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Timken India

BSE: 522113|NSE: TIMKEN|ISIN: INE325A01013|SECTOR: Bearings
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Notes to Accounts Year End : Mar '19

1. CORPORATE INFORMATION

Timken India Limited (‘the Company’) is a public company domiciled in India. It was incorporated on 15th June 1987 under the provisions of the erstwhile Company’s Act, 1956. Its shares are listed on two recognized stock exchanges in India. The registered office of the Company is located at 39-42, Electronics City, Phase II, Hosur Road, Bengaluru - 560 100. The Company is primarily into manufacture and distribution of tapered roller bearings, components and accessories for the automotive sector and the railway industry. It also provides maintenance contract services and refurbishment services. The Company’s primary bearing and components manufacturing plant is located at Jamshedpur in Jharkhand. It also has a gear box repairing facility at Raipur, where it provides repair and maintenance services of industrial gear boxes. Also refer Note 43 on Scheme of amalgamation and arrangement. Pursuant to the amalgamation as referred to therein, the Company has another bearing manufacturing plant in Bharuch.

These financial statements were authorised for issue in accordance with a resolution of the Directors on May 21, 2019.

2. BASIS OF PREPARATION AND PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Statement of compliance

These financial statements for the year ended March 31, 2019 have been prepared in accordance with Indian Accounting Standards (“Ind-AS”) consequent to the notification of The Companies (Indian Accounting Standards) Rules, 2015 (the Rules) issued by the Ministry of Corporate Affairs.

Basis of preparation and measurement

These Ind-AS Financial Statements have been prepared on a going concern basis using historical cost convention, except for certain investments measured at fair value and defined benefit plans which have been measured at actuarial valuation as required by relevant Ind-AS (refer accounting policies for financial instruments and employee benefits).

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of Ind-AS 17, and measurements that have some similarities to fair value but are not fair value, such as in value in use in Ind-AS 36.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

Level 3 inputs are unobservable inputs for the asset or liability.

Functional and presentation currency

These Ind-AS Financial Statements are prepared in Indian Rupee (Rs.) which is the Company’s functional and presentation currency. Business combinations

The Company accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognized in the standalone statement of profit and loss as incurred. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the condition for recognized at their fair values at the acquisition cost.

Purchase consideration paid in excess of the fair value of net assets acquired is recognized as goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognized as capital reserve.

The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity of subsidiaries.

Business combinations arising from transfers of interests in entities that are under common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity is recorded in shareholders’ equity.

2.1 The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions as described below that affect the reported amounts and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

a) Useful lives of property, plant and equipment

The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

b) Defined benefit plans

The cost of the defined benefit plans and the present value of the defined benefit obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.

For further details refer to Note41.

c) Litigations

The Company is involved in certain direct tax and indirect tax disputes. Uncertain tax items for which a provision is made relate principally to the interpretation of tax legislation applicable to arrangements entered into by the Company. Due to the uncertainty associated with such tax items, it is possible that, on conclusion of open tax matters at a future date, the final outcome may differ significantly.

d) Impairment of Trade receivables

The recognition of impairment loss allowance on trade receivables are based on assumptions about risk of default and expected loss rates. The Company uses judgements in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates atthe end of each reporting period.

e) Impairment of Goodwill

Determining whether the asset is impaired requires to assess the recoverable amount of the asset or Cash Generating Unit (CGU) which is compared to the carrying amount of the asset or CGU, as applicable. Recoverable amount is the higher of fair value less costs of disposal and value in use. Where the carrying amount of an asset or CGU exceeds the recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

The value in use calculation requires estimation of future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

2.2 Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified the following new and amendments to Ind AS which the Company has not applied as they are effective from April 1,2019:

Ind AS 116-Leases

Ind AS 116 will replace the existing leases standard, Ind AS 17 Leases. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on-balance sheet lessee accounting model for lessees. A lessee recognises right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. The standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS 17.

The Company will adopt Ind AS 116 effective annual reporting period beginning April 1, 2019. The Company will apply the standard to its leases, retrospectively, with the cumulative effect of initially applying the standard, recognised on the date of initial application (April 1, 2019). Accordingly, the Company will not restate comparative information, instead, the cumulative effect of initially applying this Standard will be recognised as an adjustment to the opening balance of retained earnings as on April 1, 2019. On that date, the Company will recognise a lease liability measured at the present value of the remaining lease payments. The right-of-use asset is recognised at its carrying amount as if the Standard had been applied since the commencement date, but discounted using the lessee’s incremental borrowing rate as at April 1,2019.

On transition, the Company will be using the practical expedient provided by the standard and therefore, will not reassess whether a contract, is or contains a lease, atthe date of initial application.

The Company is in the process of finalising changes to systems and processes to meet the accounting and the reporting requirements of the standard in conjunction with review of lease agreements.

The Company will recognise with effect from April 1, 2019 new assets and liabilities for its operating leases of premises and other assets. The nature of expenses related to those leases will change from lease rent in previous periods to (a) amortisation charge for the right-to-use asset, and (b) interest accrued on lease liability.

Impairment assessment of goodwill as at March 31,2019:

The Company have performed annual impairment assessment of the goodwill by determining the “value in use”of the CGU as an aggregate of present value of cash flow projections covering a five year period and the terminal value. Determination of value in use involves significant estimates and assumptions that affect the reporting CGU’s expected future cash flows. These estimates and assumptions, primarily include, but are not limited to, the revenue growth and profitability during the forecast period, the discount rate and the terminal growth rate.

Considering the historical performance of the CGU and based on the forward looking estimates, revisions were made to the cash flow projections and other key assumptions such as discount rate and the perpetual growth rate. The cash flows are discounted using a post tax discount rate of 13.5%. The terminal value of cash generating unit is arrived at by extrapolating cash flows of latest forecasted year to perpetuity using a constant long term growth rate of 5.5% p.a. which is consistent with the industry forecasts for the generic bearing market.

During the year ended March 31 2019, the testing did not result in any impairment in the carrying amount of goodwill.

The table below shows the percentage movement in key assumptions that (individually) would be required to reach the point at which the value in use approximates its carrying value.

Government grants have been received for import of certain items of Property, Plant and Equipment and capital work in progress against import licences taken under export promotion capital goods scheme of Government of India. The Company has certain export obligations against such benefits availed which it would fulfill within the required time period under the scheme.

The Company has reviewed the various liabilities/ claims relating to indirect taxes and estimated the provision for contingencies based on assessment of its probability of outflows.

b) Other provision of Rs. 370.30 million represents accrual for fair value of incremental income taxes relating to ABC (for periods prior to acquisition). The timing of utilisation of provision depends on the outcome of the decisions of the appropriate authorities and the Company’s rights for future appeals.

* Sale of goods includes excise duty collected from customers of Rs.Nil (Mar 31, 2018 : Rs.177.63 million upto 30th June 2017). The Government of India introduced the Goods and Service Tax (GST) with effect from July 01, 2017. GST is collected on behalf of the Government and no economic benefit flows to the entity, consequently revenue for the post GST period is presented net of GST.

Excise duty on movement in stock of finished goods amounting to Rs.Nil (March 31, 2018: Rs.127.86 million) has been considered as an expense in the statement of profit & loss.

Disaggregate revenue information

The Company disaggregated the revenue based on geographical locations and it is disclosed under note 36 “Segment Reporting”. Applying the practical expedient as given in I nd AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts that have original expected duration of oneyearor less.

Trade receivables and Contract Balances

The company classifies the right to consideration in exchange for deliverables as a trade receivable. A receivable is a right to consideration that is unconditional upon passage of time. Revenue for revenue contracts are recognized at a point in time when the Company transfers control over the product to the customer.

Trade receivable are presented net of impairment in the Balance Sheet.

NOTE 3 : LEASES Assets taken on lease

Office premises are obtained on operating leases which are generally cancellable in nature except two premises for which disclosures are given below.

The lease term is for various number of years and renewable for further periods as per the lease agreements atthe option of the Company. There are no restrictions imposed by the lease arrangements. There are no subleases.

The Company has paid Rs.56.50 million (March 31, 2018: Rs.49.02 million) towards lease rent during the year.

Other Leases

Lease of Land and Building

a) The Company has taken on lease, land and building thereon, for the purposes of its facility in Raipur relating to servicing of gears/ related accessories. The significant lease terms are as follows:

The land lease is for a period of 30 years cancellable with six months prior notice and total lease payments during the lease term amounts toRs.239.18million. The lease does not involve upfront payment and has terms of renewal and escalation clauses.

The building lease is for a period of 7 years cancellable with six months prior notice and total lease payments during the lease term amounts toRs.95.26million. The lease does not involve upfront payment and has terms of renewal and escalation clauses.

b) The land at ABC unit has been obtained from Gujrat Industrial Development Corporation in September 1978 for a period of 99 years, renewable for further periods as per the lease agreements at the option of the Company. There are no subleases.

NOTE 4: SEGMENT INFORMATION

Operating Segment:

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and assessing performance.lnformation reported to the chief operating decision maker (CODM) for the assessment of segment performance focuses on the types of products and services delivered or provided. The Company’s CODM is the Board of the Company.

The Company has identified two operating segments, viz. i) Mobile industry ii) Process industry. In accordance with the process followed by the Timken Group globally and the manner of review of performance by the management, these have been aggregated due to similar nature of products, production process and distribution process and hence considered as a single reportable segment and accordingly no separate segment information is disclosed.

Entitywide disclosures

a) The revenue from major products and services of the Company are as given below:

b) Geographical revenue is allocated based on the location of the customers. Information regarding geographical revenue is as follows:

Geographical non-current assets (other than financial assets and deferred tax assets) are allocated based on the location of the assets. Information regarding geographical non-current assets is as follows:

c) Revenue from one of the customer group amounted to Rs.4,007.17million (March 31,2018: Rs.3,637.04million) arising from sale of products & services.

NOTE 5 : RELATED PARTY DISCLOSURE:

Related parties where control exists :

Holding Company - Timken Singapore PTE. Limited

Ultimate Holding Company - The Timken Company,US

Other related parties with whom transactions have taken place during the year:

Fellow subsidiaries 1) The Timken Corporation, US. 2)Timken Industrial Services LLC,US. 3) Timken UK Limited. 4) Timken Do Brasil COM.E.IND.LTDA. 5) Timken Korea LLC. 6) Timken South Africa (PTY) Limited. 7) Timken Romania, SA. 8) Yantai Timken Company Limited. 9) Australian Timken Proprietary Limited. 10) Timken Polska, SP z.o.o. 11) Timken (China) Investment Co.Ltd.. 12) Timken Wuxi Bearings Co Ltd - China. 13) Timken (Shanghai) Distribution & Sales Co. Ltd - China. 14) Timken Engineering and Research India Pvt. Ltd. 15) Timken DE Mexico S A DE CV. 16) Timken Canada Holdings III, ULC. 17) MPB Corporation. 18) Timken Gears & Services Inc. 19) Timken (Chengdu) Aerospace and Precision Products Co Ltd. 20) Timken Aerospace Drive Systems, LLC. 21) Timken XEMC(Hunan) Bearings Co. Ltd. 22)Timken SMO LLC. 23) Bearing Inspection Inc 24) Timken Italia SRL 25)Timken PWPSRL (Romania).

Key management personnel

Chairman & Managing Director - Mr. Sanjay Koul

Whole-time Director & Chief Financial Officer - Mr. Avishrant Keshava Company Secretary & Chief of Compliance - Mr. Soumitra Hazra Non-executive director - Mr. PS. Dasgupta

Non-executive director - Mr. Jai S Pathak(till 10th November 2017)

Non-executive director - Mrs. Rupa Mahanty

Non-executive director - Mr. Ajay Kumar Das

Non-executive director - Mr. Bushen Lal Raina(from 5th February 2018)

Firms where a director is a Partner - M/s.Gibson Dunn & Crutcher LLP

- M/s. New Delhi Law Offices Trusts managed by the Company - Timken India Provident Fund

- Timken India Gratuity Fund

- Timken India Superannuation Fund

- ABC Bearings Employees Gratuity Fund

NOTE 6A: Financial Risk Management Objectives and Policies

The Company’s principal financial liabilities comprise trade and other payables and short term borrowings. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include trade and other receivables, and cash and cash equivalents that derives directly from its operations.

The Company is exposed to credit risk, market risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s financial risk activities are governed by appropriate policies and procedures and financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its investing activities, primarily investments in mutual funds, security deposits, etc.

1. Trade receivables

Customer credit risk is managed in accordance with the Company’s established policy, procedures and controls relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored and any shipments to major customers are generally covered by letters of credit.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value of the financial assets disclosed in Note 10. The Company does not hold any collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as most of its external customers (other than related party customers) are established players in their industry or are distributors/ dealers against which the Company holds security deposit as its policy and operate in largely independent markets.

2. Investments

Credit risk from investments with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investment of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company’s Audit Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments. Investments are only made in securities with highest grade rating (AAA) or equivalent hence the credit risk is considered as minimal.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company is exposed to different types of market risks. For the Company, the market risk is the possibility of changes in foreign currency exchange rates and commodity prices which may affect the value of the Company’s financial assets, liabilities or expected future cash flows.

1. Commodity Risk

The principal raw materials for the Company products are alloy steel bars, tubes and wire rods, which are purchased by the Company’s vendors from the approved list of global suppliers, in order to leverage The Timken Company’s economies of scale. Most of the input materials such as rings and cages are procured from domestic vendors. Raw material procurement is subject to price negotiation.

In order to mitigate the risk associated with raw material and components prices, the Company manages its procurement through grading, sourcing of raw material and constant pricing negotiation with vendors. It renegotiates the prices with its customers in case there is more than normal deviation in the prices of its major raw materials.

2. Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The risk of fluctuations in foreign currency exchange rates on its financial liabilities including trade and other payables etc, which are mainly in US Dollars are mitigated through the natural hedge alignment, as Company’s export sales are predominantly in US dollars and such economic exposure through trade and other receivables in US dollars provide natural alignment. Hence, a reasonable variation in the Foreign exchange rate would not have much impact on the profit/ equity of the Company.

Foreign currency sensitivity analysis

The Company is exposed to the currencies USD, EURO, GBP, JPYand CHF on account of outstanding trade receivables and trade payables.

The following table details the Company’s sensitivity to a 5% increase and decrease in INR against the USD, EURO, GBP, JPY and CHF. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A negative number below indicates a decrease in profit or equity where the INR weakens 5% against the relevant currency. For a 5% strengthening of the INR against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be positive.

a) The Fair value for investments in mutual funds have been determined based on the NAV of the respective funds as on balance sheet date.

b) The Company has determined the carrying value of the investment as its fair value in the absence of any available fair value for its non-current investment which is carried at cost.

NOTE 6B: Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maximise theshareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

The Company is not subject to any externally imposed capital requirements.

NOTE 7 : GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

The Company has a defined benefit gratuity plan (funded). Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.

The Company also has a Death Benefit Scheme (unfunded) for its employees where the immediate beneficiaries are entitled to a monthly fixed sum till the date of superannuation, for death in harness.

The Company has a separate Provident Fund Trust (funded) whereby, all the employees are entitled to benefits as per Provident Fund Act/ Trust Deed. Any shortfall for the Trust is borne by the Company, hence the same is treated as a defined benefit scheme. The actuary has provided a valuation and determined the fund assets and obligations as at March 31, 2019. The corresponding disclosures mentioned below are to the extent of the shortfall in the interest guaranteed on the provident fund vis-a-vis the interest rate notified by the Government.

The estimates of rate of escalation in salary considered in actuarial valuation taken into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is as certified by the Actuary. The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Company’s policy for plan assets management.

Each year, the Board of Trustees reviews the level of funding in the Gratuity plan. Such a review includes the asset-liability matching strategy and investment risk management policy.

The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

NOTE 8 : SCHEME OF AMALGAMATION AND ARRANGEMENT

The Scheme of Amalgamation and Arrangement between ABC Bearings Limited (“ABC”) and the Company (the “Scheme”) was approved by National Company LawTribunal (“NCLT”) at Mumbai and by National Company LawTribunal (“NCLT”) at Bangalore vide their orders dated April 20, 2018 (received on July 17, 2018) and April 26, 2018 (received on April 27, 2018) respectively. On filing of the NCLT order with the jurisdictional registrar of companies on the August 30, 2018, the Scheme became effective from the Appointed date of May 1, 2018 (the “Appointed date”) as per the NCLT orders. The Company has followed the acquisition method of accounting under Ind AS 103 to account for the approved Scheme.

Pursuant to the Scheme, the Company allotted 7,218,750 equity shares to the shareholders of the Company in the ratio of 5 equity share ofRs. 10/- each of the Company for every 8 shares ofRs. 10/- each held by the shareholders of ABC.

As per the requirements of the Scheme, amalgamation of ABC into the Company have been accounted as under as on the appointed date:

(I) Assets and liabilities of ABC have been recorded to reflect at their fair values as on the Appointed date. The difference between the fair value of equity shares issued to the shareholders of ABC and the net assets (i.e. fair value of assets and liabilities recorded as mentioned above), is recorded as goodwill.

(II) The face value of equity shares issued bythe Company to the shareholders of ABC has been recorded to the credit of share capital account of the Company. The premium on issue of these equity shares has been recorded to the credit of securities premium account, to the extent of difference between (i) the fair value of such shares so issued and (ii) the face value of such shares allotted.

Principal activity of ABC :

ABC was in the business of manufacturing and sells bearings in India and its products significantly includes taper roller, cylindrical roller, clutch release etc. The business was carried out through its manufacturing facility in Bharuch, Gujrat which is transferred to the Company, pursuant to the Scheme

Had the above acquisition occurred at the beginning of the year ended March 31, 2019, the Revenue from operations and profit before tax for the year ended would have been higher byRs. 175.19 million andRs. 9.2 million.

NOTE 9 : NEW REVENUE RECOGNITION

Effective April 1, 2018, the Company has applied Ind AS 115 which establishes a comprehensive framework for determining whether, how much and when revenue is to be recognised. Ind AS 115 replaces Ind AS 18 Revenue and Ind AS 11 Construction Contracts. The Company has adopted Ind AS 115 using the cumulative effect method. The effect of initially applying this standard is recognised at the date of initial application (i.e. April 1, 2018). The standard is applied retrospectively only to contracts that are not completed as at the date of initial application and the comparative information in the statement of profit and loss is not restated - i.e. the comparative information continues to be reported under Ind AS 18 and Ind AS 11. The impact of adoption of the standard on the financial statements of the Company is insignificant

NOTE 10 : PREVIOUS PERIOD COMPARATIVES

Previous year figures have been regrouped or reclassified wherever necessary to conform to current year’s grouping or classification.

Source : Dion Global Solutions Limited
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