Mar 31, 2023
The Company applies the expected credit loss ("ECL") model for measurement and recognition of impairment loss on trade receivables. For this purpose, the Company follows a "simplified approach" for recognition of impairment loss allowance on the trade receivable balances. As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forwardlooking estimates. Further, need for incremental provisions have been evaluated on a case to case basis considering forward-looking information based on the financial health of a customer if available, litigations/disputes etc.
v) Rights, preferences and restrictions attached to equity shares
The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividend and share in the Company''s residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholders on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.
On winding up of the company, the holders of equity shares will be entitled to receive the residual assets of the company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.
18 B. Nature and purpose of reserves
(a) Securities Premium
Securities premium is used to record premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Indian Companies Act, 2013 (the "Companies Act").
(b) General Reserve
Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013 the requirement to mandatorily transfer a specified percentage of net profit to general reserve has been withdrawn. There is no movement in general reserve during the current and previous period.
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
(d) Equity instruments through Other Comprehensive Income
This Reserve represents the cumulative gains (net of losses) arising on the revaluation of Equity Instruments measured at fair value through Other Comrehensive Income, net of amounts reclassified, If any, to Retained Earnings when those instruments are disposed off.
(a) Provision for asset restoration obligation
Provision is towards estimated cost to be incurred on dismantling of plants at the customers'' site upon expiry of the tenure of the contractual agreement with the customer. Such cost has been capitalised under plant and machinery.
Warranty costs are provided based on a technical estimate of the costs required to be incurred for repairs, replacement, material cost, servicing and past experience in respect of warranty costs. It is expected that this expenditure will be incurred over the contractual warranty period which ranges from 6 months to 2 years.
(c) Provision for contingencies
Provision is the estimate towards known contractual obligation, litigation cases and pending assessments in respect of taxes, duties and other levies in respect of which management believes that there are present obligations and the settlement of such obligations are expected to result in outflow of resources, to the extent provided for. The timing and probability of outflow and expected reimbursements, if any with regard to these matters depend on the ultimate outcome of the legal process or settlement/ conclusion of the matter with relevant authorities/ customers/ vendors etc.
37. Contingent liabilities
Contingencies:
In the ordinary course of business, the Company faces claims and assertions by various parties. The Company assesses such claims and assertions and monitors the legal environment on an ongoing basis with the assistance of external legal counsel, wherever necessary. The Company records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its financial statements if material. For potential losses that are considered possible, but not probable, the Company provides disclosure in the financial statements but does not record a liability in its accounts unless the loss becomes probable.
The following are the description of claims and assertions where a potential loss is possible, but not probable.
The Company is involved in legal proceedings, both as plaintiff and as defendant. There are claims which the Company does not believe to be of material nature other than those described below.
a) Excise Duty and Service Tax
As at 31 March 2023, there were pending litigations for various matters relating to excise duty and service tax involving demands of Rs. 333.59 million (31 Dec 2021 : Rs. 304.62 million).
As at 31 March 2023, the sales tax demands that are being contested by the Company amounted to Rs. 676.65 million (31 Dec 2021: Rs. 650.82 million). The details of demand for more than Rs. 100 million are as follows:
As on 31st March 2023 Sales tax Authority have raised demand of Rs. 508.54 million for the period 2008-09 to 2017-18 (31 Dec 2021: Rs. 508.54 million) on account of non levy of sales tax for facility charges recovered from a customer for providing pipeline infrastructure at their premises. Company has contested the demand and currently the matter is at appellate stage. It is reimbursable by the customer as per agreement.
c) Income Tax
As at 31 March 2023, there were pending matters / cases relating to Income Tax for various assessment years aggregating to Rs. 150.00 million (31 Dec 2021: Rs. 150.00 million).
d) Other claims
Other amounts for which the Company may contingently be liable aggregate to Rs. 6.60 million (31 Dec 2021: Rs. 6.60 million).
It is not practicable for the company to estimate the closure of the above mentioned issues and the consequential timings of cash flows, if any, in respect of the above.
39. Employee Benefits
i) Defined Contribution Plan
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund and Pension Fund, which is a defined contribution plan. The company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The only amounts included in the balance sheet are those relating to the prior months contribution that are not due to be paid until the end of reporting period. The amount recognised as an expense towards contribution to Provident Fund and Pension Fund for the year aggregated to Rs. 26.89 million (31 Dec 2021: Rs. 22.08 million).
ii) Defined Benefit Plan Description of Plans
Retirement Benefit Plans of the Company include Gratuity, Pension and Post retirement medical benefits.
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lumpsum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. Gratuity is funded through direct investment under Indian Oxygen Limited Executive and Graded-Staff Gratuity Funds. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
Investments of Pension for some employees are managed through Company managed trust.
Post retirement medical benefits
Under this unfunded scheme, employees of the Company receive medical benefits subject to certain limits on amounts of benefits, periods after retirement and types of benefits, depending on their grade and location at the time of retirement. The Company accounts for the liability for postretirement medical scheme based on an actuarial valuation.
The trustees of the trust fund are responsible for the overall governance of the plan and to act in accordance with the provisions of the trust deed and rules in the best interests of the plan participants. They are tasked with periodic reviews of the solvency of the fund and play a role in the long-term investment, risk management and funding strategy.
The Company''s investment strategy in respect of its funded plans is implemented within the framework of the applicable statutory requirements. The plans expose the Company to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and inflation risk.
The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government/highquality bond yields; if the return on plan asset is below this rate, it will create a plan deficit.
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return.
Longevity risk:
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.
The Company has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk and maintaining the right balance between risk and long term returns in order to limit the cost to the Company of the benefits provided.
41. Capital management
The Company''s capital management is intended to create value for shareholders by facilitating the meeting of long term and short term goals of the Company. The Company determines the amount of capital required on the basis of annual business plan coupled with long term and short term strategic investment and expansion plans. The funding needs are met through equity, cash generated from operations and long term and short term bank borrowings on need basis, if any. The Company monitors the capital structure on the basis of net debt to equity ratio and maturity profile of the overall debt portfolio of the Company. Net debt includes interest bearing borrowings less cash and cash equivalents.
The Company does not have any debt as at the reporting date and hence debt to equity ratio is Nil.
42. Financial Instruments
This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments.
The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 (u).
The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
The categories used are as follows:
a) Level 1: Quoted prices for identical instruments in an active market -
This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares.
b) Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs -
This level of hierarchy includes financial assets and liabilities, measured using inputs other than the quoted prices included within level 1 that are observables for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This level of hierarchy includes Company''s derivative contracts.
c) Level 3: Inputs which are not based on observable market data -
This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor they are based on available market data.
i) The Company has assessed that cash and bank balances, trade receivables, trade payables, and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
ii) Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.
iii) There have been no transfers between Level 1, level 2 and Level 3 for the periods ended 31 March 2023 and 31 December 2021.
43. Financial Risk Management
In the course of its business, the Company is exposed primarily to fluctuations in foreign currency exchange rates, interest rates, liquidity and credit risk, which may adversely impact the fair value of its financial instruments.
The Company has a risk management policy which not only covers the foreign exchange risks but also other risks associated with the financial assets and liabilities such as interest rate risks and credit risks. The risk management policy is approved by the Board of Directors. The risk management framework aims to:
(i) create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on the Company''s business plan.
(ii) achieve greater predictability to earnings by determining the financial value of the expected earnings in advance.
Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.
a) Market risk - Foreign currency exchange rate risk:
The Company enter into sale and purchase transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Management monitors the movement in foreign currency and the Company''s exposure in each of the foreign currency.
Based on the analysis and study of movement in foreign currency, the Company takes remidial measures to hedge foreign currency risk through various measures like derivative instruments etc.
A 10% appreciation/depreciation of the foreign currencies with respect to functional currency of the Company would result in an decrease/ increase in the Company''s net profit before tax by approximately Rs.38.12 million (31 Dec 2021 : Rs.40.43 million).
b) Market risk - Interest rate risk: Interest rate risk is the risk that the fair value or future cashflow of a financial instrument will fluctuate because of change in market interest rate. The company does not have any borrowings, hence there is no exposure to interest rate risk.
ii) Counter-party credit risk:
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks. Financial instruments that are subject to concentrations of credit risk, principally consist of Cash & bank balances, trade receivables, finance receivables and loans and advances. Company regularly reviews the credit limits of the customers and takes action to reduce the risk. Further diverse and large customer bases also reduces the risk. All trade receivables are reviewed and assessed for default on quarterly basis.
The credit risk on bank balances and derivative financial instruments is limited because the counterparties are banks with high credit ratings.
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund and non-fund based working capital lines from various banks and inter-company borrowing. The Company invests its surplus funds in bank fixed deposits, which carry no or low market risk. The Company''s liquidity position remains strong at Rs. 11,914.93 million as at 31 March 2023 (31 December 2021 : Rs. 9,879.73 million), comprising of cash and cash equivalents and other balances with banks (including earmarked balances).
44. Segment information
a) Gases, related products & services from which reportable segments derive their revenues:
Information reported to the Chief Operating Decision Maker (CODM) for the purpose of resource allocation and assessment of segment performance is based on product and services. Accordingly, management of the company has chosen to organise the segment based on its products and services as follows:
- Gases, Related Products & Services
- Project Engineering
The company''s chief operating decision maker is the Managing Director.
Segment revenue, results, assets and liabilities include the respective amounts that are directly attributable to or can be allocated on a reasonable basis to each of the segments. Revenue, expenses, assets and liabilities which relate to the enterprise as a whole and are neither attributable to nor can be allocated on a reasonable basis to each of the segments, have been disclosed as unallocable.
The company''s financing and income taxes are managed on a company level and are not allocated to operating segments.
Inter-segment revenue has been recognised at cost.
The Company operates predominantly within the geographical limits of India. In the company''s operations within India, there is no significant difference in the economic condition prevailing in the various states of India. Revenue from sales to customers outside India is less than 10% in the current and previous period. Hence, disclosures on geographical information are not applicable.
e) Information about major customers
Included in the revenue arising from direct sales of products and services of Rs. 31,338.00 million (31 Dec 2021: Rs. 21,115.38 million) are revenues of approximately Rs. 8,845.99 million (31 Dec 2021: Rs. 5,468.21 million) which arose from the sale to company''s top two customers. No other single customer contributed 10% or more of the company''s revenue for fifteen months period ended 31 Mar 2023 & year ended 31 Dec 2021.
Note: The accounting policies of the reportable segments are same as of the companies accouting policies. Refer Note 2 (z)
B. Finance leases as a lessor:
Certain plant and machinery has been made available by the Company to the customers under a finance lease arrangement. The arrangements covers a substantial part of the economic life of the underlying asset and contain a renewal option on expiry. Receivables under long term arrangements involving use of dedicated assets are based on the underlying contractual terms and conditions. Any change in the assumptions may have an impact on lease assessment and/or lease classification.
Such assets given under the lease arrangement have been recognised, at the inception of the lease as a receivable at an amount equal to the net investment in the lease. The finance income arising from the lease is being allocated based on a pattern reflecting constant periodic return on the net investment in the lease. The income arising on account of finance lease arrangement is Rs 3.88 million (31 Dec 2021: Rs. 4.20 million).
49 Share-based payments
A. Description of share-based payment arrangements
Linde PLC, under Long Term Incentive Plan, permits the grant of Non-qualified Stock Options, Restricted Stock Units and Performance stock Units.
Stock options which are equity settled options, is granted, subject to the terms and provisions of the Plan, to participants as determined by the Committee, in its sole discretion. Each option granted shall be evidenced by an award agreement that shall specify the option price, the term of the option, the number of shares to which the option pertains, the conditions, including any performance goals, upon which an option shall become vested and exercisable, and such other terms and conditions as the committee shall determine which are not inconsistent with the terms of the Plan.
Awards of options shall be solely subject to the continued service of the Participant and shall become exercisable no earlier than three years after the grant date, provided that such option may partially vest after no less than one year following such grant date; and any other award of options shall become exercisable no earlier than one year after the grant date.
The exercise price is the fair value of shares on the date of the grant. The Options vests in a graded manner over a period of three years. Under the Plan, employees have the following options:
a) Exercise and Hold - The employees need to pay the exercise cost.
b) Exercise and Sell - The net proceeds (proceeds from sale of shares at fair maket value minus the exercise price) is paid to the employee.
c) Exercise and Sell to cover - The employees sells shares to the extent of exercise cost.
d) Exercise and Net Shares - The Group witholds the shares to cover the exercise cost and remaining shares are credited to the employees account.
Typically employees avail option (b) above and consequently the net proceeds is directly paid by the Company to the employees based on communication from Group''s stock option plan service provider.
(ii) Performance and Restricted Stock awards (PSU and RSU)
PSU and RSU which are equity settled options are granted under the 2009 Plan to senior level executives that vest over a period of three years. The exercise price is Nil. Linde Plc cross charges the amount to the Company, determined based on the fair value of the shares on exercise of PSU and RSU at the end of three years.
51. Certain Shareholders have raised objections on the related party transactions entered into by Linde India Limited ("Company") with Praxair India Private Limited and Linde South Asia Services Private Limited since the resolution on material related party transactions in the 85th AGM held on 24 June 2021 had been rejected by the shareholders. The Company has also received inquiries and information requests from the Securities and Exchange Board of India in connection with certain related party transactions and arrangements to which the Company has been responding. Based on the legal opinion obtained by the Company, the Company is in compliance with all requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 in respect of all related party transactions entered into by it. No related party transaction entered into by the Company has a value in excess of the materiality threshold of 10% or more of the annual consolidated turnover of the Company. Therefore, there are no material related party transactions entered into by the Company. In terms of the legal opinion obtained by the Company, it has applied the materiality threshold of 10% or more of the annual consolidated turnover
of the Company to the value of each of the related party transactions and not by aggregating the value of all related party transactions it has entered into and ascertained that no shareholder approval is required for any related party transaction in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, which is not "material" in nature.
Management regularly evaluates the business and regulatory risks, including the above matters and it recognises the related uncertainties around their ultimate outcomes, the impact of which, if any, is not presently ascertainable.
52. Dividends
The dividends declared by the Company are based on the profits available for distribution as reported in the financial statements of the Company. On 23 May 2023, the Board of Directors of the Company have proposed a dividend of Rs. 12 per share including a special dividend of Rs. 7.50 per share in respect of fifteen months period ended 31 March 2023, subject to the approval of shareholders at the Annual General Meeting. If approved, the dividend would result in a cash outflow of Rs. 1023.41 million.
53. The Board of Directors at its meeting held on 14 November 2022 approved the change of financial year of the Company from calendar year (January - December) to uniform financial year (April - March). The company has also obtained necessary approval from the Regional Director, Eastern Region, Ministry of Corporate Affairs on 29 March 2023. Accordingly the current financial year comprises 15 months period from 1 January 2022 to 31 March 2023 and hence the figures are not comparable with the previous financial year which is for 12 months.
54. Previous year figures have been regrouped wherever necessary as required as per revised schedule III amendments which are applicable to the company for the period commencing from 1 January 2022.
Dec 31, 2018
1. Company Overview
Linde India Limited is a public company having Corporate Identity Number L40200WB1935PLC008184. It is incorporated under the Companies Act, 1956 and its shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Company is primarily engaged in manufacture of industrial and medical gases and construction of cryogenic and non-cryogenic air separation plants.
The functional and presentation currency of the Company is Indian Rupee (âRs.â).
As on 31 December 2018, The BOC Group United Kingdom owns 75% of the ordinary shares of the company and has the ability to control the companyâs operations.
The financial statement for the year ended 31 December 2018 were approved by the Board of directors and authorized for issue on 19 February 2019.
2. New amendment that is not yet effective and have not been early adopted
Recently issued Accounting Standards
IndAS 115- âRevenue from Contracts with Customersâ
Ind AS 115 establishes a single model for entities to use in accounting for revenue arising from contracts with customers. Ind AS 115 will supersede the current revenue recognition standard, Ind AS 18 âRevenueâ and Ind AS 11 âConstruction Contractsâ when it becomes effective.
The core principle of Ind AS115is that, an entity should recognize revenue to depict the transfer of promised goods and services to customers in an account that reflects the consideration to which the entity expects to be entitled in exchange for these goods or services. The new standard also requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue.
The Company is in the process of evaluating the impact of adoption of Ind AS 115on its financial statements.
3. Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with generally accepted accounting principles which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon managementâs best knowledge of current events and actions, actual results could differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and 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:
i) Useful life of Property, Plant and Equipment and Intangible assets
The Company has made in the process of applying its accounting policies that have a significant effect on the amounts recognised in these financial statements pertain to useful life of Property, Plant and Equipment and Intangible assets. The Company is required to determine whether its intangible assets have indefinite or finite life which is a subject matter of judgement. Currently, the Intangible assets have been determined to have a finite useful life and are amortised over this useful life.
In terms of Part B of Schedule II of the Companies Act, 2013, the Company has followed the depreciation rates and depreciation method which is reviewed at each year end.
ii) Deferred tax assets
Management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.
iii) Claims, Provisions and Contingent Liabilities
Contingent liabilities arising from past events the existence of which would be confirmed only on occurrence or non occurrence of one or more future uncertain events not wholly within the control of the Company. Or
Contingent liabilities where there is a present obligations but it is not probable that economic benefits would be required to settle the obligations are disclosed in the financial statements unless the possibility of any outflow in settlement is remote.
Where an outflow of funds is believed to be probable and a reliable estimate of the outcome of the dispute can be made based on managementâs assessment of specific circumstances of each dispute and relevant external advice, management provides for its best estimate of the liability. Such accruals are by nature complex and can take number of years to resolve and can involve estimation uncertainty. Information about such litigations is provided in notes to the financial statements.
iv) Impairment of Property, Plant and Equipment
At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
v) Actuarial Valuation
The determination of Companyâs liability towards defined benefit obligation to employees is made through independent actuarial valuation including determination of amounts to be recognised in the Statement of Profit and Loss and in other comprehensive income. Such valuation depends upon assumptions determined after taking into account inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market.
In determining the allowances for credit losses of trade receivables, the company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix. In addition to this Company provides for credit loss based on increase in credit risk on case to case basis.
Trade Receivables
Out of the Trade receivables, Rs.855.62 million as at 31 December 2018 (Rs.1,333.63 million as at 31 December 2017) is due from the Companyâs major customers i.e. having more than 5% of total outstanding trade receivables. There are no other customers who represent more than 5% of the total balance of trade receivables.
ii) There is no outstanding debts due from directors or other officers of the Company.
iii) Ageing of trade receivables and credit risk arising there form as below:
5. Assets classified as held for sale
In connection with the global merger between Linde AG and Praxair Inc., the Competition Commission of India (CCI) has required divestiture of certain assets of Linde India Limited, as a condition to approving the global merger. On 14th September, 2018, the Board of Directors of the Company gave an âin principleâ approval for initiation of the sale process for divestment of certain identified assets of the Company. These identified assets have been treated as assets held for sale. The company is currently in negotiation with potential buyers and expect that the fair value less cost to sell of these assets will be higher than the aggregate carrying amount of Rs. 2,403.66 million.
iv) Rights, preferences and restrictions attached to equity shares
The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividend and share in the Companyâs residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholders on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.
On winding up of the company, the holders of equity shares will be entitled to receive the residual assets of the company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.
6A. Nature and purpose of reserves (a) Securities Premium:
Securities premium is used to record premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Indian Companies Act, 2013 (the âCompanies Actâ).
(b) General Reserve:
Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn. There is no movement in general reserve during the current and previous year.
(c) Retained Earnings:
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
(d) Equity instruments through comprehensive Income
This Reserve represents the cumulative gains (net of losses) arising on the revaluation of Equity Instruments measured at fair value through Other Comprehensive Income, net of amounts reclassified, If any, to Retained Earnings when those instruments are disposed off.
(e) Effective portion of Cash Flow Hedges:
This Reserve represents the cumulative effective portion of changes in fair value of derivatives that are designated as Cash Flow Hedges. It will be reclassified to profit or loss or included in the carrying amount of the financial asset in accordance with the companyâs accounting policy.
(a) Provision for asset restoration obligation
Provision is towards estimated cost to be incurred on dismantling of plants at the customersâ site upon expiry of the tenure of the contractual agreement with the customer. Such cost has been capitalised under plant and machinery.
(b) Provision for warranties
Warranty costs are provided based on a technical estimate of the costs required to be incurred for repairs, replacement, material cost, servicing and past experience in respect of warranty costs. It is expected that this expenditure will be incurred over the contractual warranty period.
(c) Provision for liquidated damages
Liquidated damages are provided based on contractual terms when the delivery/commissioning dates of an individual project have exceeded or are likely to exceed the delivery/commissioning dates and/or on the deviation in contractual performance as per the respective contracts. This expenditure is expected to be incurred over the respective contractual terms up to closure of the contract (including warranty period).
(d) Provision for contingencies
Provision is towards known contractual obligation, litigation cases and pending assessments in respect of taxes, duties and other levies in respect of which management believes that there are present obligations and the settlement of such obligations are expected to result in outflow of resources, to the extent provided for.
The amount due to Micro and Small Enterprises as defined in âThe Micro, Small and Medium Enterprise Development Act, 2006â has been determined to the extent such parties have been identified on the basis of information available with the company. The disclosure relating to Micro and Small Enterprises are as follows:
7. Corporate Social Responsibility
As per Section 135 of the Companies Act, 2013 a CSR committee has been formed by the Company. The funds were utilised throughout the year on the activities which are specified in Schedule VII of the Act. The utilisation is done by way of direct contribution towards aforesaid activities.
8. Exceptional Items
Exceptional items represent severance and settlement payment for employeesâ separation of Rs. Nil (31 December 2017: Rs.55.00 million)
9. Earnings per share
The following table reflects profit and shares data used in the computation of basic and diluted earnings per share.
10. Contingent liabilities
Contingencies:
In the ordinary course of business, the Company faces claims and assertions by various parties. The Company assesses such claims and assertions and monitors the legal environment on an ongoing basis with the assistance of external legal counsel, wherever necessary.
The Company records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its financial statements if material. For potential losses that are considered possible, but not probable, the Company provides disclosure in the financial statements but does not record a liability in its accounts unless the loss becomes probable
The following is a description of claims and assertions where a potential loss is possible, but not probable.
Litigations:
The Company is involved in legal proceedings, both as plaintiff and as defendant. There are claims which the Company does not believe to be of material nature other than those described below.
a) Excise Duty and Service Tax
As at 31 December 2018, there were pending litigations for various matters relating to excise duty and service taxes involving demands of Rs. 269.62 million ( asat31 December 2017: Rs. 31.73 million).
b) Sales Tax /VAT
The total sales tax demands that are being contested by the Company amounted to Rs. 728.94 million; (as at 31 December 2017: Rs. 394.97 million). The details of demand for more than Rs. 100 million are as follows:
As on 31 December 2018 Sales tax Authority have raised demand of Rs. 418.89 million for the period 2008-09 to 2014-15 ( as at 31 December 2017: Rs. 301.54 million) on account of non levy of sales tax for facility charges recovered from a customer for providing pipeline infrastructure at their premises. Company has contested the demand and currently the matter is at appellate stage.
c) Sales Tax liability transferred to a beneficiary
Pursuant to an approved scheme of Government of Maharashtra, certain Sales Tax Liabilities of the Company had been transferred to an eligible beneficiary, at a discount, for which a bank guarantee had been provided by the beneficiary to ensure timely payment to the concerned authorities. The contingent liability for the same is amounted to Rs. 3.68 million ( as at 31 December 2017: Rs. 3.68 million).
d) Other claims
Other amounts for which the Company may contingently be liable aggregate to Rs. 6.60 million ( as at 31 December 2017: Rs. 4.00 million).
It is not practicable for the company to estimate the closure of these issues and the consequential timings of cash flows, if any, in respect of the above
11. Employee Benefits
i) Defined Contribution Plan
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund, Super Annuation Fund and Pension I und, which is a defined contribution plan. Ihe company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The only amounts included in the balance sheet are those relating to the prior months contribution that are not due to be paid until the end of reporting period. The amount recognised as an expense towards contribution to Provident Fund, Super Annuation Fund and Pension Fund for the year aggregated to Rs. 53.10 million ( 31 December 2017: Rs. 56.98 million) in note 28. Further, provident fund which was administered through Companyâs trust for certain employees (in accordance with Provident Fund Regulation) has now been transferred to Regional Provident Fund Commissionerâs Office vide order no. R-EX/WB/CA/Rule/CC-VI/Vol-III/668 dated 15 November 2018.
ii) Defined Benefit Plan Description of Plans
Retirement Benefit Plans of the Company include Gratuity, Pension and Post retirement medical benefits.
Gratuity
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 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. Gratuity is funded through direct investment under BOC India Gratuity Fund.. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
Investments of Pension for some employees are managed through Company managed trust.
Post retirement medical benefits
Under this unfunded scheme, employees of the Company receive medical benefits subject to certain limits on amounts of benefits, periods after retirement and types of benefits, depending on their grade and location at the time of retirement. The Company accounts for the liability for post-retirement medical scheme based on an actuarial valuation.
Governance
The trustees of the trust fund are responsible for the overall governance of the plan and to act in accordance with the provisions of the trust deed and rules in the best interests of the plan participants. They are tasked with periodic reviews of the solvency of the fund and play a role in the long-term investment, risk management and funding strategy.
Investment Strategy
The Companyâs investment strategy in respect of its funded plans is implemented within the framework of the applicable statutory requirements. The plans expose the Company to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and inflation risk.
Investment risk:
The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government/high quality bond yields; if the return on plan asset is below this rate, it will create a plan deficit.
Interest risk:
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return.
Longevity risk:
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the planâs liability.
Inflation risk:
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the planâs liability.
The Company has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk and maintaining the right balance between risk and long term returns in order to limit the cost to the Company of the benefits provided.
E. Assumptions
With the objective of presenting the plan assets and plan obligations of the defined benefits plans at their fair value on the Balance Sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.
The estimates of future salary increases, considered in actuarial valuation, takes into account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
Demographic Assumptions
Mortality in Service: Indian Assured Lives Mortality (2006-08) Ultimate table.
F. Sensitivity Analysis
The sensitivity of the overall plan obligations to changes in the key assumptions are:
The sensitivity analysis above have been determined based on reasonable possible changes of the respective assumptions occurring at the end of the year and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the Balance Sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous year.
D. Assumptions
With the objective of presenting the plan obligations of the defined benefits plans at their fair value on the Balance Sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.
The sensitivity analysis above have been determined based on reasonable possible changes of the respective assumptions occurring at the end of the year and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the Balance Sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous year
12. Capital management
The Companyâs capital management is intended to create value for shareholders by facilitating the meeting of long term and short term goals of the Company. The Company determines the amount of capital required on the basis of annual business plan coupled with long term and short term strategic investment and expansion plans. The funding needs are met through equity, cash generated from operations and long term and short term bank borrowings. The Company monitors the capital structure on the basis of net debt to equity ratio and maturity profile of the overall debt portfolio of the Company. Net debt includes interest bearing borrowings less cash and cash equivalents.
The table below summarises the capital, net debt and net debt to equity ratio of the Company.
13. Financial Instruments
This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments.
The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 (t)..
The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 (s).
a) Category-wise classification of Financial instruments
The carrying value and fair values of financial instruments by class are as follows:
b) Fair value measurements
The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
The categories used are as follows:
a) Level 1: Quoted prices for identical instruments in an active market-
This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares..
b) Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs-
This level of hierarchy includes financial assets and liabilities, measured using inputs other than the quoted prices included within level 1 that are observables for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This level of hierarchy includes Companyâs derivative contracts.
c) Level 3: Inputs which are not based on observable market data -
This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor they are based on available market data.
i) The fair values of investment in quoted investment in equity shares is based on the current bid price of respective investment as at the Balance Sheet date.
ii) The fair values of the derivative financial instruments has been determined using valuation techniques with market observable inputs. The models incorporate various inputs including the credit quality of counter-parties and foreign exchange forward rates.
iii) The Company assessed that cash and bank balances, trade receivables, trade payables, short term borrowings and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
iv) Fair value of borrowings which have a quoted market price in an active market is based on its market price which is categorised as level 1. Fair value of borrowings which do not have an active market or are
unquoted is estimated by discounting expected future cash flows using a discount rate equivalent to the risk-free rate of return adjusted for credit spread considered by lenders for instruments of similar maturities which is categorised as level 2 in the fair value hierarchy.
v) Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.
vi) There have been no transfers between Level 1, level 2 and Level 3 for the years ended 31 December 2018 and 31 December 2017.
c) Derivative financial instruments
Derivative instruments used by the Company include forward exchange contracts and currency swaps. These financial instruments are utilised to hedge future transactions and cash flows and are subject to hedge accounting under Ind AS 109 â Financial Instrumentsâ to the extent possible. The Company does not hold or issue derivative financial instruments for trading purpose. All transactions in derivative financial instruments are undertaken to manage risks arising from underlying business activities.
The following table sets out the fair value of derivatives held by the Company as at the end of each reporting period.
14. Financial Risk Management
In the course of its business, the Company is exposed primarily to fluctuations in foreign currency exchange rates, interest rates, liquidity and credit risk, which may adversely impact the fair value of its financial instruments.
The Company has a risk management policy which not only covers the foreign exchange risks but also other risks associated with the financial assets and liabilities such as interest rate risks and credit risks. The risk management policy is approved by the Board of Directors. The risk management framework aims to:
(i) create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on the Companyâs business plan.
(ii) achieve greater predictability to earnings by determining the financial value of the expected earnings in advance.
(i) Market risk:
Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.
a) Market risk - Foreign currency exchange rate risk:
The Company enter into sale and purchase transactions and borrowings denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Company manages the risk from currency exposures for all major items through hedging mechanism primarily by use of forward exchange contracts.
The carrying amounts of the Companyâs foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:
A 10% appreciation/depreciation of the foreign currencies with respect to functional currency of the Company would result in an decrease/ increase in the Companyâs net profit before tax by approximately Rs.85.02 million for the year ended 31 December 2018 (31 December 2017Rs.45.01 million).
b) Market risk - Interest rate risk:
Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any movement in the reference rates could have an impact on the Companyâs cash flows as well as costs.
The Interest rate risk for the company is primarily mitigated by hedging through interest rate swaps which ensures fixed interest rate for the borrowed amount
Interest rate sensitivity analysis
The company manages its interest rate risk by entering into interest rate swap contracts to swap floating interest rates for fixed interest rates over the duration of its borrowings for all its foreign currency long term loans. As at 31 December 2018, for all the long term foreign currency loans, the company has an interest rate swap, wherein the floating interest rates are converted into fixed interest rates
The sensitivity analysis given below have 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 the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents managementâs assessment of the reasonably possible change in interest rates.
Profit for the year ended 31 December 2018 would increase/decrease by Rs. 7.50 Million (as at 31 December 2017 Rs. 12.50 Million).
Interest rate SWAP contracts
The company enters interest rate swaps to hedge interest rate risks. Under the interest rate swap contracts, the company exchange the difference between fixed and floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable the company to mitigate the risk of changing interest rates on the fair value of fixed rate debt.
The following tables details the movement in fair value and remaining terms of interest rate swap contracts at the end of the reporting period:
The interest rate swap contracts are settled on cash basis. The company settles the difference between the fixed and floating interest rate on a net basis. The fair value on this interest rate swap contracts are included in schedule âOther financial assets/liabilities - Mark to market on derivative contractsâ. The net change in fair value of the Derivative Instruments (forward exchange contracts) during the current year ended 31 December 2018 is Rs. 158.96 Million, (as at 31 December 2017 Rs. 248.27 Million).
ii) Counter-party credit risk:
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks. Financial instruments that are subject to concentrations of credit risk, principally consist of trade receivables, finance receivables, loans and advances and derivative financial instruments. Company regularly reviews the credit limits of the customers and takes action to reduce the risk. Further diverse and large customer bases also reduces the risk. All trade receivables are reviewed and assessed for default on quarterly basis.
The credit risk on bank balances and derivative financial instruments is limited because the counterparties are banks with high credit ratings.
iii) Liquidity risk:
Liquidity risk is the risk that the company will face in meeting its obligations associated with its financial liabilities. The Company follows a prudent and conservative policy for safeguarding liquidity. It regularly monitors the rolling cash flow forecasts to ensure its cash flows are arranged on an on-going basis to meet operational requirement. In line with this the Company has established adequate credit facilities with banks to cater to manage the liquidity requirement. Short-term and medium term liquidity are supported through the bank and intercompany borrowing at a competitive rates.
15. Segment information
a) Products and services from which reportable segments derive their revenues:
Information reported to the Chief Operating Decision Maker (CODM) for the purpose of resource allocation and assessment of segment performance is based on product and services. Accordingly, management of the company has chosen to organise the segment based on its products and services as follows;.
- Gases and Related Products
- Project Engineering
The companyâs chief operating decision maker is the Managing Director.
Segment revenue, results, assets and liabilities include the respective amounts that are directly attributable to or can be allocated on a reasonable basis to each of the segments. Revenue, expenses, assets and liabilities which relate to the enterprise as a whole and are neither attributable to nor can be allocated on a reasonable basis to each of the segments, have been disclosed as unallocable.
The companyâs financing and income taxes are managed on a company level and are not allocated to operating segments.
Inter-segment revenue has been recognised at cost
b) Information about business segment
c) Other segment information
d) Revenue from major products
The Company operates predominantly within the geographical limits of India. In the companyâs operations within India, there is no significant difference in the economic condition prevailing in the various states of India. Revenue from sales to customers outside India is less than 10% in the current and previous year. Hence, disclosures on geographical segments are not applicable.
e) Information about major customers
Included in the revenue arising from direct sales of products and services of Rs. 21,909.20 million, (31 December 2017: Rs. 21,138.73 million) are revenues of approximately Rs. 7,694.61 million (31 December 2017: Rs. 7,838.86 million) which arose from the sale to companyâs top two customers. No other single customer contributed 10% or more of the companyâs revenue for both 2018 and 2017.
Notes:
i) Segment performance is reviewed by the CODM on the basis of profit or loss from continuing operations before other income and finance cost and tax expenses. Segment results reviewed by CODM also excludes income or expenses which are non recurring in nature or classified as exceptional.
ii) The accounting policies of the reportablesegments are same as of the companies accounting policies (Refer Note 2)
16. Information on Related Party Disclosure
A) List of Related Parties
i) Ultimate Holding Company
Linde Public Limited Company, Ireland (From 01 November 2018)
ii) Intermediate Holding Company
Linde Aktiengesellschaft, Germany (From 01 November 2018, Ultimate holding company upto 31 October 2018)
iii) Holding Company (entity having control over the Company)
The BOC Group Limited, United Kingdom
(Wholly owned Subsidiary of Linde Aktiengesellschaft, Germany)
iv) Fellow Subsidiaries and Joint Venture with whom transactions have taken place during the year
17. Leases
The following is the summary of future minimum lease rental payments under non-cancellable operating leases and finance leases entered into by the Company.
A. Operating leases as a lessor:
Significant leasing arrangements include lease of plant and machinery dedicated for use under long term arrangements for periods ranging between 12 to 20 years with renewal option. Receivable under long term arrangements involving use of dedicated assets are allocated between those relating to the right to use of assets on contractual terms and conditions. Any change in the allocation assumptions may have an impact on the lease assessment and/or lease classification.
B. Finance leases as a lessor:
Certain plant and machinery has been made available by the Company to the customers under a finance lease arrangement. The arrangements covers a substantial part of the economic life of the underlying asset and contain a renewal option on expiry. Receivables under long term arrangements involving use of dedicated assets are based on the underlying contractual terms and conditions. Any change in the assumptions may have an impact on lease assessment and/or lease classification.
Such assets given under the lease arrangement have been recognised, at the inception of the lease as a receivable at an amount equal to the net investment in the lease. The finance income arising from the lease is being allocated based on a pattern reflecting constant periodic return on the net investment in the lease.
The minimum lease receivable and the present value of minimum lease receivables in respect of arrangements classified as finance leases are as below:
C. Operating lease as a lessee:
Company has taken various residential and office premises under operating lease or leave and license agreements. There agreements are for period of 11 months to 3 years, cancellable during the life of the contract at the option of both the parties and do not contain stipulation for increase in lease rental. Minimum lease payment charged during the year to the statement of profit and loss aggregated to Rs. 73.26 million ( 31 December 2017: Rs. 64.56 million)(Refer note 31).
18. Interest in Joint Venture
a) Details of the Companyâs material joint venture at the end of the reporting period are as follows:
c) Companyâs transaction with Bellary Oxygen Company Private Limited, being a related party during the year ended 31 December 2018 are disclosed under note 44
19. Dividends
The dividends declared by the Company are based on the profits available for distribution as reported in the financial statements of the Company. On 19 February 2019 the Board of Directors of the Company have proposed a dividend of Rs. 1.50 per share in respect of the year ended 31 December 2018, subject to the approval of shareholders at the Annual General Meeting. If approved, the dividend would result in a cash outflow of Rs.154.22 million inclusive of a dividend distribution tax of Rs. 26.29 million.
20. The financial statements were approved for issue by the Board of Directors on 19 February 2019.
Dec 31, 2017
1. Company Overview
Linde India Limited is a public company having Corporate Identity Number L40200WB1935PLC008184. It is incorporated under the Companies Act, 1956 and its shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Company is primarily engaged in manufacture of industrial and medical gases and construction of cryogenic and non-cryogenic air separation plants.
The functional and presentation currency of the Company is Indian Rupee (âRs.â).
As on 31 December 2017, Linde AG owns 75% of the ordinary shares of the company and has the ability to control the companyâs operations.
The financial statement for the year ended 31 December 2017 were approved by the Board of directors and authorized for issue on 12 February 2018.
(a) Provision for asset restoration obligation
Provision is towards estimated cost to be incurred on dismantling of plants at the customersâ site upon expiry of the tenure of the contractual agreement with the customer. Such cost has been capitalised under plant and machinery.
(b) Provision for warranties
Warranty costs are provided based on a technical estimate of the costs required to be incurred for repairs, replacement, material cost, servicing and past experience in respect of warranty costs. It is expected that this expenditure will be incurred over the contractual warranty period.
(c) Provision for liquidated damages
Liquidated damages are provided based on contractual terms when the delivery/commissioning dates of an individual project have exceeded or are likely to exceed the delivery/commissioning dates and/or on the deviation in contractual performance as per the respective contracts. This expenditure is expected to be incurred over the respective contractual terms up to closure of the contract (including warranty period)
(d) Provision for contingencies
Provision is towards known contractual obligation, litigation cases and pending assessments in respect of taxes, duties and other levies in respect of which management believes that there are present obligations and the settlement of such obligations are expected to result in outflow of resources, to the extent provided for.
2. Corporate Social Responsibility
As per Section 135 of the Companies Act, 2013 a CSR committee has been formed by the Company. The funds were utilised throughout the year on the activities which are specified in Schedule VII of the Act. The utilisation is done by way of direct contribution towards aforesaid activities.
3. Exceptional Items
Exceptional items represent severance and settlement payment for employeesâ separation of Rs. 55.00 million (Previous year Rs.Nil)
4. Earnings per share
The following table reflects profit and shares data used in the computation of basic and diluted earnings per share.
5. Contingent liabilities
Contingencies:
In the ordinary course of business, the Company faces claims and assertions by various parties. The Company assesses such claims and assertions and monitors the legal environment on an ongoing basis with the assistance of external legal counsel, wherever necessary.
The Company records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its financial statements, if material. For potential losses that are considered possible, but not probable, the Company provides disclosure in the financial statements but does not record a liability in its accounts unless the loss becomes probable.
The following is a description of claims and assertions where a potential loss is possible, but not probable.
Litigations:
The Company is involved in legal proceedings, both as plaintiff and as defendant. There are claims which the Company does not believe to be of material nature, other than those described below.
a) Excise Duty and Service Tax
As at 31 December 2017, there were pending litigations for various matters relating to excise duty and service taxes involving demands of Rs. 31.73 millions (31 December 2016: Rs. 31.73 millions; 1 January 2016: Rs. 38.03 millions).
b) Sales Tax /VAT
The total sales tax demands that are being contested by the Company amounted to Rs. 394.97 millions; (31 December 2016: Rs. 277.43 millions ; 1 January 2016: Rs. 166.84 millions). The details of demand for more than Rs. 100 million are as follows:
As on 31 December 2017, Sales tax Authority have raised demand of Rs. 301.54 million for the period 2008-09 to 2013-14 (31 December 2016: Rs. 182 millions ; 1 January 2016: Rs. 86 millions) on account of non levy of sales tax for facility charges recovered from a customer for providing pipeline infrastructure at their premises. Company has contested the demand and currently the matter is at appellate stage.
c) Sales Tax liability transferred to a beneficiary
Pursuant to an approved scheme of Government of Maharashtra, certain Sales Tax Liabilities of the Company had been transferred to an eligible beneficiary, at a discount, for which a bank guarantee had been provided by the beneficiary to ensure timely payment to the concerned authorities. The contingent liability for the same is amounted to Rs. 3.68 millions (31 December 2016: Rs. 3.68 millions; 1 January 2016: Rs. 9.20 millions).
d) Other claims
Other amounts for which the Company may contingently be liable aggregate to Rs. 4 millions (31 December 2016: Rs. 21.32 millions; 1 January 2016: Rs. 12.56 millions).
6. Employee Benefits
i) Defined Contribution Plan
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident fund, which is a defined contribution plan. The company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognised as an expense towards contribution to Provident fund for the year aggregated to Rs. 35.50 million (previous year Rs. 31.38 million). Further, provident fund administered through Companyâs trust for certain employees (in accordance with Provident Fund Regulation) are in the nature of defined benefit obligations with respect to the yearly interest guarantee.
ii) Defined Benefit Plan Description of Plans
Retirement Benefit Plans of the Company include Gratuity, Pension and Provident Fund.
Gratuity
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 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. Gratuity is funded through direct investment under BOC India Gratuity Fund.. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
Investments of Pension (Graded Staff Pension) for some employees are managed through Company managed trust. Provident Fund for most of the employees are managed through trust investments and for some employees through government administered fund.
Post retirement medical benefits
Under this unfunded scheme, employees of the Company receive medical benefits subject to certain limits on amounts of benefits, periods after retirement and types of benefits, depending on their grade and location at the time of retirement. The Company accounts for the liability for post-retirement medical scheme based on an actuarial valuation.
Governance
The trustees of the trust fund are responsible for the overall governance of the plan and to act in accordance with the provisions of the trust deed and rules in the best interests of the plan participants. They are tasked with periodic reviews of the solvency of the fund and play a role in the long-term investment, risk management and funding strategy.
Investment Strategy
The Companyâs investment strategy in respect of its funded plans is implemented within the framework of the applicable statutory requirements. The plans expose the Company to a number of actuarial risks such as investment risk, interest rate risk, longevity risk and inflation risk.
Investment risk:
The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government/high quality bond yields; if the return on plan asset is below this rate, it will create a plan deficit.
Interest risk:
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return.
Longevity risk:
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the planâs liability.
Inflation risk:
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the planâs liability.
The Company has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk and maintaining the right balance between risk and long term returns in order to limit the cost to the Company of the benefits provided.
The sensitivity analysis above have been determined based on reasonable possible changes of the respective assumptions occurring at the end of the year and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the Balance Sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous year.
7. Capital management
The Companyâs capital management is intended to create value for shareholders by facilitating the meeting of long term and short term goals of the Company. The Company determines the amount of capital required on the basis of annual business plan coupled with long term and short term strategic investment and expansion plans. The funding needs are met through equity, cash generated from operations and long term and short bank borrowings. The Company monitors the capital structure on the basis of net debt to equity ratio and maturity profile of the overall debt portfolio of the Company. Net debt includes interest bearing borrowings less cash and cash equivalents.
8. Financial Instruments
This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments.
The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 (s).
a) Category-wise classification of Financial instrumnets
The carrying value and fair values of financial instruments by class are as follows:
b) Fair value measurements
The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
The categories used are as follows:
a) Level 1: Quoted prices for identical instruments in an active market-
This level of hierarchy includes financial assets that are measured by reference to qouted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares.
b) Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs-
This level of hierarchy includes financial assets and liabilities, measured using inputs other than the quoted prices included within level 1 that are observables for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This level of hierarchy includes Companyâs derivative contracts.
c) Level 3: Inputs which are not based on observable market data -
This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor they are based on available market data.
i) The fair values of investment in quoted investment in equity shares is based on the current bid price of respective investment as at the Balance Sheet date.
ii) The fair values of the derivative financial instruments has been determined using valuation techniques with market observable inputs. The models incorporate various inputs including the credit quality of counter-parties and foreign exchange forward rates.
iii) The Company assessed that cash and bank balances, trade receivables, trade payables, short term borrowings and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
iv) Fair value of borrowings which have a quoted market price in an active market is based on its market price which is categorised as level 1. Fair value of borrowings which do not have an active market or are unquoted is estimated by discounting expected future cash flows using a discount rate equivalent to the risk-free rate of return adjusted for credit spread considered by lenders for instruments of similar maturities which is categorised as level 2 in the fair value hierarchy.
v) Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.
vi) There have been no transfers between Level 1, level 2 and Level 3 for the years ended 31 December 2017, 31 December 2016 and 1 January 2016.
c) Derivative financial instruments
Derivative instruments used by the Company include forward exchange contracts and currency swaps. These financial instruments are utilised to hedge future transactions and cash flows and are subject to hedge accounting under Ind AS 109 â Financial Instrumentsâ to the extent possible. The Company does not hold or issue derivative financial instruments for trading purpose. All transactions in derivative financial instruments are undertaken to manage risks arising from underlying business activities.
9. Financial Risk Management
In the course of its business, the Company is exposed primarily to fluctuations in foreign currency exchange rates, interest rates, liquidity and credit risk, which may adversely impact the fair value of its financial instruments.
The Company has a risk management policy which not only covers the foreign exchange risks but also other risks associated with the financial assets and liabilities such as interest rate risks and credit risks. The risk management policy is approved by the Board of Directors. The risk management framework aims to:
(i) create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on the Companyâs business plan.
(ii) achieve greater predictability to earnings by determining the financial value of the expected earnings in advance.
(i) Market risk:
Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.
a) Market risk - Foreign currency exchange rate risk:
The Company enter into sale and purchase transactions and borrowings denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Company manages the risk from currency exposures for all major items through hedging mechansism primarily by use of forward exchange contracts.
The carrying amounts of the Companyâs foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:
A 10% appreciation/depreciation of the foreign currencies with respect to functional currency of the Company would result in an decrease/ increase in the Companyâs net profit before tax by approximately Rs.45.01 million for the year ended 31 December 2017 (31 December 2016: Rs.33.05 million) and would result in an decrease/increase in the Companyâs total equity by approximately Rs. 45.01 million for the year ended 31 December 2017 (31 December 2016: Rs.33.05 million and 1 January 2016: Rs.24.06 million)
b) Market risk - Interest rate risk:
Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any movement in the reference rates could have an impact on the Companyâs cash flows as well as costs.
The Interest rate risk for the company is primarily mitigated by hedging through interest rate swaps which ensures fixed interest rate for the borrowed amount.
Interest rate sensitivity analysis
The company manages its interest rate risk by entering into interest rate swap contracts to swap floating interest rates for fixed interest rates over the duration of its borrowings for all its foreign currency long term loans. As at 31 December 2017, for all the long term foreign currency loans, the company has an interest rate swap, wherein the floating interest rates are converted into fixed interest rates
The sensitivity analysis given below have 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 the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents managementâs assessment of the reasonably possible change in interest rates.
Profit for the year ended 31 December 2017 would increase/decrease by Rs. 12.50 Million (as at 31 December 2016 Rs. 13.80 Million).
Interest rate SWAP contracts
The company enters interest rate swaps to hedge interest rate risks. Under the interest rate swap contracts, the company exchange the difference between fixed and floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable the company to mitigate the risk of changing interest rates on the fair value of fixed rate debt.
The interest rate swap contracts are settled on cash basis. The company settles the difference between the fixed and floating interest rate on a net basis. The fair value on this interest rate swap contracts are included in schedule âOther financial assets/liabilities - Mark to market on derivative contractsâ. The net change in fair value of the Derivative Instruments (forward exchange contracts) during the current year ended 31 December 2017 is Rs. 3.10 Million, (as at 31 December 2016 -Rs. 8.21 Million; as at 1 January 2016 - Rs.0.20 Million).
ii) Counter-party credit risk:
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks. Financial instruments that are subject to concentrations of credit risk, principally consist of trade receivables, finance receivables, loans and advances and derivative financial instruments. Company regularly reviews the credit limits of the customers and takes action to reduce the risk. Further diverse and large customer bases also reduces the risk. All trade receivables are reviewed and assessed for default on quarterly basis. The credit risk on bank balances and derivative financial instruments is limited because the counterparties are banks with high credit ratings.
iii) Liquidity risk:
Liquidity risk is the risk that the company will face in meeting its obligations associated with its financial liabilities. The Company follows a prudent and conservative policy for safegaurding liquidity. It regularly monitors the rolling cash flow forecasts to ensure its cash flows are arranged on an on-going basis to meet operational requirement. In line with this the Company has established adequate credit facilities with banks to cater to manage the liquidity requirement. Short-term and medium term liquidity are supported through the bank and intercompany borrowing at a competitive rates.
10. Segment information
a) Products and services from which reportable segments derive their revenues:
Information reported to the Chief Operating Decision Maker (CODM) for the puspose of resource allocation and assessment of segment performance is based on product and services. Accordingly, management of the company has chosen to organise the segment based on its products and services as follows;.
- Gases and Related Products
- Project Engineering
The companyâs chief operating decision maker is the Managing Director.
Segment revenue, results, assets and liabilities include the respective amounts that are directly attributable to or can be allocated on a reasonable basis to each of the segments. Revenue, expenses, assets and liabilities which relate to the enterprise as a whole and are neither attributable to nor can be allocated on a reasonable basis to each of the segments, have been disclosed as unallocable.
The companyâs financing and income taxes are managed on a company level and are not allocated to operating segments.
Inter-segment revenue has been recognised at cost.
The Company operates predominantly within the geographical limits of India. In the companyâs operations within India, there is no significant difference in the economic condition prevailing in the various states of India. Revenue from sales to customers outside India is less than 10% in the current and previous year. Hence, disclosures on geographical segments are not applicable.
b) Information about major customers
Included in the revenue arising from direct sales of products and services of Rs. 21,138.73 million, (year ended 31December 2016: Rs. 19,775.99 million) are revenues of approximately Rs. 7,838.86 million (year ended 31December 2016: Rs. 7,401.05 million) which arose from the sale to companyâs top two customers. No other single customer contributed 10% or more of the companyâs revenue for both 2017 and 2016.
Notes:
i) Segment performance is reviewed by the CODM on the basis of profit or loss from continuing operations before other income and finance cost and tax expenses. Segment results reviewed by CODM also excludes income or expenses which are non recuring in nature or classified as exceptional.
ii) The accounting policies of the reportable segments are same as of the compnaies accouting policies (Refer Note 2)
11. Information on Related Party Disclosure
A) List of Related Parties
i) Ultimate Holding Company (entity having control over the Company)
Linde AG, Germany
ii) Holding Company (entity having control over the Company)
The BOC Group Limited, United Kingdom (Wholly owned subsidiary of Linde AG)
iii) Fellow Subsidiaries and Joint Venture with whom transactions have taken place during the year
iv) Key Management Personnel of the Company
Mr. M Banerjee, Managing Director
Mr. Indranil Bagchi, Chief Financial Officer
Mr. P Marda, Asst Vice President & Company Secretary
12. Leases
The following is the summary of future minimum lease rental payments under non-cancellable operating leases and finance leases entered into by the Company.
A. Operating leases as a lessor:
Significant leasing arrangements include lease of plant and machinery dedicated for use under long term arrangements for periods ranging between 12 to 15 years with renewal option. Receivable under long term arrangements involving use of dedicated assets are allocated between those relating to the right to use of assets on contractual terms and conditions. Any change in the allocation assumptions may have an impact on the lease assessment and/or lease classification.
B. Finance leases as a lessor:
Certain plant and machinery has been made available by the Company to the customers under a finance lease arrangement. The arrangements covers a substantial part of the economic life of the underlying asset and contain a renewal option on expiry. Receivables under long term arrangements involving use of dedicated assets are based on the underlying contractual terms and conditions. Any change in the assumptions may have an impact on lease assessment and/or lease classification.
Such assets given under the lease arrangement have been recognised, at the inception of the lease as a receivable at an amount equal to the net investment in the lease. The finance income arising from the lease is being allocated based on a pattern reflecting constant periodic return on the net investment in the lease.
C. Operating lease as a lessee:
Company has taken various residential and office premises under operating lease or leave and license agreements. There agreements are for period of 11 months to 3 years, cancellable during the life of the contract at the option of both the parties and do not contain stipulation for increase in lease rental. Minimum lease payment charged during the year to the statement of profit and loss aggregated to Rs. 64.56 million (previous year Rs. 45.43 million)
c) Companyâs transaction with Bellary Oxygen Company Private Limited , being a related party during the year ended 31 December 2017 are disclosed under note 45
13. Ind AS 101 - âFirst Time Adoption of Indian Accounting Standardsâ
Transition to Ind AS - Reconciliation
The following reconciliations provide the explanation and qualification of the differences arising from the transition from Previous GAAP to Ind AS in accordance with Ind AS 101 âFirst Time Adoption of Indian Accounting Standardsâ.
(i) Reconciliation of total equity as at 1 January 2016 and 31 December 2016.
(ii) Reconciliation of total comprehensive income for the year ended 31 December 2016.
(iii) Reconciliation of statement of cash flows for the year ended 31 December 2016.
Previous GAAP figures have been reclassified/regrouped wherever necessary to confirm with the financial statements prepared under Ind AS.
Notes to reconciliations between IGAAP and Ind-AS
(A) Impact of computing the asset restoration obligation at present value
The Company under previous GAAP has recorded the provision for decommissioning liability and also recorded a corresponding asset. These were recorded at the value which the Company would incur at the end of the contract term. These costs have been recorded as per the provisions of Appendix A of IND AS 16 âChanges in Existing Decommissioning, Restoration and Similar Liabilitiesâ. Under Ind AS, provisions are measured at discounted amount, if the effect of time value of money is material. The Company has discounted the provision for asset restoration liability to present value at the transition date resulting in the increase and decrease in the provision and asset values through equity as on 1 January 2016 and 31 December 2016. Consequently, the unwinding of discount has been recognised as a finance cost for the year ended 31 December 2016.
(B) Impact of measuring investments at fair value through other comprehensive income
Under previous GAAP, non-current investments were stated at cost less diminution in value which is other than temporary. However, under Ind AS, the investment in equity instruments [other than investment in subsidiaries, joint venture and associates] have been classified at Fair value through Other Comprehensive Income (FVTOCI) through an irrevocable election at the date of transition and all gains and losses on these investments needs to be recorded through OCI. On the date of transition to Ind AS, this investment was measured at its fair value which is higher than the cost as per the previous GAAP, resulting in an increase in the carrying amount of investment and corresponding increase in equity as on 1 January 2016 and 31 December 2016.
(C) Amortisation of leasehold land
Under previous GAAP, leasehold properties were presented as fixed assets and amortised over the period of lease. Under Ind AS, such properties have been classified as prepayments within non-current assets (current portion is presented as other current assets) and have been amortised over the period of lease.
(D) Reversal of proposed dividend and tax thereon
Under previous GAAP, dividends on equity shares (including tax thereon) recommended by board of directors after the end of the reporting period but before the financial statements were approved for issue were recognised in the financial statement as liability. Under Ind AS, such dividends (including tax thereon) are recognised when declared by the members in the a general meeting. The effect of this change is an increase in total equity as at 1 January 2016 and 31 December 2016.
(E) Impact on reclassification of arrangement containing leases (net of tax)
As per Ind AS 17, âLeasesâ, the Company has assessed certain long term arrangements, fulfilment of which is dependant on use of specified assets and where the Company has the right to control the use of such assets for being in the nature of a lease.
This resulted in certain arrangements being treated as a lease and classified as an operating/finance lease. The impact on total equity and profit and loss is on account of the difference in recognition under the lease accounting model as compared to those recognised under the previous GAAP.
(F) Impact on fair valuation of security deposits - asset/liability (net of tax)
In accordance with Ind AS 109, âFinancial Instrumentsâ, all the financial instruments have to be classified and measured as either at Amortised Cost, Fair Value through Other Comprehensive Income (FVTOCI) or Fair value through Profit and Loss (FVTPL) depending upon the Business model and the Cash flow characteristics. Under previous GAAP the security deposits given to vendors/taken from customers were recorded at the transaction value, however, under Ind AS, interest free deposits being a financial asset/liability is required to be recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. The impact on total equity and statement of profit and loss is on account of change in measurement of the interest free deposits under Ind AS as compared to those recognised under previous GAAP.
(G) Impact of reversal of goodwill amortisation (net of tax)
Under previous GAAP, Goodwill were necessarily amortised. Under Ind AS, these Goodwill have been determined to have an indefinite useful life and have been recorded in the financials on the transition date. Accordingly, the amortisation thereof considered in the year ending 31 December 2016 has been reversed and corresponding impact has been given in total equity and statement of profit and loss.
(H) Re-classification of actuarial gains/(losses), arising in respect of employee benefit schemes to Other Comprehensive Income
Under previous GAAP, actuarial gains and losses were recognised in statement of profit or loss. Under Ind AS, the actuarial gains and losses form part of remeasurement of the net defined benefit liability/asset which is recognised in Other Comprehensive Income. Consequently, the tax effect of the same has also been recognised in Other Comprehensive Income instead of statement of profit or loss.
(I) Other Comprehensive Income (net of taxes)
The Company uses derivative financial instruments, such as forward contracts and swaps to hedge its foreign currency risks. Under previous GAAP, the net mark to market gains and losses on the outstanding portfolios of such instruments were recognised directly in reserves. Under Ind AS, these hedges are designated as cash flow hedge and the movement in the fair value of these derivatives are recognised in Other Comprehensive Income.
14. Dividends
The dividends declared by the Company are based on the profits available for distribution as reported in the financial statements of the Company. On 12 February, 2018 the Board of Directors of the Company have proposed a dividend of Re. 1 per share in respect of the year ended 31 December, 2017, subject to the approval of shareholders at the Annual General Meeting. If approved, the dividend would result in a cash outflow of Rs. 102.81 million inclusive of a dividend distribution tax of Rs. 17.53 million.
Dec 31, 2016
Rights, preferences and restrictions attached to equity shares
The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company.
Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.
On winding up of the company, the holders of equity shares will be entitled to receive the residual assets of the company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.
1. The details of employee benefits for the year ended 31
December 2016 on account of gratuity and pension which are funded defined employee benefit plans and provident fund which is an unfunded benefit plan are as under:
Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident fund, which is a defined contribution plan. The company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognized as an expense towards contribution to Provident fund for the year aggregated to Rs. 31.38 (Previous year Rs. 29.06). Further Provident fund administered through Company''s trust for certain employees (in accordance with Provident Fund Regulation) are in the nature of defined benefit obligations with respect to the yearly interest guarantee.
Defined benefit plan
The Company operates two post-employment defined benefit plans for gratuity and pension.
Notes
1. The Pension Expenses and Gratuity Expenses have been recognized in ''Contribution to Provident and other funds'' under Note 26 to the Statement of Profit and Loss Account.
2. The estimates of future salary increases, considered in actuarial valuations take account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market.
3. The expected rate of return on plan assets is based on the current portfolio of assets, investment strategy and market scenario. In order to protect capital and optimized returns within acceptable risk parameters, the plan assets are well diversified.
4. The discount rate is based on the prevailing market yield on Government Securities as at the balance sheet date for the estimated terms of obligation.
5. Certain plant and machineries have been made available by the Company to the customers under a finance lease arrangement. Such assets given under a finance lease arrangement have been recognized, at the inception of the lease, as a receivable at an amount equal to the net investment in the lease. The finance income arising from the lease is being allocated based on a pattern reflecting constant periodic return on the net investment in the lease.
6. Details with respect to the above leased asset under finance lease arrangements in accordance with Accounting Standard 19 -''Leases''.
7. Company has taken various residential and office premises under operating lease or leave and license agreements. These agreements are for a period of 11 months to 3 years, cancellable during the life of the contract at the option of both the parties and do not contain stipulation for increase in lease rentals. Minimum lease payment charged during the year to the statement of profit and loss aggregated to Rs. 41.98 (Previous year Rs. 55.57).
8. (i) Provision for taxation has been recognized with reference to the taxable profit for the year ended 31 December 2016 in accordance with the provision of the Income tax Act, 1961. The ultimate tax liability for the assessment year 2017-2018 will be determined on the basis of total income for the year ending on 31 March 2017.
9. The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under Section 92-92F of the Income - Tax Act, 1961. Since the law requires the existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation of the domestic and international transactions entered into with the associated enterprises during the assessment year and expects such records to be in existence latest by due date as required under law. The management is of the opinion that its domestic and international transaction are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
10. During the year the company has recognized Rs. 30.07 (previous year 5.47) as MAT credit entitlement and the same has been carried forward having regard to the trend of profitability and future projections. Management is of the opinion that the company will pay normal income tax during the period for which the MAT credit can be carried forward for setoff against the normal tax liability.
11. Deferred tax release of Rs. 220.61 during the previous year includes Rs. 253.26 arising from tax benefit on investment allowance availed as per Section 32AC of the Income Tax Act, 1961.
12. The Company is exposed to foreign currency fluctuations on payables as well as receivables. The payables are for purchases of fixed assets and spares and services provided by foreign vendors, while receivables are for cash flow from foreign projects and reimbursements of expenses. The Company limits the effects of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The Company enters into derivative financial instruments, where the counterparty is primarily a bank.
The Company hedges against foreign exchange risks for future transactions which are highly probable.
The Company uses interest rate swaps to hedge the exposure to changes in interest outflows as a result of interest rate changes. If the hedge is deemed to be effective, the carrying amount of the hedged item is adjusted for changes in the fair value attributable to the hedged risk.
As explained in note 1(q) above, the Company has designated the following derivative contracts with banks:
13. Principal and interest swap as hedges of foreign currency borrowing facilities aggregating USD 40.62 million (previous year USD 40.62 million) equivalent to Rs. 2,500.00 (previous year Rs. 2,500.00) available to the Company at variable interest rates based on LIBOR. The principal and interest rate swap pertaining to borrowings aggregating to Rs 1,695.48 (previous year Rs 1,651.89) and Rs 1,064.78 (previous year Rs 1,037.43) will mature in the year 2017 and 2018 respectively, based on the remaining period as of the balance sheet date.
14. Further the Company has entered into certain firm commitments for purchase of Euro Nil (previous year Euro 0.90 million) and sale of USD 8.98 million (previous year USD 6.39 million) & Euro 0.04 million (previous year Euro Nil million).
The foreign exchange forward contracts mature between 1 - 24 months. The following table analysis of the derivative financial instruments into relevant maturity groupings based on the remaining period of the Balance Sheet date:
Rs. 170.19 (net of deferred tax Rs. 90.10) [Previous year Rs. 123.80 (net of deferred tax Rs. 65.55)] being the translation loss on foreign currency borrowings drawn down till the year-end and Rs. 129.86 (net of deferred tax Rs. 68.69) [Previous year Rs. 74.17 (net of deferred tax Rs. 39.22)] being the portion of gain arising from changes in fair values of the swap contracts referred to in point (a) above that are determined to be effective hedge of the aforesaid foreign currency borrowing facilities at variable interest and the related hedged transaction expected to occur in future have been recognized in translation and hedging reserve in shareholders'' funds.
Further, the translation gain on the forward covers for firm commitments which are determined to be effective hedge of foreign currency payables and receivables referred in point (b) above aggregating to Rs. 5.37 (net of deferred tax Rs. 2.84) [Previous year Rs. 7.23 (net of deferred tax Rs. 3.83)] has been recognized in translation & hedging reserve in shareholders'' funds. Further, amounts aggregating to Rs.
15. representing loss on rollover of derivative instrument has been recycled from Translation & Hedging Reserve and added to carrying amount of tangible fixed assets during the year.
16. The company had restructured two of its existing ECB''s availed from Linde AG during the previous year. The company had transferred net gain of Rs. 86.95 million from "Translation and hedging reserves" to the Statement of Profit and Loss on account of cancellation of cross-currency cum interest-rate swaps during the previous year.
The aforesaid gain had been included under "Other income".
17.. Exceptional item during the previous year represents separation cost of employees on account of a Voluntary Retirement Scheme launched by the Company.
18.. Corporate social responsibility
As per Section 135 of the Companies Act, 2013 a CSR committee has been formed by the Company. The funds are utilized throughout the year on the activities which are specified in Schedule VII of the Act.
The utilization is done by way of direct contribution towards aforesaid activities.
19. Segment information in accordance with Accounting Standard 17.
20. Determination of segment information is based on the organizational and management structure of the Company and its internal financial reporting system. The Company business segments namely ''Gases and Related Products'' and ''Project Engineering'' have been considered as primary segments for reporting format. Segment revenue, results, assets and liabilities include the respective amounts that are directly attributable to or can be allocated on a reasonable basis to each of the segments. Revenue, expenses, assets and liabilities which relate to the enterprise as a whole and are neither attributable to nor can be allocated on a reasonable basis to each of the segments, have been disclosed as unallocable.
21. The Company operates predominantly within the geographical limits of India, accordingly secondary segments have not been considered.
22. Inter-segment revenue has been recognized at cost.
Dec 31, 2014
1. Company overview
Linde India Limited is a public company. It is incorporated under the
Companies Act, 1956 and its shares are listed on the National Stock
Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE)
and Calcutta Stock Exchange Limited (CSE). The Company is primarily
engaged in manufacture of industrial and medical gases and construction
of cryogenic and non cryogenic air separation plants.
2. Rights, preferences and restrictions attached to equity shares
The Company has a single class of equity shares. Accordingly, all
equity shares rank equally with regard to dividends and share in the
Company''s residual assets. The equity shares are entitled to receive
dividend as declared from time to time. The voting rights of an equity
shareholder on a poll (not on show of hands) are in proportion to its
share of the paid-up equity capital of the Company. Voting rights
cannot be exercised in respect of shares on which any call or other
sums presently payable have not been paid.
On winding up of the Company, the holders of equity shares will be
entitled to receive the residual assets of the Company, remaining after
distribution of all preferential amounts in proportion to the number of
equity shares held.
Consequent upon the offer for sale through the stock exchange mechanism
on 17 May 2013 made by The BOC Group Limited, a member of The Linde
Group, the promoter shareholding in the Company was reduced from 89.48%
to 75% in compliance with minimum public shareholding requirement under
the Listing Agreement.
* Against the above loan the Company has designated principal and
interest swap contracts with a bank as hedges of foreign currency
borrowing facilities aggregating Euro 82.20 million (previous year Euro
1 03.40 million) equivalent to Rs. 5,268.39 (previous year Rs. 6,632.83
). Also refer note 42
** Against the above loan the Company has designated interest rate swap
contract with banks as hedges of floating interest rate facilities.
Also refer note 42
# Against the above loan the Company has designated principal and
interest swap contracts with a bank as hedges of foreign currency
borrowing facilities aggregating USD 41.79 million (previous year USD
16.84 million) equivalent to Rs. 2,499.99 (previous year Rs. 1,000 ).
Also refer note 42
3. a) Provision for liquidated damages
Liquidated damages are provided based on contractual terms when the
delivery/commissioning dates of an individual project have exceeded or
are likely to exceed the delivery/commissioning dates and/or on the
deviation in contractual performance as per the respective contracts.
This expenditure is expected to be incurred over the respective
contractual terms up to closure of the contract (including warranty
period).
b) Provision for warranties
Warranty costs are provided based on a technical estimate of the costs
required to be incurred for repairs, replacement, material cost,
servicing and past experience in respect of warranty costs. It is
expected that this expenditure will be incurred over the contractual
warranty period.
c) Provision for contingencies
Provision is towards known contractual obligation, litigation cases and
pending assessments in respect of taxes, duties and other levies in
respect of which management believes that there are present obligations
and the settlement of such obligations are expected to result in
outflow of resources, to the extent provided for.
d) Provision for dismantling costs
Provision is towards estimated cost to be incurred on dismantling of
plants at the customers'' site upon expiry of the tenure of the
contractual agreement with the customer. Such cost has been capitalised
under plant and machinery.
* Includes revaluation on building Rs. 11.46 (previous year Rs. 14.08)
done by an external valuer on 30 September 1966 and 1 October 1980
** Includes borrowing costs aggregating Rs. 497.92 (previous year Rs.
1,656.49) net of interest income on surplus funds which was not
immediately utilised and invested in fixed deposit Rs. Nil (previous
year Rs. 39.75) Capital work in progress Includes impairment balance of
Rs. 151.96 (previous year Rs. 30.10)
*** The impairment loss in the current year represents the writedown in
value of certain assets to the extent of Rs. 121.85 million
# The Company had acquired business of manufacture and distribution of
medical and industrial gases both in liquid and compressed form during
the previous year. The assets acquired under such arrangement includes
plant and machinery and vehicles aggregating to Rs. 85.90 and Rs. 2.46
## 1, 1/2% debentures of Rs. 220,930 and 16,996 ordinary shares of Rs.
10 each represents right to use flat as at the year end. Investments in
such securities had been reclassified during the previous year from non
current investment under note 13
4. Interest in joint venture
a) The Company does not have a subsidiary and is not required to
present consolidated financial statements under Accounting Standard 21
- "Consolidated Financial Statements" prescribed by the Companies
(Accounting Standards) Rules, 2006 (as amended). Interest in
Joint-venture has been accounted for as a long term investment in these
financial statements. The details as per Accounting Standard 27 -
"Financial Reporting of Interest in Joint Ventures" as prescribed by
the Companies (Accounting Standards) Rules, 2006 (as amended) are
disclosed regarding the assets, liabilities, income and expenses of the
joint venture company as additional information to the users of the
financial statements.
5. Commitments
Estimated Capital commitments (net of advance) not provided for Rs.
903.69 (Previous Year Rs. 2,692.71)
6. Contingent liabilities not provided for
in Rupees million Year ended Year ended
31 Dec. 2014 31 Dec. 2013
a) Excise duty and service tax matters * 38.03 38.03
b) Other excise matters ** - -
c) Sales tax matters * 111.34 107.41
d) Guarantee given by the Company - 64.60
e) Sales tax liability transferred to a
beneficiary *** 27.60 27.60
f) Bills discounted 59.05 34.20
g) Other claims 16.66 15.39
* Excludes disputed matters in view of favourable appellate decisions
on similar issues.
** Cryogenic vessels for gases were cleared from one factory for
captive installation to the other factory of the Company. The Company
is contesting the Department''s allegation that the assessable value of
such inter unit transfer was not calculated as per the principles of
Cost Accounting Standards-4 (CAS-4). As per the view of the management
based on the facts of the case and document available, the liability
would not devolve on the Company.
*** Pursuant to an approved scheme of Government of Maharashtra,
certain Sales Tax Liabilities of the Company had been transferred to an
eligible beneficiary, at a discount, for which a bank guarantee had
been provided by the beneficiary to ensure timely payment to the
concerned authorities.
7. Notes:
a. The expected rate of return on plan assets is based on the current
portfolio of assets, investment strategy and market scenario. In order
to protect capital and optimise returns within acceptable risk
parameters, the plan assets are well diversified.
b. The pension expenses and gratuity expenses have been recognised in
''contribution to Provident and other funds'' under Note 26.
c. The estimates of future salary increases, considered in actuarial
valuations take account of inflation, seniority, promotion and other
relevant factors such as supply and demand factors in the employment
market.
a) Certain plant and machineries have been made available by the
Company to the customers under a finance lease arrangement. Such assets
given under a finance lease arrangement have been recognised, at the
inception of the lease, as a receivable at an amount equal to the net
investment in the lease. The finance income arising from the lease is
being allocated based on a pattern reflecting constant periodic return
on the net investment in the lease.
8. Company has taken various residential and office premises under
operating lease or leave and license agreements. These agreements are
for a period of 11 months to 3 years, cancellable during the life of
the contract at the option of both the parties and do not contain
stipulation for increase in lease rentals. Minimum lease payment
charged during the year to the statement of profit and loss aggregated
to Rs. 71.39 (Previous year Rs. 70.44).
9. i) Provision for taxation has been recognised with reference to the
taxable profit for the year ended 31 December 2014 in accordance with
the provision of the Income tax Act, 1961. The ultimate tax liability
for the assessment year 2015-2016 will be determined on the basis of
total income for the year ending on 31 March 2015.
ii) The Company has established a comprehensive system of maintenance
of information and documents as required by the transfer pricing
legislation under Section 92-92F of the Income tax Act, 1961. Since the
law requires the existence of such information and documentation to be
contemporaneous in nature, the Company is in the process of updating
the documentation of the domestic and international transactions
entered into with the associated enterprises during the assessment year
and expects such records to be in existence latest by due date as
required under law. The management is of the opinion that its domestic
and international transaction are at arm''s length so that the aforesaid
legislation will not have any impact on the financial statements,
particularly on the amount of tax expense and that of provision for
taxation.
iii) During the year the Company has recognised Rs. 8.14 (previous year
247.02) as MAT credit entitlement and the same has been carried forward
having regard to the trend of profitability and future projections.
Management is of the opinion that the Company will pay normal income
tax during the period for which the MAT credit can be carried forward
for set-off against the normal tax liability.
10. As explained in note 1(q) above, the Company has designated the
following derivative contracts with banks: i)
a) Principal and interest swap as hedges of foreign currency borrowing
facilities aggregating Euro 82.20 million (previous year Euro 103.40
million) and USD 41.79 million (previous year USD 16.84 million)
equivalent to Rs. 7,768.38 (previous year Rs. 7,632.83) available to
the Company at variable interest rates based on LIBOR. The principal
and interest rate swap pertaining to borrowings aggregating to Rs.
3,096.27 (previous year Rs. 4,435.12), Rs. 4,745.26 (previous year Rs.
4,350.16) and Rs. 1,061.20 (previous year Rs. 1,040.57) will mature in
the year 2016, 2017 and 2015 respectively, based on the remaining
period as of the balance sheet date.
b) Interest swaps as hedge of floating interest rate to fixed interest
on a term loan of Rs. Nil (previous year Rs. 1,000.00). The interest
swap has matured in the year 2014.
c) Further the Company has entered into certain firm commitments for
purchase of Euro 0.90 million (previous year Euro 8.40 million) and
sale of USD Nil (previous year USD 4.56 million).
Rs. 748.78 (net of deferred tax Rs. 385.57) [Previous year Rs. 1,447.61
(net of deferred tax Rs. 745.41)] being the translation loss on foreign
currency borrowings drawn down till the year-end and Rs. 772.53 (net of
deferred tax Rs. 397.79) [Previous year Rs. 1,709.76 (net of deferred
tax Rs. 880.39)] being the portion of gain arising from changes in fair
values of the swap contracts referred to in point (a) above that are
determined to be effective hedge of the aforesaid foreign currency
borrowing facilities at variable interest and the related hedged
transaction expected to occur in future have been recognized in
translation and hedging reserve in shareholders'' funds.
Rs. Nil (net of deferred tax Rs. Nil) [previous year Rs. 0.60 (net of
deferred tax Rs. 0.30)] being the portion of gain arising from changes
in fair values of the swap contracts referred in point (b) above that
are determined to be effective hedge of the aforesaid floating interest
rate facilities and the related hedged transaction expected to occur in
future have been recognized in translation and hedging reserve in
shareholders'' funds.
Further, the translation loss on the forward covers for firm
commitments which are determined to be effective hedge of foreign
currency payables and receivables referred in point (c) above
aggregating to Rs. 2.08 (net of deferred tax Rs. 1.07) [Previous year
gain of Rs. 40.46 (net of deferred tax Rs. 20.93)] has been recognised
in translation & hedging reserve in shareholders'' funds.
(ii) Hedged transaction aggregating to Rs. Nil [previous year Rs.
342.34 (equivalent to USD 6.29 million)] which was no longer expected
to occur, the net cumulative gain or loss recognized in shareholders''
funds had been transferred to the Statement of Profit and Loss for the
year aggregating to Rs. Nil (previous year Rs. 49.05).
(iii) Pursuant to the ICAI''s announcement in March 2008, the Company
had opted for early adoption of Accounting Standard 30 "Financial
Instruments: Recognition and Measurement" issued by the ICAI in the
year ended 31 December 2009. Accordingly, the Company during the year 1
January 2014 to 31 December 2014 has recognised net loss of Rs. 426.51
under ''Translation and hedging reserves'', representing net exchange
gain on borrowings aggregating to Rs. 1,058.69 and mark to market loss
of Rs. 1,485.20 arising from changes in fair value of principal and
interest rate swaps, forward contracts against firm commitments, which
qualify for hedge accounting being effective hedges.
11.
In the previous year, the Company has sold factory land and structures
situated at Ahmedabad and a profit of Rs. 502.70 arising from sale of
such land has been shown as exceptional item.
12.
Segment information in accordance with Accounting Standard 17
prescribed by the Companies (Accounting Standards) Rule, 2006 (as
amended).
a) Determination of segment information is based on the organisational
and management structure of the Company and its internal financial
reporting system. The Company business segments namely ''Gases and
Related Products'' and ''Project Engineering'' have been considered as
primary segments for reporting format. Segment revenue, results, assets
and liabilities include the respective amounts that are directly
attributable to or can be allocated on a reasonable basis to each of
the segments. Revenue, expenses, assets and liabilities which relate to
the enterprise as a whole and are neither attributable on a reasonable
basis to each of the segments, have been disclosed as unallocable.
b) The Company operates predominantly within the geographical limits of
India, accordingly secondary segments have not been considered.
c) Inter-segment revenue has been recognised at cost.
Dividend warrants of certain non-resident shareholders send to their
bankers in India have been excluded.
13. Expenses are net of reimbursement received for salary, travel and
other expenses aggregating Rs. 113.50 (previous year Rs. 109.65).
Dec 31, 2013
1. interest in joint venture
a) The Company does not have a subsidiary and is not required to
present consolidated financial statements under Accounting Standard 21
- "Consolidated Financial Statements" prescribed by the Companies
(Accounting Standards) Rules, 2006 (as amended). Interest in joint-
venture has been accounted for as a long term investment in these
financial statements. The details as per Accounting Standard 27 -
"Financial Reporting of Interest in joint Ventures" as prescribed by
the Companies (Accounting Standards) Rules, 2006 (as amended) are
disclosed regarding the assets, liabilities, income and expenses of the
joint venture company as additional information to the users of the
financial statements.
b) The Company''s interest, as a venture, in a jointly controlled
entity (incorporated joint Venture) is:
c) Company''s transactions with Belloxy, being a related party, during
the year ended 31 December 2013 are disclosed under note 45.
2. Estimated Capital commitments (net of advance) not provided for
Rs. 2,692.71 million (Previous Year Rs. 3,647.89 million)
3. Contingent liabilities not provided for
in Rupees million Year ended Year ended
31 Dec. 2013 31 Dec. 2012
a) Excise duty and service tax matters'' 38.03 38.03
b) Other excise matters - -
c) Sales tax matters- 107.41 54.14
d) Guarantee given by the Company 64.60 184.81
e) Sales tax liability transferred to
a beneficiary- 27.60 27.60
f) Bills discounted 34.20 56.41
g) Other claims HIT 15.39 21.69
* Excludes disputed matters in view of favorable appellate decisions
on similar issues.
" Cryogenic vessels for gases were cleared from one factory for captive
installation to the other factory of the Company. The Company is
contesting the Department''s allegation that the assessable value of
such inter unit transfer was not calculated as per the principles of
Cost Accounting Standards-4 (CAS-4). As per the view of the management
based on the facts of the case and document available, the liability
would not devolve on the Company.
*" Pursuant to an approved scheme of Government of Maharashtra, certain
Sales Tax Liabilities of the Company had been transferred to an
eligible beneficiary, at a discount, for which
a bank guarantee had been provided by the beneficiary to ensure timely
payment to the concerned authorities.
4.a) certain plant and machineries have been made available by the
Company to the customers under a finance lease arrangement. Such assets
given under a finance lease arrangement have been recognised, at the
inception of the lease, as a receivable at an amount equal to the net
investment in the lease. The finance income arising from the lease is
being allocated based on a pattern reflecting constant periodic return
on the net investment in the lease.
b) Details with respect to the above leased asset under finance lease
arrangements in accordance with Accounting Standard 19 -''Leases'' as
prescribed by the Companies (Accounting Standards) Rules, 2006 (as
amended).
5.Company has taken various residential and office premises under
operating lease or lease and license agreements. These agreements are
for a period of 11 months to 3 years, cancellable during the life of
the contract at the option of both the parties and do not contain
stipulation for increase in lease rentals. Minimum lease payment
charged during the year to the statement of profit and loss aggregated
to Rs. 70.44 million (Previous year Rs. 67.15 million).
6.i) Provision for taxation has been recognised with reference to the
taxable profit for the year ended 31 December 2013 in accordance with
the provision of the Income tax Act, 1961. The ultimate tax liability
for the assessment year 2014-2015 will be determined on the bas,s of
total income for the year ending on 31 March 2014.
ii) The Company has established a comprehensive system of maintenance
of information and documents as required by the transfer pricing
legislation under Section 92-92F of the Income - Tax Act, 1961. Since
the law requires the existence of such information and documentation to
be contemporaneous in nature, the Company is in the process of updating
the documentation of the domestic and international transactions
entered into with the associated enterprises during the assessment year
and expects such records to be in existence latest by due date as
required under law. The management is of the opinion that its domestic
and international transaction are at arm''s length so that the aforesaid
legislation will not have any impact on the financial statements,
particularly on the amount of tax expense and that of provision for
taxation.
iii) During the year the company has recognised Rs. 247.02 million
(previous year 211.88 million) as MAT credit entitlement and the same
has been earned forward having regard to the trend of profitability and
future projections. Management is of the opinion that the company will
pay normal income tax during the period for which the MAT credit can be
earned forward for setoff against the normal tax liability.
7.As explained in note 1(q), the Company has designated the following
derivative contracts with the banks:
i)a) Principal and interest swap as hedges of foreign currency borrowing
facilities aggregating Euro103.40 million (previous year Euro 115.60
million) and USD 16.84 million (previous year nil) equivalent to Rs.
7,632.83 million (previous year Rs. 7,413.83 million) available to the
Company at variable interest rates based on LIBOR. The principal and
interest rate swap aggregating to Rs. 4,435.12 million (previous year
Rs. 4,209.30 million), Rs. 4,350.16 million (previous year Rs. 4,180.27
million) and Rs. 1,040.57 million (previous year nil) will mature in
the year 2016 and 2017 and 2015 respectively, based on the remaining
period as of the Balance Sheet date.
b) interest swaps as hedge of floating interest rate to fixed interest
on a term loan of Rs. 1,000.00 million (previous year Rs. 1,000.00
million). The interest swap will mature in the year 2014 based on the
remaining period as of the balance sheet date.
c) Further the Company has entered into certain firm commitments for
purchase of Euro 8,401 thousands (previous year Euro 33,693 thousands)
and USD Nil (previous year USD 1,010 thousands) and sale of USD 4,557
thousands (previous year USD 6,557 thousands).
The foreign exchange forward contracts mature between 1 - 24 months.
The following table analysis of the derivative financial instruments
into relevant maturity groupings based on the remaining period of the
Balance Sheet date:
Rs. 1,447.61 million (net of deferred tax Rs. 745.41 million) [Previous
year Rs. 659.27 million (net of deferred tax Rs. 316.63 million)] being
the translation loss on foreign currency borrowings drawn down till the
year- end and Rs. 1,709.76 million (net of deferred tax Rs. 880.39
million)
[Previous year Rs. 648.37 million (net of deferred tax Rs. 311.40
million)] being the portion of gam arising from changes in fair values
of the swap contracts referred to in point (a) above that are
determined to be effective hedge of the aforesaid foreign currency
borrowing facilities at variable interest and the related hedged
transaction expected to occur in future have been recognized in
translation and hedging reserve in shareholders'' funds.
Rs. 0.60 million (net of deferred tax Rs. 0.30 million) [previous year
(Rs 9.75 million) (net of deferred tax (Rs. 4.69 million)] being the
portion of gain/(loss) arising from changes in fair values of the swap
contracts referred in point (b) above that are determined to be
effective hedge of the aforesaid floating interest rate facilities and
the related hedged transaction expected to occur ,n future have been
recognized in translation and hedging reserve in shareholders'' funds.
Further, the translation gam on the forward covers for firm commitments
which are determined to be effective hedge of foreign currency payables
and receivables referred in point (c) above aggregating to Rs. 40.46
million (net of deferred tax Rs. 20.93 million) [Previous year Rs.
13.32 million (net of deferred tax Rs. 6.40 million)] has been
recognised in translations hedging reserve in shareholders'' funds.
i) Hedged transaction aggregating to Rs. 342.34 million (equivalent to
USD 6.29 million) [previous year Rs. 148.99 million (equivalent Euro
2.15 million) which is no longer expected to occur, the net cumulative
loss recognized in shareholders'' funds is now transferred to the
Statement of Profit and Loss for the year aggregating to Rs. 49.05
million (previous year Rs. 8.14 million)
8.During the year, the Company has sold factory land and structures
situated at Ahmadabad and a profit of Rs. 502.70 million arising from
sale of such land has been shown as exceptional item. In the previous
year, the Company had sold factory land situated at Vizag and Bangalore
and a profit of Rs. 718.62 million arising from sale of such lands were
shown as exceptional item.
9.Segment information in accordance with Accounting Standard 17
prescribed by the Companies (Accounting Standards) Rule, 2006 (as
amended).
a) Determination of segment information is based on the organisational
and management structure of the Company and its internal financial
reporting system. The Company business segments namely ''Gases and
Related Products'' and ''Project Engineering'' have been considered as
pnmary segments for reporting format. Segment revenue, results, assets
and liabilities include the respective amounts that are directly
attributable to or can be allocated on a reasonable basis to each of
the segments. Revenue, expenses, assets and liabilities which relate to
the enterprise as a whole and are neither attributable to nor can be
allocated on a reasonable basis to each of the segments, have been
disclosed as unallowable.
b) The Company operates predominantly within the geographical limits of
India, accordingly secondary segments have not been considered.
c) inter-segment revenue has been recognised at cost.
10.information in accordance with the requirements of Accounting Standard
18 on Related Party Disclosures prescribed by the Companies (Accounting
Standards) Rules,2006 (as amended).
A) List of Related Parties
i) Ultimate Holding Company (entity having control over the Company)
Linde AG, Germany
ii) Holding Company (entity having control over the Company)
The BOC Group Limited, United Kingdom (Wholly owned Subsidiary of Unde
AG)
iii) Fellow Subsidiaries and joint Venture with whom transactions have
taken place during the year
iv) Key Management Personnel of the Company
Mr. S Menon, Managing Director till 29 July 2013
Mr.M Banerjee, Managing Director from 30 July 2013
Dividend warrants of certain non -resident shareholders send to their
bankers in India have been excluded.
11. Expenses are net of reimbursement received aggregating Rs. 109.65
million (previous year Rs. 59.60 million).
12. Figures for the previous year has been regrouped/rearranged where
necessary.
Dec 31, 2012
Rights, preferences and restrictions attached to equity shares
The Company has a single class of equity shares. Accordingly, all
equity shares rank equally with regard to dividends and share in the
Compa- ny''s residual assets. The equity shares are entitled to receive
dividend as declared from time to time. The voting rights of an equity
shareholder on a poll (not on show of hands) are in proportion to its
share of the paid- up equity capital of the Company. Voting rights
cannot be exercised in respect of shares on which any call or other
sums presently payable have not been paid.
On winding up of the company, the holders of equity shares will be
entitled to receive the residual assets of the company, remaining after
distribution of all preferential amounts in proportion to the number of
equity shares held.
a) Provision for liquidated damages
Liquidated damages are provided based on contractual terms when the
delivery/commissioning dates of an individual project have exceeded or
are likely to exceed the delivery/commissioning dates and/or on the
deviation in contractual performance as per the res- pective contracts.
This expenditure is expected to be incurred over the respective
contractual terms up to closure of the contract (including warranty
period).
Estimated amount of Liquidated Damages (LD) for the Project Enginee-
ring Division are reduced from contract revenue on all ongoing
contracts.
Such LDs were recorded as a charge to the Statement of Profit and Loss
till year ended 31 December 2010. Accordingly provision for LD on such
contracts were reversed and recorded as prior period adjustments under
"liabilities written-back" with appropriate adjustment to "gross sales"
and "billing in excess over cost and profit" in the previous year
aggregating to Rs. 125.04 million.
LD aggregating to Rs. 157.46 million were not reduced from contract
revenue on certain contracts since no corresponding contract revenue
were recognised from those projects in the current and previous year.
b) Provision for warranties
Warranty costs are provided based on a technical estimate of the costs
required to be incurred for repairs, replacement, material cost,
servicing and past experience in respect of warranty costs. It is
expected that this expenditure will be incurred over the contractual
warranty period.
c) Provision for contingencies
Provision is towards known contractual obligation, litigation cases and
pending assessments in respect of taxes, duties and other levies in
res- pect of which management believes that there are present
obligations and the settlement of such obligations are expected to
result in outflow of resources, to the extent provided for.
d) Provision for dismantling costs
Provision is towards estimated cost to be incurred on dismantling of
plants at the customers'' site upon expiry of the tenure of the con-
tractual agreement with the customer. Such cost has been capitalised
under plant and machinery.
1. Interest in joint venture
a) The Company does not have a subsidiary and is not required to pre-
sent consolidated financial statements under Accounting Standard 21 -
"Consolidated Financial Statements" prescribed by the Companies
(Accounting Standards) Rules, 2006 (as amended). Interest in Joint-
venture has been accounted for as a long term investment in these
financial statements. The details as per Accounting Standard 27 -
"Financial Reporting of Interest in Joint Ventures" as prescribed by
the Companies (Accounting Standards) Rules, 2006 (as amended) are
disclosed regarding the assets, liabilities, income and expenses of the
joint venture company as additional information to the users of the
financial statements.
b) Company''s transactions with Bellary oxygen limited, being a related
party, during the year ended 31 December 2012 are disclosed in note 44
below.
2. Estimated capital commitments (net of advance) not provided for
Rs. 3,647.89 million (previous year Rs. 536.24 million).
3. Contingent liabilities not provided for
Year ended Year ended
in rupees million 31 Dec.2012 31 Dec.2011
a) Excise duty & service tax matters* 38.03 37.92
b) Other excise matters** - -
c) Sales tax matters* 54.14 31.93
d) Guarantee given by the Company 184.81 308.02
e) Sales tax liability transferred to
a beneficiary*** 27.60 27.60
f) Bills discounted 56.41 11.65
g) Other claims 21.69 19.65
* Excludes disputed matters in view of favourable appellate decisions
on similar issues.
" Cryogenic vessels for gases were cleared from one factory for
captive installation to the other factory of the Company. The Company
is contesting the Department''s allegation that the assessable value of
such inter unit transfer was not calculated as per the principles of
Cost Accounting Standards-4 (CA5-4). As per the view of the management
based on the facts of the case and document available, the liability
would not devolve on the Company.
Pursuant to an approved scheme of Government of Maharashtra, certain
Sales Tax Liabilities of the Company had been transferred to an
eligible beneficiary, at a discount, for which a bank guarantee had
been pro- vided by the beneficiary to ensure timely payment to the
concerned authorities.
Notes:
a) The expected rate of return on plan assets is based on the current
portfolio of assets, investment strategy and market scenario. In order
to protect capital and optimise returns within acceptable risk
parameters, the plan assets are well diversified.
b) The pension expenses and gratuity expenses have been recognised in
"Provident fund and employee benefit expenses" under note 26.
c) The estimates of future salary increases, considered in actuarial
valuations take account of inflation, seniority, promotion and other
relevant factors such as supply and demand factors in the employment
market.
a) Certain plant and machineries have been made available by the
Company to the customers under a finance lease arrangement. Such assets
given under a finance lease arrangement have been recognised, at the
inception of the lease, as a receivable at an amount equal to the net
investment in the lease. The finance income arising from the lease is
being allocated based on a pattern reflecting constant periodic return
on the net investment in the lease.
b) Details with respect to the above leased asset under finance lease
arrangements in accordance with Accounting Standard 19 - "Leases" as
prescribed by the Companies (accounting standards) Rules, 2006 (as
amended).
Company has taken various residential and office premises under
operating lease or leave and license agreements. These agreements are
for a period of 11 months to 3 years, cancelable during the life of the
contract at the option of both the parties and do not contain
stipulation for increase in lease rent- als. Minimum lease payment
charged during the year to the Statement of Profit and Loss aggregated
to Rs. 67.15 million (previous year Rs. 51.29 million).
4. a) Provision for taxation has been recognised with reference to the
tax- able profit for the year ended 31 December 2012 in accordance with
the provision of the Income Tax Act, 1961. The ultimate tax liability
for the assessment year 2013-2014 will be determined on the basis of
total income for the year ending on 31 March 2013.
b) The Company has established a comprehensive system of mainte- nance
of information and documents as required by the transfer pric- ing
legislation under Section 92-92F of the Income Tax Act, 1961. Since
the law requires the existence of such information and docu- mentation
to be contemporaneous in nature, the Company is in the process of
updating the documentation of the international transac- tions entered
into with the associated enterprises during the assess- ment year and
expects such records to be in existence latest by due date as required
under law. The management is of the opinion that its international
transaction are at arm''s length so that the aforesaid leg- islation
will not have any impact on the financial statements, particu- larly on
the amount of tax expense and that of provision for taxation.
c) During the year the company has recognised Rs. 211.88 million as MAT
credit entitlement and the same has been carried forward having regard
to the trend of profitability and future projections. Management is of
the opinion that the company will pay normal income tax during the
period for which the MAT credit can be carried forward for setoff
against the normal Tax liability.
As explained in note 1 (o) above, the Company has designated the
following derivative contracts with banks:
a) Principal and interest swap as hedges of foreign currency borrowing
facilities aggregating EUR 115.60 million (previousyear EUR 122.00
million) equivalent to Rs. 8,389.57 million (previous year Rs. 8,380.30
million) available to the Company at variable interest rates based on
LIBOR. The principaland interest rate swap aggregating to Rs. 4,209.30
million (previous year Rs. 3,984.08 million) and Rs. 4,180.27 million
(previous year Rs. 4,396.22 million) will mature in the year 2016 and
2017 respectively, based on the remaining period as of the balance
sheet date.
b) Interest swaps as hedge of floating interest rate to fixed interest
on a term loan of Rs. 1,000.00 million (previous year Rs. Nil). The
interest swap will mature in the year 2014 based on the remaining
period as of the balance sheet date.
c) Further the Company has entered into certain firm commitments for
purchase of EUR 33,693 thousands (previous year EUR 3,977 thousands)
and USD 1,010 thousands (previous year USD Nil) and sale of USD 6,557
thousands (previous year USD 3,575 thousands).
The foreign exchange forward contracts mature between 1 -24 months.
The following table analysis of the derivative financial instruments
into rel- evant maturity groupings based on the remaining period of the
balance sheet date:
Rs. 659.27 million (net of deferred tax Rs. 316.63 million) [previous
year Rs. 386.27 million (net of deferred tax Rs. 185.52 million)] being
the trans- lation loss on foreign currency borrowings drawn down till
the year-end and Rs. 648.37 million (net of deferred tax Rs. 311.40
million) [previous year Rs. 397.22 mill lion (net of deferred tax Rs.
190.78 million)] being the portion of gain arising from changes in fair
values of the swap contracts referred to in point a) above that are
determined to be effective hedge of the afore- said foreign currency
borrowing facilities at variable interest and the related hedged
transaction expected to occur in future have been recognized in
translation and hedging reserve in shareholders'' funds.
Rs. 9.75 million (net of deferred tax Rs. 4.69 million) (previous year
Rs. Nil) being the portion of loss arising from changes in fair values
of the swap con- tracts referred in point b) above that are determined
to be effective hedge of the aforesaid floating interest rate
facilities and the related hedged trans- action expected to occur in
future have been recognized in translation and hedging reserve in
shareholders'' funds.
Further, the translation gain on the forward covers for firm
commitments which are determined to be effective hedge of foreign
currency payables and receivables referred in point c) above
aggregating to Rs. 13.32 million (net of deferred tax Rs. 6.40 million)
[previous year Rs. 8.57 million (net of deferred tax Rs. 4.12 million)]
has been recognised in translation & hedging reserve in shareholders''
funds.
B. Hedged transaction aggregating of Rs. 148.99 million (equivalent to
EUR 2.15 million) [previous year Rs. Nil (equivalent EUR Nil) which is
no longer expected to occur, the net cumulative loss recognized in
shareholders'' funds is now transferred to the Statement of Profit and
Loss for the year aggregating to Rs. 8.14 million (previous year Rs.
Nil).
5. During the year, the Company has sold factory land situated at
Vizag and Bangalore and a profit of Rs. 718.62 million arising from
sale of such land has been shown as exceptional item.
6. Segment information in accordance with Accounting Standard 17
prescribed by the Companies (Accounting Standards) Rule, 2006 (as
amended).
a) Determination of segment information is based on the organisational
and management structure of the Company and its internal financial
report- ing system. The Company business segments namely "Gases and
Related Products" and "Project Engineering" have been considered as
primary segments for reporting format. Segment revenue, results, assets
and lia- bilities include the respective amounts that are directly
attributable to or can be allocated on a reasonable basis to each of
the segments. Rev- enue, expenses, assets and liabilities which relate
to the enterprise as a whole and are neither attributable to nor can be
allocated on a reason- able basis to each of the segments, have been
disclosed as unallocable.
b) The Company operates predominantly within the geographical limits of
India, accordingly secondary segments have not been considered.
c) Inter-segment revenue has been recognised at cost.
Information in accordance with the requirements of Accounting Standard
18 on Related Party Disclosures prescribed by the Companies (Accounting
Standards) Rules, 2006 (as amended).
A. List of related parties
a) Ultimate Holding Company (entity having control over the Company)
Linde AG, Germany
b) Holding Company (entity having control over the Company)
The BOC Group Limited, United Kingdom (Wholly owned Subsidiary of Linde
AG)
c) Fellow subsidiaries and Joint Venture with whom transactions have
taken place during the year:
d) Key Management Personnel of the Company
Mr S Menon, Managing Director
Dividend warrants of certain non-resident shareholders send to their
bankers in India have been excluded.
7. Expenses are net of reimbursement received aggregating Rs. 59.60
million (previous year Rs. 53.21 million).
Dec 31, 2010
(i) Interest in Joint Venture
A) The Company does not have a subsidiary and is not required to
present consolidated financial statements under Accounting Standard 21
"Consolidated Financial Statements" prescribed by the Companies
(Accounting Standards) Rules, 2006 (as amended). Interest in
Joint-venture has been accounted for as a long term investment in these
financial statements. The details as per Accounting Standard 27
"Financial Reporting of Interest in Joint Ventures" as prescribed by
the Companies (Accounting Standards) Rules, 2006 (as amended) are
disclosed regarding the assets, liabilities, income and expenses of the
joint venture company as additional information to the users of the
financial statements.
b) Estimated Capital commitments (net of advance) not provided for Rs.
Nil (Previous year Rs Nil)
c) Contingent Liabilities not provided for Rs Nil (Previous year Rs
Nil)
d) Companys transactions with Belloxy, being a related party, during
the year ended 31 December 2010 are disclosed in Note (xxiv) below.
(ii) Contingent Liabilities not provided for:
Year ended Year ended
31 Dec 2010 31 Dec 2009
a) Excise Duty matters* 32,087 41,339
b) Other Excise matters*** Ã Ã
c) Sales Tax matters* 35,907 54,862
d) Guarantees given by the Company 420,821 594,669
e) Sales Tax Liability transferred
to a beneficiary ** 27,600 27,600
f) Bills Discounted 12,310 3,834
g) Other claims 22,636 25,875
*Excludes disputed matters in view of favourable appellate decisions on
similar issues.
** Pursuant to an approved scheme of Government of Maharashtra, certain
Sales Tax Liabilities of the Company has been transferred to an
eligible beneficiary, at a discount, for which a bank guarantee had
been provided by the beneficiary to ensure timely payment to the
concerned authorities.
*** The Company had cleared cryogenic vessels for gases from one
factory to the other used for captive consumption. The department
alleged that the assessable value of such inter unit transfer was not
calculated as per the principles of Cost Accounting Standards-4
(CAS-4). The Company is of the view that based on the facts of the
cases and documents available with the Company, the liability would not
devolve on the Company.
(iii) There are no Micro and Small Enterprises, to whom the Company owes
dues, that are outstanding for more than 45 days as at 31 December,
2010. This information as required to be disclosed under the Micro,
Small and Medium Enterprises Development Act, 2006 has been determined
to the extent such parties have been identified on the basis of
confirmations received from vendors, suppliers, etc in response to
intimation in this regard sent by the Company to such parties.
(vii) Loans and Advances recoverable in cash or in kind or for value to
be received (Schedule 11) include:-
(a) Rs. 1,099 (Previous Year Rs. 1,045) being interest free loans (car
loan, furniture loan and education loan) to various employees which are
recovered from their remuneration in accordance with relevant repayment
schedule contained in the relevant schemes/specific approvals.
(b) The above includes Rs Nil (Previous Year Rs. Nil) due from an
Officer of the Company; [Maximum amount due during the year Rs Nil
(Previous Year Rs.23)].
(c) Rs 250,000 (Previous Year Rs. 250,000) being long term advance to
Joint Venture Company [Also refer note (xxiv) below] for purchase of
gases in future.
(iv) Prepaid expenses in Schedule 10 include: Rs. 10,540 (Previous
Year Rs. 11,880) towards rent adjustable over a period of 20 years from
April 1998.
(v) a) Certain plant and machineries have been made available by the
Company to the customers under a finance lease arrangement. Such assets
given under a finance lease arrangement have been recognised, at the
inception of the lease, as a receivable at an amount equal to the net
investment in the lease. The finance income arising from the lease is
being allocated based on a pattern reflecting constant periodic return
on the net investment in the lease.
b) Details with respect to the above leased asset under finance lease
arrangements in accordance with Accounting Standard 19 -Leases as
prescribed by the Companies (Accounting Standards) Rules, 2006 (as
amended).
(vi) The Company has taken various residential and office premises
under operating lease or leave and license agreements. These agreements
are for a period of 11 months to 3 years, cancelable during the life of
the contract at the option of both the parties and do not contain
stipulation for increase in lease rentals. Minimum lease payment
charged during the year to the profit and loss account aggregated to
Rs. 20,250 (Previous Year Rs. 21,088).
(a) Provision for Liquidated damages
Liquidated damages are provided based on contractual terms when the
delivery / commissioning dates of an individual project have exceeded
or are likely to exceed the delivery / commissioning dates and / or on
the deviation in contractual performance as per the respective
contracts. This expenditure is expected to be incurred over the
respective contractual terms upto closure of the contract (including
warranty period).
(b) Provision for warranty
Warranty costs are provided based on a technical estimate of the costs
required to be incurred for repairs, replacement, material cost,
servicing and past experience in respect of warranty costs. It is
expected that this expenditure will be incurred over the contractual
warranty period.
(c) Provision for Contingencies
Provision is towards known contractual obligation, litigation cases and
pending assessments in respect of taxes, duties and other levies in
respect of which management believes that there are present obligations
and the settlement of such obligations are expected to result in
outflow of resources, to the extent provided for.
(vii) Information in accordance with the requirements of the Revised
Accounting Standard 7 on Construction Contracts as prescribed by the
Companies (Accounting Standards) Rules, 2006 (as amended).
(viii) Provision for taxation has been recognised with reference to the
taxable profit for the year ended 31 December 2010 in accordance with
the provision of the Income tax Act, 1961. The ultimate tax liability
for the assessment year 2011 -2012 will be determined on the basis of
total income for the year ending on 31 March 2011.
(ix) The Company has established a comprehensive system of maintenance
of information and documents as required by the transfer pricing
legislation under Sections 92-92F of the Income-tax Act, 1961. The
management is of the opinion that its international transactions are at
arms length so that the aforesaid legislation will not have any impact
on the financial statements, particularly on the amount of tax expense
and that of provision for taxation.
(x) As explained in note (i) (m) above, the Company has designated
principal and interest swap contracts with a bank as hedges of foreign
currency borrowing facilities aggregating Euro 122,000 thousand
(Previous Year Euro 58,000 thousand) equivalent to Rs 7,808,967
(Previous Year Rs. 3,857,607) available to the Company at variable
interest rates based on LIBOR.
Rs. 244,611 (net of deferred tax Rs.121,683) [Previous Year Rs 1,476]
being the translation gain on foreign currency borrowings drawn down
till the year-end and Rs. 472,834 (net of deferred tax Rs.235,214)
[Previous Year Rs 54,094 (net of deferred tax 27,095)] being the
portion of loss arising from changes in fair values of the aforesaid
swap contracts that are determined to be effective hedge of the
aforesaid foreign currency borrowing facilities at variable interest
and the related hedged transaction expected to occur in future have
been recognized in Translation and Hedging Reserve in Shareholders
Funds. The loss so recognized in the Translation and Hedging Reserve
will be transferred to the Profit and Loss Account on occurrence of the
hedged transaction.
Further ,the translation loss on the forward covers for firm
commitments which are determined to be effective hedge of foreign
currency payables aggregating to Rs. 153,624 (net of deferred tax Rs
76,421) [Previous Year Rs 111,461 (net of deferred tax Rs. 57,394)] has
been recognised in Translation & Hedging Reserve in Shareholders
Funds. The loss so recognised in translation/hedging reserve would be
transferred to profit and loss account upon occurrence of the hedged
transaction.
(xi) Segment information in accordance with Accounting Standard 17
prescribed by the Companies (Accounting Standards) Rule,2006 (as
amended).
a) Determination of segment information is based on the organisational
and management structure of the Company and its internal financial
reporting system. The Company business segments namely Gases and
Related Products and Project Engineering have been considered as
primary segments for reporting format. Segment revenue, results, assets
and liabilities include the respective amounts that are directly
attributable to or can be allocated on a reasonable basis to each of
the segments. Revenue, expenses, assets and liabilities which relate to
the enterprise as a whole and are neither attributable to nor can be
allocated on a reasonable basis to each of the segments, have been
disclosed as unallocable.
b) The Company operates predominantly within the geographical limits of
India, accordingly secondary segments have not been considered.
c) Inter-segment revenue has been recognised at cost.
(xii) Information in accordance with the requirements of Accounting
Standard 18 on Related Party Disclosures issued by the Companies
(Accounting Standards) Rules,2006 (as amended). A) List of Related
Parties
i) Ultimate Holding Company (entity having control over the Company)
LindeAG ii) Holding Company (entity having control over the Company)
The BOC Group Limited (Wholly owned Subsidiary of Linde AG)
iii) Fellow Subsidiaries and Joint Venture with whom transactions have
taken place during the year (a) Located outside India
Fellow Subsidiary Country
BOC Bangladesh Limited Bangladesh
Chemogas NV Belgium
BOC (China) Holdings Company Limited China
Linde Electronics & Speciality Gases
(Suzhou) Company Limited China
Linde Gas (Ningbo) Limited China
Linde CryoPlants Limited England
Cryostar SAS France
Hong Kong Oxygen & Acetyene Company Limited Hong Kong
Linde Gas Hungary Company Limited Hungary
Linde Japan Limited (earlier named as
Linde Electronics Gas Japan
Limited) Japan
BOC Kenya Limited Kenya
MOX-Linde Gases Sdn Bhd (formerly
known as MOX Gases Sdn Bhd) Malaysia
Malaysian Oxygen Berhad Malaysia
Linde Philippines Inc (formerly
known as Consolidated Industrial Gases
Inc) Philippines
Linde Gas Singapore Pte Limited Singapore
Linde Gas Asia Pte Limited Singapore
African Oxygen Limited (Afrox) South Africa
Linde Electronics South Africa (Pty) Limited South Africa
Cryo Aktiebolag Sweden
BOC Lienhwa Industrial Gases Company Limited Taiwan
Thai Industrial Gases Public Company Limited Thailand
BOC Process System United Kingdom
BOC Limited United Kingdom
Linde Global Helium (A division
of Linde Gas North America, L.L.C)
United States
of America
Linde North America, Inc. United States
of America
Linde Gas North America LLC E&S Gas United States
fsof America
(b) Located in India Fellow Subsidiary
Linde Global Support Services Private Limited
Linde Engineering Private Limited
Joint Venture
Bellary Oxygen Company Private Limited
iv) Key Management Personnel of the Company
Mr S Menon, Managing Director
Late K Roy, Finance Director (till 1st August 2010)
(xiii) Expenses are net of reimbursements received aggregating Rs.
39,959 (Previous Year Rs. 164,470) (xxxvi) Previous years figures have
been rearranged/ regrouped where considered necessary to conform to
current years presentation. Significant regroupings in the current
year includes the reclassification of Provision for liquidated damages
and Provisions for warranties from Current Liabilities to
Provisions in the Balance Sheet to facilitate an appropriate
comparison and disclosures thereof in the books of accounts. There is
however, no impact on Profit.
Dec 31, 2009
(i) Interest in Joint Venture
a) The Company does not have a subsidiary and is not required to
present consolidated financial statements under Accountins Standard 21
- "Consolidated Financial Statements" prescribed by the Companies
(Accountins Standards) Rules, 2006. Accordinsly the Company is not
required under Accountins Standard 27 - "Financial Reporting of
Interest in Joint Ventures" as prescribed by the Companies (Accountins
Standards) Rules, 2006 to consolidate its share of assets, liabilities,
income and expenses in Joint Venture Company. Such interest has been
accounted for as a Ions term investment in these financial statements.
The details resardins the assets, liabilities, income and expenses of
the joint venture company is being provided below as additional
information to the users of the financial statements.
b) Companys transactions with Belloxy, being a related party, during
the year ended 31 December 2009 are disclosed in Note (xxiv) below.
(ii) Estimated Capital commitments (net of advance) not provided for
Rs. 939,240 (Previous year - Rs. 2,588,786).
(iii) Contingent Liabilities:
Claims against the Company in respect of taxes, duties etc. not
acknowledged as debts are estimated as below.-
Year ended Year ended
31 Dec 2009 31 Dec 2008
a) Excise Duty matters * 41,339 65,860
b) Other Excise matters*** - -
c) Sales Tax matters * 54,862 46,432
d) Guarantees given by the
Company 594,669 11,400
e) Other guarantees - 5,122
f) Sales Tax Liability transferred
to a beneficiary** 27,600 27,600
g) Bills Discounted 3,834 14,030
h) Other claims 25,875 11,476
* Excludes disputed matters in view of favourable appellate decisions
on similar issues.
** Pursuant to an approved scheme of Government of Maharashtra, certain
Sales Tax Liabilities of the Company has been transferred to an
eligible beneficiary, at a discount, for which a bank guarantee had
been provided by the beneficiary to ensure timely payment to the
concerned authorities.
*** The Company had cleared cryogenic vessels for gases from one
factory to the other used for captive consumption. The department
alleged that the assessable value of such inter unit transfer was not
calculated as per the principles of Cost Accounting Standards-4
(CAS-4). The CESTAT has set aside the matter in the current year and
has remanded the cases for fresh decision on the question of valuation
as per CAS-4 to original authority. The Company is of the view that
based on the facts of the cases and documents available with the
Company, the liability would not devolve on the Company.
(iv) There are no Micro and Small Enterprises, to whom the Company owes
dues, that are outstanding for more than 45 days as at 31 December,
2009. This information as required to be disclosed under the Micro,
Small and Medium Enterprises Development Act, 2006 has been determined
to the extent such parties have been identified on the basis of
confirmations received from vendors, suppliers, etc in response to
intimation in this regard sent by the Company to such parties.
(v) Loans and Advances recoverable in cash or in kind or for value to
be received (Schedule 11) include:-
(a) Rs. 1,045 (Previous Year Rs. 1,077) being interest free loans (car
loan, furniture loan and education loan) to various employees which are
being recovered from their remuneration in accordance with repayment
schedule contained in the relevant schemes/specific approvals.
(b) The above includes Rs Nil (Previous Year Rs. 23) due from an
Officer of the Company; [Maximum amount due during the year Rs 23
(Previous Year Rs.63)].
(c) Rs 250,000 (Previous Year Rs. 250,000) being long term advance to
Joint Venture company [Also refer note (xxiv) below] for purchase of
gases in future.
(vi) Prepaid expenses in Schedule 10 include.- Rs. 11,880 (Previous
Year Rs. 13,320) towards rent adjustable over a period of 20 years from
April 1998.
(vii) a) Durins the year, certain plant and machinery have been made
available by the Company to a customer under a finance lease
arransement. Such assets siven under a finance lease arransement have
been recognised, at the inception of the lease, as a receivable at an
amount eo;ual to the net investment in the lease. Gain of Rs. 35,497
being the excess of net investment in the lease over the aggregate of
written down value of leased assets Rs. 112,242, has been recognised as
an exceptional item in these financial statements. The finance income
arising from the lease is being allocated based on a pattern reflecting
constant periodic return on the net investment in the lease. The lease
arrangement is for a period of 15 years which may be extended for such
further period and on such terms and conditions as the parties may
mutually agree.
(viii) The Company has taken various residential and office premises
under operating lease or leave and license agreements. These agreements
are for a period of 11 months to 3 years, cancelable during the life of
the contract at the option of both the parties and does not contain
stipulation for increase in lease rentals. Minimum lease payment
charged during the year to the profit and loss account aggregated to
Rs. 21,088 (Previous Year Rs. 24,432).
(ix) Provision for Contingencies
(a) Excise and sales tax cases relate to those that are pending before
various adjudicating Authorities for a considerable period of time and
where based on decision in similar cases / counsels opinion,
management believes that there are present obligations and the
settlement of such obligations are expected to result in outflow of
resources, to the extent provided for.
(b) Other provisions are towards various legal cases pending against
the Company and contractual obligation in respect of which management
believes that there are present obligations and the settlement of such
obligations are expected to result in outflow of resources, to the
extent provided for.
(x) Provision for tax has been recosnised with reference to the
taxable profit for the year ended 31 December 2009 in accordance with
the provision of the Income tax Act, 1961. The ultimate tax liability
for the assessment year 2010-2011 will be determined on the basis of
taxable income for the year endins on 31 March 2010.
(xi) The Company has established a comprehensive system of maintenance
of information and documents as required by the transfer pricins
lesislation under Sections 92-92F of the Income-tax Act, 1961. The
manasement is of the opinion that its international transactions are at
arms lensth so that the aforesaid legislation will not have any impact
on the financial statements, particularly on the amount of tax expense
and that of provision for taxation.
(xii) As explained in note (i) (m) above, the Company has designated
principal and interest swap contracts with a bank as hedges of foreign
currency borrowing facilities aggregating Euro 58 million (equivalent
to Rs. 3,857,607) available to the Company at variable interest rates
based on LIBOR.
Rs. 1,476 being the translation gain on foreign currency borrowings
drawn down till the year-end and Rs. 54,094 (net of deferred tax Rs.
27,095) being the portion of loss arising from changes in fair values
of the aforesaid swap contracts that are determined to be effective
hedge of the aforesaid foreign currency borrowing facilities at
variable interest and the related hedged transaction expected to occur
in future have been recognized in Translation and Hedging Reserve in
Shareholders Funds. The loss so recognized in the Translation and
Hedging Reserve will be transferred to the Profit and Loss Account on
occurrence of the hedged transaction.
Further ,the translation loss on the forward covers for firm
commitments which are determined to be effective hedge of foreign
currency payables aggregating to Rs. 111,461 (net of deferred tax Rs.
57,394) for the year ended 31 December 2009 has been recognised in
translation & hedging reserve in shareholders funds. The loss so
recognised in translation/ hedging reserve would be transferred to
profit and loss account upon occurrence of the hedged transaction.
Had the Company continued to recognize loss arising from changes in
fair values of the aforesaid swap/forward contracts and loss arising
from year-end translation of foreign currency borrowings drawn down in
accordance with Accounting Standard 11 - "The effects of Changes in
Foreign Exchange Rates" prescribed by the Companies (Accounting
Standard) Rules 2006 and notification issued by the Institute of
Chartered Accountants of India on 29 March 2008 respectively, loss on
foreign exchange fluctuations during the year would have been higher by
Rs. 248,568 and profit after tax would have been lower by Rs. 164,079.
(xiii) Segment information in accordance with Accounting Standard 17
prescribed by the Companies ( Accounting Standards) Rule,2006.
a) Determination of segment information is based on the organisational
and management structure of the Company and its internal financial
reporting system. The Company business segments namely Gases and
Related Products and Project Engineering have been considered as
primary segments for reporting format. Segment revenue, results, assets
and liabilities include the respective amounts that are directly
attributable to or can be allocated on a reasonable basis to each of
the segments. Revenue, expenses, assets and liabilities which relate to
the enterprise as a whole and are neither attributable to nor can be
allocated on a reasonable oasis to each of the segments, have been
disclosed as unallocable.
b) The Company operates predominantly within the geographical limits of
India, accordingly secondary segments have not been considered.
c) Inter-segment revenue has been recognised at cost.
(xiv) Information in accordance with the requirements of Accounting
Standard 18 on Related Party Disclosures as prescribed by the Companies
(Accounting Standards) Rules, 2006. A) List of Related Parties
i) Ultimate Holding Company (entity having control over the Company)
Linde AG
ii) Holding Company (entity having control over the Company)
The BOC Group Limited
(Wholly owned Subsidiary of Linde AG)
iii) Fellow Subsidiaries and Joint Venture with whom transactions have
taken place during the year
(a) Located outside India
Fellow Subsidiary Country
BOC Australia Pty Limited Australia
BOC Bangladesh Limited Bangladesh
Chemogas N.V Belgium
Linde Electronics & Speciality Gases (Suzhou) Company Limited China
Linde Gas (Ningbo) Ltd. China
BOC China Holdings Company Limited China
Cryostar Sas France
MAPAG Valves GmbH Germany
Hong Kong Oxygen & Acetylene Co Limited Hong Kong
Linde Gas Hungary Co. Limited Hungary
Linde Electronics Gases Japan Limited Japan
BOC Kenya Limited Kenya
Mox Gases Sdn Berhad Malaysia
Consolidated Industrial Gases Inc Philippines
Linde Gas Asia Pte Limited Singapore
Linde Gas Singapore Pte. Limited Singapore
Afrox South Africa
Linde Electronics South Africa (Pty) Limited South Africa
Aga-Cryo Ab Sweden
Thai Industrial Gases Public Co Limited Thailand
BOC Limited United Kingdom
Linde Cryoplants United Kingdom
BOC Process System United Kingdom
BOC Gases, US United States of America
BOC Inc. United States of America
Spectra Gases, Inc. United States of America
Linde BOC Process Plants Lie United States of America
Linde Electronics Limited United States of America
(b) Located in India Fellow Subsidiary
Linde Global Support Services Private Limited Linde Process Technology
India Private Limited Linde Engineering Private Limited
Joint Venture
Bellary Oxygen Company Private Limited
iv) Key Management Personnel of the Company
S Menon, Managing Director (with effect from 23 October 2008) K Roy,
Finance Director (with effect from 23 February 2009) E R Raj Narayanan,
Managing Director (till 30 April 2008)
(xv) Expenses are net of reimbursements received asgresatins Rs.
164,470 (Previous Year Rs. 129^030)
(xvi) Previous years figures have been rearranged/ regrouped where
considered necessary to conform to current years presentation.
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