The Company has determined the indefinite useful life for its Copyrights & Trademarks on the basis of renewal of legal rights regularly and the management’s intention to keep it perpetually.
Allocation of goodwill to cash-generating units
Goodwill in the books of the Company pertains mainly to Consumer and Bazaar business of the Company.
At the end of each reporting period, the Company reviews carrying amount of goodwill to determine whether there is any indication that goodwill has suffered any impairment loss.
Accordingly, recoverable amount of goodwill is arrived basis projected cash flows from Consumer and Bazaar business.
Recoverable amount of goodwill exceeds the carrying amount of goodwill in the books as on 31st March 2017. Further there are no external indications of impairment of goodwill.
As a result, no impairment loss on goodwill is required to be recognized.
Projected cash flows from Consumer and Bazaar business
The recoverable amount of this cash-generating unit is determined based on a value in use calculation which uses cash flow projections based on financial budgets approved by the management covering a five year period, and a discount rate of 12.5% per annum (as at 31st March 2016: 12.5% per annum; as at 1st April 2015: 12.5% per annum).
Cash flow projections during the budget period are based on the same expected gross margins and raw materials price inflation throughout the budget period. The cash flows beyond that five-year period have been extrapolated using a steady 9% per annum (as at 31st March 2016: 9% per annum; as at 1st April 2015: 9% per annum) growth rate. The management believes that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.
b. Terms/ Rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs.1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in the proportion of their shareholding.
The Board of Directors at its meeting held on 18th May 2017 declared a final dividend of Rs.4.75 per equity share of Rs. 1 each, subject to approval of the shareholders at the ensuing Annual General Meeting
During the year ended 31st March 2015, the Company paid the Final Dividend of Rs.2.90 per equity share of Rs.1 each for the financial year 2014-15.
During the year ended 31st March 2016, the Company had paid an Interim Dividend of Rs.3.65 per equity share of Rs.1 each and Final Dividend of f 0.50 per equity share of Rs.1 each for the financial year 2015-16.
e. The Company had issued on 6th December 2007, 400 Foreign Currency Convertible Bonds (FCCB) of US$100,000 each, which were convertible into Equity shares at any time upto 1st December 2012. The due date for redemption of FCCBs was 7th December 2012. As on 7th December 2012, the balance outstanding FCCBs aggregating 205 Bonds were redeemed by the Company.
42. Segment information
Business Segment: The Company has Consumer & Bazaar Products and Industrial Products as its reportable segments. Consumer & Bazaar products consists of mainly Adhesives, Sealants, Art Materials and Construction Chemicals. Industrial Products consists of Organic Pigment, Industrial Resins and Industrial Adhesives. The VAM plant was modified to make a range of Speciality Acetates. Others largely comprises manufacture and sale of Speciality Acetates. Operating Segment disclosures are consistent with the information provided to and reviewed by the Managing Director (Chief Operating Decision Maker).
(vi) The expected rate of return on plan assets is determined after considering several applicable factors such as the composition of the plan assets, investment strategy, market scenario, etc. In order to protect the capital and optimise returns within acceptable risk parameters, the plan assets are well diversified.
(vii) The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations.
(viii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.
Gratuity fund asset is managed by Life Insurance Corporation of India and Pidilite has funding ratio of 95% (i.e. asset over liability ratio of 95%), which is on the top 5% when compared to other companies, there is no material risk of the Company unable to meet the Gratuity payments. Also as the fund is set up as a trust, the monies as a part of the trust will not flow back into the company until the last employee of the trust is paid.
Note on other risks:
1 Investment risk - The funds are invested by LIC and they provide returns basis the prevalent bond yields, LIC on an annual basis requests for contributions to the fund, while the contribution requested may not be on the same interest rate as the bond yields provided, basis the past experience it is low risk.
2 Interest Risk - LIC does not provide market value of assets, rather maintains a running statement with interest rates declared annually - The fall in interest rate is not therefore offset by increase in value of Bonds, hence may pose a risk.
3 Longevity Risk - Since the gratuity payment happens at the retirement age of 60, longevity impact is very low at this age, hence this is a non-risk.
4 Salary risk - The liability is calculated taking into account the salary increases, basis past experience of the Company’s actual salary increases with the assumptions used, they are in line, hence this risk is low risk.
Note on Sensitivity Analysis
1 Sensitivity analysis for each significant actuarial assumptions of the Company which are discount rate and salary assumptions as of the end of the reporting period, showing how the defined benefit obligation would have been affected by changes is called out in the table above.
2 The method used to calculate the liability in these scenarios is by keeping all the other parameters and the data same as in the base liability calculation except for the parameters to be stressed.
3 There is no change in the method from the previous period and the points /percentage by which the assumptions are stressed are same to that in the previous year.
1 Employee Stock Option Scheme
a) Details of Employee Share Options
In the Annual General Meeting of the Company held on 24th July 2012, the shareholders approved the issue of 50,76,486 equity shares under the Scheme titled “Employee Stock Option Scheme-2012” (ESOS 2012). The Board approved Employees Stock Option Scheme covering 3,00,000 Stock options, in terms of the regulations of the Securities and Exchange Board of India.
The ESOS 2012 allows the issue of options to Eligible Employees of the Company. Each option comprises one underlying equity share. The exercise price of each option shall be Rs. 1/- per equity share. The options vest in the manner as specified in ESOS 2012. Options may be exercised within 5 years from the date of vesting.
ESOP 2016 covering grant of 45,00,000 options (including 2,50,000 options to be granted to Eligible Employees / Directors of the subsidiary Companies) was approved by the shareholders through Postal Ballot. Result of the Postal Ballot was declared on 2nd April 2016. Each option comprises one underlying equity share. The exercise price shall be Rs.1/- per option or such other higher price as may be fixed by the Board or Committee. Options to be granted under the Plan shall vest not earlier than one year but not later than a maximum of six years from the date of grant of such options. In the case of Eligible Employee who has not completed 3 years of employment as on date of the grant of options then the options which are due for Vesting before completion of 3 years as above, shall vest as on the completion of 3 years of employment in the Company by the Employee concerned or as may be approved by the Nomination and Remuneration Committee. Vested Options will have to be exercised within 3 years from the date of respective vesting.
b) Fair value of share options granted
The fair value of the stock options has been estimated using Black-Scholes model which takes into account as of grant date the exercise price and expected life of the option, the current market price of underlying stock and its expected volatility, expected dividends on stock and the risk free interest rate for the expected term of the option.
2 Financial Instruments (A) Capital Management
The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the return to stakeholders through the optimum utilization of the equity balance. The capital structure of the Company consists of only equity of the Company. The Company is not subject to any externally imposed capital requirements.
(C) Financial risk management objectives
The Company’s Corporate Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk, credit risk and liquidity risk. The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward foreign exchange contracts. Compliance with policies and exposure limits is a part of Internal Financial Controls. The Company does not enter into or trade in financial instruments, including derivative financial instruments, for speculative purposes. The Corporate Treasury function reports quarterly to the Company’s risk management committee, an independent body that monitors risks and policies implemented to mitigate risk exposures.
(D) Market risk
The Company’s activities expose it primarily to the financial risk of changes in foreign currency exchange rates (see Note E below). The Company enters into forward foreign exchange contracts to manage its exposure to foreign currency risk of net imports.
(i) Foreign currency sensitivity analysis
The Company is mainly exposed to the USD and EUR. The following table demonstrates the sensitivity to a 2% increase or decrease in the USD and Euro against INR with all other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 2% represents management assessment of reasonably possible changes in foreign exchange rates.
(i) This is mainly attributable to the exposure outstanding on USD receivables and payables at the end of the reporting period.
(ii) This is mainly attributable to the exposure to outstanding Euro receivables and payables at the end of the reporting period. 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.
(ii) Forward foreign exchange contracts
It is the policy of the Company to enter into forward foreign exchange contracts to cover foreign currency payments (net of receipts) in USD and Euro. The Company enters in to contracts with terms upto 90 days.
The Company''''s philosophy does not permit any speculative calls on the currency. It is driven by conservatism which guides that we follow conventional wisdom by use of Forward contracts in respect of Trade transactions.
Regulatory Requirements: The Company will alter its hedge strategy in relation to the prevailing regulatory framework and guidelines that may be issued by RBI, FEDAI or ISDA or other regulatory bodies from time to time.
Mode of taking Cover: Based on the outstanding details of import payable and exports receivable (in weekly baskets) the net trade import exposure is arrived at (i.e. Imports - Exports = Net trade exposures).
The Net trade import exposure arrived at is netted off with the outstanding forward cover as on date and with the surplus foreign currency balance available in EEFC A/Cs.
Forward cover is obtained from bank for each of the aggregated exposures and the Trade deal is booked. The forward cover deals are all backed by actual trade underlines and settlement of these contracts on maturity are by actual delivery of the hedged currency for settling the underline hedged trade transaction.
The line-items in the financial statements that include the above hedging instruments are “Other Financial Assets” and “Other Financial Liabilities”.
At 31st March 2017, the aggregate amount of loss under forward foreign exchange contracts recognized in the Statement of Profit and Loss is Rs.0.60 crores (Rs. 1.38 crores as at 31st March 2016). Aggregate amount of loss in reserves is Rs.0.06 crores as at 1st April 2015.
(F) Credit risk management
Credit risk refers to risk that a counter party will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, investment in mutual funds, derivative financial instruments, other balances with banks, loans and other receivables.
The Company has adopted a policy of only dealing with counter parties that have sufficiently high credit rating. The Company’s exposure and credit ratings of its counter parties are continuously monitored and the aggregate value of transactions is reasonably spread amongst the counter parties.
Credit risk arising from investment in mutual funds, derivative financial instruments and other balances with banks is limited and there is no collateral held against these because the counter parties are banks and recognized financial institutions with high credit ratings assigned by the international credit rating agencies.
(G) Liquidity risk management
Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value. The Company has an established liquidity risk management framework for managing its short term, medium term and long term funding and liquidity management requirements. The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Company manages the liquidity risk by maintaining adequate funds in cash and cash equivalents. The Company also has adequate credit facilities agreed with banks to ensure that there is sufficient cash to meet all its normal operating commitments in a timely and cost-effective manner.
(i) Liquidity risk tables
The following tables detail the Company’s remaining contractual maturity for its non-derivative and derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company will be liable to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company will be liable to pay.
(H) Fair value measurements
This note provides information about how the Company determines fair values of various financial assets and financial liabilities.
(i) Fair value of the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis
Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of each reporting period.
The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).
(ii) Financial instruments measured at amortized cost
The carrying amount of financial assets and financial liabilities measured at amortized cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.
3 Notes to the Reconciliations
a Pre-operative expenses
Under previous GAAP, pre operative expenses were capitalized in the cost of Property, Plant and Equipment. Under Ind AS, these expenses have been specifically excluded from the cost of Property, Plant and Equipment. On the date of transition to Ind AS, these expenses have been identified and excluded from the cost of Property, Plant and Equipment, resulting in reduction in value of opening block of Property, Plant and Equipment as at 1st April 2015, by 2.34 crores. During the year 2015-16, depreciation relating to pre-operative expenses (capitalized under previous GAAP) have been reversed to the extent of 0.16 crores.
b. Leasehold land classified to prepaid
Under previous GAAP, leasehold land was included in the Property, Plant and Equipment. Under Ind AS, leases not classified as finance leases are regrouped under prepaid expenses, as at 31st March 2016 21.04 crores and as at 1st April 2015 21.25 crores. Depreciation to the extent of 0.21 crores pertaining to leasehold land has been reversed and the same is expensed under the head “Rent”. This has no impact on statement of profit and loss or on total equity.
c. Capital Work-In-Progress
Under previous GAAP, capital work in progress was measured at cost. On transition to Ind AS, the Company has elected to fair value Land, Building and Plant and Machinery, alongwith integrated patents, designs and drawings at Dahej (included in Capital Work in progress) as of the transition date. Resultant reduction in value of CWIP is 242.02 crores as at 1st April 2015. During the year 2015-16, administrative expenses which were included in Capital Work-In-Progress in previous GAAP, and which cannot be capitalized under Ind AS were expensed amounting to 0.06 crores.
Under previous GAAP, goodwill was amortized based on its useful life. Under Ind AS, goodwill is not amortized and tested for impairment on transitioning to Ind AS, amortization expense pertaining to Goodwill has been reversed, resulting in an increase in carrying amount of Goodwill by 9.10 crores as at 31st March 2016.
e. Other Intangibles
Under previous GAAP, other intangible assets were amortized based on their useful life. Under Ind AS, the company has estimated the useful lives of Trademarks and Copyrights to be indefinite. On transitioning to Ind AS, amortization expense pertaining to Trademarks and Copyrights have been reversed, resulting in an increase in carrying amount of Trademark and copyrights by 16.95 crores and 0.77 crores respectively as at 31st March 2016.
Under previous GAAP, investments in mutual funds were measured at lower of cost or fair value. Under Ind AS, these financial assets have been classified as FVTPL on the date of transition. Changes in fair value of these investments are recognized in profit or loss. On transition to Ind AS, these financial assets have been measured at their fair values which is higher than cost as per previous GAAP, resulting in net increase in carrying amount as at 31st March 2016 by Rs.54.33 crores and as at 1st April 2015 by 26.06 crores. During the year 2015-16, increase in mark to market gain on account of fair valuation of investments of 28.27 crores.
g. Reversal of provision for diminution in value of investments
Under Ind AS, investments in mutual funds were measured at cost. Impairment, if any, was provided for, against cost of investments. Under Ind AS, these investments are measured at fair value. Amount provided for impairment during the financial year ended 31st March 2016 amounting to 0.07 crores is reversed. There is no deferred tax impact on such reversal, but there is an increase in profit before tax and total profit for the year ended 31st March 2016 by 0.07 crores.
h. Trade Receivable - Expected Credit Loss
Under previous GAAP, allowance for doubtful debts was made as per management policy based on ageing of debtors. Under Ind AS, the Company applies expected credit loss (ECL) model for recognizing impairment loss on these financial assets on the transition date. The resultant changes in provision for doubtful debts are recognized in profit or loss. On transition to Ind AS, allowance for doubtful debts is remeasured as per ECL model, which is higher than provision as per previous GAAP, resulting in net increase in carrying amount of allowance for doubtful debts as at 31st March 2016 by Rs.8.15 crores and as at 1st April 2015 by Rs.8.57 crores. During the year 2015-16, reduction in provision as per ECL is 0.42 crores.
i. Deferred premium on forward contracts
Under previous GAAP, deferred premium on forward contracts was recognized under Other Current Assets. Under Ind AS, forward contracts are recognized as financial assets / liabilities and measured at FVTPL on the date of transition. Changes in fair value of forward contracts are recognized in profit or loss. As a result, deferred premium amounting to 0.39 crores as at 31st March 2016 and 0.29 crores as at 1st April 2015 is derecognized as an asset. During the year 2015-16, exchange difference on forward contracts 1.52 crores is reversed. On transition to Ind AS, these forward foreign exchange contracts are recognized under Other Financial Assets/ Liabilities. These have been measured at their fair values as at 31st March 2016 at 1.44 crores under Other Financial Liabilities (as at 1st April 2015 at 0.01 crores under Other Financial Assets and 0.08 crores under Other Financial Liabilities). During the year 2015-16, mark to market loss on account of fair valuation of forward contracts is 1.38 crores.
j. Short term provisions - Reversal of equity dividend provided
Under previous GAAP, dividend on equity shares, which was recommended by the board of directors after the end of reporting period but before the financial statements were approved for issue, were recognised in the financial statements as a liability. Under Ind AS, such dividends are recognised when declared by the members in a general meeting. The effect of this change is an increase in total equity as at 31st March 2016 of 30.85 crores ( 178.94 crores as at 1st April 2015), but does not affect profit before tax and total profit for the year ended 31st March 2016.
k. Actuarial gains and losses
Under previous GAAP, actuarial gains and losses were recognized in profit and loss. Under Ind AS, the actuarial gains and losses forming part of remeasurement of the net defined benefit liability/ asset, are recognized in the Other Comprehensive Income under Ind AS instead of profit or loss. The actuarial gains for the year ended 31st March 2016 were 0.31 crores, with tax 0.09 crores. This change does not effect total equity, but there is an increase in profit before tax of 0.31 crores and in total profit of 0.22 crores for the year ended 31st March 2016.
l. Fair valuation of ESOP
Under previous GAAP, the cost of equity settled employee share based payments was recognized using the intrinsic value method. This did not result in recognizing any expense in profit or loss in respect of these share based payments because the fair value of the shares on the grant date equaled the exercise price. Under Ind AS, the cost of equity settled employee share based payments was recognized based on the fair value of the options as on grant date. As on transition date, there is a reduction in the provision for Employee Stock Options Outstanding to the extent of 0.16 crores as at 31st March 2016 and 0.01 crores as at 1st April 2015. The change does not affect total equity, but there is an increase in the profit before tax as well as total profit for the year ended 31st March 2016 of 0.16 crores.
m. Deferred Tax impact
Deferred tax impacts for the above adjustments, are a net increase in Deferred Tax Liabilities as at 31st March 2016 by Rs.9.31 crores and reduction in Deferred Tax Liability as at 1st April 2015 by Rs.3.14 crores. During the year 2015-16, increase in provision for Deferred Tax Liability is 12.45 crores.
n. Cash discount
Cash discount has been reduced from revenue as per ind AS, amounting to 3.47 crores for the year ended 31st March 2016. The same amount is reduced from Other Expenses. This does not affect profit or equity.
o. Bank overdraft included in Cash and cash equivalents
Under Ind AS, bank overdrafts which are repayable on demand and form an integral part of an entity’s cash management system are included in Cash and Cash Equivalents for the purpose of presentation of statement of cash flows. Whereas under previous GAAP there was no similar guidance and hence, bank overdrafts were considered similar to other borrowings and the movements therein were reflected in cash flows from Financing activities. The effect of this is that bank overdrafts of 1.12 crores as at 31st March 2016 and 5.78 crores as at 1st April 2015 have been considered as part of Cash and Cash equivalents. This also includes effect of Balance with Banks in Current Account (balances with restriction on repatriation) of 0.50 crores as at 31st March 2016 and 0.61 crores as at 1st April 2015, which were included in Cash & Cash Equivalents under previous GAAP. Consequently, the cash outflow from financing activities for the year ended 31st March 2016 prepared as per Ind As is lower to the extent of this net movement of 4.66 crores.
p. Other Comprehensive Income
Under previous GAAP, there was no concept of Other Comprehensive Income. Under Ind AS, specified items of income, expense, gains or losses are required to be presented in Other Comprehensive Income.
q. Excise Duty
Under previous GAAP, revenue from sale of products was presented net of excise duty under revenue from operations. Whereas, under Ind AS, revenue from sale of products includes excise duty. The corresponding excise duty expense is presented separately on the face of the statement of profit and loss. The change does not affect total equity as at 1st April 2015 and 31st March 2016, profit before tax or total profit for the year ended 31st March 2016.
4 Corporate Social Responsibility
As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the Company as per the Act. The funds were primarily allocated to a corpus and utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013.
5 Recent accounting pronouncements
a) Standards issued but not yet effective
In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2017, notifying amendments to Ind AS 7, ‘Statement of Cash Flows’. The amendments are applicable to the Company from 1st April 2017.
Amendment to Ind AS 7: The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet the disclosure requirement.
Amendment to Ind AS 102: The amendment to Ind AS 102 provides specific guidance to measurement of cash-settled awards, modification of cash-settled awards and awards that include a net settlement feature in respect of withholding taxes.
The Company is evaluating the requirements of the aforesaid amendments and the effect on the financial statements is being evaluated.
6 Other Information
During the year:
a) The name of the subsidiary Woodcoat Pvt Ltd was changed to ICA Pidilite Pvt Ltd
b) Pidilite International Pte Ltd and Pidilite Middle East Ltd, wholly owned subsidiaries of the Company, have acquired shares of Nebula East Africa Pvt Ltd (NEAPL), a Company incorporated in Kenya. With this acquisition, the wholly owned subsidiaries of the Company jointly hold 100% of the paid up share capital.
c) Nina Waterproofing Systems Pvt Ltd, a subsidiary of the Company has incorporated a subsidiary in Srilanka in the name of Nina Lanka Construction Technologies (Pvt) Ltd
7 Events after reporting period
There was no significant event after the end of the reporting period which require any adjustment or disclosure in the financial statement other than the proposed dividend of Rs.4.75 per equity share of Rs.1 each recommended by Board of Directors at its meeting held on 18th May 2017. The proposed dividend amounting to Rs.293.10 crores includes dividend distribution tax of Rs. 49.58 crores and is subject to approval at the ensuing Annual General Meeting of the Company and hence is not recognized as a liability.
8 Approval of financial statements
The financial statements are approved for issue by the Audit Committee at its meeting held on 17th May 2017 and by the Board of Directors on 18th May 2017.