Cipla Ltd. (“the Company") is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. Cipla Ltd. is a global pharmaceutical company which uses cutting edge technology and innovation to meet the everyday needs of all patients. The Company has its wide network of operations in local as well foreign markets.
Note 1: Lease Accounting
Where the Company is a Lessee
The Company has obtained certain premises for its business operations (including furniture and fixtures, therein as applicable) under cancellable operating lease or leave and license agreements ranging from 11 months to 5 years or longer which are subject to renewal at mutual consent. The cancellable lease arrangements can be terminated by either party after giving due notice. Lease payments are recognised in the Statement of Profit and Loss under ‘Rent’ in Note 36.
Where the Company is a Lessor
The Company has given certain premises under operating lease or leave and license agreement. The Company retains substantially all risks and benefits of ownership of the leased asset and hence classified as Operating lease. Lease income on such operating lease is recognised in Statement of Profit and Loss under ‘Rent’ in Note 29.
B. Details of Other Litigations
i The Government of India has served demand notices in March 1995 and May 1995 on the Company in respect of six bulk drugs, claiming that an amount of Rs.5.46 crore along with interest due thereon is payable into the DPEA under the Drugs (Prices Control) Order, 1979 on account of alleged unintended benefit enjoyed by the Company. The Company has filed its replies to the notices and has contended that no amount is payable into the DPEA under the Drugs (Prices Control) Order, 1979.
ii The Company had received notices of demand from the National Pharmaceutical Pricing Authority (NPPA), Government of India, on account of alleged overcharging in respect of certain drugs under the Drugs (Prices Control) Order, 1995 (“DPCO, 1995"). These notices have been subject to challenge by the Company on the question of fixation of retail prices without adhering to the formula/process laid down in DPCO, 1995 and also if some of the specified drugs be subjected to price control, based on the parameters contained in the Drug Policy, 1994. The Company challenged these notices in the Hon’ble Bombay High Court on the ground that bulk drugs contained in the said formulations are not amenable to price control, based on the parameters contained in the Drug Policy, 1994 on which the DPCO, 1995 is based and in the Hon’ble Allahabad High Court on process followed for fixation of pricing norms. These Petitions were decided in favour of the Company and the matters were carried in Appeal by the Government to the Hon’ble Supreme Court of India. The Hon’ble Supreme Court of India in August 2003 remanded the question of inclusion of certain drugs under price control to the Hon’ble Bombay High Court, after interpreting some of the criteria laid down in the Drug policy for inclusion/exclusion of drugs under price control.
In February 2013, the Hon’ble Supreme Court of India transferred the Hon’ble Bombay High Court Petitions, also before itself for a final hearing on both the matters. These Petitions were thereafter transferred back to Bombay High Court vide Order dated 20th July, 2016, along with directions that 50% of the demands raised as mentioned in its earlier
Order dated August 2003 be deposited by the Petitioners in the Bombay Petitions, within six (6) weeks. Accordingly, the Company deposited a sum of Rs.175.08 crore on 22nd August, 2016.
The Hon’ble Supreme Court of India vide its Order and Judgment dated 21st October, 2016, allowed the Appeals filed by the Government against the Judgment and Order of the Hon’ble Allahabad High Court regarding fixation of retail prices. Further, the said order was specific to fixation of retail prices without adhering to the formula/process laid down in DPCO, 1995. The grounds relating to inclusion of certain drugs within the span of price control continues to be sub-judice with the Hon’ble Bombay High Court. The Company has been legally advised that it has a substantially strong case on the merits of the matter, especially under the guidelines/principles of interpretation of the Drug Policy enunciated by the Hon’ble Supreme Court of India. Although, the recent decision of Hon’ble Supreme Court dated 21st October, 2016 referred above was in favour of the Government, basis the facts and legal advice on the matter sub-judice with the Hon’ble Bombay High Court, no provision is considered necessary in respect of the notices of demand received till date aggregating to Rs.1768.51 crore. It may be noted that NPPA in its public disclosure has stated the total demand amount against the Company to be Rs.2567.53 crore, however, the Company has not received any further notices beyond an aggregate amount of Rs.1768.51 crore.
Note 2: Employee Benefits
i Short Term Employee Benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits. Benefits such as salaries, wages, short terms compensated absences, etc., and the expected cost of bonus, ex-gratia are recognised in the period in which the employee renders the related service.
ii Long Term Employee Benefits
The disclosures as per Ind AS-19 are as under:
a. Brief description of the Plans
Defined Contribution Plan:
The Company’s defined contribution plan is Employees’ Pension Scheme (under the provisions of Employees’ Provident Funds and Miscellaneous Provisions Act, 1952) since the Company has no further obligation beyond making the contributions.
Defined Benefit and other Long term Benefit Plans:
i. The Company has two schemes for long term benefits namely, Provident Fund and Gratuity:
- The provident fund plan, a funded scheme is operated by the Company’s Provident Fund
Trust, which is recognised by the Income tax authorities and administered through trustees/ appropriate authorities.
- The Company provides for Gratuity, a defined Benefit plan based on actuarial valuation as of the Balance Sheet date, based upon which, the Company contributes all the ascertained liabilities to the Insurer Managed Funds.
ii. The employees of the Company are also entitled to leave encashment .The provision is made based on actuarial valuation for leave encashment at the year end.
Note 3. Related Party Disclosures
As per Ind AS-24, “Related Party Disclosures", the related parties where control exists or where significant influence exists and with whom transaction have taken place are as below:
A. Subsidiary Companies including step-down subsidiaries and associate companies are as follows:
B. Key Management Personnel
Ms. Samina Vaziralli - Executive Vice-Chairperson *
Mr. Umang Vohra - Managing Director and Global Chief Executive Officer **
Mr. S. Radhakrishnan - Whole-time Director
Mr. Kedar Upadhye - Global Chief Financial Officer (w.e.f. 1st August, 2016)
Mr. Subhanu Saxena - Managing Director and Global Chief Executive Officer (resigned w.e.f. close of business hour on 31st August, 2016)
Mr. Rajesh Garg - Executive Director and Global Chief Financial Officer (Demitted office w.e.f. close of business hours on 12th June, 2015)
* appointed as Executive Director (w.e.f. 10th July, 2015) and as Executive Vice-Chairperson (w.e.f. 1st September, 2016)
** Global Chief Operating Officer and Global Chief Financial Officer upto 31st July, 2016; Global Chief Operating Officer from 1st August, 2016 to 31st August, 2016 and Managing Director and Global Chief Executive Officer w.e.f. 1st September, 2016
C. Non-Executive Chairman & Non-Executive Vice-Chairman
Dr. Y. K. Hamied - Chairman Mr. M. K. Hamied - Vice-Chairman
D. Non-Executive Directors
Mr. Ashok Sinha Mr. Adil Zainulbhai Ms. Punita Lal
Ms. Naina Lal Kidwai (w.e.f. 6th November, 2015)
Dr. Nachiket Mor (resigned w.e.f. 7th August, 2015)
Ms. Ireena Vittal (w.e.f. 1st December, 2016)
Mr. Peter Lankau ( w.e.f. 10th January, 2017)
Dr. Peter Mugyenyi
E. Entities over which Key Management Personnel are able to exercise significant influence
Hamied Foundation (w.e.f. 3rd February, 2016)
Cipla Cancer & AIDS Foundation
F. Trust over which Entity has control/significant influence
Cipla Employees Stock Option Trust Cipla Health Employees Stock Option Trust
Note 4: Employee Stock Option Schemes
The Company has implemented “ESOS 2013", “ESOS 2013 - A" and “ESOS 2013 - B" as approved by the Shareholders on 8th April, 2013, 22nd August, 2013 and 22nd August, 2013 respectively. Details of the Options granted during the year under the Scheme(s) are as given below:
The options are granted at an exercise price, which is in accordance with the relevant SEBI guidelines in force, at the time of such grants. Each option entitles the holder to exercise the right to apply for and seek allotment of one equity share of Rs.2 each.
Note 5: Segment Information
In accordance with Ind AS-108 “Operating Segments", segment information has been given in the Consolidated Financial Statements of Cipla Ltd., and therefore, no separate disclosure on segment information is given in these financial statements.
Note 6: Details of Loans given, Investments made and Guarantees given covered under Section 186(4) of the Companies Act, 2013
a) Loans and Advances in the nature of Loans given to Subsidiaries and Associates
b) Loans given to Others
i. All the above loans have been given for business purposes.
ii. The loans and advances shown above, fall under the category of ‘Non-current Financial Assets’ and are re-payable within 3 to 6 years except Current Loans and Advances to Bakul Pharma Pvt. Ltd. and Cipla Health Ltd.
iii. Loans given to employees as per the Company’s policy are not considered.
c) Investments made are given under the respective heads.
d) Corporate Guarantees given by the Company in respect of Loans and Interest Rate Swaps as at 31st March, 2017
A. Fair Value Measurement
The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
Fair value of cash and current deposits, trade and other current receivables, trade payables, other current liabilities, current loans from banks and other financial institutions approximate their carrying amounts largely due to the current maturities of these instruments.
Financial Instruments with fixed and variable interest rates are evaluated by the company based on parameters such as interest rate and individual credit worthiness of the counterparties. Based on this evaluation, allowances are taken to account for the expected losses of these receivables.
Fair Value Hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
B. Financial Risk Management Objectives and Policies
The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
The Company’s financial liabilities comprise of borrowings, trade payable and other liabilities to manage its operation and financial assets includes trade receivables and other receivables etc. that arise from its operation.
The Company has constituted a Risk Management Committee consisting of majority of directors and senior managerial personnel. The Company has a robust Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments.
The Company has instituted a self governed Risk Management framework based on identification of potential risk areas, evaluation of risk intensity, and clear-cut risk mitigation policies, plans and procedures both at the enterprise and operating levels. The framework seeks to facilitate a common organisational understanding of the exposure to various risks and uncertainties at an early stage, followed by timely and effective mitigation. The Audit Committee of the Board reviews the risk management framework at periodic intervals. Our risk management procedures ensure that the management controls various business related risks through means of a properly defined framework.
The Company operates internationally and a major portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk to the extent that there is mismatch between the currencies in which its sales and services and purchases from overseas suppliers in various foreign currencies. Market Risk is the risk that changes in market prices such as foreign exchange rates will effect groups income or value of its holding financial assets/ instruments.
The Company also holds derivative financial instruments such as foreign exchange forward contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The exchange rate between the Rupee and foreign currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of the Company’s operations are adversely affected as the Rupee appreciates/ depreciates against US dollar (USD), Euro (EUR), South African Rand (ZAR) and British Pound (GBP).
A reasonably possible change in foreign exchange rates by 2% would have increased/ (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables in particular interest rates remain constant.
Interest Rate Risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
Exposure to interest rate risk
Company’s interest rate risk arises from borrowings. The Company adopts a policy of ensuring that maximum of its interest rate risk exposure is at a fixed rate. The interest rate profile of the Company’s interest-bearing financial instruments as reported to the management of the Company is as follows.
Cash Flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.
The risk estimates provided assume a parallel shift of 50 basis points interest rate across all yield curves. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.
Credit risk refers to the risk of default on its obligation by the customer / counter party resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is carrying value of respective financial assets.
Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned from customers. Credit risk has always been managed by each business segment through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The group uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled revenues. The provision matrix takes into account available external and internal credit risk factors such as default risk of industry, credit default swap quotes, credit ratings from international credit rating agencies and historical experience for customers.
Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in liquid mutual fund units, quoted bonds issued by government and quasi government organisations and certificates of deposit which are funds deposited at a bank for a specified time period.
The Company’s principle sources of liquidity are cash and cash equivalents, current investments and the cash flow that is generated from operations. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived. The Company closely monitors its liquidity position and maintains adequate source of funding.
Note 8. Corporate Social Responsibility (CSR) Expenditure
The Company has incurred a total expenditure of Rs.28.25 crore, which is being debited to the profit and loss account for the year ended 31st March, 2017
The CSR committee constituted by the Board of Directors of the Company under Section 135 of the Act supervises all the expenditure incurred for CSR purposes. The Company makes contribution to two trusts being set up to execute and manage the projects being undertaken as directed and monitored by the CSR committee.
Following is the information regarding projects undertaken and expenses incurred on CSR activities during the year ended 31st March, 2017:
i. Gross amount required to be spent by the Company during the year - Rs.33.38 crore (31st March, 2016 Rs.35.80 crore).
ii. Amount spent during the year (by way of contribution to the trusts and projects undertaken).
A. Risk Management
The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or sell new assets to reduce debt.
Net Debt = Total Borrowings less Cash and Cash Equivalents including Current Investments.
Total ‘Equity’ is as shown in the Balance Sheet.
The Board of Directors at its meeting held on 25th May, 2017 have recommended a payment of final dividend of Rs.2.00 per equity share of the face value of Rs.2 each for the financial year ended 31st March, 2017. The same amounts to Rs.193.66 crore including dividend distribution tax.
The above is subject to approval at the ensuing Annual General Meeting of the Company and hence is not recognised as a liability.
Note 10: First time adoption of Indian Accounting Standards
The Company has adopted Indian Accounting Standards (Ind AS) notified by the Ministry of Corporate Affairs with effect from 1st April, 2016,with a transition date of 1st April, 2015. Ind AS 101 ‘First-time Adoption of Indian Accounting Standards’ requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements which is for the year ended 31st March, 2017 for the company, be applied retrospectively and consistently for all financial years presented.
Consequently, in preparing these Ind AS financial statements, the Company has availed certain exemptions and complied with the mandatory exceptions provided in Ind AS 101, as explained below. The resulting difference of, Rs.410.44 crore, in the carrying values of the assets and liabilities as at the transition date and Rs.353.41 crore as at 31st March, 2016 between the Ind AS and Previous GAAP have been recognised directly in other equity.
1. Exemptions and Exceptions availed:
Set out below are the Ind AS 101 optional exemptions availed as applicable and mandatory exceptions applied in the transition from previous GAAP to Ind AS.
(a) Deemed Cost
The Company has opted para D7 AA and accordingly considered the carrying value of property, plant and equipments, Intangible assets and Investment Properties as deemed cost as at transition date.
(b) Designation of previously recognised Financial Instruments
Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS.
The Company has elected to apply this exemption for its investment in equity instruments.
(c) De-recognition of Financial Assets and Liabilities
The Company has elected to apply de-recognition requirements for financial assets and liabilities under Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS.
(d) Classification and measurement of Financial Assets
The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances that exist on the date of transition to Ind AS.
Upon an assessment of the estimates made under Previous GAAP, the Company has concluded that there was no necessity to revise such estimates under Ind AS except as a part of transition where following estimates were required by Ind AS and not required by Previous GAAP Impairment of financial assets based on expected credit loss model.
1. Notes to first time adoption of Ind AS:
a. Property, Plant and Equipment
With respect of clarification dated 17th April, 2017 issued by Ind AS Transition Facilitation Group, the Company has recognised the amount of unamortised deferred income as at the date of transition and the carrying amount of the property, plant and equipment as at the date of transition has been increased by the amount of government grant deducted as per previous GAAP (net of cumulative depreciation impact). The difference between the unamortised deferred income and increase in the carrying amount of PPE has been recognised in retained earnings as at the date of transition.
Grants from the government are recognised at their fair value where there is reasonable assurance that the grant will be received and the Group companies will comply with all attached conditions. Government grants relating to the purchase of property, plant and equipment are included in noncurrent liabilities as deferred income and are credited to Profit and Loss on a straight-line basis over the expected lives of related assets and presented within other income.
On the assessment of lease agreement at the time of transition to Ind AS, the Company has regroup prepaid portion of operating leases from leasehold and to other non-current assets.
b. Interest free loans to subsidiaries
The Company has recorded the equity component of interest free loans given to subsidiaries in Noncurrent investments.
Under the previous GAAP, investments in equity instruments of subsidiaries were classified as longterm investments and were carried at cost less provision for other than temporary decline in the value of such investments. Ind AS, allow first-time adopters to use a ‘deemed cost’ of either fair value or the carrying amount under previous accounting practice to measure the initial cost of investments in subsidiaries in the separate financial statements. The Company has elected to measure investment amounting to Rs.2713.55 crore in Cipla Medpro South Africa (Proprietary) Ltd at fair value as of the transition date. The resulting fair value changes of these investments amounting to Rs.632.46 crore have been recognised in retained earnings as at the date of transition. This decreased the retained earnings by Rs.632.46 crore as at 1st April, 2015.
Pursuant to Para 53 of Ind AS 103, the Group has charged off acquisition-related costs in the periods in which the costs are incurred and the services are received.
Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value. The resulting fair value changes of these investments have been recognised in retained earnings.
d. Proposed Dividend:
Under the previous GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events and accordingly, provision for proposed dividend was recognised as a liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the general meeting. As a result, liability for dividend is a non—adjusting event. Accordingly, the liability for proposed dividend as at 1st April, 2015 included under provisions in the previous GAAP has been reversed with corresponding adjustment to retained earnings. Consequently, the total equity has been increased by an equivalent amount.
e. Forward Contracts
Under the previous GAAP the premium or discount arising at the inception of forward exchange contracts entered into to hedge an existing asset/liability, was amortised as expense or income over the life of the contract. Under the Ind AS 109, Forward Contracts are carried at fair value and the resultant gains and losses are recorded in the Statement of Profit and Loss.
f. Re-measurements of Post Employment Benefit Obligation
Under Ind AS, re-measurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit and loss. Under the previous GAAP, these re-measurements were forming part of the Statement of Profit and Loss for the year.
g. Retained Earnings
Retained earnings as at 1st April, 2015 has been adjusted consequent to the above Ind AS transition adjustments.
h. Deferred Tax
Deferred tax under Ind AS has been recognized for temporary differences between tax base and the book base of the relevant assets and liabilities. Under IGAAP the deferred tax was accounted based on timing differences impacting the profit or loss for the period. Deferred Tax on aforesaid Ind AS adjustments has been created for both periods - as on 31st March, 2016 and 1st April, 2015.
i. Contingent consideration
During the year 2014-15, Cipla Limited has acquired 51% stake in a pharmaceuticals manufacturing and distribution business in Yemen (in turn owned by a UAE based parent company).
The business acquisition was completed by entering into share purchase agreement for cash consideration of USD 21 million and contingent consideration of up to USD 20.3 million. The payment of contingent consideration was dependent upon the achievement of certain revenue targets over a period of two years.
During the year ended 1st April, 2015, an assessment of the probability of Yemen entity achieving the required revenue was conducted by the Cipla. The assessment was based on actual and projected revenue and it was estimated that the liability will become due, hence the provision was created in the books of Cipla for such contingent consideration.
Group has created provision for payables for acquisition of business by debiting the investments. Out of the total amount payable Rs.50 crore is Long term provision payable in year 2016-2017 and remaining Rs.76.88 is part of short term provision payable in 2015-2016.
Adjustments include impact of discounting the deferred and contingent consideration payable for acquisition under Ind AS.
j. Effect of Ind AS adoption on Statement of Cash Flow for the year ended 31st March, 2016:
The Ind AS adjustments are either non cash adjustments or are regrouping among the cash flows from operating, investing and financing activities.
Consequently, Ind AS adoption has no impact on the net cash flow for the year ended 31st March, 2016 as compared with the previous GAAP.
k. Revenue from Operations & Excise Duty:
Under previous GAAP, revenue from sale of goods was presented net of excise duty on sales. Under Ind AS, revenue from sale of goods is presented inclusive of excise duty. Excise duty is presented in the Statement of Profit and Loss as part of other expenses. This has resulted in an increase in the revenue from operations and expenses for the year ended 31st March, 2016. The total comprehensive income for the year ended and equity as at 31st March, 2016 has remained unchanged.
l. Other Operating Income:
Upfront fees received on development and distribution was recognised in IGAAP. As per Ind AS 18 same has been deferred and recognised over the period of contract.
Authorisation of Financial Statements
The financial statements for the year ended 31st March, 2017 were approved by the Board of Directors on 25th May, 2017.