2. Shares issued in preceding 5 years
a) The Company had issued and allotted during the year 2011-12, 133,03,38,317 equity shares as fully paid-up bonus shares by utilization of securities premium reserve in the ratio of 1:1.
b) As on March 31, 2017, there are 35,22,45,640 equity shares representing the outstanding Global Depository Receipts (GDRs). The balance GDRs have been converted into equity shares.
3. Shares held by the Holding Company
Hinduja Automotive Limited, the holding company, holds 110,46,46,899 (2016: 110,46,46,899, 2015: 110,46,46,899) Equity shares and 54,86,669 (2016: 54,86,669, 2015: 54,86,669) Global Depository Receipts (GDRs) equivalent to 32,92,00,140 (2016: 32,92,00,140, 2015: 32,92,00,140) Equity shares of ''''1 (2016: ''''1, 2015: ''''1) each aggregating to 50.38% (2016: 50.38%, 2015: 50.38%) of the total share capital.
4. Shareholders other than the Holding Company holding more than 5% of the equity share capital
Life Insurance Corporation of India holds 105,298,950 (2016: 128,308,174,2015: 18,76,02,225) Equity shares of ''''1 (2016: ''''1, 2015: ''''1) each aggregating to 3.70% (2016: 4.51%, 2015: 6.59%).
5. Rights, preferences and restrictions in respect of equity shares and GDRs issued by the Company
a) The Equity share holders are entitled to receive dividends as and when declared; a right to vote in proportion to holding etc. and their rights, preferences and restrictions are governed by / in terms of their issue under the provisions of the Companies Act, 2013.
b) The rights, preferences and restrictions of the GDR holders are governed by the terms of their issue, and the provisions of the Companies Act, 2013. Each GDR holder is entitled to receive 60 equity shares [ 2016: 60 equity shares, 2015: 60 equity shares ] of ''''1 each, per GDR, and their voting rights can be exercised through the Depository.
6. Information relating to Employees Stock Option Plan including details of options outstanding as at March 31, 2017 - Refer Note 3.15.
Refer "Statement of Changes in Equity" for additions / deletions in each reserve.
A. Share pending allotment represents equity shares to be issued pursuant to business combination during the year i.e. the scheme of amalgamation of Hinduja Foundries Limited with the Company. (Refer Note 3.21)
B. Capital reserve represents reserve created pursuant to the business combinations upto year end.
C. Securities premium reserve represents premium received on equity shares issued, which can be utilised only in accordance with the provisions of the Companies Act, 2013 (the Act) for specified purposes.
D. Debenture redemption reserve represents reserve created out of profit / retained earnings at specified value of debentures to be redeemed.
E. Share options outstanding account relates to stock options granted by the Company to employees under an employee stock options plan. (Refer Note 3.15)
F. General reserve is created from time to time by transferring profits from retained earnings and can be utilized for purposes such as dividend payout, bonus issue, etc.
G. Cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments that are recognized and accumulated in this reserve are reclassified to profit or loss only when the hedged transaction affects the profit or loss.
H. Foreign currency monetary items translation difference represents exchange differences on translation of long term foreign currency monetary items at rates different from those at which they were initially recorded in so far as they do not relate to acquisition of depreciable asset. These exchange differences in respect of borrowings up to March 31, 2016 are mortised by recognition as income or expense in each year over the balance term till settlement occurs but not beyond March 31, 2020.
I. In respect of the year ended March 31, 2017, the Board of Directors has proposed a dividend of ''''1.56 per equity share (2016: ''''0.95 per equity share, 2015: ''''0.45 per equity share) subject to approval by the shareholders at the ensuing Annual General Meeting after which dividend would be accounted and paid out of the retained earnings available for distribution in accordance with the provisions of the Act. Revaluation reserve transferred to retained earnings on transition date may not be available for distribution. (Also Refer Note 3.2.A)
J. Pursuant to the business combination during the year referred to above, the reserves and surplus of the amalgamating company as on October 1, 2016 have been taken over at the carrying values.
1. These are carried at mortised cost.
2. Refer Note 1.26 for current maturities of non-current borrowings.
3. Refer Note 3.13 for security and terms of the borrowings.
4. The Company has been authorized to issue 3,65,00,000 Redeemable Non-Cumulative Non-Convertible Preference Shares of Rs,10 each valuing Rs,3,650.00 lakhs and 7,70,00,000 (2016: 20,00,000, 2015: 20,00,000) Non-Convertible Redeemable Preference Shares of Rs,100 each valuing Rs,77,000.00 lakhs (2016: Rs,2,000.00 lakhs, 2015: Rs,2,000.00 lakhs). (Also Refer Note 3.21)
This provision is recognized once the products are sold. The estimated provision takes into account historical information, frequency and average cost of warranty claims and the estimate regarding possible future incidence of claims. The provision for warranty claims represents the present value of management''''s best estimate of the future economic benefits. The outstanding provision for product warranties as at the reporting date is for the balance unexpired period of the respective warranties on the various products which range from 1 to 18 months.
This provision is recognized once the products are sold. The estimated provision takes into account historical information, frequency and average cost of warranty claims and the estimate regarding possible future incidence of claims. The provision for warranty claims represents the present value of management''''s best estimate of the future economic benefits. The outstanding provision for product warranties as at the reporting date is for the balance unexpired period of the respective warranties on the various products which range from 1 to 18 months
5. Notes to the reconciliations:
A Under previous GAAP, prepayments under operating lease for land were included in Property, Plant and Equipment (PPE).
Under Ind AS, the same are specifically covered by Ind AS 17 on ''''leases'''' and hence reflected under other non-current/ current assets. The related foreign exchange differences and depreciation thereof and revaluation reserve has been de-recognized. The effect of these are reflected in total equity and profit or loss.
B Under previous GAAP, long term investments were measured at cost less diminution in value which is other than temporary. Under Ind AS, non-current investments (other than investments in equity instruments of subsidiaries, associates and joint ventures) are measured at fair value through profit or loss. Consequently, , the differences, as at the transition date and as at the end of year 2015-16, respectively between carrying value as per previous GAAP and fair value, are reflected in total equity and profit or loss.
C Under previous GAAP, certain long term borrowings (for acquisition of property, plant and equipment) with associated derivative contracts (currency and interest rate swaps) were considered as integral and were accordingly accounted. Under Ind AS, borrowings and the associated derivative contracts are reckoned as separate financial liabilities and are measured at mortised cost (using effective interest method) and at fair value respectively. The effect of these (carrying values, finance costs, capitalized exchange differences and depreciation thereon) is reflected in total equity and profit or loss. Further, the effect, in case of all other borrowings measured at mortised cost, is reflected similarly in total equity and profit or loss.
D Under previous GAAP, discounting of provisions was not permitted and provisions were measured at best estimate of the expenditure required to settle the obligation at the balance sheet date without considering the effect of discounting. Under Ind AS, provisions are measured at discounted amounts. The effect of these are reflected in total equity and profit or loss.
E Under Ind AS, deferred taxes are recognized relating to Ind AS adjustments including deferred taxes measured using balance sheet approach. The effect of these are reflected in total equity and profit or loss.
F Under previous GAAP, the fixed assets of the Company were revalued and a revaluation reserve was created. Under Ind AS, the Company has adopted previous GAAP carrying value as deemed cost for PPE as on transition date and accordingly revaluation reserve has been transferred to retained earnings.
G Under previous GAAP, proposed dividends were recognized as a provision in the financial statements, even if declared after the balance sheet date. Under Ind AS, dividends are recognized when declared. This resulted in a timing difference and has been reflected in total equity of the relevant financial years.
H Under previous GAAP, patterns and dies were classified under inventories and related charge was included in cost of materials consumed. Under Ind AS, patterns and dies are classified as part of PPE and related amortization included in depreciation/ amortization charge for the year. Related supplier advances have been re-classified to capital advances.
I Under previous GAAP, minimum alternate tax entitlements were classified under other non-current assets. Under Ind AS, it is classified as unused tax credits under deferred tax.
J Under previous GAAP, short term borrowings and book overdraft forming part of a single bank consortium agreement were
reflected as net in cash and cash equivalents. Under Ind AS, they have not been so reflected in view of the offsetting criteria not being met, and therefore have been reflected separately in borrowings and other current financial liabilities respectively.
On similar principles, derivative assets have been disclosed under other current financial assets and derivative liabilities under other current financial liabilities.
K Under previous GAAP, cash discount paid, cash discount received and outward freight recoveries were recorded under other expenses, other income and packing and forwarding charges respectively. Under Ind AS, they are reflected, as adjustments, in revenue for sale of products, cost of materials consumed and other operating income respectively. Further, under Ind AS, excise duty, under previous GAAP, was adjusted in revenue from sale of products whereas under Ind AS, it is considered as a production cost and hence disclosed separately as an expense in the statement of profit and loss.
L Under previous GAAP, actuarial gains and losses on employees defined benefit obligations were recognized in profit or loss. Under Ind AS, the actuarial gains and losses on re-measurement of net defined benefit obligations are recognized in other comprehensive income. This resulted in a reclassification between profit or loss and other comprehensive income.
M Under previous GAAP, there was no separate record in the financial statements for Other Comprehensive Income (OCI). Under Ind AS, specified items of income, expense, gains and losses are presented under OCI.
Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying values of assets and liabilities and their respective tax bases, unused tax credits. Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses and unused tax credits could be utilized.
Note: These will expire in various years up to 2024-25.
6. Retirement benefit plans
7. Defined contribution plans
Eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees'''' salary. The contributions are made to the provident fund and pension fund set up as irrevocable trusts by the Company. The interest rates declared and credited by trusts to the members have been higher than the statutory rate of interest declared by the Central Government and there have been no shortfalls on this account. The Company also has a superannuation plan.
The total expense recognized in profit or loss of Rs,7,669.25 lakhs (2015-2016: Rs,7,053.20 lakhs) represents contribution payable to these plans by the Company at rates specified in the rules of the plan.
8. Defined benefit plans
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees at retirement, death, while in employment or on termination of employment of an amount equivalent to 26 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation. The Company makes annual contributions to a funded gratuity scheme administered by the Life Insurance Corporation of India.
Company''''s liability towards gratuity (funded), other retirement benefits and compensated absences are actuarially determined at each reporting date using the projected unit credit method.
9. The Company funds the cost of the gratuity expected to be earned on a yearly basis to Life Insurance Corporation of India, which manages the plan assets.
The actual return on plan assets was Rs,1,705.48 lakhs (2015-16: Rs,1,026.91 lakhs).
Significant actuarial assumptions for the determination of the defined obligation are discount rate and expected salary increase. The sensitivity analysis below has been determined based on reasonably possible changes of the respective assumption occurring at the end of the reporting period.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of each reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from previous year.
The Company expects to make a contribution of Rs,1,864.25 lakhs (as at March 31, 2016: Rs,2,403.03 lakhs) to the defined benefit plans (gratuity - funded) during the next financial year.
The average duration of the benefit obligation (gratuity) as at March 31, 2017 is 6.7 years (as at March 31, 2016: 6.5 years).
* impact of 1,421,725 shares to be issued under employees stock option is anti-dilutive and hence these shares have been excluded.
10. Financial Instruments
11. Capital management
The Company manages its capital to ensure that it will be able to continue as going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance.
The Company determines the amount of capital required on the basis of annual master planning and budgeting and five year''''s corporate plan for working capital, capital outlay and long-term product and strategic involvements. The funding requirements are met through equity, internal accruals and a combination of both long-term and short-term borrowings.
The Company monitors the capital structure on the basis of total debt to equity and maturity profile of the overall debt portfolio of the Company.
12. Financial risk management
In course of its business, the Company is exposed to certain financial risks that could have significant influence on the Company''''s business and operational / financial performance. These include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Board of Directors reviews and approves risk management framework and policies for managing these risks and monitors suitable mitigating actions taken by the management to minimize potential adverse effects and achieve greater predictability to earnings.
In line with the overall risk management framework and policies, the treasury function provides services to the business, monitors and manages through an analysis of the exposures by degree and magnitude of risks.
The Company uses derivative financial instruments to hedge risk exposures in accordance with the Company''''s policies as approved by the board of directors.
(A) Market risk
Market risk is the risk that changes in market prices, liquidity and other factors that could have an adverse effect on realizable fair values or future cash flows to the Company. The Company''''s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates as future specific market changes cannot be normally predicted with reasonable accuracy.
(1) Foreign currency risk management:
The Company undertakes transactions denominated in foreign currencies and thus it is exposed to exchange rate fluctuations. The Company actively manages its currency rate exposures, arising from transactions entered and denominated in foreign currencies, through a centralized treasury division and uses derivative instruments such as foreign currency forward contracts to mitigate the risks from such exposures. The use of derivative instruments is subject to limits and regular monitoring by Management.
The carrying amounts of the Company''''s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows.
Note - Some of the derivatives reported under this column are not designated in hedging relationships but have been taken to economically hedge the foreign currency exposure.
Foreign currency sensitivity analysis:
Movement in the functional currencies of the various operations of the Company against major foreign currencies may impact the Company''''s revenues from its operations. Any weakening of the functional currency may impact the Company''''s cost of imports and cost of borrowings and consequently may increase the cost of financing the Company''''s capital expenditures.
The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreign exchange rate exposure of a currency and a parallel foreign exchange rates shift in the foreign exchange rates of each currency by 2%, which represents Management''''s assessment of the reasonably possible change in foreign exchange rates.
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financials instruments and the impact on the other components of equity arises from foreign currency forward contracts designated as cash flow hedges. The following table details the Company''''s sensitivity movement in the foreign currencies:
In Management''''s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.
The following table details the forward foreign currency contracts outstanding at the end of the reporting period:
Included in the balance sheet under ''''other financial assets'''' and ''''other financial liabilities''''. [Refer Notes 1.14 and 1.26]
(13) Interest rate risk management:
The Company is exposed to interest rate risk pertaining to funds borrowed at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings by the use of interest rate swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies. Further, in appropriate cases, the Company also effects changes in the borrowing arrangements to convert floating interest rates to fixed interest rates.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming that the amount of the liability as at the end of the reporting period was outstanding for the whole year. A 25 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents Management''''s assessment of the reasonably possible change in interest rates.
If interest rates had been 25 basis points higher/ lower, the Company''''s profit for the year ended March 31, 2017 would decrease/ increase by Rs,242.74 lakhs (2015-16: decrease/ increase by Rs,376.77 lakhs). This is mainly attributable to the Company''''s exposure to interest rates on its variable rate borrowings.
(14) Foreign currency and interest rate sensitivity analysis for swap contracts:
The Company has taken cross currency and interest rate swap (CCIRS) contracts for hedging its foreign currency and interest rate risks related to certain external commercial borrowings. This CCIRS contracts are composite contracts for both the foreign currency and interest rate risks and thus the mark-to-market value is determined for both the risks together. The mark-to-market loss as at March 31, 2017 is Rs,15,661.03 lakhs (March 31, 2016: Rs,28,205.64 lakhs and April 1, 2015: Rs,34,736.15 lakhs). If the foreign currency and interest rate movement each is 2% higher/ lower, the Company''''s profit for the year ended March 31, 2017 would approximately decrease/ increase by Rs,1,523.25 lakhs (2015-16: decrease/ increase by Rs,2,582.87 lakhs).
(15) Equity price risk:
Equity price risk is related to the change in market reference price of the investments in quoted equity securities. The fair value of some of the Company''''s investments exposes the Company to equity price risks. In general, these securities are not held for trading purposes.
Equity price sensitivity analysis
The fair value of equity instruments as at March 31, 2017, March 31, 2016 and April 1, 2015 was Rs,Nil, Rs,2,205.56 lakhs and Rs,46,656.33 lakhs respectively. A 5% change in prices of equity instruments held as at March 31, 2017, March 31, 2016 and April 1, 2015 would result in an increase/ decrease of Rs,Nil, Rs,110.28 lakhs and Rs,2,332.82 lakhs in fair value of equity instruments respectively.
(B) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company''''s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, credit guarantee cover is taken. The Company operates predominantly on cash and carry basis excepting sale to State Transport Undertaking (STU), Government project customers based on tender terms and certain export customers which are on credit basis. The average credit period is in the range of 7 days to 90 days. However, in select cases, credit is extended which is backed by Security deposit/ Bank guarantee/ Letter of credit and other forms. The Company''''s trade and other receivables consists of a large number of customers, across geographies, hence the Company is not exposed to concentration risk.
The Company makes an allowance for doubtful debts using expected credit loss model and on a case to case basis.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings.
16. The other income includes Rs,20.89 lakhs being amount realised on sale of shares in Automotive Infotronics Limited, in excess of carrying value of the said investment as at April 1, 2015. The original cost of the said investment was Rs,1,575.18 lakhs.
17. Accounting for long term monetary items in foreign currency forward contracts Exchange difference in long term monetary items in foreign currency
The Company has elected the option under Ind AS 101 ''''First-time Adoption of Indian Accounting Standards'''' and has continued the policy adopted for accounting of exchange differences arising from translation of long term foreign currency monetary items recognized in the financial statements up to March 31, 2016. Accordingly, exchange difference on translation or settlement of long term foreign currency monetary items at rates different from those at which they were initially recorded or as at April 1, 2007, in so far as it relates to acquisition of depreciable assets are adjusted to the cost of the assets. In other cases, such exchange differences, arising effective April 1, 2011, are accumulated in "Foreign currency monetary item translation difference account" and amortized by recognition as income or expense in each year over the balance term till settlement occurs but not beyond March 31, 2020. Accordingly,
a) Foreign exchange (gain) / loss relating to acquisition of depreciable assets, capitalized during the year ended March 31, 2017 aggregated Rs,577.36 Lakhs [ year ended March 31, 2016 Rs,10,489.96 Lakhs].
b) Amortized net exchange difference in respect of long term monetary items relating to other than acquisition of depreciable assets, charged to the statement of profit and loss for the year ended March 31, 2017 is Rs,2,029.29 Lakhs [year ended March 31, 2016 Rs,776.87 Lakhs].
c) The un-amortised net exchange difference in respect of long term monetary items relating to other than acquisition of depreciable assets, is a loss of Rs,1,149.49 lakhs as at March 31, 2017 [as at March 31, 2016: loss of Rs,2,428.53 lakhs]. These amounts are reflected as part of the "Other Equity". 3.21 Accounting for business combination
The Scheme of amalgamation for the merger of Hinduja Foundries Limited ("the amalgamating company") with the Company was approved by the Board of Directors in its meeting held on September 14, 2016 with an appointed date of October 01, 2016. The said scheme has been approved by various statutory and regulatory bodies and final order of National Company Law Tribunal ("NCLT") has been received on April 24, 2017. This common control business combination has been accounted as per the scheme and in accordance with Ind AS 103 "Business Combination" notified under the Companies Act, 2013. Further, in terms of the Scheme, 8,06,58,292 equity shares of Rs,1 each of the Company are pending to be issued and allotted as fully paid up to the shareholders of the amalgamating company. This has been included under "Other Equity" and considered in computation of earnings per share (basic and diluted).
18. Pursuant to the aforesaid Scheme of amalgamation, the authorized equity share capital of the Company stands increased by the authorized equity share capital of the amalgamating company aggregating Rs,25,000.00 Lakhs (250,00,00,000 equity shares of face value of Rs,1 each).
The company is further authorized to issue 7,50,00,000 non-convertible redeemable preference shares of Rs,100 each aggregating to Rs,75,000.00 lakhs (Refer Note 1.19)
19. Accounting treatment
The business combination has been accounted by using the Pooling of Interest method in accordance with the said approved Scheme of Amalgamation and Ind AS 103.
20. Pursuant to a settlement agreement dated September 7, 2016 between the Company and Nissan Motor Co. Ltd. Japan, the uncertainties relating to the joint venture operations were resolved. The settlement agreement resulted in continuity of LCV business by the Company and acquisition of the balance stake of Nissan in the joint venture companies. These companies became wholly owned subsidiaries of the Company post receipt of various regulatory approvals and completion of share transfer formalities in November 2016. Subsequently, the Company reformulated its business strategy for LCV business considering the growth prospects. The Company had, in the previous year, provided for an impairment loss of Rs,29,597.51 lakhs in view of the uncertainties as stated above.
Considering the above developments/ factors and business valuation by an independent valuer, the impairment loss of Rs,29,597.51 lakhs recognized in the previous year, has been reversed in the books.
21. The Company has financial involvement (Equity investment of Rs,14,989.44 lakhs and Loans of Rs,24,414.08 lakhs) in Optare Plc, U.K., a subsidiary company (Optare). The Company has also given financial guarantees aggregating Rs,19,236.88 lakhs to Optare''''s lenders for loans taken by Optare.
Optare has made losses in the current year and its accumulated losses as at the yearend have substantially eroded its net worth. There have been curtailment in business due to increased competition which has affected Opatre''''s ability to meet its third parties liabilities. In view of these factors and business valuation of Optare by an independent valuer, the Company has recognized, in the current year, an impairment loss of Rs,24,414.08 lakhs for loans given to Optare and has made a provision of Rs,20,000.00 lakhs for its obligations towards loans advanced to Optare by its lenders, and a provision of Rs,8,100.00 lakhs for third party claims and other potential liabilities.
In 2016, the Company had recognized an impairment loss of Rs,14,989.44 lakhs for impairment in value of its equity investment in Optare.