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.
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