1. Capital Commitments
Estimated amount of contracts remaining to be executed on capital
account and not provided for (Net of advances) is Rs 88.63 Million
(Previous year Rs 168.45 Million).
2. Contingent Liabilities
2.1 As at December 31, 2011, the Company has given corporate guarantees
upto Rs 4,572.94 Million (Previous year Rs 3,516.27 Million) to financial
institutions and other parties, on behalf of its subsidiaries. At
December 31, 2011, the subsidiaries had availed facilities from such
financial institutions / were obligated to the parties referred above
for an aggregate amount of Rs 3,672.54 Million (Previous year Rs 3,143.66
Million). The Company''s fixed assets (paripassu second charge) and
certain investments in the respective subsidiaries have been offered as
security in respect of some of these facilities.
2.2 As at December 31, 2011, the Company has disputed tax liabilities
arising from assessment proceedings relating to earlier years from the
income tax authorities amounting to Rs 741.27 Million (Previous year Rs
Nil)
2.3 The Company preferred appeal with the CESTAT against the order of
the Commissioner of Central Excise for disallowing transfer of CENVAT
credit of Rs 3.86 Million (Previous year Rs 3.86 Million) as on the date
of conversion of one of the units of the Company into a 100% EOU.
3. Foreign currency convertible bonds
(a) During the accounting year ending December 31, 2007, the Company
had issued Foreign Currency Convertible Bonds (FCCB), listed in the
Singapore Stock Exchange, amounting to USD 100 Million (Rs 4,070
Million) (FCCB 100 Million) on June 26, 2007. These bonds carry zero
coupon and are to be redeemed on June 27, 2012 (unless converted into
Equity Shares) at 145.058 per cent of the Principal amount.
The bonds may be redeemed in whole, but not in part at the option of
the Company at any time on or after July 18, 2010 and on and prior to
June 20, 2012 with a redemption premium of 7.575 per cent (which is
identical to the gross yield in case of redemption at maturity)
calculated on a semi-annual basis. Any tax cost that may arise on the
bond-holder on redemption is determinable on redemption and would need
to be absorbed by the Company.
The Bonds are convertible at any time on or after August 6, 2007 and up
to the close of business on June 20, 2012 by the holders of the Bonds
into shares at the option of the Bondholder, at an initial conversion
price of Rs 461.553 per share with a fixed rate of exchange of Rs 40.70
per USD on conversion. The bonds are listed on Singapore Exchange
Securities Trading Limited, Singapore.
As permitted by the Reserve Bank of India (RBI), during the year 2009,
the Company bought back FCCB''s with a face value aggregating to USD 20
Million from the outstanding bonds issued under FCCB 100 Million, at a
discount.
As at December 31, 2011, none of the outstanding bonds had been offered
for conversion.
(b) The Company had issued FCCB''s (listed in the Singapore Exchange
Securities Trading Limited, Singapore) to the extent of USD 40 Million
(FCCB 40 Million) during the year ended December 31, 2005. In the year
2009, as permitted by RBI, the Company had bought back FCCB''s with a
face value aggregating to USD 6 Million out of the FCCB''s face value of
USD 40 Million. In the year 2010, as per the term and conditions agreed
with the holders of FCCB 40 Million, the Company had redeemed the
balance outstanding FCCB''s aggregating to USD 34 Million. The Company
had paid in total USD 46.51 Million (Rs 2,062.50 Million) including USD
12.51 Million towards redemption premium. An amount of Rs 61.60 Million
paid towards withholding taxes on redemption premium had been debited
to Securities Premium Account in 2010.
4. Cumulative Redeemable Preference Shares
In May 2005, the Company had issued 491,606 6% Cumulative Redeemable
Preference Shares (CRPS) of Rs 1,000 each fully paid to K V
Pharmaceuticals, USA (''KV Pharma'')(approximately USD 10.95 Million).
The Preference shares were redeemable at par along with accrued unpaid
dividend on or before December 31, 2012.
The Company, Strides Inc. (a step-subsidiary of the Company) and KV
Pharma had also entered into a License and Supply agreement (''LSA'')
pursuant to which the Company and Strides Inc. had agreed to undertake
certain development work for developing certain pharmaceutical
products, subject to certain terms and conditions mentioned in LSA. In
March 2009 due to certain adverse developments at KV Pharma, the
Company terminated the said LSA. KV Pharma had approached the
International Court of Arbitration disputing the termination of the
LSA.
In the year 2010, pursuant to a negotiation for an out of court
settlement, the Company had entered into a Settlement Agreement &
Release (Settlement Agreement) with KV Pharma. In accordance with the
Settlement Agreement, the rights and obligations of all parties under
the LSA and those arising out of the subscription to the CRPS were
settled on a net basis. Pursuant to the Settlement Agreement, the
Company had paid out KV Pharma an amount of USD 7.25 Million in full
and final settlement. Consequent to the net settlement, the dividend on
the CRPS that were accrued for in 2005 through 2009 along with the
related dividend distribution taxes to the extent unpaid, had been
reversed in the year 2010 and the same had been credited under
appropriations in the Profit and Loss Account and an amount of Rs 165.86
Million had been credited to the Reserve for Business Restructure
(''BRR'') being the extent attributable to recoveries of receivables
under the LSA that were written off to the BRR in earlier years under a
Scheme of Arrangement approved by the Honorable High Courts of
Judicature (refer note 5 below).
Consequent to the redemption of the CRPS as referred above, the Company
in the year 2010 had credited Capital Redemption Reserve to the extent
of Rs 491.61 Million being the face value of CRPS redeemed.
5. Scheme of Arrangement under Section 391 - 394 of the Companies Act,
1956
5.1 During the year ending December 31, 2009, the shareholders of the
Company, in their meeting held on April 13, 2009 approved the Scheme of
Restructuring that envisaged interalia a Scheme of Arrangement (the
''Scheme'') to be filed under Sections 391 to 394 of the Companies Act,
1956 covering the merger of some of the subsidiaries of the Company
(Transferor companies) with itself (Transferee company), fair valuation
of some of the assets of the Company and creation of a Reserve for
Business Restructure (''BRR'') out of any surpluses arising from these,
to be utilised as specified in the Scheme.
5.2 The details of the Scheme are given below.
The Scheme filed by the Company had been approved by the High Courts of
Judicature with an appointed date of January 1, 2009 and an effective
date of December 31, 2009 (''the Effective Date''), being the date on
which the all requirements under the Companies Act had been completed.
In terms of the Scheme and upon the Scheme becoming effective, amongst
other things:
expenses incurred by the Company or its subsidiaries in the nature of
impairment, diminution, loss, amortisation and / or write-off of assets
/ investments / intangibles, interest on borrowings for acquisitions,
employee compensation expenses, additional depreciation charged or
suffered by the Transferee Company on account of fair valuation, scheme
expenses and other expenses or arising in the future as may be
determined by the Board of Directors of the Transferee Company, have
wwbeen / shall be debited to the BRR. The maximum amount that can be
written off against the BRR instead of being debited to the Profit and
Loss Account on or at any time after January 1, 2009 would be
restricted to the balance in the BRR or upto December 31, 2012 and not
beyond that.
the balance in the Securities Premium Account, as appearing in the
books of the Transferee Company may be transferred to BRR, to such
extent as determined by the Board.
5.3 The accounting treatment effected for the Scheme was as follows:
(a) The fair value of net assets acquired from the Transferor Companies
in excess of the carrying value of investment in the subsidiaries and
the value of equity shares issued to minority shares holders, amounting
to Rs 146.77 Million was credited to BRR.
Had the Scheme not prescribed the above accounting treatment of
crediting the excess of fair value of assets and liabilities over the
carrying value of the investment in the Transferor Companies and the
equity shares of the Transferee Company issued to the minority
shareholders of the Transferor Companies to the BRR, this surplus of
Rs146.77 Million would have been credited to Capital Reserve as required
under the AS 14 ''Accounting for Amalgamations''.
(b) Upon the Scheme becoming effective, and based on legal advice
received, the assets and liabilities of the Transferee Company had been
fair valued as determined by the Board of Directors of the Company and
the net surplus arising out of such fair valuation (over the carrying
value of the respective assets and liabilities prior to the fair
valuation) was credited to the BRR as follows during the year ended
December 31, 2009.
6. Share Warrants
As authorised by the shareholders of the Company in the Extra Ordinary
General meeting held on May 13, 2009, 6,180,000 warrants were allotted
to Net Equity Ventures Private Limited, a Promoter Group company and
20,000 warrants to relatives of the Promoters, on preferential basis
which were convertible into an equivalent number of fully paid up
equity shares of Rs 10 each at a price of Rs 91.15 per warrant. In the
year 2010, the Company completed the allotment of equity shares against
the Warrants.
7. In the year 2010, the Company had received Rs 4,550 Million on issue
of 10,742,533 equity shares of Rs 10 each at a premium of Rs 413.55 per
equity share to Qualified Institutional Buyers (QIB) in terms of SEBI
(Issue of Capital and Disclosure Requirements) Regulations 2009. The
purpose of the mentioned issue was to finance overseas acquisitions,
repayment and prepayment of debt, investments and other uses, including
capital expenditure, as permitted by applicable rules and regulations.
The Company had completed the allotment of equity shares on October 1,
2010. Expense incurred in relation to QIP to the extent of Rs 108.96
Million had been debited to Securities Premium Account in 2010.
8. Early Adoption of AS-30: Financial Instruments: Recognition and
Measurement, issued by Institute of Chartered Accountants of India
(ICAI).
The Company had chosen to early adopt AS 30: ''Financial Instruments:
Recognition and Measurement'' during the year ended December 31, 2008,
with effect from January 1, 2008. Contemporaneously with this, in the
spirit of complete adoption, the Company had also implemented the
consequential limited revisions in view of AS 30 to AS 2, ''Valuation of
Inventories'', AS 11''The Effect of Changes in Foreign Exchange Rates'',
AS 19 ''Accounting for Leases'', AS 21 ''Consolidated Financial Statements
and Accounting for Investments in Subsidiaries in Separate Financial
Statements'', AS 23 ''Accounting for Investments in Associates in
Consolidated Financial Statements'', AS 26 ''Intangible Assets'', AS 27
''Financial Reporting of Interests in Joint Ventures'', AS 28 ''Impairment
of Assets'' and AS 29 ''Provisions, Contingent Liabilities and Contingent
Assets'' as had been announced by the Institute of Chartered Accountants
of India (ICAI).
On February 11, 2011, the ICAI had issued a notification stating that
AS 30 can be adopted only to the extent the Accounting Standard does
not conflict with other mandatory standards notified under section 211
(3C) of the Companies Act, 1956. In case of conflict, the mandatory
standards will prevail. Consequently, in the year 2010, the Company had
reversed an amount of Rs 695.68 Million being the cumulative gains
recognised upto December 31, 2009, on restatement at period end rates
of certain USD denominated investments in certain subsidiaries and a
joint venture (including advances towards shares) that were designated
as hedged items in a fair value hedge, since such restatement is not
permitted under AS 13 ''Accounting for Investment'', a mandatory
accounting standard. Such reversals have been classified under the head
exceptional items, being the same head under which the gains on
restatement were presented in the financial statements of earlier
years.
Consequent to adoption of AS 30 to the extent it is permitted, the
Company had changed the designation and measurement principles for all
its significant financial assets and liabilities. The impact on account
of the above measurement of these is as described below:
8.1 Foreign Currency Convertible Bonds (the ''FCCBs'' or the ''Bonds'')
The FCCBs are split into two components comprising (a) option component
which represents the value of the option in the hands of the
FCCB-holders to convert the bonds into equity shares of the Company and
(b) debt component which represents the debt to be redeemed in the
absence of conversion option being exercised by FCCB-holder, net of
issuance costs.
The debt component is recognised and measured at amortised cost while
the fair value of the option component is determined using a valuation
model with the below mentioned assumptions.
Assumptions used to determine fair value of the options:
Valuation and amortisation method - The Company estimates the fair
value of stock options granted using the Black Scholes Merton Model and
the principles of the Roll-Geske-Whaley extension to the Black Scholes
Merton model. The Black Scholes Merton model along with the extensions
above requires the following inputs for valuation of options:
Stock Price as at the date of valuation - The Company''s share prices as
quoted in the National Stock Exchange Limited (NSE), India have been
converted into equivalent share prices in US Dollar terms by applying
currency rates as at valuation dates. Further, stock prices have been
reduced by continuously compounded stream of dividends expected over
time to expiry as per the principles of the Black-Scholes Merton model
with Roll Geske Whaley extensions.
Strike price for the option - has been computed in dollar terms by
computing the redemption amount in US dollars on the date of redemption
(if not converted into equity shares) divided by the number of shares
which shall be allotted against such FCCBs.
Expected Term - The expected term represents time to expiry, determined
as number of days between the date of valuation of the option and the
date of redemption.
Expected Volatility - Management establishes volatility of the stock by
computing standard deviation of the simple exponential daily returns on
the stock. Stock prices for this purpose have been computed by
expressing daily closing prices as quoted on the NSE into equivalent US
dollar terms. For the purpose of computing volatility of stock prices,
daily prices for the last one year have been considered as on the
respective valuation dates.
Risk-Free Interest Rate - The risk-free interest rate used in the
Black-Scholes valuation method is the risk free interest rate
applicable to the Company.
Expected Dividend - Dividends have been assumed to continue, for each
valuation rate, at the rate at which dividends were earned by
shareholders in the last preceding twelve months before the date of
valuation.
Measurement of Amortised cost of debt component:
For the purpose of recognition and measurement of the debt component,
the effective yield has been computed considering the amount of the
debt component on initial recognition, origination costs of the FCCB
and the redemption amount if not converted into Equity Shares. To the
extent the effective yield pertains to redemption premium and the
origination costs, the effective yield has been amortised to the
Securities Premium Account (along with related exchange fluctuations)
as permitted under section 78 of the Companies Act, 1956. The balance
of the effective yield is charged to the Profit and Loss Account.
Consequent to the above method of accounting of FCCBs, the following
adjustments were made:
For the year ended December 31, 2010:
(a) Amortisation of interest of Rs 146.81 (net) and redemption premium
(net) on FCCBs amounting to Rs 395.06 Million had been recorded in the
Profit and Loss Account and in the Securities Premium Account
respectively.
(b) Change in the fair values of option component in the FCCBs, being a
loss of Rs 15.63 Million had been recorded in the Profit & Loss Account.
for the year ended December 31, 2011:
(a) Amortisation of interest (net) Rs 147.48 Million and redemption
premium (net) on FCCBs amounting to Rs 676.23 Million have been recorded
in the Profit and Loss Account and in the Securities Premium Account
respectively.
(b) Change in the fair values of option component in the FCCBs, being a
gain of Rs 188.85 Million has been recorded in the Profit & Loss
Account.
8.2 The financial assets and liabilities arising out of issue of
corporate financial guarantees to third parties are accounted at fair
values on initial recognition. Financial assets continue to be carried
at fair values. Financial liabilities are subsequently measured at the
higher of the amounts determined under AS 29 or the fair values on the
measurement date.
8.3 Gains / losses on fair valuation of all the open derivative
positions as on December 31, 2011 not designated as hedging instruments
have been recognised in the Profit and Loss Account.
8.4 The Company has availed bill discounting facility from Banks which
do not meet the de-recognition criteria for transfer of contractual
rights to receive cash flows from the debtors since they are with
recourse to the Company. Accordingly, as at December 31, 2011, sundry
debtor balances include Rs 1,130.70 Million (Previous year Rs 480.35
Million) and the corresponding financial liability to the Banks is
included as part of short term secured loans.
8.5 The Company has designated certain highly probable forecasted US
dollar denominated sales transactions and certain forward contracts to
sell US dollars as hedged items and hedging instruments respectively,
in a Cash Flow Hedge (''CFH'') to hedge the foreign exchange risk arising
out of fluctuations between the India rupee and the US dollar. The
exchange fluctuations arising from marking to market of the hedging
instruments, to the extent relatable to the CFH being effective has
been recognised in a Hedge reserve in the Balance sheet. Accordingly
exchange fluctuations losses amounting to Rs 447.10 Million for the year
ended December 31, 2011 have been recognised in the Hedge Reserve
account. These exchange difference would be considered in Profit and
Loss Account as and when the forecasted transactions is estimated to
occur (i.e., over a period from January 2012 to September 2012).
9. Employee Stock Option Scheme
(a) In the extraordinary general meeting held on January 25, 2007, the
shareholders approved the issue of 1,000,000 options under the Scheme
titled Strides Arcolab ESOP 2006 (ESOP 2006).
The ESOP 2006 allows the issue of options to employees of the Company
and its subsidiaries (whether in India or abroad). Each option
comprises one underlying equity share.
During the current year, the Remuneration Committee in its meeting held
on February 24, 2011 has granted 500,000 options under the ESOP 2006 to
few eligible employees of the Company. The options allotted under ESOP
2006 are convertible into equal number of equity shares.
As per the Scheme, the Compensation committee grants the options to the
employees deemed eligible. The exercise price of each option shall not
be less than 85 per cent of the Market Price as defined in the
Scheme. The options granted vest over a period of 3 years from the date
of the grant in proportions specified in the Scheme. Options may be
exercised within 30 days of vesting.
In respect of the ESOP 2006 and all the other ESOP schemes detailed in
this note, the difference between the fair price of the share
underlying the options granted, on the date of grant of option and the
exercise price of the option, (being the intrinsic value of the option)
representing Stock compensation expense, is expensed over the vesting
period.
(b) The ESOP scheme titled Strides Arcolab ESOP 2008 (ESOP 2008) was
approved by the shareholders through postal ballot on June 18, 2008.
1,500,000 options are covered under the scheme for 1,500,000 shares.
In the previous years, the Remuneration Committee of the Company had
granted 1,382,500 options under the ESOP 2008 to few eligible employees
of the Company. During the current year, the Remuneration Committee in
its meetings held on February 24, 2011 and July 25, 201 1 has granted
180,500 and 9,000 options respectively under the ESOP 2008 to few
eligible employees of the Company. The options allotted under ESOP 2008
are convertible into equal number of equity shares.
The vesting period of these options range over a period of three years.
The options may be exercised with in a period of 30 days from the date
of vesting.
(c) The ESOP scheme titled Strides Arcolab ESOP 2008 (Directors)
(ESOP 2008 Directors) was approved by the shareholders through postal
ballot on January 12, 2009. 500,000 options are covered under the
scheme for 500,000 equity shares.
The Remuneration Committee of the Company, on March 16, 2009 had
granted 300,000 options under the Strides Arcolab ESOP 2008 (Directors)
scheme to few Directors of the Company. The shares covered by such
options were 300,000 equity shares.
The vesting period of these options range over a period of three years.
The options may be exercised with in a period of 30 days from the date
of vesting.
(d) The ESOP scheme titled Strides Arcolab ESOP 2011 (ESOP 2011) was
approved by the shareholders on May 30, 2011.
1,500,000 options are covered under the scheme for 1,500,000 shares. No
options are granted under this scheme in the current year.
10. The Company during 2009 had entered into a Subscription and
Shareholders agreement with Aspen Group (Aspen) under which Aspen
subscribed to 49% of the share capital of Onco Therapies Limited
(ONCO), a subsidiary of the Company. Onco was set up to operate in the
Oncology products line of business that the Company was in the process
of building up.
In the year 2010, the Company had entered into a binding agreement with
Aspen for purchase of their shares in ONCO for a consideration of USD
37.36 Million and had paid USD 36.95 Million (Rs1,649.04 Million) as
advance towards purchase of shares in ONCO.As per the contractual terms
the risk and economic benefit in the shares of ONCO held by Aspen has
been transferred to the Company with effect from January 1, 2010.
Pending completion of transfer of shares, purchase consideration paid
was classified as advance towards purchase of shares as at December 31,
2010. In 2011, the shares were transferred in favour of the Company.
Further in the current year, as part of corporate restructuring
initiatives of the Company, the investment in ONCO have been
transferred to Agila Specialties Private Limited (''ASPL''), a wholly
owned subsidiary of the Company at a consideration of Rs 2,344 Million,
being the carrying value of investment in ONCO in the books of the
Company.
11. In the year 2010, the Company had sold investment in equity shares
of Strides Inc. a subsidiary of the Company, to Strides Pharma Limited
(formerly Linkace Limited), a wholly owned step subsidiary of the
Company and recognised a profit of Rs 6.20 Million on sale of such
transfer.
Consequent to certain developments in Strides Inc. during 2010, the
Company reversed provision for impairment against Preference shares
issued by Strides Inc. amounting to Rs 183.87 Million. In the year 2011,
the preference shares have been redeemed by Strides Inc.
12. Interest in Joint ventures
In the year 2010, the Company had transferred the ownership interest in
Akorn Strides LLC, USA, a joint venture company with Akorn Inc., USA,
to Strides Pharma Limited (''SPL'') (formerly Linkace Limited, a wholly
owned step subsidiary of the Company) for a consideration of USD 3.41
Million and a profit of Rs 88.20 Million on such transfer had been
recognised in the Profit & Loss account in the same year.
13. As of December 31, 2011, the Company has invested an amount of USD
162.82 Million in Agila Specialties Limited, Cyprus (''Agila Cyprus'',
formerly known as Starsmore Limited) and USD 114.41 Million in Strides
Arcolab International Limited (SAIL), both wholly owned subsidiaries of
the Company. The investments were in the nature of subscriptions for
shares of these entities and as at December 31, 2011, shares were
pending to be allotted. Out of the above, monies aggregating to USD
99.00 Million (Rs 5,273.70 Million) invested in Agila Cyprus and USD
93.00 Million (Rs 4,954.11 Million) invested in SAIL have been
considered as monetary items and have been restated in accordance with
the requirements of Accounting Standard 11 ''The Effect of Changes in
Foreign Exchange Rates'' and have been classified under Loans and
advances to subsidiaries in these financial statements. The resultant
unrealised exchange gain of Rs 1,564.00 Million has been recognised
under Exceptional items in the Profit & Loss Account.
14. Unbilled revenue includes income recognised on development
services contracts and contracts for production of dossiers, against
which no invoices are raised, and are net of advances received against
the respective contracts. Development income recognised in the Profit &
Loss Account is net of unbilled revenue written off in the current year
against development income recognised in the previous years.
15. Particulars of materials consumed and percentage to total
consumption of Imported and Indigenous materials.
Since none of the individual items of raw materials and packing
materials constitute more than 10% of the consumption, quantitative
details in respect of the same have not been given.
*Note:
a) This includes purchases of dossiers of Rs 45 Million (Previous Year Rs
124.85 Million)
b) Consumption of Traded Items not included above is Rs 1,072.1 1
Million (Previous Year Rs 646.06 Million)
Note: Installed Capacities are as certified by the management and
relied upon by the Auditors. The installed capacities serve multiple
purposes and will vary according to product mix.
** Not applicable as the products have been de-licensed.
Note: The details of managerial remuneration stated in the above table
exclude leave encashment and gratuity costs (for which separate
actuarial valuation are not available).
Note:
Expenditure in foreign currency includes expenditure incurred by the
Company on behalf of and in trust to Agila Specialties Private Limited
(formerly known as Strides Specialties Private Limited), a wholly owned
subsidiary of the Company.
16 . Taxation
(a) Provision for deferred tax has been made in accordance with the
requirements of Accounting Standard 22 Accounting for taxes on
income.
Recognition of Deferred tax assets with respect to unabsorbed
depreciation and tax losses has been done in cases where there is
corresponding timing differences creating deferred tax liabilities and
the amount of such assets recognised is restricted to the extent of
such liabilities. Deferred Tax assets in respect of business losses are
recognised based on the criteria of virtual certainty.
17. Equity dividend accrued in 2011 includes Rs 0.42 Million being
dividends relating to the year ended December 31, 2010 on the
incremental number of shares that were issued between December 31, 2010
and the date of the Annual General Meeting of the Company held on May
30, 201 1. Divided tax accrued in 2011 is net of excess provision made
for the 2010 to the extent of Rs 0.27 Million.
As on December 31, 2011, no amount was due for transfer to the Investor
Education and Protection Fund (IEPF) as required under Section 205(C)
of the Companies Act, 1956.
18. Leases
The Company''s significant leasing arrangements are mainly in respect of
factory buildings, residential and office premises. The aggregate lease
rentals payable on these leasing arrangements charged to the Profit and
Loss Account is Rs 37.14 Million (Previous year Rs 43.73 Million).
The Company has entered in to non-cancelable lease agreements for its
facilities and office premises. The tenure of lease ranges from 3 years
to 15 years. The said lease arrangements have an escalation clause
wherein lease rental is subject to an increment ranging from 6% to 10%.
Details of the lease commitment at the yearend are as follows:
Note: The information regarding Micro and Small Enterprises and the
disclosure in Schedule H.A (a) has been determined to the extent such
parties have been identified on the basis of information available with
the Company. This has been relied upon by the auditors.
19. Transfer Pricing
The Finance Act, 2001, has introduced, with effect from assessment year
2002-03 (effective April 1, 2001), detailed Transfer Pricing
regulations (''regulations'') for computing the income from
''international transactions'' between ''associated enterprises'' on an
''arm''s length'' basis. These regulations, inter alia, also require the
maintenance of prescribed documents and information including
furnishing a report from an Accountant which is to be filed with the
Income tax authorities.
The Company has undertaken necessary steps to comply with the Transfer
Pricing regulations. The Management is of the opinion that the
international transactions are at arm''s length, and hence the aforesaid
legislation will not have any impact on the financial statements,
particularly on the amount of tax expense and that of provision for
taxation.
20. Since the Company prepares consolidated financial statements,
segment information has not been provided in these financial
statements.
Note:
1. During 2011, FCCB''s outstanding were anti-dilutive and hence not
considered for computing diluted Earnings per Share.
2. In the year 2010, the Company had reversed the preference dividend
along with dividend tax thereon accrued in earlier years amounting to Rs
148.54 Million, since such dividend was no longer payable consequent to
the agreement with the preference shareholders. Consequent to reversal
such amount is also available for distribution to the equity
shareholders (refer Note B.4 above). The basic and diluted EPS for the
year ended December 31, 2010 after considering the reversal of
preference dividend and tax thereon was Rs 18.85 & Rs14.54 respectively.
21. Cash flow statement
(a) Cash flows are reported using the indirect method, whereby profit /
(loss) before extraordinary items and tax is adjusted for the effects
of transactions of non-cash nature and any deferrals or accruals of
past or future cash receipts or payments. The cash flows from
operating, investing and financing activities of the Company are
segregated based on the available information.
Cash comprises of cash on hand and demand deposits with banks. Cash
equivalents are short term (with an original maturity of three months
or less from the date of acquisition), highly liquid investments that
are readily convertible into known amounts of cash and which are
subject to an insignificant risk of changes in value. Cash equivalents
in the nature of investments are disclosed under Current investments.
(b) Interest paid is inclusive of and purchase of Fixed Assets
excludes, interest capitalised Rs 6.13 Million (Previous year Rs 12.46
Million).
(c) Direct tax paid and Others in the Cash Flow Statement includes
outflows on account of permitted utilisation from the BRR of Rs 34.45
Million (Previous Year Rs 69.80 Million) and Direct Taxes of Rs 189.41
Million (Previous Year Rs 102.23 Million)
(d) Reconciliation of Cash and Cash Equivalents to Cash and bank
balances included in Schedule G.A.4.
Note:
1. The estimate of future salary increases considered in actuarial
valuation take account of inflation, seniority, promotion and other
relevant factors such as supply and demand in the employment market.
2. In the absence of information relating to category wise breakup of
Plan Assets, the same has not been disclosed.
3. Disclosure on actuarial valuation experience adjustment is
disclosed to the extent the details are available with the Company.
332 Details on Derivatives Instruments & Un-hedged Foreign Currency
Exposures
The following derivative positions are open as at December 31, 2011.
These transactions have been undertaken to act as economic hedges for
the Company''s exposures to various risks in foreign exchange markets.
These instruments are therefore classified as held for trading and
gains / losses recognised in the Profit and Loss Account except to the
extent they qualified as Cash flow hedges in the context of the rigour
of such classification under Accounting Standard 30.
I. The Company has entered into the following derivative instruments:
(a) Forward Exchange Contracts [being a derivative instrument], which
are not intended for trading or speculative purposes, but for hedge
purposes, to establish the amount of reporting currency required or
available at the settlement date of certain payables and receivables.
(b) Interest Rate Swaps to hedge against fluctuations in interest rate
changes: No. of contracts: Nil (Previous year : Nil)
(c) Currency Swaps (other than forward exchange contracts stated above)
to hedge against fluctuations in changes in exchange rate. No. of
contracts: Nil (Previous Year: Nil)
III. There were no outstanding option contracts as at December 31,
2011.
IV. Loss on Forward Exchange Derivative contracts (Net) included in
the Profit and Loss Account for year ended December 31, 2011 amounts to
Rs 27.83 Million (Previous Year: Loss (Net) Rs 72.12 Million).
33.3 Categories of Financial Instruments (a) Loans and Receivables:
The following financial assets in the Balance Sheet have been
classified as Loans and Receivables as defined in Accounting Standard
30. These are carried at amortised cost less impairment if any.
Note: Interest expense calculated using effective interest rate method
as prescribed in AS 30 for financial liabilities that are carried at
amortised cost is Rs 555.18 Million (Previous Year Rs 773.89 Million)
(a) Financial Liabilities Held for Trading
The option component of FCCBs has been classified as held for trading,
being a derivative under AS 30. The carrying amount of the option
component was Rs 2.09 Million as at December 31, 2011 and Rs190.95
Million as at December 31, 2010. The difference in carrying value
between the two dates, amounting to Rs188.85 Million is considered as a
gain in the Profit and Loss Account of the year in accordance with
provisions of AS 30.
The fair value of the option component has been determined using a
valuation model. Refer to Note B.8.1 above on FCCBs for detailed
disclosure on the valuation method.
(b) There are no other financial assets / liabilities in the following
categories:
Financial assets:
Carried at fair value through profit and loss designated as such at
initial recognition.
Held to maturity
Available for sale (other than investment in Subsidiaries & Joint
Venture)
Financial liabilities:
Carried at fair value through profit and loss designated as such at
initial recognition.
33.5 Nature and extent of risks arising from financial instrument
The main financial risks faced by the Company relate to fluctuations in
interest and foreign exchange rates, the risk of default by
counterparties to financial transactions, and the availability of funds
to meet business needs. The Balance Sheet as at December 31, 2011 is
representative of the position through the year. Risk management is
carried out by a central treasury department under the guidance of the
Management.
Interest rate risk
Interest rate risk arises from long term borrowings. Debt issued at
variable rates exposes the Company to cash flow risk. Debt issued at
fixed rate exposes the Company to fair value risk. In the opinion of
the management, interest rate risk during the year under report was not
substantial enough to require intervention or hedging through
derivatives or other financial instruments. For the purposes of
exposure to interest risk, the Company considers its net debt position
evaluated as the difference between financial assets and financial
liabilities held at fixed rates and floating rates respectively as the
measure of exposure of notional amounts to interest rate risk. This net
debt position is quantified as under:
Credit risk
Credit risk arises from cash and cash equivalents, financial
instruments and deposits with banks and financial institutions. Credit
risk also arises from trade receivables and other financial assets.
The credit risk arising from receivables is subject to concentration
risk in that the receivables are predominantly denominated in USD and
any appreciation in the INR will affect the credit risk. Further, the
Company is not significantly exposed to geographical distribution risk
as the counterparties operate across various countries across the
Globe.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet
its financial obligations as they fall due. The Company''s approach to
managing liquidity is to ensure, as far as possible, that it will
always have sufficient liquidity to meet its liabilities when due,
under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to Company''s reputation.
Liquidity risk is managed using short term and long term cash flow
forecasts.
Foreign exchange risk
The Company is exposed to foreign exchange risk principally via:
Debt availed in foreign currency
Net investments in subsidiaries and joint ventures in foreign
currencies
Exposure arising from transactions relating to purchases, revenues,
expenses etc. to be settled in currencies other than Indian Rupees, the
functional currency of the respective entities.
33.6 Sensitivity analysis as at December 31, 2011
Financial instruments affected by interest rate changes include Secured
Long term loans from banks, Secured Long term loans from others,
Secured Short term loans from banks and Unsecured Short term loans from
banks. The impact of a 1% change in interest rates on the profit of an
annual period will be Rs 99.55 Million (Previous year Rs 76.53 Million)
assuming the loans as of December 31, 2011 continue to be constant
during the annual period. This computation does not involve a
revaluation of the fair value of loans as a consequence of changes in
interest rates. The computation also assumes that an increase in
interest rates on floating rate liabilities will not necessarily
involve an increase in interest rates on floating rate financial
assets.
Financial instruments affected by changes in foreign exchange rates
include FCCBs, External Commercial Borrowings (ECBs), investments in
subsidiaries, and loans to subsidiaries and joint ventures. The Company
considers US Dollar and the Euro to be principal currencies which
require monitoring and risk mitigation. The Company is exposed to
volatility in other currencies including the Great Britain Pounds (GBP)
and the Australian Dollar (AUD).
22. The previous year''s figures have been regrouped in line with the
current year. |