India.
 
 2) a) Contingent liabilities not provided for in respect of:
 
 (i) Disputed tax demands/ claims:
  
                                                             Rs. Crore
 
                                    March 31, 2011     March 31, 2010
 
 Sales tax                               17.24             6.08
 
 Customs duty                             0.40             0.40
 
 Agricultural Produce Marketing cess      8.14             7.93
 
 Employees State Insurance Corporation    0.13             0.13
 
 Excise duty on Subcontractors            0.29             0.24
 
 (ii) Excise duty on CNO dispatches Rs. 210.74 Crore (Rs.131.57 Crore)
 (Refer note 25 below)
 
 (iii) Claims against the Company not acknowledged as debts Rs. 0.27
 Crore (Rs.0.22 Crore)
 
 (iv) Possible indemnification obligations under the Deed of Assignment
 for assignment of Sweekar brand, in the event the Company is unable
 to reinstate the trademark registration number in the records of the
 trademark registry within a period of six months from the date of
 execution of the deed - Rs. 4.00 Crore (Refer note 24 below).
 
 b) (i) Corporate guarantees given to banks on behalf of subsidiaries
 for credit and other facilities granted by banks Rs.  137.44 Crore
 (Rs.41.40 Crore) . The credit and other facilities availedby the
 subsidiaries as at the year end is Rs.  59.04 Crore (Rs.7.02 Crore)
 
 (ii) Stand by Letter of Credit given to banks on behalf of subsidiaries
 for credit and other facilities granted by banks Rs.108.47 Crore
 (Rs.76.45 Crore). The credit and other facilities availed by the
 subsidiaries as at the year end is Rs. 96.65 Crore (Rs. 54.14 Crore)
 
 (iii) Bank guarantees given to statutory authorities Rs. 12.26 Crore
 (Rs.7.08 Crore)
 
 c) Amount outstanding towards Letters of Credit Rs. Nil (Rs. 2.81
 Crore)
 
 4) Estimated amount of contracts remaining to be executed on capital
 account and not provided for Rs. 54.48 Crore (Rs. 21.22 Crore) net of
 advances.
 
 5) Borrowing costs capitalized during the year amount to Rs. 0.42 Crore
 (Rs. 2.83 Crore).
 
 6) Miscellaneous income includes lease income Rs. 0.39 Crore (Rs.0.43
 Crore), profit on sale / disposal of assets (net) Rs. 0.08 Crore
 (Rs.0.09 Crore), royalty from subsidiaries Rs. 6.84 Crore (Rs. 6.56
 Crore) and export subsidy Rs. 3.54 Crore (Rs.1.00 Crore).
 
 7) Miscellaneous expenses include labour charges Rs. 4.53 Crore (Rs.
 2.06 Crore), training and seminar expenses Rs. 4.62 Crore (Rs. 3.47
 Crore), outside services Rs. 2.22 Crore (Rs. 2.21 Crore) and
 professional charges Rs. 18.34 Crore (Rs.  13.42 Crore),donations Rs.
 0.04 Crore (Rs. 0.43 Crore) and capital advance written off Rs. 1.00
 Crore and are net of excess provisions no longer required written back
 Rs. 1.96 Crore ( Rs. 7.54 Crore) [including Impairment provision of Rs.
 1.03 Crore (Rs.1.20 Crore)].
 
 8) Research and Development expenses aggregating Rs. 7.53 Crore (Rs.
 7.54 Crore) have been included under the relevant heads in the Profit
 and Loss account.
 
 10) Additional information on assets taken on lease:
 
 The companys significant leasing arrangements are in respect of
 residential flats, office premises, warehouses, vehicles etc taken on
 lease. The arrangements range between 11 months to 3 years and are
 generally renewable by mutual consent or mutually agreeable terms.
 Under these arrangements refundable interest-free deposits have been
 given.
 
 11) Additional information on assets given on operating lease:
 
 The Company has given on lease certain plant & machinery for a lease
 period ranging between 1 to 3 years. These arrangements are in the
 nature of cancelable lease and are generally renewable by mutual
 consent or mutual agreeable terms.
 
 *Converted into the exchange rate at the year end.
 
 **Out of the forward contracts outstanding as on March 31, 2011, USD
 11,000,000 (USD 6,307,775), AUD 297,898 (AUD 600,000), having fair
 value of Rs. 52.01 Crore (Rs. 31.19 Crore) and all outstanding option
 contracts as on March 31, 2011, having fair value of Rs. Nil (Rs. 1.01
 Crore ) have been designated as Cash Flow hedges.
 
 - The Company has entered into Interest rate swap of USD 8,750,000 (USD
 4,583,333), for hedging its interest rate exposure on borrowings in
 foreign currency which has a fair value of Rs. 0.34 Crore (Rs. 0.63
 Crore).
 
 - The Cash flows are expected to occur and impact the Profit and Loss
 account within the period of 1 year except interest rate swap, in
 respect of which Cash Flows are expected to occur and impact the Profit
 and Loss account within the period of 1 to 2 years (1 to 3 years).
 
 - All the derivative contracts entered by the Company were for hedging
 purpose and not for any speculative purpose.
 
 c) Pursuant to the Announcement of the Institute of Chartered
 Accountants of India’s (ICAI) Accounting for Derivatives on
 encouraging the early adoption of Accounting Standard (AS) 30,
 Financial Instruments: Recognition and Measurement, the Company had,
 during the year ended March 31, 2009, decided an early adoption of AS
 30 to the extent it does not conflict with existing mandatory
 accounting standards and other authoritative pronouncements, Company
 Law and other regulatory requirements. Accordingly the net unrealised
 gain/(loss) of Rs. 4.99 Crore [P.Y Rs. 2.81 Crore] in respect of
 outstanding derivative instruments and foreign currency loans at the
 year end which qualify for hedge accounting, is standing in the ‘Hedge
 Reserve Account’, which would be recognised in the Profit and Loss
 account when the underlying transaction or forecast revenue arises.
 
 16) Segment Information
 
 The Company has only one reportable segment in terms of Accounting
 Standard 17 (AS 17) ‘Segment Reporting’ mandated by Rule 3 of the
 Companies (Accounting Standard) Rules 2006, which is manufacturing and
 sale of consumer products and geographical segments are insignificant.
 
 17) a) Employee Stock Option Scheme 2007
 
 The Corporate Governance Committee of the Board of Directors of Marico
 Limited has granted Stock Options to certain eligible employees
 pursuant to the Marico ‘Employees Stock Options Scheme 2007’. Each
 option represents 1 equity share in the Company. The Vesting period and
 the Exercise Period both range from 1 year to 5 years. Pursuant to
 exercise of 5,073,850 (325,700) options during the year, the issued and
 subscribed share capital has increased by Rs.  0.51 Crore (Rs.0.03
 Crore) to Rs. 61.44 Crore (Rs. 60.93 Crore) and Securities Premium
 account has increased by Rs.  28.20 Crore (Rs. 1.80 Crore) to Rs. 43.50
 Crore (Rs. 15.30 Crore). The options outstanding as on the Balance
 sheet date correspond to about 0.39% (1.28%) of the current paid up
 equity capital of the Company.
 
 b) The Corporate Governance Committee has granted stock appreciation
 rights to certain eligible employees pursuant to the Company’s Employee
 Stock Appreciation Rights Scheme, 2011(Scheme) . The vesting period
 under the Scheme is from March 28, 2011 to September 30, 2013. Under
 the Scheme, the respective employees are entitled to receive excess of
 the maturity price over the grant price subject to fulfillment of
 certain conditions. The stock appreciation rights equivalent to
 2,874,000 shares were granted to employees which were outstanding as at
 the year end and difference between the market price of Company’s
 shares as at the year end and the grant price is recognized over the
 vesting period amounting to Rs. 0.02 Crore in the Profit and Loss
 account.
 
 1.  The above remuneration to Chairman and Managing Director does not
 include contribution to Gratuity Fund and provision for Leave
 encashment, as these are lump sum amounts for all relevant employees
 based on actuarial valuation.
 
 2.  Since no commission is payable during the year, computation of net
 profits for the year under section 198 of the Companies Act, 1956 has
 not been given.
 
 20) The Following table sets forth the funded status of the plan and
 the amounts relating to gratuity and leave encashment recognized in the
 Company’s Financials:
 
 *The expected rate of return on plan assets is based on expectation of
 the average long term rate of return expected on investment of the fund
 during the estimated term of the obligations.
 
 **The estimates of future salary increases, considered in actuarial
 valuation, take account of inflation, seniority, promotion, and other
 relevant factors such as supply and demand factors in the employment
 market. The expected rate of return on plan assets is based on the
 current portfolio of assets, investment strategy and market scenario.
 
 B.  Privileged leave (Compensated Absence for Employees):
 
 The Company permits encashment of privileged leave accumulated by its
 employees on retirement and separation. The liability for unexpired
 leave is determined and provided on the basis of actuarial valuation at
 the Balance Sheet date.  The privileged leave liability is not funded.
 
 C.  Defined contribution plan :
 
 The Company has recognised Rs. 5.11 Crore (Rs. 5.03 Crore) towards
 contribution to provident fund, Rs 0.56 Crore (Rs. 0.64 Crore) towards
 contribution to superannuation fund and Rs. 0.23 Crore (Rs. 0.18 Crore)
 towards employee state insurance plan in Profit and Loss account.
 
 21) The Guidance Note on implementing AS 15, Employee benefits (revised
 2005) issued by Accounting Standards Board (ASB) states that benefits
 involving employer-established provident funds, which require interest
 shortfalls to be recompensed, are to be considered as defined benefit
 plans. Pending the issuance of the guidance note from the Actuarial
 Society of India, the Company’s actuary has expressed an inability to
 reliably measure provident fund liabilities. Accordingly, the Company
 has accounted for the same as a defined contribution plan. However, as
 permitted by the circular number 2009/104919 issued by the Employees’
 Provident Fund Organization, the interest shortfall can be adjusted
 against the Reserve available with the trust. Based on the unaudited
 financial statements of the fund as at March 31, 2011, the Reserve
 available with the fund are adequate to cover interest shortfalls
 arising till the said date. Hence no provision for liability is
 required to be created on such interest shortfall as on March 31, 2011.
 
 This information as required to be disclosed under the Micro, Small and
 Medium Enterprises Development Act, 2006 has been determined to the
 extent such parties have been identified on the basis of information
 available with the Company.
 
 23) a) Secured Debentures represent 300 8.25% Rated Taxable Redeemable
 Non- convertible Debentures of Face Value Rs. 10 lakhs each,
 aggregating to Rs. 30.00 Crore which were issued on May 8, 2009 and are
 redeemable at par after 3 years. As per the terms of the issue Put /
 Call option is available with the Investor / Company at the end of 2
 years.  These debentures are listed on the National Stock Exchange.
 
 b) During the year, on March 30, 2011, The Company has issued 500
 10.05% Rated Taxable Unsecured Redeemable Non-convertible debentures of
 face value of Rs. 10 lakhs each aggregating to Rs. 50.00 Crore which
 are redeemable at par after 30 months. These debentures have been
 listed on the National Stock Exchange after the Balance Sheet date.
 
 24) During the year, on March 25, 2011, the Company divested its edible
 oil brand Sweekar to Cargill India Private Limited for a
 consideration of Rs. 50.00 Crore The divestment comprised assignment of
 trademark, designs, copyrights as also a non-compete agreement and
 limited period licensing for some of the intellectual rights. The
 profit arising from this divestment aggregating Rs. 50 Crore has been
 reflected as part of Exceptional Items in the Profit and Loss account
 (Refer Note 13 above).
 
 25) During the year ended March 31, 2010, the Company had made a
 provision of Rs. 29.35 Crore towards 75% of possible excise duty
 obligation which may arise in the event of unfavorable outcome of the
 matter in respect of coconut oil packed in container size up to 200ml
 and cleared on and after June 3, 2009, which is being contested by the
 Company. Based on the facts of the case and the legal opinion obtained
 in this regard, the Company had made an assessment that the probability
 of success in the matter is more likely than not. In terms of
 Accounting Standard (AS) 29 Provisions, Contingent Liabilities and
 Contingent Assets, the possible obligation on this account could be in
 the nature of contingent liabilities, which need not be provided for in
 the accounts. Pending outcome of the matter, the Company had made the
 aforesaid provision in the accounts for the year ended March 31, 2010.
 The Management had, while finalizing financial results for the quarters
 ended June 30, 2010, September 30, 2010 and December 31, 2010,
 continued to make provision on the said basis and had provided Rs.
 26.61 Crore for the first nine months ended December 31, 2010.
 
 The Auditors had qualified their audit report for the year ended March
 31, 2010 and the limited review reports for the said quarter to the
 effect that the said provisioning was not in accordance with the
 requirements of AS 29.
 
 As at March 31, 2011, the Company has reviewed the matter again and has
 taken a legal opinion, which has reaffirmed the earlier assessment that
 the probability of success in the matter is more likely than not.
 Considering the continued strength of the Company’s case, the Company
 has, during the year, reversed the entire provision of Rs. 29.35 Crore
 and Rs. 26.61 Crore made during the year ended March 31, 2010 and
 during the nine months ended December 31, 2010 respectively, having
 regard to the fact that the said provision was not in accordance with
 the requirements of AS 29. The reversal of the provision pertaining to
 the year ended March 31, 2010 aggregating to Rs. 29.35 Crore has been
 included under the head Exceptional Items in the Profit and Loss
 account. Further, deferred tax asset of Rs. 9.75 Crore created during
 the year ended March 31, 2010 has been reversed and included in
 Deferred Tax charge for the year in the Profit and Loss account.
 Provisions of Rs.  26.61 Crore made in the first nine months ended
 December 31, 2010 were reversed in the quarter ended March 31, 2011,
 which has no impact for the results of the full year ended March 31,
 2011.
 
 Consequentially, the possible excise duty obligation of Rs. 88.97 Crore
 for clearances made after June 03, 2009 till March 31, 2011 and Rs.
 121.77 Crore for clearances made prior to June 03, 2009 has been
 disclosed as Contingent Liability to the extent of the time horizon
 covered by show-cause notices issued by the excise department within
 the normal period of one year (from the date of clearance) under the
 excise laws.
 
 Had the Company continued to make provisions on the same basis as in
 the previous year, the Profit before tax and Exceptional Items for the
 year would have been lower by Rs.37.38 Crore. Further, balances as at
 March 31, 2011 in Deferred Tax Asset and Provisions would have been
 higher by Rs. 21.65 Crore and Rs. 66.73 Crore respectively and balance
 in Reserve and Surplus would have been lower by Rs. 45.08 Crore.
 
 The Company will continue to review this matter during the coming
 accounting periods based on the developments on the outcomes in the
 pending cases and the legal advice that it may receive from time to
 time.
 
 26) During the year, the Company has recognized impairment of
 intangible assets comprising of Trademark relating to Fiancée brand,
 which is used by Egyptian American Investment & Industrial Development
 Company. The Company charges royalty from the said subsidiary for the
 use of Trademark. Having regard to the impairment indicators such as
 losses incurred in the Fiancée business due to multiple factors like
 shifting consumer habits, trade issues, weakening brand strength, etc ,
 the Company has recognized a provision of Rs. 13.88 Crore towards
 Impairment of Fiancée Trademark, which is included in Exceptional
 Items in the Profit and Loss account. The Company has considered
 pre-tax discount rate of 19 % for determining value in use.
 
 27) As at March 31, 2011, Marico Limited (Marico) holds 100 % of the
 Equity Capital of Kaya Limited (Kaya) at a cost of Rs.73.00 Crore
 (Rs.73.00 Crore). The Company has also advanced loans to Kaya of Rs.
 112.92 Crore (Rs. 79.97 Crore). As per the latest audited financial
 statements, Kaya has negative net-worth as at March 31, 2011. The
 management believes that these losses are not reflective of future
 trends and operations of the Company and the Kaya business model
 continues to be robust and offers significant long term growth
 opportunities. Further, the operations of Kaya are expected to improve
 significantly due to positive changes in the economic environment,
 focus on same store growth, expansion of Kaya’s range of services and
 product offerings, savings resulting from cost management initiatives
 and leveraging the synergies from the acquisition of Derma Rx business
 in Singapore (by its wholly owned subsidiary) and by increasing the
 share of product sales in the total business.
 
 Having regard to the above factors, and based on the fundamentals of
 Kaya and its future business plans, the management is of the opinion
 that it is strategically desirable for Marico to continue to support
 Kaya through funding (equity / debt infusion), through either fresh
 funds or conversion of existing loans into equity. Accordingly, the
 management perceives that the erosion in the value of investments in
 Kaya is not other than temporary. Hence, no provision for diminution in
 value is considered necessary in respect of the Company’s investments
 in Kaya or of the loans and advances given to Kaya.
 
 28) The Company has advanced long term loan to its wholly owned
 subsidiary Marico South Africa Consumer Care (Pty) Limited which is
 outstanding at the year ended March 31, 2011. The operations of the
 said subsidiary are classified as ‘Non – integral foreign operations’.
 Accordingly, as per the requirements of Accounting Standard 11 ‘The
 effect of changes in Foreign Exchange Rates’, exchange gain of Rs. 5.74
 Crore (Rs. 3.23 Crore) arising on revaluation of the said loan is
 accumulated in ‘Foreign Currency Translation Reserve’, to be recognized
 as income or expenses in the Profit and Loss account upon disposal of
 the net investment in said subsidiary.
 
 30) (a) The figures in brackets represent those of the previous year
 
 (b) The figures for the previous year have been restated / regrouped
 where necessary to conform to current period’s classification.
 
Source : Dion Global Solutions Limited
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