Havells India Ltd-15
Havells India Ltd-15
Havells India Ltd-15
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NOTICE
NOTICE is hereby given that the Thirty Second Annual General
Meeting of Havells India Limited will be held on 13th July, 2015,
Monday at 10.00 am at Sri Sathya Sai International Centre,
Pragati Vihar, Lodhi Road, New Delhi 110 003 to transact the
following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance
Sheet of the Company as at 31st March, 2015, the Profit
and Loss Account of the Company for the year ended
on that date, and the Reports of the Auditors and Directors
thereon.
3 (Three) years with effect from the date of this Annual General
Meeting upto the conclusion of Annual General Meeting of
the Company to be held in the calendar year 2018.
7. To consider and if thought fit, to pass with or without
modification(s), the following resolution as an ORDINARY
RESOLUTION:
SPECIAL BUSINESS
6. To consider and if thought fit, to pass with or without
modification(s), the following resolution as an ORDINARY
RESOLUTION:
1
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Period
2.
Remuneration
Salary
2015
to
Period
2. Remuneration*
Salary
2
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Category C
The Company shall provide a car with chauffer and
telephone at the residence. Provisions of the car for use
in Companys business and telephone at residence will not
be considered as perquisites. Personal long distance calls
and use of car for private purpose shall be billed by the
Company.
Other allowances, benefits and perquisites admissible as
per Rules of the Company, from time to time.
1. Period
2. Remuneration
Salary
b) ESOP/ ESPS :
As per policies and rules of the Company.
c) Bonus:
As per policies and rules of the Company.
d) Club Fees :
Fees of clubs subject to a maximum of two clubs,
admission and life membership fees not being allowed.
e) Personal Accident Insurance/ Term Life Insurance :
Premium not exceeding ` 25,000/- p.a.
Category B
a)
Companys contribution towards Provident Fund,
Superannuation Fund.
b) Gratuity payable shall not exceed one and a half months
salary for each completed year of service.
c) Leave Entitlement: As per Companys Policy.
Category C
The Company shall provide a car with chauffer and telephone
at the residence. Provisions of the car for use in Companys
business and telephone at residence will not be considered
as perquisites. Personal long distance calls and use of car
for private purpose shall be billed by the Company.
Other allowances, benefits and perquisites admissible as
per Rules of the Company, from time to time.
RESOLVED FURTHER THAT the Board of Directors of the
Company and/ or any Committee thereof be and is hereby
authorised to alter or vary any or all of the terms, conditions and/
or to increase the remuneration of Shri Rajesh Gupta as approved
subject to a maximum monthly basic salary of ` 30,00,000/- and
perquisites including the monetary value thereof within the limits
specified in Schedule V to the Companies Act, 2013, without any
further reference to the Company in General Meeting.
RESOLVED FURTHER THAT for the purpose of giving effect to
the foregoing Resolution, Shri Sanjay Gupta, Company Secretary
of the Company be and is hereby authorised to do all such acts,
deeds, matters and things, as may be considered necessary,
proper or desirable in the said regard including filing of returns
with any authority.
13. To consider and if thought fit, to pass with or without
modification(s), the following resolution as an ORDINARY
RESOLUTION:
3
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4.
a)
b)
5.
ii)
iii)
iv) Members who have not opted for ECS facility earlier
are requested to fill up the enclosed mandate form
4
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17. The Board vide its Resolution passed on 11th May, 2015
has appointed Ms Balika Sharma, Practising Company
Secretary (Membership No. F4816, COP No. 3222), as
Scrutinizer for conducting the e-voting process in accordance
with the law and in a fair and transparent manner.
5
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19. If you are already registered with NSDL for e-voting then
you can use your existing User ID and password for casting
your vote.
20. You can update your mobile number and email Id in the user
profile details of the folio which may be used for sending
communication(s) regarding NSDL e-voting system in future.
21. In case of any queries, you may refer the Frequently Asked
Questions (FAQs) for shareholders and e-voting user manual
for Shareholders available at the downloads section of
www.evoting.nsdl.com.
22. All documents referred to in the accompanying Notice and
the Explanatory Statement shall be open for inspection
at the Registered Office of the Company during normal
business hours on any working day till the date of AGM.
By Order of the Board
For Havells India Limited
c.
d.
Click
on
g.
h.
i.
B.
Sanjay Gupta
Company Secretary
Noida, May 11, 2015
Registered Office:
1, Raj Narain Marg,
Civil Lines, Delhi 110 054
6
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7
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Except Shri Anil Rai Gupta and Smt. Vinod Gupta, no other
Director and Key Managerial Personnel of the Company and their
relatives is concerned or interested, financial or otherwise, in the
resolution set out at Item No. 11.
ITEM NO. 14
ITEM NO. 13
The Board, on the recommendation of the Audit Committee,
in its meeting held on 11th May, 2015 has approved the
appointment and remuneration of M/s. Sanjay Gupta &
Associates, Cost Accountants, (Registration No. 00212),
as the cost auditors of the Company to conduct the audit
of the cost records of the Company for the financial year
Sanjay Gupta
Company Secretary
Noida, May 11, 2015
Registered Office:
1, Raj Narain Marg,
Civil Lines, Delhi 110 054
8
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ANNEXURE
PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES, INFORMATION ABOUT THE
DIRECTORS PROPOSED TO BE RE-APPOINTED IS FURNISHED BELOW:
Name of
Director
Smt.
Pratima
Ram
Date of Birth
(No. of Equity
Shares held)
29th August,
1950
Qualification
(Relationship with
other Directors)
University of Virginia,
USA and Bangalore
University
(Nil)
(Not related with
any Director of the
Company)
Nature of Expertise
Name of Companies
in which he/she holds
Directorship
- Havells India Limited
- Nandan Denim Limited
- D
eccan Gold Mines
Limited
- Suzlon Energy Limited
Name of Committees of
the Companies of which
he/she holds Membership
Nandan Denim Limited
- Audit Committee
(Member)
Deccan Gold Mines Limited
- Audit Committee
(Member)
Shri T. V.
5th November,
Mohandas 1958
Pai
(Nil)
- SE Forge Limited
Shri
Puneet
Bhatia
- H
avells India Limited
- TPG Capital India
Private Limited
- Shriram Transport
Finance Company
Limited
- Flare Estate Private
Limited
- TPG Wholesale Private
Limited
- Shriram City Union
Finance Limited
- Shriram Properties
Private Limited
- Shriram Capital Limited
9
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Name of
Director
Nature of Expertise
Name of Companies
in which he/she holds
Directorship
- Janalakshmi Financial
Services Private Limited
- Vishal E-Commerce
Private Limited
- Manipal Health
Enterprises Private
Limited
th
- Havells India Limited
Shri Ameet Kumar Gupta has been working with
Shri
16 January,
BE (Electronics &
Ameet
Communication) DU, the QRG group for about 2 decades and actively
1972
- QRG Enterprises
Kumar
MBA (Marketing and involved in new business development activities
Limited
Gupta
Finance) from Wake along with Shri Anil Rai Gupta. In addition, he has
(15,66,160
- QRG Corporate
been accredited with new product introduction and
Equity Shares Forest University,
Services Limited
of ` 1/- each) North Carolina, USA development and also for setting up new plants
- QRG Central Hospital
and manufacturing facilities for the QRG group. His
& Research Centre
functions include spearheading new projects being
(Related with
Limited
under taken by the organisation.
Shri Surjit Gupta)
- QRG Medicare Limited
- Ajanta Mercantile
Limited
- Sylvania India Limited
- Sylvania Lighting
International B.V.,
Netherlands
- Flowil International
Lighting (Holding) B.V.,
Netherlands
- Havells Malta Limited,
Malta
- SLI Europe B.V.,
Netherlands
- Havells Holdings
Limited, Isle of Man
Shri Anil
20th April, 1969 BA (Eco), MBA
- Havells India Limited
New business development by forming new
Rai Gupta
alliances with foreign collaborators and/ or taking
(Marketing and
- QRG Enterprises
Finance) from Wake over other businesses within India. Supervising
(1,73,39,740
Limited
marketing and sales functions of Havells India
Equity Shares Forest University,
- QRG Corporate
of ` 1/- each) North Carolina, USA Limited.
Services Limited
- QRG Central Hospital
(Not related with
& Research Centre
any Director of the
Limited
Company)
- QRG Medicare Limited
- Janalakshmi Financial
Services Private Limited
- Ajanta Mercantile
Limited
- Sylvania India Limited
- Sylvania Lighting
International B.V.,
Netherlands
- Flowil International
Lighting (Holding) B.V.,
Netherlands
- Havells Netherlands
B.V., Netherlands
- Havells Netherlands
Holding B.V.,
Netherlands
- Havells Malta Limited,
Malta
- Havells Holdings
Limited, Isle of Man
- SLI Europe B.V.,
Netherlands
17th June,
Shri
Shri Rajesh Gupta is a Chartered Accountant
- Havells India Limited
Chartered
Rajesh
having rich experience in Finance and allied fields.
Accountant
1957
Gupta
He is serving the Company for more than 35 years.
(Not related with any
(12,27,995
Equity Shares Director of the
of ` 1/- each) Company)
10
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Name of Committees of
the Companies of which
he/she holds Membership
Shriram Capital Limited
- Audit Committee
(Member)
- Nomination and
Remuneration Committee
(Member)
QRG Enterprises Limited
- Corporate Social
Responsibility Committee
(Member)
QRG Medicare Limited
- Audit Committee
(Member)
Ajanta Mercantile Limited
- Audit Committee
(Member)
Physical Shares
In order to avail the ECS facility, we request you to provide us the requisite details in the form given overleaf and submit
the same to the Company at its Corporate Office at Havells India Limited, QRG Towers, 2D, Sector 126, Expressway,
Noida (UP) 201 304, before the dividend for the current financial year is paid to you. The information should be accurate
and complete in all respects and in order to prevent any incorrect particulars being entered, we request you to enclose
photocopy of a Cheque for verifying the accuracy of MICR Code No. and other particulars.
ii.
Demat Shares
Please note that as per the Stock Exchange directions, the Company will have to take note of the ECS or Bank Account
details furnished only by the Depositories, whenever such information is available. You are therefore requested to provide
such information only to your Depository Participant (DP), in case the shares are held in demat form.
We recommend and request you to avail of the ECS facility and in the alternative provide complete bank particulars for printing
on the dividend warrant.
Assuring you of our best services.
Thanking you.
Yours faithfully,
For Havells India Limited
Company Secretary
11
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To,
The Share Department
HAVELLS INDIA LIMITED
QRG Towers, 2D
Sector 126, Expressway
Noida (UP) 201 304
Date:
Dear Sir,
Sub : Payment of dividend (Electronic Clearing Service / Bank Particulars)
I wish to participate in the Electronic Clearing Services and give below the details of my bank account, to which you may
electronically credit the payment due to me against the reference folio number mentioned below:
1.
2.
E-mail Id
3.
6.
7.
8.
Account Type (Saving Bank A/c, Current A/c or Cash Credit A/c)
__________________________
___________________________
__________________________
__________________________
__________________________
__________________________
__________________________
__________________________
9. 9 digit code number of the Bank & Branch appearing on the MICR :
Cheque issued by the Bank. (Please attach photocopy of the accuracy
of the MICR Code Number)
__________________________
* I do not wish to opt for ECS facility and therefore request the following Bank Details to be incorporated on the dividend warrant.
Bank Name
:
__________________________
__________________________
__________________________
__________________________
(* Strike out which is not applicable)
I hereby declare that the particulars given above are correct and complete. I undertake to inform of any subsequent changes in
the above particulars. If the ECS payment transaction is delayed or not effected for any reasons I would not hold the Company
responsible.
____________________________________
Signature of the first named shareholder
Name __________________________________
Address __________________________________
Tel No. __________________________________
NOTE: In case of shares held in demat form, the above particulars for ECS facility/bank particulars have to be provided to your
Depository Participant (DP), quoting your Client ID No. to them.
12
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: L31900DL1983PLC016304
Registered office
Registered address
E-mail Id
DP ID
I/We, being the member(s) of ........................................................ shares of the above named company, hereby appoint
1. Name
: .......................................................................................................................................................
Address
: .......................................................................................................................................................
E-mail Id
.......................................................................................................................................................
Signature
2. Name
: .......................................................................................................................................................
Address
: .......................................................................................................................................................
E-mail Id
.......................................................................................................................................................
Signature
3. Name
: .......................................................................................................................................................
Address
: .......................................................................................................................................................
E-mail Id
Signature
.......................................................................................................................................................
: .......................................................................................................................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 32nd Annual General Meeting of the
Company, to be held on the 13th day of July, 2015 at 10.00 am at Sri Sathya Sai International Centre, Pragati Vihar, Lodhi Road,
New Delhi 110 003 and at any adjournment thereof in respect of such resolutions as are indicated below:
Ordinary Business
1.
Adoption of Annual Accounts of the Company as on March 31, 2015 (Ordinary Resolution)
2.
3. Re-appointment of Shri Anil Rai Gupta, retiring by rotation and being eligible, offering himself for re-appointment
(Ordinary Resolution)
4. Re-appointment of Shri Rajesh Gupta, retiring by rotation and being eligible, offering himself for re-appointment
(Ordinary Resolution)
13
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5.
Re-appointment of Statutory Auditors of the Company till the conclusion of the next Annual General Meeting (Ordinary
Resolution)
Special Business
6. Appointment of Smt. Pratima Ram, as an Independent Director in terms of the Companies Act, 2013. (Ordinary
Resolution)
7.
Appointment of Shri T. V. Mohandas Pai as a Director in terms of the Companies Act, 2013. (Ordinary Resolution)
8.
Appointment of Shri Puneet Bhatia as a Director in terms of the Companies Act, 2013. (Ordinary Resolution)
9.
Appointment of Shri Ameet Kumar Gupta, as a Director in terms of the Companies Act, 2013. (Ordinary Resolution)
10. Appointment of Shri Ameet Kumar Gupta, as a Whole-time Director in terms of the Companies Act, 2013. (Ordinary
Resolution)
11. Revision in the terms of remuneration of Shri Anil Rai Gupta, Chairman and Managing Director in terms of the Companies
Act, 2013. (Ordinary Resolution)
12. Re-appointment of Shri Rajesh Gupta, as the Whole-time Director (Finance) and Group CFO in terms of the Companies
Act, 2013. (Ordinary Resolution)
13. Ratification of the Remuneration to Cost Auditors in terms of the Companies Act, 2013. (Ordinary Resolution)
14. Amendment to Articles of Association of the Company in terms of the Companies Act, 2013. (Special Resolution)
: .
: .
Affix
Revenue
Stamp
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the Meeting.
14
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Date:
Dear Sir,
Sub : Updation of email address
Please register my email address for the purpose of sending Annual Report and other notices/documents in electronic mode:
Name
Email Id
Folio No. / Client Id
DP ID
:
:
:
:
_____________________________________
Signature of the First named Shareholder
Name:
Address:
Regd. Office : 1, Raj Narain Marg, Civil Lines, Delhi 110 054
Corp Office: QRG Towers, 2D, Sector 126, Expressway, Noida (UP) 201 304
Tel.: 0120-3331000, Fax: 0120-3332000, email: [email protected]
CIN: L31900DL1983PLC016304
ATTENDANCE SLIP FOR ATTENDING ANNUAL GENERAL MEETING
Regd. Folio No..
PASSWORD
15
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Thanking you.
Yours faithfully,
for Havells India Limited
(Sanjay Gupta)
Company Secretary
Making in
INDIA
Powering the
WORLD
Contents
Corporate
Information
01
02
04
About Us
10
Chairmans Letter
Directors Report
26
Management Discussion
& Analysis
67
Corporate Governance
Report
Standalone Financial
Statements
Consolidated
Financial Statements
Progress at a Glance
of Last 10 Years
80
101
145
200
Corporate
Information
Company Secretary
Sanjay Gupta
Auditors
S. R. Batliboi & Co. LLP
Chartered Accountants
Golf View Corporate Tower-B,
Sector - 42, Sector Road,
Gurgaon - 122 002 (Haryana)
V. R. Bansal & Associates
Chartered Accountants
B-11, Sector - 2,
Noida - 201 301 (U.P.)
Listed on
National Stock Exchange of India Limited
BSE Limited
Registered Office
1, Raj Narain Marg, Civil Lines,
Delhi - 110 054
Corporate Office
Bankers
Canara Bank
IDBI Bank Limited
Yes Bank Limited
Axis Bank Limited
Standard Chartered Bank
HSBC Bank Limited
HSBC Bank (Mauritius) Limited
ICICI Bank Limited
State Bank of India
The Board of
Directors
SURJIT GUPTA
RAJESH GUPTA
Non-Independent
Non-Executive Director
S. B. MATHUR
PUNEET BHATIA
Independent Director
Non-Independent
Non-Executive Director
02
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Business Review
Directors Report
S. K. TUTEJA
Independent Director
Management Discussion
and Analysis
A. P. GANDHI
Corporate Governance
Report
Financial Statements
V. K. CHOPRA
Independent Director
Independent Director
PRATIMA RAM
T. V. MOHANDAS PAI
Independent Director
Non-Independent
Non-Executive Director
03
04
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Business Review
Directors Report
Management Discussion
and Analysis
Corporate Governance
Report
Financial Statements
The journey of Havells manufacturing excellence spans nearly four decades, since the setting
up of our first manufacturing plant for Rewirable Switches and Changeover Switches back in
1976. Since then, we have come a long way. Our 11 manufacturing units in India and
8 international units underline our manufacturing strength across a range of premium and
high-quality products.
Each year, we
manufacture 11 lakhs
50 thousand kms of
domestic and industrial
cables which is almost
28 times the earths
circumference
Our switches
and switchgears
are not just
aesthetically pleasing,
they match global
standards
We
are the first
company to offer
5-star energy efficient
fans in the country.
We also have the
most green CFL in
the country
Our
domestic
appliances are a
refreshing discovery
in premium design,
unmatched functionality
and lifestyle
experience
05
Map Showing
Manufacturing
Facilities
Haarlem
New Haven
Tienen
Erlangen
St Etienne
Kairouan
Tunisia
San Jose
Bogota
Business Review
Directors Report
Management Discussion
and Analysis
Corporate Governance
Report
Financial Statements
China
Baddi
Haridwar
Alwar Sahibabad
Neemrana
Noida
Faridabad
Baddi
Haridwar
Alwar
Neemrana
Sahibabad
Noida
Faridabad
07
08
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Business Review
Directors Report
Management Discussion
and Analysis
Corporate Governance
Report
Financial Statements
09
Chairmans
Letter
Dear Shareholders,
Greetings from Havells!
The management
team at Havells
would continue to
be guided by QRGs
philosophy of simplicity,
transparency
and trust
10
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Business Review
Directors Report
Management Discussion
and Analysis
Corporate Governance
Report
Financial Statements
Your Company
serves Mid-Day Meal
55,000
Havells
grew by
to over
children everyday
across 656 schools
in Alwar district of
Rajasthan
11%
in FY 15
11
Brand
New
Results
Net
Revenue
5,239
(` in Crores)
4,720
4,225
3,616
2,882
FY 11
FY 12
FY 13
FY 14
FY 15
13.6%
13.3%
12.7%
699
11.7%
642
EBIDTA Margin
535
EBIDTA
(` in Crores)
459
337
FY 11
FY 12
FY 13
FY 14
12
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FY 15
Business Review
Management Discussion
and Analysis
Directors Report
Corporate Governance
Report
Financial Statements
12.3%
12.6%
646
595
10.8%
10.8%
PBT as % to
Net Revenue
10.3%
Profit Before
Tax (PBT)
457
(` in Crores)
374
310
FY 11
Return on Average
Capital Employed
(ROACE) & Return on
Average Equity
(ROAE) (%)
FY 12
FY 13
29%
29%
FY 14
FY 15
30%
29%
25%
ROACE
24%
ROAE
20%
FY 11
Dividend Per
Share (`), Earning
Per Share (`) and
Dividend Payout
Ratio (%)
Dividend payout
ratio = (Dividend
+ Dividend Tax)
/PAT
21%
21%
21%
FY 12
FY 13
FY 14
FY 15
49%
46%
31%
29%
7.45
7.67
15%
5.95
4.90
3.88
EPS-adjusted
for bonus
issue/split
2.50
Dividend per
share (`)
6.50
3.00
7.50
15.00
FY 11
FY 12
FY 13
FY 14
FY 15
13
A timeline of
excellence
Set up our own marketing
office in London through our
wholly owned subsidiary
company Havells U.K. Ltd.
operations in Delhi
1971 Bought Havells brand
1976 Set up the first manufacturing
Attained CE certificate
for CFL
2005
Lighting
2004 Set up manufacturing plant at
2006
14
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manufacturing plant in
Noida, U.P., with capacity of
6,00,000 kVAr per month
Acquired the Lighting
business of Frankfurt-based
company Sylvania, a global
leader in lighting business;
Companys turnover crossed
US$ 1 billion
Warburg Pincus, a global
private equity firm and one
of the largest investors in
India, invested US $110
million in Havells India Ltd.
Havells issued fresh shares to
Warburg Pincus, representing
approximately 11.2% of the
fully diluted share capital of
the company
QRG Group entered
healthcare business by
acquiring a majority stake
in Central Hospital and
Research Centre, Faridabad
2008 Setup of fully automatic
manufacturing at Haridwar
Set up worlds first new
generation CMH Lamp Plant
at Neemrana
Acquired 100% interest in
Standard Electricals
Entered Electrical Water
Heaters business
Launched Havells brand in
US & Mexico
2011 Set up of new Industrial
Switchgear Plant in
Sahibabad
Launched new range of
Control Gear Cosmic Star
series
Launched Domestic
Appliances
Investment of ` 50 crores in
Global Center for Research
and Innovation (CRI)
Change in Corporate
Brand identity
15
Imagine covering
the distance
between the earth
and the moon
three times? That
is the total length
of domestic and
industrial cables
produced by
Havells annually
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11,50,000
kms of cable
manufacturing
capacity
100
17
A future where
switchgears work
on robotics systems.
With Havells, its a
reality waiting to
happen!
21,254
sq. mtr.
18
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19
1,20,000
sq. ft.
Sahibabad plant
20
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Our fans, in fact, do more than just circulate air; they actually
speak aloud of our manufacturing capabilities in this product
segment, which encompasses some of the most appealing
23
24
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The Neemrana CFL plant, with its fully automated CFD &
CFT capsule manufacturing line, has an in-built mistake
proofing mechanism. The lighting and fixtures technology is
also globally benchmarked, with its international automated
machinery to deliver world-class products.
The Neemrana edge of our manufacturing extends to LEDs,
with Havells now manufacturing and exporting 500 varieties
of LED products. We also manufacture LED lamps at our
Noida plant, with its unique space-saving factory design and
advanced circuit board technology.
500
50
countries
25
Directors
Report
26
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To
The Members
Your Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the
accounts for theFinancial Yearended March 31st, 2015.
1.
FINANCIAL SUMMARY
The Boards Report is prepared based on the stand alone financial statements of the Company. The Companys financial
performance for the year under review alongwith previous years figures are given hereunder:
(` in Crores)
Particulars
Consolidated
2014-15
2013-14
8,569.43
8,185.80
50.46
41.25
711.59
783.74
Net Sales
Other Income
Operating Profit before Finance Costs, Depreciation,
Tax and Extraordinary items
Less: Depreciation and amortisation expenses
Finance Costs
Profit before Tax and Exceptional Expenses
Less: Exceptional Items
Less: Tax
Net Profit for the year
Add: Balance brought forward from previous year
Less: Adjustment related to transitional provision as
per Schedule II to the Companies Act, 2013
Add: Share of Profit transfer to minority
Profit available for appropriation
Appropriation of Profits
Transfer to General Reserve
Interim Dividend
Proposed Dividend
Dividend for previous year
Corporate Dividend Tax
Balance carried over to Balance Sheet
2.
Standalone
2014-15
2013-14
5,238.69
4,719.69
52.21
44.06
751.33
685.66
138.66
63.96
568.97
183.55
385.42
960.69
3.42
115.54
74.11
594.09
147.76
446.33
1,073.35
-
87.51
17.57
646.25
181.31
464.94
1,429.04
-
63.63
26.93
595.10
116.41
478.69
1,217.43
-
0.00
1,342.69
0.00
1,519.68
1,890.56
1,696.12
46.50
187.35
38.14
1,070.70
1,342.69
339.91
62.41
124.82
0.03
31.82
960.69
1,519.68
46.50
187.35
38.14
1,618.57
1,890.56
48.00
62.41
124.82
0.03
31.82
1,429.04
1,696.12
27
JOINT VENTURE
28
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4. RESERVES
5. DIVIDEND
6.
Financial Statements
7.
8.
Corporate Governance
Report
29
2.
3.
5.
6.
7.
30
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8.
9.
Financial Statements
Corporate Governance
Report
31
32
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d)
e)
f)
15. AUDITORS
1.
STATUTORY AUDITORS
COST AUDITORS
2.
Financial Statements
Corporate Governance
Report
33
3.
17.
PARTICULARS
OF
CONTRACTS
ARRANGEMENTS WITH RELATED PARTIES
OR
OR
SECRETARIAL AUDITORS
34
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35
Nirbhaya
CARE Ratings
ICRA Rating
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CRISIL Ratings
30. CERTIFICATIONS
Financial Statements
Corporate Governance
Report
EDUCATION
AND
37
37.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGEEARNINGS
AND OUTGO
38
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ANNEXURE 1
NOMINATION AND REMUNERATION POLICY OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
(approved by the Board of Directors in its Meeting held on 22nd December, 2014)
PRINCIPLE AND RATIONALE
GUIDING PRINCIPLES
a)
b)
39
Specific Criteria
-
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(i)
Financial Statements
41
ANNEXURE 2
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March, 2015
[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I.
CIN:
L31900DL1983PLC016304
ii)
Registration Date:
iii)
iv)
v)
Category
Public Company
Sub-Category
Contact
vi)
YES
vii)
MCS Limited*
Address
Contact
*During the year, the Board of Directors consented to appoint Link In time India Private Limited, having its registered office at C-13,
Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai 400078, as the new RTA (Registrars & Share Transfer Agents) of the
Company in place of MCS Limited, the Companys existing RTA. All operations and services shall be handled by the Link In time office in
Delhi. The complete address for communication with the new RTA is given in the section on Corporate Governance Report. The process
of shifting is currently in progress and till the completion of all required formalities in this regard the existing RTA of the Company i.e. MCS
Limited shall continue to provide share registry services to shareholders of the Company.
42
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II.
All the business activities contributing 10% or more of the total turnover of the company shall be stated:
Sl.
No.
1.
Switchgears
3120
24%
2.
Cable
3130
42%
3.
3150
14%
4.
2930
20%
CIN/GLN
11
12
2,721,634
SUBSIDIARY
13
A 28075083
SUBSIDIARY
14
"07990/ 971205/
500420807"
8,190,840,150
SUBSIDIARY
15
SUBSIDIARY
16
2635/0ZNT/B/86/110(99)
SUBSIDIARY
17
556129-8695
SUBSIDIARY
18
921490879 MVA
SUBSIDIARY
19
637,683
SUBSIDIARY
20
B 14435200
SUBSIDIARY
21
487,252
SUBSIDIARY
22
484,499
SUBSIDIARY
23
421,873,289
SUBSIDIARY
24
Regon 141853839
SUBSIDIARY
25
871,022,584
SUBSIDIARY
26
B 3535; Frth
SUBSIDIARY
3
4
5
6
7
8
9
10
30-69726961-0
HOLDING/
% of Applicable Section
SUBSIDIARY/ Shares
ASSOCIATE
held
SUBSIDIARY
100% Section 2(87) of
Companies Act, 2013
100% Section 2(87) of
SUBSIDIARY
Companies Act, 2013
61.578.118/0001-96
450,386
SUBSIDIARY
RIF: J-31458182-1
NIT: 0489247275
SUBSIDIARY
62,533
SUBSIDIARY
614210273001-5
SUBSIDIARY
107744-9
SUBSIDIARY
HME9509059D7
SUBSIDIARY
RUC 1783791-1-702531
D.V.38
SUBSIDIARY
8,170,219,017,787
SUBSIDIARY
2,051,815,129
SUBSIDIARY
43
S.
No.
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
Havells Sylvania Iluminacion (Chile) Ltda Av. Apoquindo 3710, 13th Floor, Las Condes,
Santiago
Havells Sylvania TR Elektrik rnleri
Tatlisu Mah. Senol Gunes Bulvari,
Ticaret Limited irketi
Mira Tower No. 2, Da. 22
Umraniye - Istanbul
PT Havells Sylvania Indonesia
Gedung Cyber 2 Tower LT, 17, JL. H.R.
Rasuna Said Blok X-5 No. 13, Kuningan
Timur - Setiabudi. Jakarta Selatan - DKI
Jakarta Raya 12950
Thai Lighting Assets Co. Ltd.
No. 2 Ploenchit Center, 19th Floor, Sukhumvit
Road, Kwaeng Klongtoey, Khet Klongtoey,
Bangkok Metropolis
Havells Sylvania South Africa Proprietary 4th Floor, Aloe Grove, Houghton Estate Office
Park, 2 Osborn Road, Houghton, 2198. PO
Limited
Box 225, Highlands North, 2037, South
Africa
Havells Mexico Servicios Generales SA Montes Urales 455 piso 3 col. Lomas de
De CV
Chapultepec c.p.1000
Havells Sylvania Export N.V.
Pietermaai 15
Curacao, Netherlands Antilles
Havells Sylvania Holdings BVI-1 Limited Craigmuir Chambers
P.O. Box 71 Road Town Tortola
British Virgin Islands
Havells Sylvania Holdings BVI-2 Limited Craigmuir Chambers
P.O. Box 71 Road Town Tortola
British Virgin Islands
Havells Exim Limited
Unit 1005 10/F Tower B Hunghom Comm
CTR 37 MA TAU WAI RD Hunghom KL
Havells Holdings Limited
33, Athol Street, Douglas,
Isle of Man
46
47
48
49
50
51
52
53
54
55
CIN/GLN
HOLDING/
% of Applicable Section
SUBSIDIARY/ Shares
ASSOCIATE
held
SUBSIDIARY
100% Section 2(87) of
Companies Act, 2013
SUBSIDIARY
100% Section 2(87) of
Companies Act, 2013
SUBSIDIARY
100% Section 2(87) of
Companies Act, 2013
SUBSIDIARY
100% Section 2(87) of
Companies Act, 2013
SUBSIDIARY
100% Section 2(87) of
Companies Act, 2013
SUBSIDIARY
100% Section 2(87) of
Companies Act, 2013
SUBSIDIARY
100% Section 2(87) of
Companies Act, 2013
100% Section 2(87) of
SUBSIDIARY
Companies Act, 2013
440,101,400,003,959
SUBSIDIARY
3,246,089
SUBSIDIARY
310,115,400,240,221
SUBSIDIARY
832313 T
SUBSIDIARY
"DAFZA-FZCO-CF-0465
Trade Licence No: 1463"
SUBSIDIARY
C 40825
SUBSIDIARY
34,267,675
SUBSIDIARY
34,267,677
SUBSIDIARY
3-101-008587
SUBSIDIARY
2,135,148
SUBSIDIARY
76.031.321-1
SUBSIDIARY
796,956
SUBSIDIARY
03.156.622.7-063.000
SUBSIDIARY
105,555,026,951
SUBSIDIARY
2012.120040.07
SUBSIDIARY
HSS040427AC9
SUBSIDIARY
62,534
SUBSIDIARY
267,753
SUBSIDIARY
32,515
SUBSIDIARY
SUBSIDIARY
00475V
SUBSIDIARY
44
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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i)
Category-wise Shareholding
Category of shareholders
A. Promoters
(1) Indian
(a) Individual / HUF
(b) Central Government
(c) State Government(s)
(d) Bodies Corporate
(e) Financial Institutions
/ Banks
(f) Any Other
Sub-Total (A)(1):
(2) Foreign
(a) NRIs- Individuals
(b) Other-Individuals
(c ) Bodies Corporate
(d) Banks/FI
(e) Any Other
Sub-Total (A)(2):
Total Shareholding of Prom. &
Prom. Grp. (A)=(A)(1)+(A)(2)
B. Public Shareholding
(1) Institutions
(a) Mutual Funds
(b) Financial Institutions
/ Banks
(c) Central Government
(d) State Government(s)
(e) Venture Capital
Funds
(f) Insurance Companies
(g) Foreign Institutional
Investors
(h) Foreign Venture
Capital Investors
(i) Others
Sub-Total (B)(1):
(2) Non-Institutions
(a) Bodies Corporate
1)
Indian
2)
Overseas
(b) IndivIdual
(i)
Individual
shareholders
holding nominal
share capital
upto ` 1 lakh
(ii)
Individual
shareholders
holding nominal
share capital
in excess of `1
lakh
(c) Others
( 1)
Trusts
( 2) Non Resident
Indians
( 3) Clearing
Members
( 4) Hindu Undivided
Families
Sub-Total (B)(2):
Total Public
Shareholding(B)=(B)(1)+(B)(2)
C. Shares held by Custodian
for GDR & ADR
GRAND TOTAL (A+B+C)
% change
during the
year$
Demat
Physical
Total
% of Total
shares
Demat
Physical
Total % of Total
shares
12,63,57,380
0
0
25,86,00,540
0
0
0
0
0
0
12,63,57,380
0
0
25,86,00,540
0
20.24
0.00
0.00
41.44
0.00
12,63,57,380
0
0
25,86,00,540
0
0
0
0
0
0
12,63,57,380
0
0
25,86,00,540
0
20.23
0.00
0.00
41.41
0.00
-0.01
0.00
0.00
-0.03
0.00
0
38,49,57,920
0
0
0
38,49,57,920
0.00
61.68
0
38,49,57,920
0
0
0
38,49,57,920
0.00
61.64
0.00
-0.04
0
0
0
0
0
0
38,49,57,920
0
0
0
0
0
0
0
0
0
0
0
0
0
38,49,57,920
0.00
0.00
0.00
0.00
0.00
0.00
61.68
0
0
0
0
0
0
38,49,57,920
0
0
0
0
0
0
0
0
0
0
0
0
0
38,49,57,920
0.00
0.00
0.00
0.00
0.00
0.00
61.64
0.00
0.00
0.00
0.00
0.00
0.00
-0.04
22,52,100
48,740
0
0
22,52,100
48,740
0.36
0.01
1,50,28,203
49,019
0
0
1,50,28,203
49,019
2.41
0.01
2.05
0.00
0
0
0
0
0
0
0
0
0
0.00
0.00
0.00
0
0
0
0
0
0
0
0
0
0.00
0.00
0.00
0.00
0.00
0.00
1,25,000
19,16,42,930
0
0
1,25,000
19,16,42,930
0.02
30.71
9,45,000
16,23,25,060
0
0
9,45,000
16,23,25,060
0.15
25.99
0.13
-4.72
0.00
0.00
0.00
0
19,40,68,770
0
0
0
19,40,68,770
0.00
31.10
0
17,83,47,282
0
0
0
17,83,47,282
0.00
28.56
0.00
-2.54
91,13,255
0
0
0
91,13,255
0
1.46
0.00
1,45,39,655
0
0
0
1,45,39,655
0
2.33
0.00
0.87
0.00
2,26,07,610
29,34,795
2,55,42,405
4.09
3,07,21,361
21,82,700
3,29,04,061
5.27
1.18
57,01,635
1,04,000
58,05,635
0.93
81,51,410
1,04,000
82,55,410
1.32
0.39
5,765
23,34,815
0
9,76,000
5,765
33,10,815
0.00
0.53
4,315
31,58,374
0
912000
4,315
40,70,374
0.00
0.65
0.00
0.12
4,78,215
4,78,215
0.08
5,14,986
5,14,986
0.08
0.01
8,20,975
8,20,975
0.13
8,94,032
8,94,032
0.14
0.01
4,10,62,270
23,51,31,040
40,14,795
40,14,795
4,50,77,065
23,91,45,835
7.22
38.32
5,79,84,133
23,63,31,415
31,98,700
31,98,700
6,11,82,833
23,95,30,115
9.80
38.36
2.57
0.04
0.00
0.00
0.00
62,00,88,960
40,14,795
62,41,03,755
100.00
62,12,89,335
31,98,700
62,44,88,035
100.00
0.00
45
# The Equity shares of the Company were of the face value of ` 5/- each at the beginning of the Year and during the year were sub-divided into 5 Equity shares of
` 1/- each, Record Date thereof being 27th August, 2014. Therefore, the No. of Shares as at the beginning of the Year have been depicted after taking the effect
of sub-division for comparative reporting purpose.
Further, during the year on 16th September, 2014, 3,84,280 Equity Shares of ` 1/- each were issued and allotted to Eligible Employees under the Havells
Employees Long Term Incentive Plan 2014 (LTIP Plan), thereby resulting in increased paid-up capital.
$ The % change during the year is therefore purely on account of the increased paid-up capital due to allotment made under the Long Term Incentive Plan of the
Company.
ii)
Shareholding of Promoters
Sl.
No.
Shareholders Name
% of total
Shares
of the
Company
% of Shares
Pledged/
encumbered to
total shares of
the Company
% of total
Shares
of the
Company
% of Shares
Pledged/
encumbered to
total shares of
the Company
% Change
in shares
holding
during the
Year
SURJIT GUPTA
3,26,50,800
5.23
N.A.
3,26,50,800
5.23
N.A.
VINOD GUPTA#
6,63,54,240
10.63
N.A.
6,63,54,240
10.62
N.A.
AMEET GUPTA
15,66,160
0.25
N.A.
15,66,160
0.25
N.A.
1,73,39,740
2.78
N.A.
1,73,39,740
2.78
N.A.
SANTOSH GUPTA
23,16,720
0.37
N.A.
23,16,720
0.37
N.A.
SHALINI GUPTA
38,98,500
0.62
N.A.
38,98,500
0.62
N.A.
SANGEETA GUPTA
22,31,220
0.36
N.A.
22,31,220
0.36
N.A.
6,87,41,660
11.01
N.A.
6,87,41,660
11.01
N.A.
18,98,58,880
30.42
N.A.
18,98,58,880
30.40
N.A.
Total
38,49,57,920
61.68
38,49,57,920
61.64
0
0
During the year, Shri Qimat Rai Gupta, ceased to be Promoter on 7th November, 2014 due to death. His shareholding is in the process of transmission to
Smt. Vinod Gupta (spouse).
(iv) Shareholding Pattern of Top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs.
SL.
No.
No. of shares*
(*The Equity shares of the Company were of the face
value of ` 5/- each at the beginning of the Year and
during the year were sub-divided into 5 Equity shares
of ` 1/- each, Record Date thereof being 27th August,
2014. Therefore, the No. of Shares as at the beginning
of the Year have been depicted after taking the effect
of sub-division for comparative reporting purpose.
% of
No. of
total
shares
shares
of the
Company
% of
total
shares
of the
Company
As on
Benpos Date
N.A.
3,30,44,930
5.29
3,30,44,930
5.29
2,02,38,300
3.24
No. of shares:
(- denotes sale)
0
Cumulative
Shareholding during
the year
3,30,44,930
5.29
As on
Benpos Date
No. of shares:
(- denotes sale)
04.04.2014
-7,500
2,02,30,800
3.24
11.04.2014
10,000
2,02,40,800
3.24
18.04.2014
62,500
2,03,03,300
3.25
02.05.2014
2,500
2,03,05,800
3.25
16.05.2014
-2,11,250
2,00,94,550
3.22
23.05.2014
-33,750
2,00,60,800
3.21
46
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Directors Report
Management Discussion
and Analysis
SL.
No.
Corporate Governance
Report
Financial Statements
Cumulative
Shareholding during
the year
No. of shares*
(*The Equity shares of the Company were of the face
value of ` 5/- each at the beginning of the Year and
during the year were sub-divided into 5 Equity shares
of ` 1/- each, Record Date thereof being 27th August,
2014. Therefore, the No. of Shares as at the beginning
of the Year have been depicted after taking the effect
of sub-division for comparative reporting purpose.
06.06.2014
13.06.2014
11.07.2014
25.07.2014
08.08.2014
14.08.2014
29.08.2014
05.09.2014
12.09.2014
19.09.2014
30.09.2014
05.12.2014
12.12.2014
30.01.2015
20.02.2015
27.02.2015
06.03.2015
13.03.2015
20.03.2015
27.03.2015
31.03.2015
-1,60,000
2,27,500
1,48,750
1,40,000
32,500
2,500
-3,23,750
3,92,500
76,250
2,20,000
2,500
26,250
1,88,750
-2,45,000
1,00,000
-2,29,000
-1,00,000
-1,31,000
-3,82,000
-2,51,000
-250
1,97,96,300
3.17
1,80,44,320
2.89
As on
No. of shares:
Benpos Date (- denotes sale)
04.04.2014
-4,04,540
11.04.2014
-20,79,695
18.04.2014
-4,82,625
25.04.2014
-1,83,070
02.05.2014
-8,98,755
09.05.2014
-99,055
16.05.2014
-4,50,045
23.05.2014
-23,03,785
06.06.2014
-24,13,850
13.06.2014
-19,86,525
20.06.2014
-12,29,575
30.06.2014
-1,14,090
04.07.2014
-43,65,865
11.07.2014
-4,23,055
18.07.2014
-6,09,790
% of
No. of
total
shares
shares
of the
Company
0.00
1,46,54,110
2.35
2,17,44,394
% of
total
shares
of the
Company
1,99,00,800
2,01,28,300
2,02,77,050
2,04,17,050
2,04,49,550
2,04,52,050
2,01,28,300
2,05,20,800
2,05,97,050
2,08,17,050
2,08,19,550
2,08,45,800
2,10,34,550
2,07,89,550
2,08,89,550
2,06,60,550
2,05,60,550
2,04,29,550
20,0,47,550
1,97,96,550
1,97,96,300
3.19
3.23
3.25
3.27
3.28
3.28
3.23
3.29
3.30
3.34
3.33
3.34
3.37
3.33
3.35
3.31
3.29
3.27
3.21
3.17
3.17
1,76,39,780
1,55,60,085
1,50,77,460
1,48,94,390
1,39,95,635
1,38,96,580
1,34,46,535
1,11,42,750
87,28,900
67,42,375
55,12,800
53,98,710
10,32,845
6,09,790
0
2.83
2.49
2.42
2.39
2.24
2.23
2.15
1.79
1.40
1.08
0.88
0.87
0.17
0.10
0.00
1,74,04,110
2,14,04,110
2,08,42,652
2,12,66,748
2,12,96,542
2,17,44,394
2.79
3.43
3.34
3.41
3.41
3.48
3.48
47
SL.
No.
Cumulative
Shareholding during
the year
No. of shares*
(*The Equity shares of the Company were of the face
value of ` 5/- each at the beginning of the Year and
during the year were sub-divided into 5 Equity shares
of ` 1/- each, Record Date thereof being 27th August,
2014. Therefore, the No. of Shares as at the beginning
of the Year have been depicted after taking the effect
of sub-division for comparative reporting purpose.
1,19,69,330
As on
Benpos Date
05.09.2014
-3,46,792
1,16,22,538
12.09.2014
-5,05,121
1,11,17,417
1.78
12.12.2014
-13,05,521
98,11,896
1.57
19.12.2014
-45,81,178
52,30,718
0.84
31.12.2014
-52,30,718
0.00
0.00
1,04,50,715
1.67
1.86
As on
Benpos Date
No. of shares:
(- denotes sale)
16.05.2014
-28,39,565
76,11,150
1.22
30.05.2014
-1,60,650
74,50,500
1.19
06.06.2014
-1,25,000
73,25,500
1.17
13.06.2014
-20,06,500
53,19,000
0.85
53,19,000
0.85
89,97,810
1.44
As on
Benpos Date
No. of shares:
(- denotes sale)
04.04.2014
-2,12,000
87,85,810
1.41
05.09.2014
-9,09,900
78,75,910
1.26
19.09.2014
-17,31,355
61,44,555
0.98
30.09.2014
-3,95,589
57,48,966
0.92
12.12.2014
-6,75,103
50,73,863
0.81
19.12.2014
-23,68,990
27,04,873
0.43
31.12.2014
-27,04,873
0.00
1.92
No. of shares:
(- denotes sale)
% of
total
shares
of the
Company
% of
No. of
total
shares
shares
of the
Company
0.00
69,80,970
1.12
As on
Benpos Date
No. of shares:
(- denotes sale)
19.09.2014
-1,73,855
68,07,115
1.09
30.09.2014
-39,724
67,67,391
1.08
12.12.2014
-7,94,697
59,72,694
0.96
19.12.2014
-27,88,652
31,84,042
0.51
31.12.2014
-31,84,042
0.00
48
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0.00
Business Review
Directors Report
Management Discussion
and Analysis
SL.
No.
Corporate Governance
Report
Financial Statements
Cumulative
Shareholding during
the year
No. of shares*
(*The Equity shares of the Company were of the face
value of ` 5/- each at the beginning of the Year and
during the year were sub-divided into 5 Equity shares
of ` 1/- each, Record Date thereof being 27th August,
2014. Therefore, the No. of Shares as at the beginning
of the Year have been depicted after taking the effect
of sub-division for comparative reporting purpose.
% of
total
shares
of the
Company
59,85,425
As on
Benpos Date
0.96
No. of shares:
(- denotes sale)
04.04.2014
-1,52,525
58,32,900
0.93
11.04.2014
-7,84,100
50,48,800
0.81
18.04.2014
-1,81,960
48,66,840
0.78
25.04.2014
-69,020
47,97,820
0.77
02.05.2014
-3,38,850
44,58,970
0.71
09.05.2014
-37,345
44,21,625
0.71
16.05.2014
-53,035
43,68,590
0.70
06.06.2014
43,60,310
87,28,900
1.40
13.06.2014
-57,97,275
29,31,625
0.47
20.06.2014
-4,01,260
25,30,365
0.41
30.06.2014
-52,365
24,78,000
0.40
04.07.2014
-20,03,930
4,74,070
0.08
11.07.2014
-1,94,175
2,79,895
0.04
18.07.2014
-2,79,895
0.00
% of
No. of
total
shares
shares
of the
Company
0.00
34,14,810
0.55
As on
Benpos Date
No. of shares:
(- denotes sale)
11.07.2014
-11,61,500
22,53,310
0.36
19.09.2014
-18,303
22,35,007
0.36
30.09.2014
-3,34,838
19,00,169
0.30
16.01.2015
-19,00,169
0.00
0.00
Cumulative
Shareholding during
the year
% of total No. of
No. of shares*
% of total
shares
of the
Company
3,26,50,800
5.23
3,26,50,800
5.23
49
SL.
No.
Cumulative
Shareholding during
the year
% of total No. of
No. of shares*
1,73,39,740
2.78
15,66,160
0.25
15,66,160
0.25
11,98,400
0.19
No. of shares
08.05.2014
5,740
12,04,140
0.19
16.09.2014
18,115
12,22,255
0.20
2.78
1,73,39,740
% of total
shares
of the
Company
12,22,255
0.20
SHRI S. B. MATHUR
At the beginning of the year
0.00
0.00
SHRI A. P. GANDHI
At the beginning of the year
0.00
0.00
SHRI V. K. CHOPRA
At the beginning of the year
0.00
0.00
50
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Directors Report
Management Discussion
and Analysis
SL.
No.
Corporate Governance
Report
Financial Statements
Cumulative
Shareholding during
the year
% of total No. of
No. of shares*
10
11
12
13
SHRI S. K. TUTEJA
At the beginning of the year
Date wise Increase / Decrease in Share
holding during the year specifying the
reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat
equity etc):
At the End of the Year
DR. ADARSH KISHORE
At the beginning of the year
Date wise Increase / Decrease in Share
holding during the year specifying the
reasons for increase / decrease (e.g.
allotment / transfer / bonus/ sweat equity
etc):
At the End of the Year
MRS. PRATIMA RAM
At the beginning of the year (As on 28-714, date of appointment as Director)
Date wise Increase / Decrease in Share
holding during the year specifying the
reasons for increase / decrease (e.g.
allotment / transfer / bonus/ sweat equity
etc):
At the End of the Year
SHRI T. V. MOHANDAS PAI
At the beginning of the year (As on 22-1214, date of appointment as Director)
Date wise Increase / Decrease in Share
holding during the year specifying the
reasons for increase / decrease (e.g.
allotment / transfer / bonus/ sweat equity
etc):
At the End of the Year
SHRI PUNEET BHATIA
At the beginning of the year (As on 2212-14, date of appointment as Director)
Date wise Increase / Decrease in Share
holding during the year specifying the
reasons for increase / decrease (e.g.
allotment / transfer / bonus/ sweat equity
etc):
At the End of the Year
SHRI SANJAY KUMAR GUPTA
At the beginning of the year
Date wise Increase / Decrease in Share
holding during the year specifying the
reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat
equity etc):
Shares under Havells Long Term Incentive
Plan 2014 for FY 2012-13
Shares under Havells Long Term Incentive
Plan 2014 for FY 2013-14
At the End of the Year
0
-
0.00
-
0.00
0
-
0.00
-
0.00
0.00
0.00
0.00
0.00
49,750
0.01
49,750
0.01
540
0.00
% of total
shares
of the
Company
No. of shares
08.05.2014
680
1,220
0.00
16.09.2014
2,070
3,290
0.00
3,290
0.00
uring the year, Shri Qimat Rai Gupta, ceased to be the Chairman and Managing Director (KMP) on 7 November, 2014 due to death. His shareholding is in the
D
process of transamission to Smt. Vinod Gupta (spouse).
th
51
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans
excluding
Deposits
Unsecured
Loans
120.20
0.47
120.67
75.32
5.22
80.54
195.52
5.69
201.21
40.07
40.07
75.32
75.32
115.39
115.39
83.46*
0.32
83.78
83.46
0.32
83.78
(` in Crores)
Deposits
Total
Indebtedness
1.
2.
3.
4.
5.
Name of MD/WTD/Manager
Total
Amount
Shri Ameet
Kumar Gupta$
(Whole-time
Director)
Shri Rajesh
Gupta***
(Director
(Finance) and
Group CFO)#
5,95,99,050
2,12,43,941
30,00,000
1,63,41,312
10,01,84,303
99,496
39,600
13,200
39,600
1,91,896
Stock Option
9,03,372#
9,03,372
Sweat Equity
3,68,00,000*
-
5,88,00,000**
-
88,25,000$
-
3,33,00,000***
-
13,77,25,000
-
Total(A)
9,64,98,546
8,00,83,541
1,18,38,200
5,05,84,284
23,90,04,571
10% of Net profit for all Executive Directors - Managing and Whole-time Directors;
5% of Net profit to any one Managing or Whole-time Director
Gross salary
Commission
- as% of profit
- others, specify
Others, please specify
*
Ceased to be Chairman and Managing Director w.e.f. 7th November, 2014 on his demise. Details of remuneration are given upto the date
of cessation. As per the approved terms, Shri Qimat Rai Gupta was entitled to receive Commission @ 1.00% of the profit before tax for
the financial year ended 2014-15.
** Shri Anil Rai Gupta (earlier Joint Managing Director) was designated as the Chairman and Managing Director w.e.f. 13th November, 2014.
Subject to the approval of shareholders, the Board upon the recommendation of the Nomination and Remuneration Committee has
approved the payment of Commission @ 1.25% of the profit before tax,to Shri Anil Rai Gupta w.e.f. 1st January, 2015. Prior to that, i.e.
from 1st April, 2014 to 31st December, 2014, Shri Anil Rai Gupta, was entitled to receive Commission @ 0.75% of the profit before tax.
52
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Financial Statements
Appointed as Whole-time Director w.e.f. 1st January, 2015. Subject to the approval of shareholders, the Board upon the recommendation
of the Nomination and Remuneration Committee has approved the payment of Commission @ 0.50% of the profit before tax, to
Shri Ameet Kumar Gupta w.e.f. 1st January, 2015.
***
Management Discussion
and Analysis
Directors Report
As per the approved terms, Shri Rajesh Gupta is entitled to receive Commission @ 0.50% of the profit before tax for the financial year
ended 2014-15
Under the Havells Long Term Incentive Plan of the Company, 5,740 Equity shares of ` 1/- each of the Company have been transferred
from the Havells Employees Welfare Trust to the demat account of Shri Rajesh Gupta, on 8th May, 2015, upon exercise of his vested
Options for FY 2012-13. Further, Shri Rajesh Gupta is also entitled to be allotted 11,549 Equity shares of ` 1/- each of the Company upon
exercise of 11,549 Shares Granted to him under the Plan for the FY 2014-15.
Particulars of Remuneration
1.
Independent Directors(ID)
Fee for attending board
committee meetings
Commission
Others, please specify
Total(1)
2.
Name of Directors
Shri V.K.
Chopra
(ID)
Shri A.P.
Gandhi
(ID)
Dr. Adarsh
Kishore
(ID)
Shri S.B.
Mathur
(ID)
Shri S.K.
Tuteja
(ID)
Shri Surjit
Shri Puneet
Gupta
Bhatia@
(NED, Non(NED, NonIndependent) Independent)
Smt.
Pratima
Ram%
(ID)
N. A.
4,60,000
4,60,000
3,00,000
3,20,000
4,00,000
5,00,000^
-
5,00,000^
-
5,00,000^
-
5,00,000^
-
9,60,000
9,60,000
8,00,000
8,20,000
9,00,000
6,60,000
N. A.
N. A.
N. A.
N. A.
N. A.
N. A.
N. A.
21,00,000
5,00,000^ 5,00,000^
-
30,00,000
-
51,00,000
20,000
40,000
60,000
20,000
40,000
60,000
9,60,000
8,00,000
8,20,000
9,00,000
6,60,000
20,000
40,000
51,60,000
N. A.
1,60,000
9,60,000
Total
Amount
Shri T. V.
Mohandas
Pai@
(NED, NonIndependent)
24,41,64,571
1% of Net Profits of the Company for all Non-Executive Directors
In terms of Shareholders approval dated 9th June, 2014, all the Non-Executive Independent Directors of the Company are entitled for
a commission of ` 5 lakhs per annum.
Total Remuneration to MD/WTD and other Director (being the total A and B)
1.
5.
CFO*
Total
Gross salary
(a) S
alary as per provisions contained in
section 17(1) of the Income-tax Act,1961
2.
3.
4.
Company
Secretary
38,49,269
38,49,269
32,400
32,400
1,00,605
-
1,00,605
-
39,82,274
39,82,274
* Particulars of Remuneration of CEO (Shri Anil Rai Gupta, Chairman and Managing Director) and CFO (Shri Rajesh Gupta, Whole-time
Director (Finance) and Group CFO) are given under point VI(A) above.
53
Section of the
Companies Act
Brief
Description
Details of
penalty /
punishment /
compounding
fees imposed
Authority
[RD / NCLT /
Court]
Appeal made,
if any (give
details)
A. COMPANY
Penalty
NIL
Punishment
NIL
Compounding
NIL
B. DIRECTORS
Penalty
NIL
Punishment
NIL
Compounding
NIL
NIL
Punishment
NIL
Compounding
NIL
ANNEXURE 3
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March, 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
(i)
The Members,
Havells India Limited
We have conducted the secretarial audit of the compliance
of applicable statutory provisions and the adherence to good
corporate practices by Havells India Limited (hereinafter
called the Company). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing
my opinion thereon.
Based on our verification of the books, papers, minute
books, forms and returns filed and other records maintained
by the Company and also the information provided by the
Company, its officers, agents and authorized representatives
during the conduct of secretarial audit. We hereby report
that in our opinion, the Company has, during the audit
period covering the financial year ended on 31st March, 2015
complied with the statutory provisions listed hereunder and
also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
The Companies Act, 2013 (the Act) and the rules made
thereunder;
54
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Business Review
Management Discussion
and Analysis
Directors Report
Act,
1986
and
other
Financial Statements
Corporate Governance
Report
i.
i.
ii.
ii.
v.
ANNEXURE 4
Details of Investments as on 31st March, 2015
Name of Company
Amount (INR)
980,89,01,645
30,86,72,388
5,800
10,11,75,79,833
55
ANNEXURE 5
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms
length transactions under third proviso thereto
(f)
(f)
1.
contracts
arrangements/
ANNUAL REPORT ON CSR PURSUANT TO RULES 8 & 9 OF COMPANIES (CORPORATE SOCIAL RESPONSIBILITY
POLICY) RULES, 2014
1.
A brief outline of the companys CSR policy, including overview of projects or programs proposed to be undertaken and a
reference to the web-link to the CSR policy and projects or program.
In adherence to section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board of Directors upon the recommendation of CSR Committee, in its meeting held on 23rd April,
2014, has approved a CSR Policy of the Company.
In accordance with the primary CSR philosophy of the group and the specified activities under Schedule VII to the Companies
Act, 2013, the CSR activities of the Company cover certain thrust areas such as mid-day meals, sanitation facilities to
schools, supporting education and healthcare.
The Corporate Social Responsibility Policy of the Company is available on the website of the Company www.havells.com in the
Investor Section under Disclosures.
2.
As at 31st March, 2015, the Corporate Social Responsibility Committee comprises of 4 (Four) members of the Board,
2 (Two) of which are Independent Directors and remaining 2 (Two) are Executive. The Chairman of the Committee is an
Independent Director.
56
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Business Review
Sl. No.
1.
2.
3.
4.
Management Discussion
and Analysis
Directors Report
NAME
Shri Surender Kumar Tuteja
Dr. Adarsh Kishore
Shri Anil Rai Gupta
Shri Rajesh Gupta
Corporate Governance
Report
CATEGORY
Independent Director
Independent Director
Executive Director
Executive Director
Financial Statements
DESIGNATION
Chairman
Member
Member
Member
3.
The Average Net Profit of three financial years preceding the reporting financial year (i.e. 2013-14, 2012-13, 2011-12)
calculated in accordance with section 135 of the Companies Act, 2013 is ` 496.21 crores.
4.
The prescribed CSR Expenditure to be incurred during the financial year i.e. 2014-15 is ` 9.92 crores.
5.
1.
2.
3.
4.
5.
Sector in Projects or
which the programs
project is (1)Local area or
covered*
other
(2)Specify the state
and district
where projects
or programs was
undertaken
(i)
Alwar, Rajasthan
Amount
outlay
(budget)
project
or
program
wise
Amount spent on
the projects or
program
Sub-heads:
(1)Direct
expenditure
on projects or
programs
(2) Overheads
3.820
3.001
Cumulative
expenditure
upto the
reporting
period
Amount
spent: Direct
or through
implementing
agency
(i)
- do -
1.700
2.394#
(ii)
Faridabad, Haryana
0.200
0.250
(ii)
Sonepat, Haryana
4.000
4.000
(iii)
Faridabad, Haryana
0.200
0.140
9.920
9.785
9.785
Sector refers to the Entries specified in Schedule VII to the Companies Act, 2013.
Includes ` 2.359 crores as donation given to QRG Foundation for building toilets in Alwar, completion of which is expected in financial year
2015-16. Please refer point no. 6 below for details.
6.
In case the company has failed to spend the 2% of the average net profit of the last 3 FYs or any part thereof, the company
shall provide the reason for not spending the amount in its board report.
In respect of the balance amount that needs to be spent under the prescribed CSR Expenditure for financial year 2014-15,
the Company has decided to build toilets in schools in Alwar district where it is providing mid-day meals.
In order to identify a sustainable solution, an eco-friendly bio-toilet was made, which does not require any major
maintenance apart from regular cleaning. Also it does not pollute the earth or contaminate the ground water.
32nd Annual Report 2014-15
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57
First such model toilet was inaugurated in Alwar on 22nd April, 2015. It is planned to give the contract to Banka Bio
(a Hyderabad based company) for building toilets in 100 schools in the financial year 2015-16. Cost of toilet in each school
(including 8 single toilets) would be approximately 2.50 lakhs (for all 8). This number would vary from school to school
depending on number of students in each school.
7.
Responsibility Statement
The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.
S K Tuteja
Chairman CSR Committee
ANNEXURE 7
(A) DETAILS PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE
5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Relevant Prescribed Requirement
clause
u/r 5(1)
(i)
Particulars
Ratio of the remuneration of each director to the Ratio of the remuneration of Shri Anil Rai Gupta, Chairman and
Managing Director to the median remuneration of the employees 172:1
median remuneration of the employees of the
company for the financial year
Ratio of the remuneration of Shri Ameet Kumar Gupta, Whole-time
Director to the median remuneration of the employees 102:1
Ratio of the remuneration of Shri Rajesh Gupta, Whole-time Director
(Finance) and Group CFO 109:1
(ii)
Percentage increase in remuneration of each Shri Anil Rai Gupta, CMD 70.93%
Director, Chief Financial Officer, Chief Executive Shri Ameet Kumar Gupta, WTD# N.A.
Officer, Company Secretary or Manager, if any, in
Shri Rajesh Gupta, WTD-FINANCE (CFO) 14.67%
the financial year
Shri Sanjay Gupta, CS 12.34%
(iii)
(iv)
(v)
(vi)
` in crores
KMP
Remuneration
8.26
Company
Performance (PBT)
646.25
1.22
646.25
5.24
646.25
0.42
646.25
58
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Financial Statements
Particulars
(viii)
Average percentile increase already made in the Average increase in remuneration of Managerial Personnel 28.7%
salaries of employees other than the managerial Average increase in remuneration of employees other than the
personnel in the last financial year and its comparison
Managerial Personnel 15.6%
with the percentile increase in the managerial
The top level compensation is linked to Profit Before Tax.
remuneration and justification thereof and point
out if there are any exceptional circumstances for
increase in the managerial remuneration
(ix)
Comparison of the each remuneration of the Key Covered in sub-clause (vi) above.
Managerial Personnel against the performance of
the company
(x)
Key parameters for any variable component of Financial and operating performance of the Company
remuneration availed by the directors
Industry/ sector trends for the remuneration paid to executive directorate
(xi)
Ratio of the remuneration of the highest paid director Not Applicable. There is no such employee who received remuneration in
to that of the employees who are not directors but excess of the highest paid director during the year.
receive remuneration in excess of the highest paid
director during the year
(xii)
Affirmation that the remuneration is as per the The remuneration is as per the Nomination and Remuneration Policy for
remuneration policy of the company
the Directors, Key Managerial Personnel and Other Employees of the
Company, formulated pursuant to the provisions of section 178 of the
Companies Act, 2013.
Appointed as Additional Director w.e.f. 22nd December, 2014 and as Whole-time Director w.e.f. 1st January, 2015
(B) STATEMENT SHOWING PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 197(12) OF
THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
Persons employed for the full year ended March 31st, 2015 who were in receipt of the remuneration which in the aggregate
was not less than ` 60,00,000/- p.a.
S. Employee Name
No.
Designation
1.
8,25,63,941 MBA
22
30-09-1992
45
2.
Director (Finance)
and Group CFO
5,24,19,684 CA
33
21-03-1992
57
3.
President- Global
(Havells Sylvania)
3,34,96,298 CA, CS
22
01-04-2009
43
Rosewood Advisors
(Director)
4.
27
01-09-1989
51
5.
President
37
03-05-2000
59
6.
Shri Narendra
Kumar Choudhary
32
15-07-2003
57
7.
34
01-01-2004
55
8.
Shri Bhagirath
Singh Galgat
62,47,149 M Tech.,
Diploma in
Management
22
20-05-2002
51
59
Persons employed for part of the year ended March 31st, 2015 who were in receipt of the remuneration which in the aggregate
was not less than ` 5,00,000/- p.m.
S.
No.
Employee
Name
Designation
1.
9,63,99,050 BA
(Humanities)
54
08-08-1983 07-11-2014
77
2.
Shri Ameet
Kumar Gupta
Whole-time
Director
1,21,85,000 BE,
MBA
20
01-01-2015
43
Whole-time
Director, QRG
Enterprises Ltd.
3.
Shri Ashok
Kumar Singh
Vice President
26
02-07-2013 30-09-2014
51
GE India Industrial
Solutions (Director)
32,08,319 B Tech,
M Tech
Tenure of Employment
Date of
Commencement
Notes:
1.
Shri Qimat Rai Gupta ceased to be the Chairman and Managing Director on 07-11-2014 due to death.
2. Gross Remuneration includes basic salary, allowances, commission and perquisites. The term remuneration has the
meaning assigned to it in the Explanation to Section 198 of the Companies Act, 2013.
3.
4.
All the employees have adequate experience to discharge the responsibility assigned to them.
5.
Except Shri Anil Rai Gupta, none of the above employees holds more than 2% of the paid-up capital of the Company.
ANNEXURE 8
Disclosures as at 31st March, 2015 under the Havells Employees Long Term Incentive Plan 2014.
(I)
a)
Options granted
Nil
b)
The Exercise Price for the purpose of grant of options will be 50% of the
Option Price of the shares on the Relevant Date.
The Eligible Employees have authorized the Company to make a monthly
deduction of 10% (Ten percent) of their basic salary till March 31st, 2013
effective from 1st July, 2012 to utilize the same towards contribution for
exercise price for the relevant vested options.
c)
Options vested
98,040
d)
Options exercised
98,040
e)
f)
Options lapsed
8,135
g)
None
h)
` 66,37,308/-
60
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i)
j)
Management Discussion
and Analysis
Corporate Governance
Report
Financial Statements
90,550
(i)
(ii)
l)
Where the company has calculated the employee Decrease in Profit ` 0.75 crores and
compensation cost using the intrinsic value of the stock On EPS ` 0.01 per Share
options, the difference between the employee compensation
cost so computed and the employee compensation cost that
shall have been recognized if it had used the fair value of the
options, shall be disclosed. The impact of this difference on
profits and on EPS of the company shall also be disclosed.
m)
Weighted-average exercise prices and weighted-average fair Weighted average exercise price ` 67.70 and weighted average fair
values of options shall be disclosed separately for options values of option ` 237.48
whose exercise price either equals or exceeds or is less than
the market price of the stock
n)
7.89 %
(ii)
2 Years
(iii)
expected volatility
37.14 %
2.17 %
(v) the price of the underlying share in market at the time Average ` 121.33 per share
of option grant.
3,84,280
b)
` 223.17
c)
(ii) any other employee who is issued shares in any one None under ESPS during the financial year 2014-15.
year amounting to 5% or more shares issued during
that year;
(iii) identified employees who were issued shares during None
any one year equal to or exceeding 1% of the issued
capital of the company at the time of issuance;
d)
e)
` 7,08,45,317/-
61
ANNEXURE 9
Disclosure pursuant to Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014
(A) CONSERVATION OF ENERGY
(i)
Energy Efficiency:
b.
d.
f.
d.
b.
f.
Conservation of water:
a.
a.
d.
Energy Conservation:
62
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Directors Report
system
at
c.
d.
f. Installation
of
precision
temperature
controlling equipment in drying ovens to avoid
unnecessary overheating
Financial Statements
(i)
all
Corporate Governance
Report
a.
Productivity improvement.
b.
Human error elimination
customer satisfaction.
leads
to
1.
Lighting
2.
Replacement of old equipment with new/
energy efficient equipment
3.
Reduction in Specific Fuel Consumption for
electricity generation
4.
5.
a.
Reduce component defects with virtual
analysis of molds.
b.
a.
b.
Movement time reduced.
a.
Product layout inspection & Reverse
Engineering (For development of new
products).
b.
3D scanner provides Scan data for
product designing.
63
(b) Year of import.
As mentioned above.
(c) Has technology been fully absorbed?
Yes
(d) If not fully absorbed, areas where this has not taken
place, reasons there for and future plans of action.
N.A.
a) Capital
b) Recurring
c) Total
d) Total R & D expenditure as a
percentage of total turnover
1.
2013-14
2.86
21.88
24.74
0.50%
Product
a.
2014-15
2.43
26.20
28.63
0.52%
Material
a.
b.
Testing
b. Development
of
laboratory
simulation
techniques for faster resolution of product
complaints.
64
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Automation
c.
2.
Cables
Fan
Switchgear
RCBO
Home Appliances
Financial Statements
Corporate Governance
Report
Water Heaters
65
Lighting
In House Manufacturing of
Up gradation
3.
XLPE Compound
2013-14
296.32
316.50
526.59
524.58
BLDC Fan
66
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67
MANAGEMENT SUMMARY
Havells - The Consumers Choice
68
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69
70
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71
72
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73
Cable
The Cable segment, comprising industrial and domestic
cables, contributes 42% of the Companys revenue.
74
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Financial Statements
FINANCIAL OVERVIEW
Though the changes are yet to manifest themselves on
the ground, the positivity visible in the macro indicators
shows that the market sentiment is optimistic, which could
translate into economic recovery, going forward. We are
also continuously investing in the business to leverage the
opportunities that will surface once the on-ground growth
momentum revives.
Growth remained muted in the second half of the financial year
as consumer demand slowed down. Despite the challenging
environment, however, we have been able to deliver double
digit growth, with improvement in margins witnessed across
all the business segments.
Backed by prudent financial thinking, we have been able
to build a strong balance sheet with the least debt equity
ratio and significant cash generation. We have increased
our return to our shareholders, with our dividend payout
increasingly significantly to 49% of standalone profit in
FY 2014-15.
Havells on a standalone basis registered net revenue of
` 5,239 crores in financial year ended 2014-15 as compared
to ` 4,720 crores in financial year ended 2013-14, a growth
75
SYLVANIA
Our manufacturing excellence mantra continues to strengthen
our Sylvania business too. With the acquisition of Sylvania,
we retained its European manufacturing set-up, which has
been delivering high-end products to the evolved consumers
in the region year-on-year.
Four consecutive years of awards for Concord at the
Lighting Design Awards (LDAs) stand testimony to Sylvanias
immensely popular Concord architectural lighting brand.
With a strong manufacturing base in the UK, Concord
is renowned for its strong design ethos, high technical
performance and aesthetic form. Concord focusses on
bringing lighting solutions to meet the needs of architects
and lighting designers.
The operating performance of the Sylvania business has
been steady, delivering stable results even in difficult market
conditions. We have been focussed on profitability, cash
generation and debt reduction in this business, despite the
prevailing forex volatility. Continuous deleveraging of the
business is in continuation to the refinancing of the debt
initiative started two years back, and we have also introduced
receivable financing in Sylvania, leading to significant
improvement in the financial profile.
We see this business continuing to remain stable, with a
positive bias, as we further strengthen the balance sheet
quality by more deleveraging of the business.
The technological shift from CFL to LED has been quite
smooth as we already had the fixtures portfolio in Europe,
which ensures that we are well placed to address the market
shift towards LED. Also, the lighting component is replaceable,
giving us an added advantage.
OPPORTUNITIES
I.
II.
Business Review
Management Discussion
and Analysis
Directors Report
Corporate Governance
Report
Financial Statements
THREATS
I.
Macroeconomic Scenario
performed better.
II.
III. Competition
Board
of
Directors
Audit
Committee
and opportunities.
Enterprise
Risk
Management
Committee
the Company.
A
structured
management
risk
to
management
take
calibrated
system
risks.
permits
This
the
system
Sub Audit
Committee
identified in a structured manner at two levels. The bottomup approach is conducted through workshops with respective
32nd Annual Report 2014-15
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77
Assurance Framework
Statutory Audit
External
Assurance
Secretarial Audit
Cost Audit
Product Quality Assurance / Process
Standardisation Certification Audit
(BEE, ISO, OHSAS, ISI etc.)
Internal
Audit
Management
Review
78
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Disclaimer Clause:
Statements in the Management Discussion and Analysis Report
describing the Companys objectives, projections, estimates,
79
Corporate
Governance
Report
80
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Management Discussion
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ON
CODE
THE
2. BOARD OF DIRECTORS
COMPOSITION AND CATEGORY OF DIRECTORS
The Board of directors of the Company has an optimum
combination of executive and non-executive directors
with one woman director and not less than fifty percent of
the board of directors comprising non-executive directors.
The Chairman of the Board is an executive director with
half of the Board comprising of independent directors.
2.
3.
4.
EXECUTIVE DIRECTORS
Shri Qimat Rai Gupta*
(Chairman and Managing Director)
Shri Anil Rai Gupta**
(Chairman and Managing Director)
Shri Ameet Kumar Gupta$
(Whole-time Director)
Shri Rajesh Gupta
(Director(Finance) and Group CFO)
Directorship(s)1/
Committee2
Membership(s)/
Chairmanship(s) in Other
Companies
Attendance
in Board
Meetings
(No. of Board
Meeting(s)
held during
FY 2014-15: 10)
Attendance in
last AGM
(AGM for
FY 2014 was
held on
9th July, 2014)
Committee
Membership(s)
1.
Category
Directorship(s)
S. Director
No.
Financial Statements
OF
Corporate Governance
Report
Committee
Chairmanship(s)
Business Review
Non-Independent*
4*
Nil
Nil
4*
Yes*
Non-Independent
10
Yes
Non-Independent
Nil
Non-Independent
Nil
Nil
Nil
10
Yes
81
NON-EXECUTIVE DIRECTORS
Shri Surjit Gupta
Shri Sunil Behari Mathur
Shri Avinash Parkash Gandhi
Shri Vijay Kumar Chopra
Shri Surender Kumar Tuteja
Dr. Adarsh Kishore
Smt. Pratima Ram #
Shri Puneet Bhatia @
Shri T. V. Mohandas Pai @
Non-Independent
Independent
Independent
Independent
Independent
Independent
Independent
Non-Independent
Non-Independent
6
9
7
9
9
1
4
3
Nil
1
4
3
5
5
Nil
2
2
Nil
Committee
Chairmanship(s)
Directorship(s)1/
Committee2
Membership(s)/
Chairmanship(s) in Other
Companies
Committee
Membership(s)
5.
6.
7.
8.
9.
10.
11.
12.
13.
Category
Directorship(s)
S. Director
No.
1
1
3
3
5
1
Nil
Nil
Nil
Attendance
in Board
Meetings
(No. of Board
Meeting(s)
held during
FY 2014-15: 10)
10
6
9
10
10
9
7
2
3
Attendance in
last AGM
(AGM for
FY 2014 was
held on
9th July, 2014)
Yes
Yes
No
Yes
Yes
No
-
Ceased to be Director effective 7th November, 2014 on his demise. His membership/chairmanship on the Board and Committees of public
companies and shareholding is as on the date of cessation.
** Designated as the Chairman and Managing Director of the Company w.e.f. 13th November, 2014
$
Appointed as an Additional Director w.e.f. 22nd December, 2014 and Whole-time Director of the Company w.e.f. 1st January, 2015
#
Appointed as an Additional Director w.e.f. 28th July, 2014
@
Appointed as Non-Executive Non-Independent Director of the Company w.e.f. 22nd December, 2014
Notes:
1. Excludes Directorships in Private Limited Companies, Foreign Companies, Companies under section 8 of the Companies Act, 2013 and
Havells India Limited.
2. Committees considered for the purpose are those prescribed under explanation to clause 49(II)(D)(2)(ii) of the Listing Agreement viz. Audit
Committee and Stakeholders Relationship Committee of Indian public limited companies excluding Havells India Limited.
82
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Financial Statements
Noida, May 11, 2015
83
AUDIT
COMMITTEE
NOMINATION
STAKECORPORATE
ENTERPRISES
AND
HOLDERS
SOCIAL
RISK
REMUNERATION RELATIONSHIP/ RESPONSIBILITY MANAGEMENT
COMMITTEE
GRIEVANCE
COMMITTEE
COMMITTEE
REDRESSAL
COMMITTEE
SHARE
ALLOTMENT
AND
TRANSFER
COMMITTEE
FINANCE
COMMITTEE
As at the end of last financial year on 31st March, 2015, there are 7 (Seven) Committees of the Board of Directors of the Company.
A. AUDIT COMMITTEE
I.
TERMS OF REFERENCE
The terms of reference of the Audit Committee are
as defined under the relevant provisions of Section
177 of the Companies Act, 2013 as in force (with
effect from the notification of the Companies Act,
2013, governing provisions are contained under
section 177 in place of erstwhile section 292A of the
Companies Act, 1956) and clause 49 of the Listing
Agreement with stock exchanges.
The Committee has extensive powers and has
access to all requisite information of the Company.
The role of the Audit Committee includes:
Recommendation
for
appointment,
remuneration and terms of appointment of
auditors of the company.
inter-corporate
loans
and
84
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Name
Chairman
II.
Member
Member
Designation
1.
Independent
Chairman
2.
Independent
Member
3.
Independent
Member
4.
Non-Independent Member
S. Name
No.
Financial Statements
Corporate Governance
Report
II.
S. Name
No.
Category
Designation
1.
Chairman
2.
Independent
Member
3.
Independent
Member
4.
Non-Independent Member
85
Designation
Chairman
Member
Member
Member
V.
REMUNERATION OF DIRECTORS
The remuneration to the Managing Director(s) and
Whole-time Director(s) is paid on the scale determined
by the Nomination and Remuneration Committee
within the limits approved by the Shareholders
at the General Meeting. The Non-Executive
Directors, except for promoter director, are entitled
to sitting fees for attending meetings of the Board,
its Committees and the Shareholders. The NonExecutive Independent Directors are also paid an
annual commission of ` 5 lakhs per annum in addition
to the fee payable to such Directors for attending
the Board and other meetings or reimbursement of
expenses, if any.
Meetings
Attended
(No. of Meeting(s)
held : 6)
6
6
6
6
Details of remuneration/ sitting fees paid to Directors during the FY 2014-15 is given below:
S. Name of Directors
No.
1.
Shri Qimat Rai Gupta*
(Chairman and Managing Director)
2.
Shri Anil Rai Gupta**
(Chairman and Managing Director)
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
*
Service Term
01-04-2014 to
31-03-2019
01-04-2014 to
31-03-2019
01-01-2015 to
31-12-2019
01-04-2010 to
31-03-2015
-
No. of shares
held
1,35,84,000*
(` in Lakhs)
Sitting Salary & Commission
Total
Fee (A) Perks (B)
(C) (A+B+C)
595.99
368.00* 963.99
1,73,39,740
237.64
588.00**
825.64
15,66,160
33.60
88.25$
121.85
12,22,255
191.19
333.00***
524.19
3,26,50,800
49,750
3.20
4.60
4.60
4.00
3.00
1.60
0.40
0.20
5.00^
5.00^
5.00^
5.00^
5.00^
5.00^
-
Ceased to be Chairman and Managing Director w.e.f. 7th November, 2014. Details of remuneration are given upto the date of cessation. As per
the approved terms, Shri Qimat Rai Gupta was entitled to receive Commission @ 1.00% of the profit before tax for the financial year ended
2014-15. His shareholding is in the process of transmission to Smt. Vinod Gupta (spouse).
** Shri Anil Rai Gupta (Joint Managing Director) was designated as the Chairman and Managing Director w.e.f. 13th November, 2014. Subject
to the approval of shareholders, the Board upon the recommendation of the Nomination and Remuneration Committee has approved the
payment of Commission @ 1.25% of the profit before tax, to Shri Anil Rai Gupta w.e.f. 1st January, 2015. Prior to that, i.e. from 1st April, 2014
to 31st December, 2014, Shri Anil Rai Gupta, is entitled to receive Commission @ 0.75% of the profit before tax.
$
Appointed as Whole-time Director w.e.f. 1st January, 2015. Subject to the approval of shareholders, the Board upon the recommendation
of the Nomination and Remuneration Committee has approved the payment of Commission @ 0.50% of the profit before tax, to Shri Ameet
Kumar Gupta w.e.f. 1st January, 2015.
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*** As per the approved terms, Shri Rajesh Gupta is entitled to receive Commission @ 0.50% of the profit before tax for the financial year ended
2014-15.
Under the Havells Long Term Incentive Plan of the Company, 5,740 Equity shares of ` 1/- each of the Company have been transferred from
the Havells Employees Welfare Trust to the demat account of Shri Rajesh Gupta, on 8th May, 2015, upon exercise of his vested Options for
FY 2012-13. Further, Shri Rajesh Gupta is also entitled to be allotted 11,549 Equity shares of ` 1/- each of the Company upon exercise of
11,549 Shares Granted to him under the Plan for the FY 2014-15.
In terms of Shareholders approval dated 9th June, 2014, all the Non-Executive Independent Directors of the Company are entitled for a
commission of Rs. 5 lakhs per annum w.e.f. 1st April, 2013.
S.
No.
1.
2.
3.
4.
Name
Category
Designation
Independent
Independent
Non-Executive
Executive
Chairman
Member
Member
Member
Designation
Chairman
Member
Member
Member
GRIEVANCE
Meetings
Attended (No.
of Meeting(s)
held : 4)
3
4
4
4
COMPLIANCE OFFICER
Shri Sanjay Kumar Gupta, Company Secretary
is the Compliance Officer under clause 47 of the
Listing Agreement.
D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
I.
87
S. Name
No.
1. Shri Surender Kumar
Tuteja
2. Shri Avinash Parkash
Gandhi*
3. Dr. Adarsh Kishore@
4. Shri Anil Rai Gupta
5. Shri Rajesh Gupta
Category
Designation
Independent
Chairman
Independent
Member
Independent
Executive
Executive
Member
Member
Member
S. Name
No.
Category
Designation
1.
Independent
Chairman
2.
Independent
Member
3.
Executive
Member
4.
Executive
Member
Designation
Chairman
Designation
Chairman
Member
Member
Member
E.
Member
Member
F.
2
1
Meetings
Attended (No.
of Meeting(s)
held : 2)
Meeting
Attended (No.
of Meeting
held : 1)
II.
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Management Discussion
and Analysis
Directors Report
Name
Category
Designation
Non-Executive
Executive
Executive
Chairman
Member
Member
I.
Resolved
Dividend
Annual Report
Transfer of Shares
Non receipt of shares of
` 1/- each consequent
upon Sub-division of
Shares
Communication
required in Physical
form instead of
Electronic Form
Total
2
1
1
2
2
1
1
2
Max. period
of Reply
(in days)
2
1
2
1
II.
Financial Statements
G. FINANCE COMMITTEE
Nature of Grievance
Corporate Governance
Report
S. Name
No.
Category
Designation
1.
Non-Executive
Chairman
2.
Executive
Member
3.
Executive
Member
MANAGEMENT
The detailed Management Discussion and Analysis (MDA) Report forms an integral part of this Annual Report.
4.
Type of Meeting
Place
YEAR 2012-2013
Annual General Meeting 16th July, 2012
03.00 pm
YEAR 2013-2014
Annual General Meeting 5th July, 2013
10.00 am
YEAR 2014-2015
Annual General Meeting 9th July, 2014
10.00 am
89
(I)
ACCEPTANCE OF DEPOSITS FROM MEMBERS AND/OR PUBLIC UNDER SECTION 73 AND 76 OF THE COMPANIES
ACT, 2013
Total No. of shareholders to whom Postal Ballot Form(s) were sent: 27814
Particulars
Physical
(a)
(b)
(c)
(d)
(e)
(f)
Electronic
Total
70
396
466
2,06,95,203
8,74,16,769
10,81,11,972
2,06,95,203
87,416,769
10,81,11,972
2,03,71,973
8,03,99,542
10,07,71,515
3,23,230
70,17,227
73,40,457
Physical
Electronic
Total
70
397
467
2,06,95,203
8,78,82,935
10,85,78,138
(II) LIMITS OF BORROWINGS UNDER SECTION 180(1)(c) OF THE COMPANIES ACT, 2013
Total No. of shareholders to whom Postal Ballot Form(s) were sent: 27814
Particulars
(a)
(b)
(c)
(d)
2,06,95,203
8,78,82,935
10,85,78,138
(e)
2,06,95,203
8,78,81,413
10,85,76,616
(f)
1,522
1,522
(III) PROVIDING SECURITY UNDER SECTION 180(1)(a) OF THE COMPANIES ACT, 2013 IN CONNECTION WITH
BORROWINGS OF THE COMPANY
Total No. of shareholders to whom Postal Ballot Form(s) were sent: 27814
Particulars
Physical
(a)
(b)
(c)
(d)
(e)
(f)
Electronic
Total
70
394
464
2,06,95,203
8,78,82,742
10,85,77,945
2,06,95,203
8,78,82,742
10,85,77,945
2,06,95,203
8,78,81,469
10,85,76,672
1,273
1,273
90
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(IV) TRANSACTIONS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013
Total No. of shareholders to whom Postal Ballot Form(s) were sent: 27814
Particulars
(a) Total postal ballot forms received
(b) Total number of votes casted
(c) Less: Invalid no. of votes casted
(d) Valid no. of votes casted (Net)
(e) Total no. of votes with assent for the Resolution
(f) Total no. of votes with dissent for the Resolution
Physical
70
2,06,95,203
0
2,06,95,203
2,03,71,973
3,23,230
Electronic
376
1,08,88,304
0
1,08,88,304
39,08,427
69,79,877
Total
446
3,15,83,507
0
3,15,83,507
2,42,80,400
73,03,107
(V) PAYMENT OF COMMISSION TO NON-EXECUTIVE INDEPENDENT DIRECTORS UNDER SECTION 197 OF THE
COMPANIES ACT, 2013
Total No. of shareholders to whom Postal Ballot Form(s) were sent: 27814
Particulars
(a) Total postal ballot forms received
(b) Total number of votes casted
(c) Less: Invalid no. of votes casted
(d) Valid no. of votes casted (Net)
(e) Total no. of votes with assent for the Resolution
(f) Total no. of votes with dissent for the Resolution
Physical
70
2,06,95,203
0
2,06,95,203
2,06,95,203
0
Electronic
391
8,78,81,136
0
8,78,81,136
8,78,78,676
2,460
Total
461
10,85,76,339
0
10,85,76,339
10,85,73,879
2,460
(VI) VARIATION IN TERMS OF REMUNERATION OF SHRI QIMAT RAI GUPTA, CHAIRMAN AND MANAGING
DIRECTOR OF THE COMPANY UNDER SECTIONS 196, 197, 198 AND 203 READ WITH SCHEDULE V OF THE
COMPANIES ACT, 2013
Total No. of shareholders to whom Postal Ballot Form(s) were sent: 27814
Particulars
(a) Total postal ballot forms received
(b) Total number of votes casted
(c) Less: Invalid no. of votes casted
(d) Valid no. of votes casted (Net)
(e) Total no. of votes with assent for the Resolution
(f) Total no. of votes with dissent for the Resolution
Physical
70
2,06,95,203
0
2,06,95,203
2,06,95,203
0
Electronic
387
7,06,96,107
0
7,06,96,107
7,06,95,340
767
Total
457
9,13,91,310
0
9,13,91,310
9,13,90,543
767
(VII) AMENDMENT TO THE HAVELLS EMPLOYEES STOCK OPTION PLAN 2013 TO INCLUDE PART B HAVELLS
EMPLOYEES STOCK PURCHASE PLAN 2014 AND TO RENAME IT AS HAVELLS EMPLOYEES LONG TERM
INCENTIVE PLAN 2014 AND RELATED MODIFICATIONS THERETO
Total No. of shareholders to whom Postal Ballot Form(s) were sent: 27814
Particulars
(a) Total postal ballot forms received
(b) Total number of votes casted
(c) Less: Invalid no. of votes casted
(d) Valid no. of votes casted (Net)
(e) Total no. of votes with assent for the Resolution
(f) Total no. of votes with dissent for the Resolution
Physical
70
2,06,95,203
0
2,06,95,203
2,01,39,053
5,56,150
Electronic
395
8,78,81,199
0
8,78,81,199
7,97,63,035
81,18,164
Total
465
10,85,76,402
0
10,85,76,402
9,99,02,088
86,74,314
91
(I)
SUB DIVISION OF EACH EQUITY SHARE OF ` 5/- EACH INTO 5 EQUITY SHARES OF ` 1/- EACH:
Total No. of shareholders to whom Postal Ballot Form(s) were sent: 28955
Particulars
Physical
Electronic
Total
103
362
465
1,04,28,708
9,25,60,595
10,29,89,303
(a)
(b)
(c)
(d)
1,04,28,708
9,25,60,595
10,29,89,303
(e)
1,04,28,708
9,25,60,397
10,29,89,105
(f)
198
198
Physical
Electronic
Total
Particulars
(a)
(b)
103
363
466
1,04,28,708
9,25,60,512
10,29,89,220
(c)
(d)
(e)
1,04,28,708
9,25,60,512
10,29,89,220
1,04,28,708
9,25,58,659
10,29,87,367
(f)
1853
1853
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6. MEANS OF COMMUNICATION
a) Financial Results
The quarterly/ half-yearly/ annual financial
results are published in Economic Times in
both English and Hindi Daily editions. The
financial results and the official news releases
are also placed on the Companys website
www.havells.com.
c)
(i)
Day : Monday
Date : 13th July, 2015
Time
: 10:00 am
93
ISIN
HAVELLS
INE176B01034 (Shares)
517354
Monthly high & low prices and volumes of the equity shares of your Company at The National Stock Exchange of India
Limited (Nifty) and BSE Limited (Sensex) during financial year 2014-15 are as under:
NSE
Period
Apr 2014
May 2014
Jun 2014
Jul 2014
Aug 2014*
Sep 2014
Oct 2014
Nov 2014
Dec 2014
Jan 2015
Feb 2015
Mar 2015
BSE
High
Low
962.70
991.00
1249.80
1295.25
1285.00
296.00
286.40
321.90
346.90
284.90
278.65
315.85
880.50
901.40
962.00
1151.55
245.40
242.05
256.10
278.85
250.00
256.10
240.05
270.05
Volume
(No. of shares)
45,11,005
43,86,455
75,40,524
55,53,461
1,59,06,768
4,21,99,747
2,10,36,231
2,25,78,225
11,18,98,785
3,94,49,361
3,80,18,508
3,49,36,387
High
Low
965.00
992.45
1242.05
1295.00
1285.00
296.00
286.20
324.00
346.15
285.00
278.70
315.65
881.00
901.15
967.80
1152.20
246.45
243.25
256.20
279.30
250.00
256.85
239.95
270.10
Volume
(No. of shares)
3,42,800
9,63,508
18,68,374
7,79,745
25,91,180
50,45,831
28,74,444
27,33,817
1,47,16,753
44,70,705
37,64,672
61,59,990
180
160
140
120
100
80
60
Havells Share
Price at NSE
40
20
Mar-15
Feb-15
Jan-15
Dec-14
Nov-14
Oct-14
Sep-14
Aug-14
Jul-14
Jun-14
May-14
Apr-14
Months
Note - The graph indicates monthly closing positions. Share prices and NSE Nifty are indexed to 100 as on 1st April, 2014. The positions
post Subdivision of Equity Shares from ` 5/- per share to ` 1/- per share w.e.f. 27th August, 2014 being the Record Date, have been adjusted
appropriately for graphical representation.
94
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200
180
160
140
120
100
80
60
40
20
0
Sensex
Mar-15
Feb-15
Jan-15
Dec-14
Nov-14
Oct-14
Sep-14
Aug-14
Jul-14
Jun-14
May-14
Havells Share
Price at BSE
Apr-14
The performance of your Companys stock relative to the BSE Sensitive Index (SENSEX) is given in the chart below:
Months
Note - The graph indicates monthly closing positions. Share prices and BSE Sensex are indexed to 100 as on 1st April, 2014. The positions
post Subdivision of Equity Shares from ` 5/- per share to ` 1/- per share w.e.f. 27th August, 2014 being the Record Date, have been adjusted
appropriately for graphical representation.
Shareholders
(Numbers)
% of Total
Shareholders
No. of Shares
Nominal Value
(in `)
% of Nominal
Value
69,857
1,057
376
117
59
36
71
183
71,756
97.35
1.47
0.53
0.16
0.08
0.05
0.10
0.26
100.00
1,94,27,001
80,11,071
56,27,192
28,85,121
21,26,838
16,42,229
51,64,151
57,96,04,432
62,44,88,035
1,94,27,001
80,11,071
56,27,192
28,85,121
21,26,838
16,42,229
51,64,151
57,96,04,432
62,44,88,035
3.11
1.28
0.90
0.46
0.34
0.27
0.83
92.81
100.00
% of Total Holding
38,49,57,920
61.64
1,50,28,203
2.41
95
Category
Bank, Financial Institutions
and Insurance Companies
FII
Others
Private Corporate Bodies
Indian Public
NRI/Foreign Bodies
GRAND TOTAL
No. of Shareholders
4
% of Total Holding
0.16
159
16,23,25,060
25.99
1,150
68,886
1,502
71,756
1,45,39,655
4,25,72,804
40,70,374
62,44,88,035
2.33
6.82
0.65
100.00
Flls,
25.99
Promoter,
61.64
List of Shareholders other than Promoters holding more than 1% as on 31st March, 2015
Sr. No.
1
2
3
4
5
6
Name of Shareholder
NALANDA INDIA EQUITY FUND LIMITED
GOVERNMENT PENSION FUND GLOBAL
CITIGROUP GLOBAL MARKETS MAURITIUS
LIMITED
SMALLCAP WORLD FUND, INC
FRANKLIN TEMPLETON INVESTMENT FUND
ICICI PRUDENTIAL MIP 25
TOTAL
% of Total Shareholding
5.29
3.48
3.17
1,60,48,000
90,97,292
71,60,029
10,68,90,945
2.57
1.46
1.15
17.12
Number of Shares
Percentage
Number of Shares
Percentage
62,12,89,335
99.49
62,00,88,960
99.36
NSDL
61,40,53,474
98.33
61,50,06,310
98.54
CDSL
72,35,861
1.16
50,82,650
0.81
31,98,700
0.51
40,14,795
0.64
62,44,88,035
100.00
62,41,03,755
100.00
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Physical
0.51%
NSDL
NSDL
98.33%
CDSL
Physical
(xv) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity
Unit / Plant
Switchgear Division
a. Domestic Switchgears
b. Industrial Switchgear
2.
3.
4.
5.
6.
7.
8.
Capacitors
PCB Assembly Line
Motor and Pumps
Cable Division
CFL / CMI / Lighting and Fixture
/ Water Heaters
Electrical Consumer
Durable Fan Division
Centre for Research &
Innovation (CRI)
Location Address
- Distt. Solan, Baddi, Himachal Pradesh
- Plot No. 2 and 2A, Sector - 12, SIDCUL Industrial Area, Haridwar, Uttarakhand
- 14/3, Mathura Road, Faridabad
- Plot No.6, Site - IV, Sahibabad Industrial Area, Sahibabad (U.P.)
Plot No.6, Site - IV, Sahibabad Industrial Area, Sahibabad (U.P.)
E-1, Sector-59, Noida 201307
SP-181 189 & 191(A) Industrial Area, Phase II, Neemrana, Alwar, Rajasthan
A/461-462, & SP 215, 204 & 204(A)Matsya Industrial Area, Alwar, Rajasthan
SP-181 189 & 191(A), Industrial Area, Phase II, Neemrana, Alwar, Rajasthan
Plot No. 2A, Sector - 10, SIDCUL Industrial Area, Haridwar, Uttarakhand
QRG Towers, 2D, Sector 126, Expressway, Noida (U.P.) 201304
97
Final
Final
Interim
Final
Final
Final
Final
Interim
Final
Dividend
Per Share
(`)
2.50/2.50/1.25/2.50/2.50/6.50/7.50/5.00/10.00/-
Date of
Declaration
11.07.2008
25.08.2009
28.01.2010
29.09.2010
01.08.2011
16.07.2012
05.07.2013
14.03.2014
09.07.2014
Due date of
transfer to
IEPF
17.08.2015
01.10.2016
06.03.2017
05.11.2017
07.09.2018
22.08.2019
11.08.2020
20.04.2021
15.08.2021
Dematerialisation of Shares
Equity Shares of the Company are under compulsory
demat trading segment. Considering the advantages
of scrip less trading, members are advised to consider
dematerialisation of their shareholding so as to avoid
inconvenience involved in the physical shares such
as mutilation, possibility of loss/misplacement, delay
in transit etc. and also to ensure safe and speedy
transaction in securities.
A separate communication in this regard was also sent
during the financial year to all those Shareholders of
the Company who have not yet dematerialized their
physical share certificates, outlining the procedure for
dematerialisation and benefits thereof.
Transfer / Transmission / Transposition of Shares
The Securities and Exchange Board of India (SEBI),
vide its Circular No. MRD/DoP/Cir-05/2009 dated
98
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Investors, therefore, are requested to furnish the selfattested copy of PAN card, at the time of sending the
physical share certificate(s) to the Company, for effecting
any of the above stated requests.
Nomination Facility
Provision of Section 72 of the Companies Act, 2013 read
with rule 19(1) of the rules made thereunder extends
nomination facility to individuals holding shares in the
99
CEOS/CFOS CERTIFICATE
TO WHOMSOEVER IT MAY CONCERN
We, Anil Rai Gupta, Chairman and Managing Director and Rajesh Gupta, Director (Finance) and Group CFO of Havells India
Limited, to the best of our knowledge and belief, certify that:
a.
We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2015 and that to the
best of our knowledge and belief:
i.
these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
ii.
these statements together present a true and fair view of the Companys affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
b.
There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Companys code of conduct.
c.
We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed, to the
auditors and the Audit Committee, wherever applicable, deficiencies in the design or operation of such internal controls, if
any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
d.
We have indicated to the auditors and the Audit Committee, wherever applicable,
i.
significant changes in internal control over financial reporting during the year;
ii.
significant changes in accounting policies during the year and that the same have been disclosed in the notes to the
financial statements; and
iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management
or any employee having a significant role in the Companys internal control system over financial reporting.
AUDITORS CERTIFICATE
To
The Members of Havells India Limited
We have examined the compliance of conditions of Corporate Governance by Havells India Limited, for the year ended on
31st March, 2015, as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchange(s).
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For S.R. Batliboi & Co. LLP
Chartered Accountants
Registration No. 301003E
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and Analysis
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Financial Statements
Standalone
Financial
Statements
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2.
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit;
(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books;
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement
with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under
section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of written representations received from the directors as on March 31st, 2015, and taken on record by the
Board of Directors, none of the directors is disqualified as on March 31st, 2015, from being appointed as a director in
terms of section 164 (2) of the Act;
(f)
With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i.
The Company has disclosed the impact of pending litigations on its financial position in its financial statements
Refer Note 30(A)(a),(d),(e) and 30(D) to the financial statements;
ii.
The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company
Annexure referred to in paragraph 1 under the heading Report on other legal and regulatory requirements of our report
of even date
Re: Havells India Limited (the Company)
(i)
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
fixed assets.
(b) All fixed assets were physically verified by the management in the previous year in accordance with a planned
programme of verifying them once in two years which, in our opinion, is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies were noticed on such verification.
(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical
verification.
(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or
unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies
Act, 2013. Accordingly, provisions of clauses 3(iii) (a) and (b) of the Order are not applicable to the Company and hence
not commented upon.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system
commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets
and for the sale of goods. The Companys activity does not involve any sale of services. During the course of our audit, we
have not observed any major weakness or continuing failure to correct any major weakness in the internal control system
of the Company in respect of these areas.
(v) The Company has not accepted any deposits from the public.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central
Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture
of electrical goods, and are of the opinion that prima facie, the prescribed accounts and records have been made and
maintained. We have not, however, made a detailed examination of the same.
(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including
provident fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty,
value added tax, cess and other material statutory dues applicable to it.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident
fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, value
added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six
months from the date they became payable.
(c) According to the records of the Company, the dues outstanding as on March 31st, 2015 of income-tax, sales-tax,
wealth-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows.
Amount
(` in
crores)
5.33
27.64
10.85
17.32
5.54
Period to which
the amount
relates
AY 2004-05
to
AY 2008-09
AY 2004-05
to
AY 2011-12
FY 2004-05
to
FY 2009-10
FY 2004-05
to
FY 2012-13
FY 2009-10
to
FY 2013-14
104
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Amount
(` in
crores)
0.19
Period to which
the amount
relates
FY 2007-08
10.12
FY 2011-12
2.28
FY2007-08
to
FY 2011-12
FY2007-08
to
FY 2010-11
FY2007-08
to
FY 2010-11
FY 2007-08
to
FY 2014-15
FY 2010-11
to
FY 2014-15
October, 2009
to
March, 2015
FY 2013-14
to
FY 2014-15
0.37
0.39
1.07
West Bengal Entry Tax Act, Demand of entry tax in the state of
2012
West Bengal on purchase of few
items.
Corporate Governance
Report
4.75
2.22
2.98
Financial Statements
Commissioner (Appeals)
Special Commissioner (Appeals)
Tribunal (Commercial Tax)
(d) According to the information and explanations given to us, the amount required to be transferred to investor education
and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made
thereunder has been transferred to such fund within time.
(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current
and immediately preceding financial year.
(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion
that the Company has not defaulted in repayment of dues to banks. The Company did not have any outstanding dues in
respect of a financial institution or debenture holders during the year.
(x) According to the information and explanations given to us, the Company has given guarantee for loans taken by its wholly
owned subsidiaries from banks and financial institutions, the terms and conditions whereof, in our opinion, are not prima
facie prejudicial to the interest of the Company.
(xi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for
which the loans were obtained.
(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements
and as per the information and explanations given by the management, we report that no fraud on or by the Company has
been noticed or reported during the year.
For S.R. Batliboi & CO. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E
Balance Sheet
as at March 31, 2015
(` in Crores)
Notes
I
II
As at
March 31, 2015
As at
March 31, 2014
Shareholders funds
Share capital
Reserves and surplus
2
3
62.44
2,313.35
2,375.79
62.39
2,067.46
2,129.85
2.
Non-current liabilities
Long-term borrowings
Deferred tax liabilities (net)
Other long-term liabilities
Long-term provisions
4
5
6
7
41.73
43.37
1.36
4.78
91.24
143.08
51.74
40.30
2.26
237.38
3.
Current liabilities
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
8
9
10
11
394.52
463.71
323.59
1,181.82
3,648.85
12.37
449.52
337.19
231.79
1,030.87
3,398.10
976.60
8.59
22.13
1,011.76
46.77
175.38
2,241.23
897.08
9.20
27.78
882.52
71.16
0.37
1,888.11
689.72
132.51
522.34
41.11
21.94
1,407.62
3,648.85
682.71
136.49
626.14
44.92
19.73
1,509.99
3,398.10
Total
ASSETS
1. Non-current assets
Fixed assets
Tangible assets
Intangible assets
Capital work-in-progress
Non-current investments
Long-term loans and advances
Other non-current assets
12
13
14
15
2. Current assets
Inventories
Trade receivables
Cash and bank balances
Short-term loans and advances
Other current assets
16
17
18
19
20
Total
Summary of significant accounting policies
Contingent liabilities and commitments
Other notes on accounts
1
30
31
Rajesh Gupta
Surjit Gupta
Director (Finance) Director
and Group CFO
DIN: 00002810
DIN: 00002842
Sanjay Gupta
Company
Secretary
Sanjay Johri
Deputy Vice President
(Finance)
Business Review
Directors Report
Management Discussion
and Analysis
Corporate Governance
Report
Financial Statements
(` in Crores)
Notes
I
21
22
Total Revenue
IV
5,557.79
5,031.11
319.10
311.42
5,238.69
4,719.69
52.21
44.06
5,290.90
4,763.75
EXPENSES
Cost of materials consumed
23
2,784.51
2,546.21
24
399.20
359.69
25
(5.29)
(4.19)
26
312.72
247.48
Finance costs
27
17.57
26.93
28
87.51
63.63
Other expenses
29
Total Expense
III
Year ended
March 31, 2014
INCOME
Revenue from operations (gross)
II
Year ended
March 31, 2015
1,048.43
928.90
4,644.65
4,168.65
646.25
595.10
188.29
136.99
(10.42)
Tax expenses
Current tax
MAT credit entitlement
Income tax for earlier years
(0.37)
0.00
Deferred tax
(6.61)
(10.16)
181.31
116.41
464.94
478.69
VI
7.67
7.45
7.67
Basic (`)
Diluted (`)
Summary of significant accounting policies
30
31
Rajesh Gupta
Surjit Gupta
Director (Finance) Director
and Group CFO
DIN: 00002810
DIN: 00002842
Sanjay Gupta
Company
Secretary
Sanjay Johri
Deputy Vice President
(Finance)
(` in Crores)
A.
B.
C.
Year ended
March 31, 2015
Year ended
March 31, 2014
646.25
595.10
87.51
1.56
1.93
0.93
(34.59)
11.72
(2.98)
(1.30)
711.03
63.63
6.03
8.78
2.58
(26.79)
13.54
(5.12)
(0.97)
656.78
4.88
(17.35)
2.05
(7.01)
(55.15)
112.46
750.91
(150.47)
600.44
(8.64)
(4.60)
(1.64)
(19.68)
43.29
98.78
764.29
(111.76)
652.53
(168.88)
4.72
(750.35)
(91.94)
0.75
(420.00)
402.78
195.00
(129.33)
0.09
1.41
30.78
(608.78)
(76.49)
(14.11)
1.85
21.00
(383.94)
0.05
9.86
(103.01)
0.02
62.95
12.37
(12.37)
(17.09)
(146.03)
(268.59)
(276.93)
399.70
1.01
(8.28)
(182.55)
(115.49)
153.10
245.91
0.69
123.78
399.70
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Notes :
1. The above Cash flow statement has been prepared under the Indirect Method as set out in Accounting Standard-3,
Cash Flow Statements.
2. Components of cash and cash equivalents:(` in Crores)
Year ended
Year ended
March 31, 2015
March 31, 2014
(a) Cash and cash equivalents
Balances with banks:
Current accounts
12.30
2.47
Cash credit accounts
55.79
94.46
Bank accounts held by ESOP Trust
2.74
Fixed Deposits having a maturity period of less than three
55.65
300.00
months
Cash in hand
0.04
0.03
123.78
399.70
(b) Other bank balances
Unpaid dividend account
0.99
1.44
Fixed Deposits account having a maturity period of more than three
397.57
225.00
months
398.56
226.44
Total
522.34
626.14
As per our report of even date
Rajesh Gupta
Surjit Gupta
Director (Finance) Director
and Group CFO
DIN: 00002810
DIN: 00002842
Sanjay Gupta
Company
Secretary
Sanjay Johri
Deputy Vice President
(Finance)
CORPORATE INFORMATION
Havells India Limited (the Company) is a public limited Company domiciled in India and incorporated under the provisions of
the Companies Act, 1956. The Company is listed on BSE Limited and National Stock Exchange of India Limited. The Company is
electrical and power distribution equipment manufacturer with products ranging from Industrial and Domestic Circuit Protection
Switchgears, Cables, Motors, Pumps, Fans, Power Capacitors, CFL Lamps and Luminaries for Domestic, Commercial and
Industrial applications, Modular Switches, Water Heaters and Domestic Appliances covering the entire range of household,
commercial and industrial electrical needs. The Company alongwith its subsidiary companies owns some of the prestigious
global brands like Crabtree, Sylvania, Concord, Luminance, Linotile and Standard. The Companys manufacturing facilities are
located at Faridabad in Haryana, Alwar and Neemrana in Rajasthan, Haridwar in Uttarakhand, Sahibabad and Noida in Uttar
Pradesh and Baddi in Himachal Pradesh. The research and development facilities are located at Head office, Noida (Uttar
Pradesh) and at some of the units which have been approved by Department of Scientific & Industrial Research, Ministry of
Science & Technology, Government of India, New Delhi.
1
The financial statements of the Company have been prepared and presented in accordance with generally accepted
accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply with all
material respects with the accounting standards specified under section 133 of the Companies Act, 2013, read together
with Rule 7 of the Companies (Accounts) Rules, 2014. The financial statements have been prepared on an accrual basis
and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are
consistent with those of previous year except for the change in accounting policy explained below.
All assets and liabilities have been classified as current or non-current as per the Companys normal operating cycle and
other criteria set out in Schedule III of the Companies Act, 2013. Based on the nature of products and the time between
acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its
operating cycle as 12 months for the purpose of current / non-current classification of assets and liabilities.
(i)
From the current year, Schedule XIV of the Companies Act, 1956 has been replaced by Schedule II of the Companies
Act, 2013. Due to such change, depreciation is being provided as given below.
a)
Schedule II of the Companies Act, 2013 prescribes useful lives of the assets and the depreciation is being
provided on the straight line method as per their useful lives prescribed in Schedule II of the Companies Act,
2013. However, Schedule II allows companies to use higher / lower useful lives and residual values; if such useful
lives and residual values can be technically supported and justification for difference is disclosed in the financial
statements. The management believes that depreciation rates currently used fairly reflect its estimate of the useful
lives and residual values of fixed assets, though these rates in certain cases are different from lives prescribed
under Schedule II of the Companies Act, 2013. Unless stated otherwise,the impact of such change in policy for
the current year is likely to hold good for future years also.
b)
The depreciation on assets for a value not exceeding ` 5000/- which were written off in the year of purchase as
per erstwhile Companies Act, 1956, are being charged on the basis of their useful lives prescribed in the Schedule
II of the Companies Act, 2013.
Till 27th October, 2014, the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999, dealt with the grant of share-based payments to employees. Among other matters, these guidelines prescribed
accounting for grant of share-based payments to employees. Hence, the Company being a listed entity was required
to comply with these Guidelines as well as the Guidance Note on Accounting for Employee Share-based Payments
with regard to accounting for employee share-based payments. Particularly, in case of conflict between the two
requirements, the SEBI guidelines were prevailing over the ICAI Guidance Note. For example, in case of equity settled
option expiring unexercised after vesting, the SEBI guidelines required expense to be reversed through the statement
of profit and loss whereas the reversal of expense through the statement of profit and loss is prohibited under the ICAI
Guidance Note. In these cases, the Company was previously complying with the requirements of SEBI guidelines.
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From 28th October, 2014, the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 have been replaced by the SEBI (Share Based Employee Benefits) Regulations, 2014. The new regulations dont
contain any specific accounting treatment; rather, they require ICAI Guidance Note to be followed. Consequent to
the application of the new regulations, the Company has changed its accounting for equity settled option expiring
unexercised after vesting in line with accounting prescribed in the Guidance Note, i.e., expense is not reversed through
the statement of profit and loss. The management has decided to apply the revised accounting policy prospectively
from the date of notification of new regulation, i.e., 28th October, 2014.
Since there are no equity settled options expiring unexercised after 28th October, 2014, the change in accounting policy
did not have any material impact on financial statements of the Company for the current year.
The preparation of financial statements are in conformity with Indian GAAP requires the management to make judgments,
estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses during the reported
period. Although these estimates are based on the managements best knowledge of current events and actions, uncertainty
about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts
of assets, liabilities, revenue and expenses in future periods. Changes in estimates are reflected in the financial statements
in the period in which changes are made and if material, their effects are disclosed in notes to accounts.
a) Tangible assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.
The cost comprises of purchase price, taxes, duties, freight and other incidental expenses directly attributable and
related to acquisition and installation of the concerned assets and are further adjusted by the amount of CENVAT
credit, VAT credit availed and subsidy directly attributable to the cost of fixed asset, wherever applicable. Interest
and other borrowing costs during construction period to finance qualifying fixed assets is capitalised, if capitalisation
criteria are met.
b) Subsequent expenditure related to fixed assets is capitalised only if such expenditure results in an increase in the
future benefits from the existing assets beyond its previously assessed standard of performance. All other expenses on
existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts are charged
to the statement of profit and loss for the period during which such expenses are incurred.
c)
Capital work-in-progress comprises cost of fixed assets that are not yet ready for their intended use at the balance
sheet date and are carried at cost comprising direct cost, related incidental expenses, other directly attributable costs
and borrowing costs. The allocation of preoperative expenditure is done on the basis of prime cost of fixed assets in
the year of commencement of commercial production.
d)
Assets retired from active use and held for disposal are stated at the lower of their net book value or net realisable
value, and are shown separately. Any expected loss is recognised immediately in the statement of profit and loss.
e)
Gains or losses arising from disposal of tangible assets are measured as the difference between the net disposal
proceeds and the carrying amount of the assets and are recognised in the statement of profit and loss when the assets
are disposed off.
a)
Intangible assets including software licenses of enduring nature and contractual rights acquired separately are measured
on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated
amortisation and accumulated impairment losses, if any. Cost comprises the purchase price and any attributable cost
of bringing the asset to its working condition for its intended use.
b)
Research costs are expensed as incurred. Development expenditure incurred on an individual project is recognised as
an intangible asset when the Company can demonstrate all the following:
i)
The technical feasibility of completing the intangible asset so that it will be available for use or sale;
ii)
iii)
v)
The availability of adequate resources to complete the development and to use or sale the asset; and
vi) The ability to measure reliably the expenditure attributable to the intangible asset during development.
Following the initial recognition of the development expenditure as an asset, the cost model is applied requiring the
asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of
the asset begins when development is complete and the asset is available for use. It is amortized on straight line basis
over the estimated useful life.
Gains or losses arising from disposal of the intangible assets are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when the assets
are disposed off.
c)
a)
i)
Depreciation on fixed assets is provided on pro-rata basis on straight line method using the useful lives of assets
and in the manner prescribed in Schedule II of the Companies Act, 2013.
ii)
Dies and tools and mobile phones are depreciated over the estimated useful lives of 6 years and 3 years, respectively,
which are lower than those indicated in Schedule II. On the basis of technical assessement, management believes
that the useful lives as given above best represent the period over which the assets are expected to be used.
iii)
Lease hold improvements are depreciated on straight line basis over their initial agreement period.
iv) Leasehold land is amortised on a straight line basis over the unexpired period of their respective lease ranging
from 90-99 years.
b)
Intangible assets are amortised on a straight line basis over their estimated useful life of six years.
1.07 Investments
Investments, which are readily realisable and intended to be held for not more than one year from the date on which such
investments are made, are classified as current investments. All other investments are long term investments and classified
as non-current Investments.
On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable
acquisition charges such as brokerage, fees and duties.
Current investments are carried in the financial statements at lower of cost and fair value determined on an individual
investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognise
a decline other than temporary in the value of the long term investments, if any.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited
to the statement of profit and loss.
1.08 Inventories
a)
Basis of valuation:
i)
Inventories other than scrap materials are carried at lower of cost and net realisable value after providing cost
of obsolescence, if any. However, materials and other items held for use in the production of inventories are not
written down below cost if the finished products in which they will be incorporated are expected to be sold at or
above cost. The comparison of cost and net realisable value is made on an item-by-item basis.
ii)
Method of Valuation:
b)
i)
Cost of Inventories has been determined by using moving weighted average cost method and comprises all costs
of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs
incurred in bringing the inventories to their present location and condition.
ii)
Cost of finished goods and work-in-progress further includes direct labour and an appropriate share of fixed and
variable production overheads and excise duty as applicable. Fixed production overheads are allocated on the
basis of normal capacity of production facilities.
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iii) Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and estimated costs necessary to make the sale.
1.09 Foreign Currency Transactions
a)
Initial recognition
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the
exchange rate between the reporting currency and the foreign currency at the date of transaction.
b) Conversion
Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date.
Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported
using the exchange rate at the date of transaction.
Exchange differences
c)
Exchange differences arising on conversion/ settlement of foreign currency monetary items are recognised as income
or expense in the year in which they arise.
Forward exchange contracts entered into to hedge foreign currency risk of an existing asset/ liability
d)
The premium or discount arising at the inception of forward exchange contract is amortised and recognised as an
expense/ income over the life of the contract. Exchange differences on such contracts are recognised in the statement
of profit and loss in the period in which the exchange rates changes. Any profit or loss arising on cancellation or
renewal of such forward exchange contract is also recognised as income or expense for the period.
Grants and subsidies from the government are recognised when there is reasonable assurance that
(a) the Company will comply with the conditions attached to them; and
When the grant or subsidy relates to revenue, it is recognised as income on a systematic basis in the statement of profit
and loss over the periods necessary to match them with the related costs, which they are intended to compensate.
Where the grant relates to a fixed asset, the same is adjusted from the cost of the respective asset.
The employees Gratuity Fund Scheme, which is defined benefit plan, is managed by Trust maintained with Life
Insurance Corporation of India (LIC) and Bajaj Allianz Life Insurance Company Limited. The liabilities with respect to
Gratuity Plan are determined by actuarial valuation on projected unit credit method on the balance sheet date, based
upon which the Company contributes to the Group Gratuity Scheme. The difference, if any, between the actuarial
valuation of the gratuity of employees at the year end and the balance of funds with Life Insurance Corporation of India
and Bajaj Allianz Life insurance Company Limited is provided for as assets/ (liability) in the books. Actuarial gains/
(losses) for defined benefit plans are recognised in full and are immediately taken to the statement of profit and loss
and are not deferred.
Provident fund
b)
Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to provident fund
are made in accordance with the relevant scheme and are charged to the statement of profit and loss for the year
when contribution are due. The Company has no obligation, other than the contribution payable to the provident fund.
The Company recongnises contribution payable to the provident fund scheme as an expenditure, when an employee
renders the related services.
Leave encashment
c)
Leave encashment is provided on the basis of earned leave standing to the credit of the employees and the same is
discharged by the Company by the year end.
Employees (including senior executives) of the Company receive remuneration in the form of share based payment
transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions).
In accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
and the Guidance Note on Accounting for Employee Share-based Payments, the cost of equity-settled transactions is
measured using the intrinsic value method. The cumulative expense recognized for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting period has expired and the Companys best
estimate of the number of equity instruments that will ultimately vest. The expense or credit recognized in the statement
of profit and loss for a period represents the movement in cumulative expense recognized as at the beginning and end of
that period and is recognized in employee benefits expense.
Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense
as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for
any modification that increases the total intrinsic value of the share-based payment transaction, or is otherwise beneficial
to the employee as measured at the date of modification.
The Employee stock option scheme is administered through Havells Employee Welfare Trust.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue
can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
a)
Sale of goods
Revenue from sale of goods is recognised when all the significant risks and rewards of ownership of the goods have
been passed to the buyer and no significant uncertainty exists regarding the amount of consideration that will be
derived from the sale of goods. Sales are recorded net of returns and trade discount. The Company collects sales tax
and value added tax (VAT) on behalf of the Government and, therefore, these are not economic benefits flowing to the
Company and hence are excluded from revenue. Excise duty is deducted from revenue (gross) to arrive at revenue
from operations (net). Sales do not include inter-divisional transfers.
Export incentives
b)
Export incentives under various schemes notified by the Government have been recognised on the basis of their
entitlement rates in accordance with the Foreign Trade Policy 2009-14 (FTP 2009-14). Benefits in respect of advance
licences are recognised when there is reasonable assurance that the Company will comply with the conditions attached
to them and incentive will be received.
c) Interest
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the applicable
interest rates.
d) Claims
Claims are recognised when there exists reasonable certainty with regard to the amounts to be realised and the
ultimate collection thereof.
Identification of segments
The Companys operating businesses are organised and managed separately according to the nature of products and
services provided, with each segment representing a strategic business unit that offers different products and serves
different markets. The analysis of geographical segments is based on the areas in which major operating divisions of the
Company operates.
Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total
common costs.
Unallocated items
Unallocated items include general corporate income and expense items which are not allocated to any business segment.
The Company prepares its segment information in conformity with the accounting policies adopted for preparing and
presenting the financial statements of the Company as a whole.
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Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period. The weighted average number of equity
shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share
split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without
a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effect of all
potentially dilutive equity shares.
Tax expense for the year comprises of current tax and deferred tax.
a)
Current Tax
i)
Current income tax is measured at the amount expected to be paid to taxation authorities in accordance with the
Income Tax Act, 1961 enacted in India by using tax rates and the tax laws that are enacted at the reporting date. The
Company is eligible for deduction under section 80-IC of Income Tax Act, 1961 in respect of income of units located in
Special Category of States.
ii) Minimum Alternate Tax (MAT) paid in a year is charged to the statement of profit and loss as current tax.
The Company recognises MAT credit available as an asset only to the extent that there is convincing evidence that
the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed
to be carried forward. In the year in which the Company recognises MAT credit as an asset in accordance with the
Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax
Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as MAT Credit
Entitlement under loans and advances. The Company reviews the MAT credit entitlement asset at each reporting
date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal
tax during the specified period.
b)
Deferred Tax
Deferred income tax reflect the impact of timing differences between taxable income and accounting income originating
during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax
rates and the tax laws those are enacted or substantively enacted at the reporting date.
Deferred tax liabilities are recognised for all taxable timing differences. Deferred tax assets are recognised and carried
forward only to the extent that there is reasonable certainty that sufficient future taxable income will be available against
which such deferred tax assets can be realised. In situations, where the Company has unabsorbed depreciation or
carry forward losses under tax laws, all deferred tax assets are recognised only to the extent that there is virtual
certainty supported by convincing evidence that they can be realised against future taxable profits.
Deferred tax assets and deferred tax liabilities are off-set, if a legally enforceable right exists to set-off current tax
assets against current tax liabilities, and the deferred tax assets and deferred tax liabilities relate to taxes on income
levied by the same governing taxation laws.
In the situations, where the Company is entitled to a tax holiday under the Income-tax Act, 1961, no deferred tax
asset/ (liability) is recognised in respect of timing differences which are reversible during the tax holiday period, to the
extent the Companys gross total income is subject to the deduction during the tax holiday period as per taxation laws.
Deferred tax, in respect of timing differences which are reversible after the tax holiday period, is recognised in the year
in which the timing differences originate. However, the Company restricts recognition of deferred tax assets to the
extent that it has become reasonably certain or virtually certain supported by convincing evidence, as the case may
be, that sufficient future taxable income will be available against which such deferred tax assets can be realised. For
recognition of deferred taxes, the timing differences which originate first are considered to reverse first.
The carrying amount of deferred tax assets are reviewed at each reporting date. The Company writes-down the carrying
amount of deferred tax asset to the extent that it is no longer virtually certain that sufficient future taxable income will
be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it
becomes virtually certain that sufficient future taxable income will be available.
The Company assesses at each reporting date, whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Company estimates the assets recoverable amount.
An assets recoverable amount is the higher of an assets or cash-generating units (CGU) net selling price and its value in
use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds
its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. In determining net selling price,
recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate
valuation model is used.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of
profit and loss. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining
useful life.
1.18 Leases
Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are
classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and loss
on a straight line basis over the lease term.
Borrowing cost includes interest and ancillary costs incurred in connection with the arrangement of borrowings and
exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the
interest cost.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective asset.
All other borrowing costs are recognised as expense in the period in which they occur.
A provision is recognised when the Company has a present obligation as a result of past event, it is probable that an outflow
of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of
the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best
estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and
adjusted to reflect the current best estimates.
Product warranty costs are accrued in the year of sale of products, based on past experience. The Company periodically
reviews the adequacy of product warranties and adjust warranty percentage and warranty provisions for actual experience,
if necessary. The timing of outflow is expected to be with in one to two years.
Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence
or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is
not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent
liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured
reliably. The Company does not recognise a contingent liability but discloses its existence in the financial statements.
Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term
investments with an original maturity of three months or less.
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Financial Statements
Notes on Accounts
for the year ended March 31, 2015
2
SHARE CAPITAL
(` in Crores)
a)
As at
March 31, 2015
As at
March 31, 2014
100.05
100.05
62.45
62.41
0.01
0.02
62.44
62.39
Authorized*
100,05,00,000 equity shares of ` 1/- each (Previous Year 20,01,00,000 equity
shares of ` 5/- each)
Issued, subscribed and fully paid-up*
62,44,88,035 equity shares of ` 1/- each (Previous Year 12,48,20,751 equity
shares of ` 5/- each)
Less: Investment held by ESOP Trust 1,30,225 equity shares of ` 1/- each
(Previous Year 45,653 equity shares of ` 5/- each))
62,43,57,810 equity shares of ` 1/- each (Previous Year 12,47,75,098
equity shares of ` 5/- each)
*Sub Division of Equity Shares
Pursuant to recommendation of the Board of Directors of the Company at its meeting held on 30th June, 2014 and
followed by approval of the members through postal ballot on 7th August, 2014, each equity share of the face value of
` 5/- fully paid up was sub-divided into 5 equity shares of ` 1/- each fully paid up.
b)
Reconciliation of the shares outstanding at the beginning and at the end of the year
(` in crores)
No. of shares
(` in crores)
12,47,74,812
62.39
62,41,03,755
62.41
3,84,280
0.04
45,939
0.02
62,44,88,035
62.45
12,48,20,751
62.41
1,30,225
0.01
45,653
0.02
62,43,57,810
62.44
12,47,75,098
62.39
c)
The Company has only one class of equity shares having a par value of ` 1/- per share (previous year ` 5/- per share).
Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees.
A final dividend of ` 3/- per share of ` 1/- each (previous year ` 10/- per share of ` 5/-each) has been recommended by the
Board subject to approval of shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.
d)
Details of shareholders holding more than 5% shares in the Company is set out below (representing legal and
beneficial ownership):
March 31, 2015
No. of shares
Face Value of ` 1/6,63,54,240
% holding
No. of shares
Face Value of ` 5/10.63
37,34,960
3,26,50,800
18,98,58,880
6,87,41,660
3,30,44,930
5.23
30.40
11.01
5.29
95,35,888
65,30,160
3,79,71,776
1,37,48,332
66,08,986
% holding
2.99
7.64
5.23
30.43
11.01
5.29
*Shareholding of Smt. Vinod Gupta includes 1,33,20,000 Equity shares of ` 1/- each ( Previous Year 26,64,000 equity shares of ` 5/- each held by
Shri Qimat Rai Gupta) for and behalf of M/s Guptajee & Company, a firm in which she is a partner and 1,35,84,000 equity shares as a legal heir
which are under process of transmission.
e)
90,550 Equity shares of ` 1/- each ( Previous Year 39,345 equity shares of ` 5/- each) are reserved for the issue under
Employees Stock Option Plan (ESOP) of the Company. {refer note no. 31(10)(a)}
f)
Aggregate number of shares issued as fully paid up pursuant to contract without payment being received in cash or
by way of bonus shares during the period of five years immediately preceding the date of Balance Sheet:
31,19,37,030
6,23,87,406
2,33,130
286
a)
b)
Capital Reserve
Securities Premium Account
As per the last balance sheet
Add: Addition on equity shares issued under ESOP /ESPP
Less: Investment held by ESOP Trust
c)
d)
e)
As at
March 31, 2015
7.61
As at
March 31, 2014
7.61
3.09
8.54
11.63
(1.75)
9.88
3.09
3.09
(3.07)
0.02
398.46
(398.46 )
-
630.79
46.50
677.29
184.33
398.46
48.00
630.79
1,429.04
(3.42)
1,217.43
-
464.94
1,890.56
478.69
1,696.12
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(` in Crores)
As at
March 31, 2015
As at
March 31, 2014
(187.35)
(62.41)
(124.82)
(38.14)
(46.50)
1,618.57
2,313.35
(0.03)
(31.82)
(48.00)
1,429.04
2,067.46
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
41.73
80.13
41.73
62.95
143.08
Appropriations
Interim Dividend (previous year ` 5 /- per share of ` 5 /-each)
Proposed final equity dividend (per share ` 3 of ` 1/- each)
(previous year ` 10/- per share of ` 5/- each)
Dividend for previous year
Corporate dividend tax
Transfer to general reserve
Net surplus in the statement of profit and loss
Total Reserves and Surplus
4
a)
External commercial borrowing is from HSBC Bank (Mauritius) Limited. The said loan is repayable in 12 equal quarterly
instalments of ` 10.43 crores (USD 1,666,667) starting from 26th April, 2014 carrying an interest rate of LIBOR + 195 bps per
annum, and is secured by way of :-
i)
first charge on movable fixed assets acquired out of the said loan and
ii)
equitable mortgage over land and building situated at Plot no. 2A, sector 10, BHEL Industrial Estate, Haridwar,
Uttarakhand.
b)
Current maturities of long-term borrowings is ` 41.73 crores (Previous Year ` 40.07 crores)
c)
Deposit from public are in respect of dealers for the amount payable under QRG Growth incentive Scheme, out of which a
sum of ` 52.67 crores has been invested in Mutual Fund on behalf of dealers, ` 1.06 crores has been paid to dealers and
remaining amount of ` 9.22 crores has been transferred to current liabilities under sales incentive payable.
As at
March 31, 2015
As at
March 31, 2014
83.08
2.48
85.56
79.42
0.58
80.00
9.39
6.76
26.29
6.51
42.19
16.53
4.97
28.26
43.37
(1.76)
51.74
-
(6.61)
(10.16)
(` in Crores)
As at
March 31, 2014
2.26
2.26
As at
March 31, 2015
-
(` in Crores)
As at
March 31, 2014
12.37
12.37
As at
March 31, 2015
394.52
394.52
(` in Crores)
As at
March 31, 2014
449.52
449.52
TRADE PAYABLES
Trade payables
As at
March 31, 2015
4.78
4.78
(` in Crores)
As at
March 31, 2014
1.36
34.78
4.16
40.30
As at
March 31, 2015
0.72
0.64
1.36
a)
Trade payables include acceptances of ` 25.83 crores (previous year ` 22.65 crores).
b)
Trade payables include ` 18.51 crores due to subsidiary companies (previous year ` 13.27 crores) {refer note no. 31(13)(c)}
c)
Information as required to be furnished as per section 22 of the Micro, Small and Medium Enterprises Development
Act, 2006 (MSMED Act) for the period ended 31st March, 2015 is given below. This information has been determined
to the extent such parties have been identified on the basis of information available with the Company.
(` in Crores)
As at
March 31, 2015
As at
March 31, 2014
3.99
-
5.76
0.01
0.27
0.01
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The total dues of Micro and Small Enterprises which were outstanding for more than stipulated period are ` Nil (Previous year
` 0.77 crores ) as on balance sheet date.
10 OTHER CURRENT LIABILITIES
(` in Crores)
As at
March 31, 2015
41.73
0.32
0.99
13.49
1.90
As at
March 31, 2014
40.07
1.53
1.44
7.92
0.98
120.57
25.25
9.53
12.12
47.40
69.69
120.72
463.71
57.95
22.02
6.58
4.21
10.99
44.98
42.00
96.52
337.19
a)
Investor Education and Protection Fund is being credited by the amount of unclaimed dividend after seven years from the
due date. The Company has transferred ` 0.03 crores (previous year ` 0.03 crores) out of unclaimed dividend pertaining
to the financial year 2006-07 to Investor Education and Protection Fund of Central Government in accordance with the
provisions of section 205C of the Companies Act,1956.
b)
The Company has made a provision of excise duty payable amounting to ` 12.12 crores (previous year ` 10.99 crores) on
stocks of finished goods and scrap material at the end of the year except units which are exempt from excise duty. Excise
duty is considered as an element of cost at the time of manufacture of goods.
c)
Other liabilities include expenses payable, bonus payable, retention money, liabilities towards banks for receivable buyout
facilities and other miscellaneous deposits.
i)
ii)
Other provisions
Product warranties {refer point (a)}
Litigations {refer point (b)}
Proposed equity dividend {refer point (c)}
Corporate dividend tax
Income Tax (net of advance tax and TDS)
Wealth Tax
As at
March 31, 2015
10.78
10.78
As at
March 31, 2014
4.76
4.76
48.16
13.69
187.35
38.14
25.41
0.06
312.81
323.59
39.19
7.39
124.82
21.21
34.36
0.06
227.03
231.79
a)
A provision is recognised for expected warranty claims and after sales services on products sold during the last one to two
years, based on past experience of the level of repairs and returns. It is expected that significant portion of these costs will
be incurred in the next financial year and all will have been incurred within two years after the reporting date. Assumptions
used to calculate the provisions for warranties were based on current sales levels and current information available about
returns based on one to two years warranty period for all products sold. The table below gives information about movement
in warranty provisions.
(` in Crores)
As at
March 31, 2015
As at
March 31, 2014
41.45
33.15
80.81
39.82
(69.32)
(31.52)
52.94
41.45
Current portion
48.16
39.19
4.78
2.26
i)
During the financial year 2010-11, the Central Excise Department, Jalandhar raised a penalty demand for ` 0.10 crores
(previous year ` 0.10 crores) towards differential excise duty on finished goods sold by the branches at higher selling
price. The Company is contesting the same before the Central Excise and Service Tax Appellate Tribunal (CESTAT).
A provision of ` 0.10 crores (previous year ` 0.10 crores) has been made towards the liability on this account.
ii)
The Company has challenged the constitutional validity of Entry Tax in Rajasthan, Himachal Pradesh, Orissa and West
Bengal before the Honble High Courts in respective states. During the year 2014-15, a provision of ` 6.32 crores
(previous year ` 5.13 crores) has been made on this account and the liability as on date is `13.51 crores (previous year
` 7.21 crores).
iii) During the financial year 2011-12, a demand of ` 0.21 crores (previous year Rs 0.21 crores) has been raised by the
Excise and Taxation officer, Jalandhar. The Company is contesting the same before the Deputy Excise & Taxation
Commissioner, Jalandhar Division. However, the Company expects the liability of ` 0.06 crores (previous year Rs 0.06
crores) on account of input tax credit on diesel and provision has been made accordingly.
iv) That a demand of ` 0.03 crores (previous year ` 0.03 crores) has been raised by the Income Tax Department for the
financial year 2003-04. The same is contested before the Honble Income Tax Appellate Tribunal. However, the Company
expects the liability of ` 0.02 crores (previous year ` 0.02 crores) and the provision has been made accordingly.
As at
March 31, 2014
7.39
3.28
6.32
5.13
(0.02)
(0.74)
(0.28)
13.69
7.39
Current portion
13.69
7.39
Non-current portion
c)
The Board of Directors has recommended a final dividend of ` 3/- per share of ` 1/- each (previous year of ` 10/- per share
of ` 5/- each). The payment of final dividend is subject to the approval of the shareholders in the ensuing Annual General
Meeting of the Company.
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During the year, the Company has capitalised pre-operating expenses of `1.95 crores (previous year `0.63 crores). {refer note no. 31(3)}
Previous year : Gross Block ` 1.31 crores, Accumulated depreciation ` 0.68 crores, Loss ` 0.56 crores and Net Block ` 0.07 crores.
Current year : Gross Block ` 2.19 crores, Accumulated depreciation ` 1.31 crores, Loss ` 0.49 crores and Net Block ` 0.39 crores.
The machineries retired from active use and held for disposal are classified as assets held for sale.
5.18
5.18
-
0.16
0.02
0.24
4.63
0.13
5.18
-
4.83
5.22
4.83
5.22
0.03
0.85
1.81
0.26
0.50
0.01
1.34
0.03
4.83
5.22
329.70
244.89
342.10
254.24
11.38
0.50
0.52
12.40
9.35
-
3.00
66.15
0.19
160.71
25.84
15.18
4.05
6.09
30.94
17.55
329.70
244.89
To date
7.36
0.01
1.22
8.59
9.20
22.13
27.78
0.39
976.60
897.01
1,007.32
934.06
27.42
73.80
371.32
2.00
351.07
52.33
26.37
8.11
11.77
21.13
30.89
976.21
897.01
8.44
0.01
0.75
9.20
9.76
27.78
9.82
0.07
897.08
893.96
934.06
913.54
27.53
74.80
329.56
1.17
318.15
41.13
26.92
9.20
10.83
25.31
32.41
897.01
893.50
(` in Crores)
NET BLOCK
As at
As at
March 31, 2015 March 31, 2014
Corporate Governance
Report
Buildings include ` 0.05 crores being the cost of premises purchased at Leonard Road, Bangalore, title deed in respect of which has not been executed as yet.
84.46
60.91
87.51
63.63
2.85
0.20
3.05
2.72
-
1.00
12.19
0.17
37.79
11.47
4.24
1.54
1.22
8.24
6.60
84.46
60.91
244.89
189.20
254.24
195.83
8.53
0.50
0.32
9.35
6.63
-
2.00
53.99
0.02
123.61
16.18
11.18
3.01
4.64
19.41
10.85
244.89
189.20
Freehold land includes land located at Narela Industrial Area in respect of which possession has not been given by authority.
18.74
0.51
1.74
20.99
18.55
22.13
27.78
1,305.91
1,141.90
1,349.03
1,188.23
27.42
76.80
437.47
2.19
511.78
78.17
41.55
12.16
17.86
52.07
48.44
1,305.91
1,141.90
8.08
12.62
35.74
22.32
27.66
9.70
0.13
0.14
1.34
2.69
0.70
0.76
0.01
2.13
0.18
8.08
12.62
172.09
71.82
196.54
101.64
1.77
0.67
2.44
2.16
22.01
27.66
0.02
54.06
1.00
71.36
23.55
4.15
0.71
2.40
9.48
5.36
172.09
71.82
As at
March 31, 2015
DEPRECIATION/AMORTISATION
Upto last
For the
Set-off
Sales
year
year
from during the
Retained
year
Earnings
Notes:
1
16.97
0.51
1.07
18.55
16.39
27.78
9.82
1,141.90
1,082.70
1,188.23
1,108.91
27.53
76.80
383.55
1.19
441.76
57.31
38.10
12.21
15.47
44.72
43.26
1,141.90
1,082.70
As at
April 1, 2014
GROSS BLOCK
Addition/ Sales during
Adjustment
the year
during the
year
Management Discussion
and Analysis
d)
e)
c)
Tangible
Industrial Land
Freehold
Leasehold
Buildings
Leasehold Improvements
Plant and Machinery
Dies and Tools
Furniture and Fixtures
Vehicles
R & D Equipments
Office Equipments
Electric Fans and Installations
Total Tangible Assets
Previous Year
Intangible Assets
Computer Software
Technical Know-how
R & D Software
Total Intangible Assets
Previous Year
Capital Work-in-Progress
Previous Year
Assets Held for Sale - Tangible
Total Tangible Assets (a+d)
Previous Year
Total-Current Year
Total-Previous Year
DESCRIPTION
Directors Report
b)
1
2
3
2
3
4
5
6
7
8
9
10
a)
1
SL.
NO.
12 FIXED ASSETS
Business Review
Financial Statements
13 NON-CURRENT INVESTMENTS
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
980.89
851.56
0.00
0.00
30.87
30.96
1,011.76
882.52
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
5.84
9.47
10.09
0.50
20.87
46.77
4.99
8.94
56.49
0.24
0.50
71.16
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
0.36
175.00
0.02
175.38
0.35
0.02
0.37
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
182.50
44.39
319.50
117.03
8.97
1.02
11.64
0.58
4.09
689.72
183.02
57.56
319.15
99.28
8.45
1.05
9.49
0.98
3.73
682.71
12.06
14.35
3.73
19.58
20.56
6.72
Inventories other than scrap materials have been taken at lower of cost and net realisable value. (refer note no. 1.08)
b)
The stocks of scrap materials have been taken at net realisable value.
124
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Financial Statements
17 TRADE RECEIVABLES
Outstanding due for a period exceeding six months from the date they are
due for payment
Unsecured, considered good
Unsecured, considered doubtful
Less: Provision for doubtful receivables
Other receivables
Unsecured, considered good*
Unsecured, considered doubtful
Less: Provision for doubtful receivables
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
3.26
6.19
9.45
6.19
3.26
2.04
6.47
8.51
6.47
2.04
129.25
129.25
129.25
132.51
134.45
0.09
134.54
0.09
134.45
136.49
* Trade receivables include ` 17.71 crores (previous year ` 14.07 crores) due from subsidiaries/step down subsidiary companies. {refer note
no. 31(13)(C)}
a)
b)
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
12.30
55.79
55.65
0.04
123.78
2.47
94.46
2.74
300.00
0.03
399.70
0.99
397.57
1.44
225.00
398.56
522.34
226.44
626.14
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
7.96
8.99
2.55
0.30
8.54
9.52
2.19
0.26
0.86
4.60
0.00
15.85
41.11
1.01
0.93
22.47
44.92
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
1.09
2.27
3.32
5.29
9.97
21.94
1.33
2.27
2.65
7.32
6.16
19.73
*The Company can utilise the balance only towards settlement of unclaimed dividend.
Sale of products
Finished goods
Traded goods
Less: Turnover discount, incentives and rebates
Other operating revenue
Scrap sales
Export incentives
Revenue from operations (gross)
Less: Excise duty
Revenue from operations (net)
Details of products sold
Finished goods
Switchgears
Cables
Lighting and fixtures
Electrical consumer durables
Stock in Trade (traded goods)
Switchgears
Lighting and fixtures
Electrical consumer durables
Year ended
March 31, 2015
(` in Crores)
Year ended
March 31, 2014
5,148.38
679.82
5,828.20
313.02
5,515.18
4,577.68
675.87
5,253.55
257.90
4,995.65
36.24
6.37
5,557.79
319.10
5,238.69
27.70
7.76
5,031.11
311.42
4,719.69
1,304.38
2,485.33
595.83
762.84
5,148.38
1,229.40
2,201.38
563.43
583.47
4,577.68
102.55
234.55
342.72
679.82
5,828.20
101.11
244.37
330.39
675.87
5,253.55
Year ended
March 31, 2015
(` in Crores)
Year ended
March 31, 2014
34.59
1.82
0.53
3.04
7.95
2.98
1.30
52.21
26.79
0.60
0.28
1.89
8.41
5.12
0.97
44.06
Year ended
March 31, 2015
919.12
418.73
175.64
172.76
105.51
53.14
133.15
806.46
2,784.51
(` in Crores)
Year ended
March 31, 2014
870.07
367.31
173.70
126.25
100.80
47.49
119.63
740.96
2,546.21
Year ended
March 31, 2015
47.20
123.56
228.44
399.20
(` in Crores)
Year ended
March 31, 2014
49.59
144.61
165.49
359.69
22 OTHER INCOME
Interest income
Bank Deposits
Delayed payments from customers
Others
Miscellaneous income
Exchange Fluctations (net)
Excess provisions no longer required written back
Provision for doubtful receivables written back
23 COST OF MATERIALS CONSUMED
Copper
Aluminium
General plastic
Paints and chemicals
Steel
Engineering plastic
Packing materials
Others
24 PURCHASE OF TRADED GOODS
Switchgears
Lighting and fixtures
Electrical consumer durables
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Financial Statements
Year ended
March 31, 2015
Year ended
March 31, 2014
(Increase)/
Decrease
319.50
117.03
44.39
4.09
485.01
319.15
99.28
57.56
3.73
479.72
(0.35)
(17.75)
13.17
(0.36)
(5.29)
319.15
99.28
57.56
3.73
479.72
300.55
122.26
49.12
3.60
475.53
(18.60)
22.98
(8.44)
(0.13)
(4.19)
Year ended
March 31, 2015
(` in Crores)
Year ended
March 31, 2014
84.69
113.57
42.92
78.32
319.50
86.66
152.55
28.87
51.07
319.15
9.21
36.25
71.57
117.03
8.60
48.69
41.99
99.28
11.29
18.06
6.02
9.02
44.39
12.45
27.99
9.89
7.23
57.56
86.66
152.55
28.87
51.07
319.15
77.67
137.20
28.03
57.65
300.55
8.60
48.69
41.99
99.28
7.65
48.30
66.31
122.26
12.45
27.99
9.89
7.23
57.56
11.33
26.28
7.42
4.09
49.12
Year ended
March 31, 2015
273.45
13.91
3.73
11.02
10.61
312.72
(` in Crores)
Year ended
March 31, 2014
220.60
11.68
0.99
4.83
9.38
247.48
27 FINANCE COSTS
Interest expense
Bank charges
Miscellaneous financial expenses
Exchange difference to the extent considered as an adjustment to borrowing
cost
Year ended
March 31, 2015
11.72
1.92
0.10
3.83
(` in Crores)
Year ended
March 31, 2014
13.54
2.66
10.73
17.57
26.93
Year ended
March 31, 2015
84.46
3.05
87.51
(` in Crores)
Year ended
March 31, 2014
60.91
2.72
63.63
Year ended
March 31, 2015
33.35
66.50
139.81
4.76
39.19
(` in Crores)
Year ended
March 31, 2014
32.39
61.65
117.26
(1.72)
36.44
12.42
2.96
10.34
1.17
7.92
40.30
43.92
8.00
25.57
10.49
1.89
9.95
0.90
7.64
41.07
44.68
6.33
27.20
1.20
0.15
0.06
0.06
9.79
183.65
14.59
154.99
52.69
40.27
80.81
27.69
25.60
1.56
0.61
0.93
17.57
1,048.43
1.20
0.09
0.05
166.59
11.63
112.40
47.10
35.33
65.23
42.00
23.77
6.03
0.51
2.58
18.22
928.90
29 OTHER EXPENSES
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Financial Statements
A
a
b
c
e
f
g
2014-15
(` in Crores)
2013-14
5.21
106.30
3.30
14.09
86.80
18.57
100.80
70.54
1.00
1.00
143.13
12.14
19.18
Notes:
i)
a)
The Company has utilised a receivable buyout facility of ` 210.98 crores (previous year ` 227.69 crores) from IDBI Bank
Limited against insurance backed trade receivables with a recourse of 10% of facility amount. Accordingly, the trade
receivables stand reduced by the said amount. A sum of ` 14.18 crores (previous year ` 13.78 crores) on account of
charges paid for this facility has been debited to trade receivables factoring charges account.
b)
The Company has utilised a receivable buyout facility of ` 70.38 crores (previous year ` 72.82 crores) from Axis Bank
Limited against insurance backed trade receivables with a recourse of 10% of the facility amount. Accordingly, the
trade receivables stand reduced by the said amount. A sum of ` 5.11 crores (previous year ` 5.31 crores) on account
of charges paid for this facility has been debited to trade receivables factoring charges account.
c)
During the year, the Company has arranged a receivable buyout facility of ` 137.41 crores (previous year ` 40.47 crores)
from The Hongkong and Shanghai Banking Corporation Limited against insurance backed trade receivables with a
recourse of 10% of the facility amount. Accordingly, the trade receivables stand reduced by the said amount. A sum
of ` 6.31 crores (previous year ` 4.68 crores) on account of charges paid for this facility has been debited to trade
receivables factoring charges account.
d)
The Company has arranged channel finance facility for its customers of ` 371.94 crores (previous year ` 356.46 crores)
from Yes Bank Limited and Axis Bank Limited against insurance backed trade receivables with a recourse of 10% of
the facility amount.
ii)
Sl.
Description
a)
b)
c)
d)
Period to which
relates
1994-96
to
2012-13
(` in Crores)
Disputed Amount
2014-15
2013-14
30.21
13.10
2004-05
to
2010-11
42.33
31.28
2003-04
to
2013-14
28.11
26.01
0.12
0.12
0.03
0.03
100.80
70.54
2001-02
2010-11
Based on favourable decisions in similar cases, legal opinions taken by the Company and discussions with the solicitors,
the Company does not expect any liability against these matters and hence no provision has been considered in the books
of accounts.
32nd Annual Report 2014-15 129
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Besides the above, show cause notices from various departments received by the Company have not been treated as
contingent liabilities since the Company has adequately represented to the concerned departments and does not expect
any liability on this account.
iii)
a)
The Company has given a corporate guarantee of ` 31.30 crores (USD 5 millions) {previous year ` 109.98 crores (USD
18.30 millions)} to Standard Chartered Bank (Hong Kong) Limited in respect of the credit facilities sanctioned to its
subsidiary Company Havells Exim Limited. The outstanding amount of the said credit facility as on the date of the
balance sheet is ` Nil (previous year ` Nil).
b)
The Company had given an irrevocable and unconditional corporate guarantee to Standard Chartered Bank Limited,
London for ` 175.53 crores (Euro 26 millions) {previous year ` 214.70 crores (Euro 26 millions)} in respect of facility
sanctioned to its subsidiary Company Havells Holdings Limited as per Deed of Guarantee executed between the
Company and Standard Chartered Bank Limited, London on 29th March 2013. The outstanding amount of the said
credit facility as on the date of the balance sheet is ` Nil {previous year ` 143.13 crores (Euro 17.33 millions)}. The
bankers have released the corporate guarantee during the year.
iv)
a)
The Company is under obligation to export goods within a period of eight years from the date of issue of EPCG licenses
issued in terms of para 5.2 of Foreign Trade Policy 2009-2014. As on the date of balance sheet, the Company is under
obligation to export goods worth ` 68.39 crores (previous year ` 95.47 crores) within the stipulated time as specified
in the respective licenses. Out of the said amount, the Company has fulfilled the export obligation of ` 65.63 crores
(previous year ` 82.65 crores) in respect of which application for Export Obligation Discharge Certificates (EODC) will
be filed with the Director General Foreign Trade (DGFT) within the stipulated time. Custom duty payable against the
said obligation is ` 8.55 crores (previous year ` 13.89 crores)
b)
Further the Company is under obligation to export goods worth ` 55.48 crores (previous year ` 70.46 crores) in respect
of duty free imports made by the Company against Advance Licenses. Out of the said amount, export obligation of
` 54.32 crores (previous year ` 60.65 crores) has been fulfilled by the Company as at the end of the year in respect of
which application for Export Obligation Discharge Certificates (EODC) will be filed with the Director General Foreign
Trade (DGFT) within the stipulated time. Custom duty payable against the said obligation is ` 3.59 crores (previous year
` 5.29 crores)
(` in Crores)
2014-15
2013-14
Bank guarantees and Letter of credits
Bank guarantees issued by banks
83.94
79.37
Letter of credits issued by banks
19.55
43.39
Commitments
Estimated amount of capital contracts remaining to be executed and not
provided for (net of advances)
2014-15
(` in Crores)
2013-14
62.65
48.87
Other Litigations
i)
ii) Additionally, the Company has some entry tax and other tax related litigation of ` 13.69 crores (previous year
` 7.39 crores) against which liability has been assessed as probable and adequate provisions have been made with
respect to the same. {refer note no. 11(b)}
One of the customer of the Company had raised claims against the Company relating to supply of switchgear products.
The Company and the customer, considering their long-term relationship with each other and without admission of
liability on part of either party, have settled their respective claims. The full and final settlement of the claim have been
arrived at and the Company has agreed to pay an amount of ` 69.69 crores to the customer, which have appropriately
accounted for in the financial statements.
The Company has the following subsidiaries as on the date of Balance Sheet :
Date of
control
Name of Subsidiary
Country of
Incorporation
Isle of Man
09.03.2007
Hong Kong
24.10.2010
(` in Crores)
Extent of control
Nature
Wholly Owned
Subsidiary
Wholly Owned
Subsidiary
*Havells Holdings limited has 53 wholly owned subsidiaries / step-down subsidiaries as on balance sheet date.
130
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100%
100%
Business Review
Directors Report
Management Discussion
and Analysis
Corporate Governance
Report
Financial Statements
The Company has entered into a Joint Venture agreement with Shanghai Yaming Lighting Co., Ltd., Shanghai, China on 26th December,
2011 for forming a Joint Venture Company for production of lighting lamps and lighting accessories and sales / services of related products.
Accordingly, a Company Jiangsu Havells Sylvania Lighting Co., Ltd. a Jointly Controlled Entity has been formed vide certificate of approval
dated 13th February, 2012 issued by the Peoples Government of Jiangsu Province, China. The Company has an investment of ` 30.87
crores (RMB 33.00 millions) {previous year ` 30.96 crores (RMB 33.00 millions)} towards 50% of capital contribution in the said Joint
Venture Company as on the date of balance sheet.
The Companys interest in Joint Venture is reported as a Non-Current Investment (refer note no. 13) and is stated at cost. The disclosure
in respect of Companys Joint Ventures assets and liabilities are given on the basis of audited financial statements of the joint venture
Company as at 31st December, 2014.
Pursuant to Accounting Standard-27 Financial Reporting of Interests in Joint Ventures specified under section 133 of the Companies Act,
2013, read with Rule 7 of Companies (Accounts) Rules, 2014, disclosures in respect of the said joint venture are given below:
(a)
Name of Joint
Venture
Jiangsu Havells
Sylvania Lighting
Co., Ltd.
Description of Interest
Country of
Incorporation
Jointly Controlled Entity Jiangsu Province,
China
(` in Crores)
Proportion of Ownership interest
December 31, 2014
December 31, 2013
50%
50%
The Companys share in each of the assets, liabilities, incomes and expenses (each without elimination of the effect of
transaction between the Company and the Joint Venture) related to its interest in Joint Venture, based on the Audited
Financial Statements as at 31st December, 2014 are as under:
(` in Crores)
2014-15
2013-14
Liabilities
Current Liabilities
Trade Payables
14.75
20.58
Other Current Liabilities
0.11
Short Term Provisions
0.02
14.77
20.69
Assets
Non-Current Assets
Fixed Assets
Tangible Assets
7.20
7.82
Capital Work-in-Progress
1.55
0.55
Long Term Loans and Advances
1.73
10.48
8.37
Current Assets
Inventories
2.50
2.60
Trade Receivables
21.93
18.82
Cash and Bank Balances
10.80
3.40
Short Term Loans and Advances
3.11
4.61
38.34
29.43
48.82
37.80
Income
Revenue from Operations (net of Excise duty)
61.49
40.16
Other Income
0.11
0.04
61.60
40.20
Expenses
Cost of Materials Consumed
16.01
9.23
Purchase of Traded Goods
36.84
28.35
(Increase)/ Decrease in inventories
0.14
(1.84)
Employee Benefits Expense
1.40
1.91
Other Expenses
5.04
4.08
59.43
41.73
Other Matters
Contingent Liabilities
NIL
NIL
Capital Commitments
NIL
NIL
b)
(i)
(ii)
(iii)
(iv)
(v)
During the year, the Company has capitalized the following expenses of revenue nature to the tangible fixed assets, being
pre-operative expenses related to projects. Consequently, expenses disclosed under the respective notes are net of
amounts capitalised by the Company.
(` in Crores)
2014-15
2013-14
Employee Benefits Expense
0.77
0.11
Other Expenses
1.18
0.52
1.95
0.63
4 Depreciation
(a) Till 31st March, 2014, depreciation was being provided on straight line method as per the rates prescribed in Schedule
XIV of the Companies Act, 1956. The Schedule XIV has been replaced by Schedule II of the Companies Act, 2013 and
the depreciation has been charged on straight line method on the basis of useful lives of the assets in the manner as
prescribed in Schedule II of the Companies Act, 2013.
(b) Till 31st March, 2014, the assets for a value not exceeding ` 5000/- were written off in the year of purchase as per
Schedule XIV of the Companies Act, 1956. Schedule II of the Companies Act, 2013 does not recognize such practice.
The depreciation on assets for a value not exceeding ` 5000/- has been provided on the basis of their useful lives in
the manner as prescribed in the Schedule II of the Companies Act, 2013.
The applicability of Schedule II has resulted in the following impact on financial statements :
(` in Crores)
17.78
3.42
* Related to the carrying amount of assets with no remaining useful lives as on 1st April, 2014.
(a) The Company has availed working capital limits from banks under consortium of Canara Bank, IDBI Bank Limited,
State Bank of India, Standard Chartered Bank, ICICI Bank Limited, Yes Bank Limited and Hongkong and Shanghai
Banking Corporation Limited.
(b) Working capital limits from consortium banks are secured by way of:
i)
pari-passu first charge by way of hypothecation on stocks of raw materials, semi-finished goods, finished goods,
stores and spares, bill receivables, book debts and all movable and other current assets of the Company.
ii)
pari-passu first charge by way of equitable mortgage of land and building at 14/3, Mathura Road, Faridabad.
iii) pari-passu second charge by way of hypothecation of plant and machinery, generators, furniture and fixtures,
electric fans and installations.
(c) The Company has a debit balance in cash credit accounts as on the date of Balance Sheet.
a)
b)
Revenue Expenditure
Cost of Materials Consumed
Employee Benefits Expense
Rent
Travelling and Conveyance
Legal and Professional
Other Expenses
Capital Expenditure
Tangible Assets
Intangible Assets
2014-15
(` in Crores)
2013-14
2.73
18.00
2.16
1.33
0.24
1.74
26.20
3.66
14.48
2.16
0.69
0.37
0.52
21.88
1.77
0.66
2.43
2.62
0.24
2.86
The Companys manufacturing units at Village Gularwala, Baddi Distt.-Solan (Unit-II) (Himachal Pradesh) and Haridwar
(Uttarakhand) are exempted from excise duty vide Notification No. 49 and 50/2003 issued by Government of India, Ministry
of Finance, Department of Revenue, Central Board of Excise and Customs, New Delhi and the profits of the said units are
eligible for deduction as per the provisions under section 80-IC of the Income Tax Act, 1961.
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Foreign currency exposures recognised by the Company that have not been hedged by a derivative instrument or otherwise
as at 31st March, 2015 are as under:
Currency
Nature of Transaction
GBP
USD
EURO
JPY
(` in Crores)
As at March 31, 2014
Indian Rupees
-
Foreign Currency
0.00
0.00
Indian Rupees
0.17
0.15
$0.63
$0.52
$1.33
39.58
32.54
83.46
$0.71
$1.13
$2.00
42.48
67.96
120.20
0.01
0.60
0.02
0.02
1.70
1.77
0.27
0.14
0.69
0.41
9.
Disclosures pursuant to Accounting Standard - 15 Employee Benefits (specified under section 133 of the Companies Act,
2013, read with Rule 7 of Companies (Accounts) Rules, 2014) are given below :
Contribution to Defined Contribution Plan, recognised as expense for the year is as under:
2014-15
9.71
3.75
0.45
13.91
(` in Crores)
2013-14
8.98
2.23
0.47
11.68
2014-15
21.08
1.58
4.00
(1.85)
7.12
31.93
(` in Crores)
2013-14
16.15
1.41
2.78
(1.23)
1.97
21.08
2014-15
16.32
1.57
5.00
0.11
(1.85)
21.15
(` in Crores)
2013-14
12.86
1.29
3.36
0.04
(1.23)
16.32
c)
h)
2014-15
100%
2013-14
100%
2006-08
(Ultimate)
7.85%
8.75%
5.00%
1994-96
(Ultimate)
9.10%
9.30%
5.00%
2006-08
1.67
(` in Crores)
1994-96
1.33
Actuarial assumptions
Mortality Table (LIC)
Discount rate (per annum)
Expected rate of return on plan assets (per annum)
Attrition Rate
g)
2014-15
4.00
1.58
(1.57)
7.01
11.02
(` in Crores)
2013-14
2.78
1.41
(1.29)
1.93
4.83
(` in Crores)
2013-14
16.32
(21.08)
(4.76)
2014-15
21.15
(31.93)
(10.78)
2014-15
31.93
21.15
(10.78)
7.13
3.96
2013-14
21.08
16.32
(4.76)
1.97
2.06
2012-13
16.15
12.86
(3.29)
1.62
0.80
2011-12
12.25
9.03
(3.22)
1.02
1.26
(` in Crores)
2010-11
9.52
7.15
(2.37)
1.68
1.96
i)
The plan assets are maintained with Life Insurance Corporation of India (LIC) and Bajaj Allianze Life Insurance Company
Limited.
j)
The Company expects to contribute ` 11.00 crores (previous year ` 5.00 crores) to the plan during the next financial year.
The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority,
promotion and other relevant factors including supply and demand in the employment market. The above information is as
certified by the Actuary.
The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of
plan assets held, assessed risks, historical results of return on plan assets and the Companys policy for the plan assets
management.
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(a) The Company, vide special resolution passed by way of postal ballot on 23rd January 2013, had approved Havells
Employees Stock Option Plan 2013 (ESOP 2013 or Plan) for granting Employees Stock Options in the form of Equity
Shares to eligible employees. The plan is administered by Havells Employees Welfare Trust (EW Trust) under the
supervision of the Nomination and Remuneration Committee of the Board of Directors of the Company (Committee)
in compliance with the provisions of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 (SEBI Guidelines) and other applicable provisions for the time being in force. The first grant date of
the options under the approved ESOP 2013 Plan was 8th April, 2013. The options are vested equally over a period of
2 years after the date of grant, and the said options can be exercised any time within a period of 30 days from the date
of vesting and will be settled by way of equity shares in accordance with the aforesaid plan.
During the financial year 2013-14, the Company had granted 45,939 options at ` 677/- per share and the exercise price
was ` 338.50 per share.
2014-15
Total No. of
Weighted
Stock Options
average
exercise price
2013-14
Total No. of
Weighted
Stock Options
average
exercise price
39,345
196,725
338.50
67.70
Nil
-
8,135
98,040
90,550
Nil
67.70
67.70
67.70
67.70
-
45,939
6,308
286
39,345
Nil
338.50
338.50
338.50
338.50
-
The weighted average remaining contractual life for the stock option outstanding as at 31st March, 2015 is 0.05 year (previous
year 0.60 year). The exercise price for options outstanding at the end of year is ` 67.70 per share. The average market share price
of ESOP exercised during the year is ` 254.80 per share.
The weighted average fair value of stock option granted during the year is ` 237.48 per share. The Black Scholes valuation model
has been used for computing the weighted average fair value considering the following inputs:
Particulars
Average risk free interest rate
Expected Life of options as on grant date
Expected and Historical Volatility
Expected Dividend rate
2014-15
7.89%
2 years
37.14%
2.17%
2013-14
8.33%
2 years
33.22%
0.58%
The Company measures the cost of ESOP using the intrinsic value method. Had the Company used the fair value model
to determine the compensation, its profit after tax and earnings per share as reported would have changed to the amounts
indicated below:
Particulars
Profit after tax as reported
Add: ESOP cost using the intrinsic value method
Less: ESOP cost using the fair value method
Proforma profit after tax
Earnings Per Share
Basic
- As reported
- Proforma
Diluted
- As reported
- Proforma
2014-15
464.94
0.30
1.05
464.19
2013-14
478.69
0.99
0.89
478.79
2014-15
2013-14
7.45
7.44
7.67
7.67
7.45
7.44
7.67
7.67
(b) The Company had, vide special resolution passed by way of postal ballot on 9th June, 2014 and by way of amendment to the
Havells Employees Stock Option Plan 2013 (ESOP 2013 or Plan) included Part B - Havells Employees Stock Purchase
Plan 2014 and renamed it as Havells Employees Long Term Incentive Plan 2014 for granting Employees Stock Options in
the form of Equity Shares to eligible employees. The purchase price of the options was approved on 26th June, 2014 under
the supervision of the Nomination and Remuneration Committee of the Board of Directors of the Company. The options
were vested as on 15th July, 2014 after the grant date and in accordance with the terms and conditions of the plan, the
said options can be exercisable within a period of 30 days from the date of vesting and settled by way of equity shares.
Accordingly during the year, Equity Shares of ` 1/- each were allotted to eligible employees at ` 223.17 per share. As per
the scheme, 50% of shares are under lock-in-period of one year and remaining 50% are under lock-in-period of two years.
Further, as per the scheme, the Company shall pay 50% of issue price for differential bonus shares to eligible employees as
exgratia / bonus for the said amount.
In respect of stock options granted pursuant to the Companys stock options scheme, the intrinsic value of the options
(excess of market price of the share over the exercise price of the option) is treated as expense and accounted as employee
compensation over the vesting period and will be paid in two equal instalments annually.
(c) The Company has debited an expense of ` 3.73 crores (previous year ` 0.99 crores) to the statement of profit and loss under
Employee Stock Option Scheme during the financial year.
11. Corporate Social Responsibility
As per provisions of section 135 of the Companies Act, 2013, the Company has to provide at least 2% of average net profits
of the preceding three financial years towards Corporate Social Responsibility (CSR). Accordingly, a CSR committee
has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. The Company has
contributed a sum of ` 9.79 crores towards this cause and debited the same to the statement of profit and loss. The funds
are primary allocated to QRG foundation, a society registered under section 12A of the Income Tax Act, 1961 for undertaking
Mid-Day meal scheme, Ashoka University, sponsored by International Foundation for Research and Education (IFRE) which
is a Not for Profit Company incorporated under the provisions of section 25 of the erstwhile Companies Act, 1956 for the
promotion of education and to the Vivekanand Ashram for providing free education to underprivileged students.
The segment reporting of the Company has been prepared in accordance with Accounting Standard-17, Segment
Reporting ( specified under section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules,
2014 ).
a)
Identification of Segments:
The Company has identified four reportable segments viz. Switchgears, Lighting and fixtures, Cables and Electrical
Consumer Durables on the basis of the nature of products, the risk and return profile of individual business and the
internal business reporting systems. The products included in each of the reported business segments are as follows:
(i)
(ii) The cable segment comprises of flexible cables and industrial underground cables.
(iii) The lighting and fixture segment comprises of energy saving lamps (CFL) and luminaries.
(iv) The electrical consumer durable segment comprises of fans, water heaters and domestic appliances.
The switchgear segment comprises of domestic and the industrial switchgears, electrical wiring accessories,
industrial motors, pumps and capacitors.
b) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the
segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable
basis have been disclosed as Unallocated.
c)
Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax related
assets, borrowings and other assets and liabilities that can not be allocated to a segment on reasonable basis have
been disclosed as Unallocated.
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(i)
Directors Report
Management Discussion
and Analysis
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Report
Financial Statements
A.Revenue
Segment Revenue
Switchgears
Cables
Lighting and fixtures
Electrical consumer durables
B.Results
Segment Results
Switchgears
Cables
Lighting and fixtures
Electrical consumer durables
Unallocated expenses net of income
Operating Profit
Finance Costs
Profit before tax
Income tax expense
Profit after tax
C. Other Information
Segment Assets
Switchgears
Cables
Lighting and fixtures
Electrical consumer durables
Unallocated
Segment Liabilities
Switchgears
Cables
Lighting and fixtures
Electrical consumer durables
Unallocated
Capital Expenditure
Switchgears
Cables
Lighting and fixtures
Electrical consumer durables
Unallocated
Depreciation and Amortisation Expenses
Switchgears
Cables
Lighting and fixtures
Electrical consumer durables
Non-cash expenses other than depreciation
Switchgears
Cables
Lighting and fixtures
Electrical consumer durables
Unallocated
2014-15
(` in Crores)
2013-14
1,279.02
2,190.42
740.95
1,028.30
5,238.69
1,219.19
1,926.43
720.69
853.38
4,719.69
439.02
265.69
196.86
257.95
1,159.52
495.70
663.82
17.57
646.25
181.31
464.94
403.17
210.99
178.70
230.40
1,023.26
401.23
622.03
26.93
595.10
116.41
478.69
534.21
458.27
357.08
380.49
1,730.05
1,918.80
3,648.85
505.42
511.05
365.74
258.38
1,640.59
1,757.51
3,398.10
257.93
166.52
129.72
143.50
697.67
575.39
1,273.06
202.71
181.42
113.14
93.60
590.87
677.38
1,268.25
68.27
16.70
10.57
58.54
154.08
14.80
168.88
25.90
5.58
12.45
36.96
80.89
11.05
91.94
32.06
27.04
16.32
12.09
87.51
22.41
21.70
13.50
6.02
63.63
0.82
0.75
0.10
0.16
1.83
0.66
2.49
0.96
1.17
4.36
0.46
6.95
1.66
8.61
Segment Revenue
The following is the distribution of Companys revenue by geographical market,
regardless of where the goods were produced.
Revenue-Domestic Market
Revenue-Overseas Market:
Segment assets
Within India
Outside India
Capital Expenditure
Within India
Outside India
2014-15
(` in Crores)
2013-14
4,905.17
333.52
5,238.69
4,396.04
323.65
4,719.69
2,597.51
1,051.34
3,648.85
2,471.24
926.86
3,398.10
168.88
168.88
91.94
91.94
The related parties as per the terms of Accounting Standard-18,Related Party Disclosures, ( specified under section 133
of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014 ) are disclosed below:-
1
2
3
4
5
6
7
8
9
10
(i)
Subsidiary Companies
Havells Holdings Limited
Havells Exim Limited
Havells Malta Limited
Havell's Netherlands Holding B.V.
Havell's Netherlands B.V.
SLI Europe B.V.
Havells Sylvania Holdings (BVI-1) Ltd.
Flowil International Lighting (Holding) B.V.
Sylvania Lighting International B.V.
Havells Sylvania (Thailand) Limited
Relationship
WOS
WOS
WOS of Havells Holdings Limited
WOS of Havells Malta Limited
WOS of Havell's Netherlands Holding B.V.
WOS of Havell's Netherlands B.V.
WOS of Havell's Netherlands B.V.
WOS of SLI Europe BV
WOS of SLI Europe BV
49% held by Flowil International Lighting (Holding) B.V. and 51% held
by Thai Lighting Assets Co Ltd.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Havells Sylvania Lighting France SA
WOS of Flowil International Lighting (Holding) B.V.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Flowil International Lighting (Holding) B.V.
WOS of Sylvania Lighting International B.V.
WOS of Sylvania Lighting International B.V.
WOS of Sylvania Lighting International B.V.
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Subsidiary Companies
30 Havells Sylvania Colombia S.A.
Financial Statements
Relationship
71% held by Havells Sylvania Holdings BVI-1 Limited and 29% held by
Havells Sylvania Holdings BVI-2 Limited
WOS of Sylvania Lighting International B.V.
WOS of Havells Mexico SA de CV
Corporate Governance
Report
a)
* Flowil International Lighting (Holding) B.V. (WOS of Sylvania Lighting International B.V.) holds 49% equity interest in Thai
Lighting Assets Co. Ltd. However, the said Company has majority representation on the board of directors of the entities
and the approval of the said Company is required for all major operational decisions and the operations are solely carried
out for the benefit of the group. Based on these facts and circumstances, management determined that in substance the
group controls this entity and therefore has consolidated this entity in its financial statements.
(iii)Enterprises in which directors
exercise significant influence
QRG Foundation
Shri Sanjay Kumar Gupta, Company Secretary (w.e.f 1st April, 2014)
Sale of products
Enterprises in which directors exercise significant influence
QRG Medicare Limited
Subsidiaries / Step down Subsidiaries
(iii)
(iv)
Commission on sales
Enterprises in which directors exercise significant influence
Guptajee and Company
Purchase of tangible fixed assets
Enterprises in which directors exercise significant influence
QRG Enterprises Limited
Subsidiaries / Step down Subsidiaries
Havells Sylvania Lighting Belgium N.V.
(v) Sale of fixed assets
Enterprises in which directors exercise significant influence
QRG Medicare Limited
(vi) Rent / Usage Charges Paid
Enterprises in which directors exercise significant influence
QRG Enterprises Limited
(vii) Miscellaneous Income (Service charges received)
Subsidiaries / Step down Subsidiaries
Havells Exim Limited
(viii) Trade mark fee and Royalty
Enterprises in which directors exercise significant influence
QRG Enterprises Limited
(ix) Donation paid
Enterprises in which directors exercise significant influence
QRG Foundation
The Vivekananda Ashrama
(x)
CSR Contribution
Enterprises in which directors exercise significant influence
QRG Foundation
The Vivekananda Ashrama
(xi) Warranty Expenses
Subsidiaries / Step down Subsidiaries
Havells Exim Limited
(xii) Reimbursement of Expenses received
Enterprises in which directors exercise significant influence
Guptajee & Company
QRG Enterprises Limited
Subsidiaries / Step down Subsidiaries
Havells Exim Limited
Havells Sylvania Europe Limited
Others
2014-15
(` in Crores)
2013-14
129.35
0.65
69.12
1.72
10.62
140.62
10.39
81.23
0.43
94.46
4.55
99.01
104.13
7.81
112.37
7.64
6.89
0.02
0.11
0.11
0.02
0.22
19.34
19.34
0.34
0.32
40.00
40.56
2.50
0.11
2.61
5.50
0.25
5.75
0.85
0.67
0.01
0.72
0.01
0.68
0.39
0.88
0.15
2.15
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2014-15
(` in Crores)
2013-14
0.10
0.08
0.10
0.28
0.03
0.03
37.97
3.77
13.75
47.46
4.72
16.21
6.87
6.53
2.36
0.24
71.49
8.59
8.16
2.95
0.30
88.39
129.33
76.49
129.33
14.11
90.60
9.64
8.26
5.24
1.22
0.42
24.78
6.34
4.83
4.57
15.74
2014-15
(` in Crores)
2013-14
0.30
17.17
0.24
17.71
0.07
12.41
1.59
14.07
1.58
18.39
0.12
12.67
0.60
0.95
2.72
(xiii) Reimbursement of Expenses paid
Subsidiaries / Step down Subsidiaries
Havells Sylvania Europe Limited
Havells Sylvania Lighting France S.A.S
Havells Sylvania Dubai FZCO
(xiv) Rent received
Enterprises in which directors exercise significant influence
QRG Enterprises Limited
(xv) Dividend paid
Enterprises in which directors exercise significant influence
QRG Enterprises Limited
Guptajee & Company
Ajanta Mercantile Limited
Key Management Personnel
Shri Qimat Rai Gupta
Shri Surjit Gupta
Shri Anil Rai Gupta
Shri Rajesh Gupta
(xvi) Investments in equity shares
Subsidiaries / Step down Subsidiaries
Havells Holdings Limited
Joint Venture
Jiangsu Havells Sylvania Lighting Co. Ltd., China
(xiii) Managerial remuneration
Key Management Personnel
Shri Qimat Rai Gupta
Shri Anil Rai Gupta
Shri Rajesh Gupta
Shri Ameet Kumar Gupta
Shri Sanjay Kumar Gupta
0.07
0.05
0.05
19.46
17.74
143.13
14 a)
2014-15
(` in Crores)
2013-14
The Company has taken various residential / commercial premises under cancellable operating leases. These lease
agreements are normally renewed on expiry. There are no restrictions placed upon the Company by entering into these
leases and there are no subleases.
b) The Company has also taken few commercial premises under non-cancellable operating leases. There are no
restrictions placed upon the Company by entering into these leases and there are no subleases. Normally there are
renewal and escalation clauses in these contracts. The total of future minimum lease payments in respect of such
leases are as follows:
(` in Crores)
2014-15
2013-14
(a)
2.34
2.06
(b)
later than one year and not later than five years
2.27
1.05
(c)
Lease payments recognised in the statement of profit and loss as rent expense
for the year
4.61
3.11
39.19
36.44
2014-15
2013-14
464.94
478.69
624,170,729
623,874,775
7.45
7.67
464.94
478.69
624,235,842
623,971,485
7.45
7.67
624,170,729
623,874,775
(Nos.)
(Nos.)
`
Effect of Dilution :
Stock Option granted under ESOP
Weighted average number of equity shares in calculating diluted EPS
65,113
96,710
624,235,842
623,971,485
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2014-15
342.89
136.09
38.68
2.41
0.06
520.13
(` in Crores)
2013-14
385.13
115.52
8.34
4.42
0.01
513.42
2014-15
0.12
0.45
2.41
2.72
0.76
6.46
(` in Crores)
2013-14
1.07
0.42
3.87
2.71
3.09
11.16
18. Disclosure required under Section 186 (4) of the Companies Act, 2013.
Guarantee given
Guarantee
discharged
Outstanding Purpose
Balance
(i)
Havells Holdings
Limited
` 175.53 crores
(Euro 26 millions)
` 175.53 crores
(Euro 26 millions)
Nil
(ii)
Havells Exim
Limited
` 31.30 crores
(USD 5 millions)
Nil
Investment made
Outstanding Balance
129.33 crores
980.89 crores
(i)
(ii)
30.87 crores
(iii)
0.00 crores
Paid during
2014-15
2013-14
Final
918
38,329,939
38.33
(` in Crores)
Paid during
2013-14
2012-13
Final
904
39,003,438
29.25
2014-15
Interim
-
2013-14
Interim
860
38,836,043
19.42
(` in Crores)
2013-14
315.17
1.33
*excluding export of ` 20.81 crores made through merchant exporters (previous year ` 13.53 crores)
21. Value of Imported/Indigenous raw materials and components/stores and spares consumed and percentage thereof
(` in Crores)
2014-15
(%)
Raw materials consumed
Indigenous
Imported
Stores and Spares consumed
Indigenous
Imported
2013-14
(%)
Amount
Amount
87.94
12.06
100.00
2,448.75
335.76
2,784.51
82.98
17.02
100.00
2112.94
433.27
2,546.21
92.59
7.41
100.00
30.88
2.47
33.35
82.96
17.04
100.00
26.87
5.52
32.39
22 Subsequent Event
The Company has acquired 51% stake in Promptec Renewable Energy Solution Private Limited, having its registered office
at Bengaluru, Karnataka for a consideration of ` 29.08 crores as per the share subscription cum purchase agreement dated
April 21, 2015 . The said Company is engaged in marketing and manufacturing of LED products including street lighting,
office lighting and solar lighting.
23 The figures have been rounded off to the nearest crore of rupees upto two decimal places. The figure 0.00 wherever stated
represents value less than ` 50,000/-.
24 Previous year figures has been regrouped/reclassified wherever necessary to make them comparable with the current year
figures.
25 Note No.1 to 31 form integral part of the balance sheet and statement of profit and loss.
Rajesh Gupta
Surjit Gupta
Director (Finance) Director
and Group CFO
DIN: 00002810
DIN: 00002842
Sanjay Gupta
Company
Secretary
Sanjay Johri
Deputy Vice President
(Finance)
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1.
As required by the Companies (Auditors Report) Order, 2015 (the Order), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, based on the comments in the auditors report of the Holding company,
we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
(Other than Holding Company, none of its subsidiaries and jointly controlled entities are incorporated in India).
2.
As required by section 143 (3) of the Act, we report, to the extent applicable, that:
(a) We / the other auditors whose reports we have relied upon have sought and obtained all the information and
explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid
consolidated financial statements;
(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidation of the
financial statements have been kept so far as it appears from our examination of those books and reports of the other
auditors;
(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss and consolidated Cash Flow Statement
dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the
consolidated financial statements;
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under
section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of the written representations received from the directors of the Holding Company as on March 31st, 2015,
and taken on record by the Board of Directors of the Holding Company, none of the directors of the Holding Company
is disqualified as on March 31st, 2015, from being appointed as a director in terms of section 164 (2) of the Act.
(f)
With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
The consolidated financial statements disclose the impact of pending litigations on its consolidated financial
position of the Group and, its jointly controlled entities Refer Note 29(A)(a),(d),(e) and 29(D) to the consolidated
financial statements;
(i)
(ii) Provision has been made in the consolidated financial statements, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative
contracts Refer Note 7 to the consolidated financial statements in respect of such items as it relates to the
Group and its jointly controlled entities;
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Holding Company.
Other Matter
(a) The accompanying consolidated financial statements include total assets of ` 2,212.47 crores as at March 31st, 2015,
and total revenues and net cash outflows of ` 3,429.75 crores and ` 0.67 crores respectively, for the year ended on that
date, in respect of subsidiaries and jointly controlled entities, which have been audited by respectively, other auditors
in accordance with generally accepted auditing standards of their respective countries, which financial statements,
other financial information and auditors reports have been furnished to us by the management. The Holding Companys
management has converted these audited financial statements of Holding Companys subsidiaries and jointly controlled
entities to accounting principles generally accepted in India, for the purpose of preparation of the Holding Companys
consolidated financial statements in accord ance with accounting principles generally accepted in India. Our opinion
on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of
these subsidiaries and jointly controlled entities, and our report in terms of sub-sections (3) and (11) of section 143 of
the Act, in so far as it relates to the aforesaid subsidiaries and jointly controlled entities, is based on the report(s) of such
other auditors under the GAAPs/ GAASs in their respective countries and the aforesaid conversion undertaken by the
management; and our review of the conversion process followed by the management.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements above, is not
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and
the financial statements and other financial information certified by the Management.
For S.R. Batliboi & CO. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E
Annexure referred to in paragraph 1 under the heading Report on other legal and regulatory requirements
of our report of even date
Re: Havells India Limited to whom the provisions of the Order apply (hereinafter referred to as the Holding Company)
(i) (a) The Holding Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.
(b All fixed assets were physically verified by the management in the previous year in accordance with a planned
programme of verifying them once in two years which, in our opinion, is reasonable having regard to the size of the
Holding Company and the nature of its assets. No material discrepancies were noticed on such verification.
(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.
(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in
relation to the size of the Holding Company and the nature of its business.
(c) The Holding Company is maintaining proper records of inventory and no material discrepancies were noticed on
physical verification.
(iii) (a) According to the information and explanations given to us, the Holding Company has not granted any loans, secured or
unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies
Act, 2013. Accordingly, provisions of clauses 3(iii) (a) and (b) of the Order are not applicable to the Holding Company
and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system
commensurate with the size of the Holding Company and the nature of its business, for the purchase of inventory and fixed
assets and for the sale of goods. The Holding Companys activity does not involve any sale of services. During the course
of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal
control system of the Holding Company in respect of these areas.
(v) The Holding Company has not accepted any deposits from the public.
(vi) We have broadly reviewed the books of account maintained by the Holding Company pursuant to the rules made by the
Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the
manufacture of electrical goods, and are of the opinion that prima facie, the prescribed accounts and records have been
made and maintained. We have not, however, made a detailed examination of the same.
(vii) (a) The Holding Company is generally regular in depositing with appropriate authorities undisputed statutory dues including
provident fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty,
value added tax, cess and other material statutory dues applicable to it.
(b According to the information and explanations given to us, no undisputed amounts payable in respect of provident
fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, value
added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six
months from the date they became payable.
(c) According to the records of the Holding Company, the dues outstanding as on March 31st, 2015 of income-tax,
sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are
as follows.
Name of the Statute
Amount
(` in crores)
5.33
27.64
10.85
17.32
148
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0.19
10.12
FY 2011-12
2.28
FY 2007-08
to
FY 2011-12
FY 2007-08
to
FY 2010-11
FY 2007-08
to
FY 2010-11
FY 2007-08
to
FY 2014-15
FY 2010-11
to
FY 2014-15
October, 2009
to
March, 2015
FY 2013-14
to
FY 2014-15
0.37
0.39
1.07
West Bengal Entry Tax Act, 2012 Demand of entry tax in the state of
West Bengal on purchase of few
items.
Amount
(` in crores)
5.54
Corporate Governance
Report
4.75
2.22
2.98
Financial Statements
Deputy Commissioner
(Appeals)
Additional Commissioner
(Appeals)
High Court of Rajasthan
(d) According to the information and explanations given to us, the amount required to be transferred to investor education
and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made
thereunder has been transferred to such fund within time.
(viii) The Holding Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the
current and immediately preceding financial year.
(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the
opinion that the Holding Company has not defaulted in repayment of dues to banks. The Holding Company did not have
any outstanding dues in respect of a financial institution or debenture holders during the year.
(x) According to the information and explanations given to us, the Holding Company has given guarantee for loans taken by its
wholly owned subsidiaries from banks and financial institutions, the terms and conditions whereof, in our opinion, are not
prima facie prejudicial to the interest of the Holding Company.
(xi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for
which the loans were obtained.
(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements
and as per the information and explanations given by the management, we report that no fraud on or by the Holding
Company has been noticed or reported during the year.
For S.R. Batliboi & CO. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E
(` in Crores)
Notes
I
II
As at
March 31, 2015
As at
March 31, 2014
Shareholders funds
Share capital
Reserves and surplus
2
3
2.
3.
Minority Interest
Non-current liabilities
Long-term borrowings
Deferred tax liabilities (net)
Other long-term liabilities
Long-term provisions
62.44
1,755.74
1,818.18
0.09
62.39
1,603.62
1,666.01
0.11
4
5
6
7
226.40
43.37
1.36
452.44
723.57
705.57
51.74
40.30
388.86
1,186.47
4.
Current liabilities
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
8
9
10
11
69.63
1,051.11
816.48
352.11
2,289.33
4,831.17
118.39
1,207.15
857.58
301.78
2,484.90
5,337.49
1,158.49
24.43
38.30
358.06
57.20
58.14
175.38
1,870.00
1,127.68
34.73
44.41
437.97
5.10
80.23
0.59
1,730.71
1,366.29
623.18
777.47
172.29
21.94
2,961.17
4,831.17
1,493.44
1,000.53
881.70
211.38
19.73
3,606.78
5,337.49
Total
ASSETS
1. Non-current assets
Fixed assets
Tangible assets
Intangible assets
Capital work-in-progress
Goodwill on consolidation
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
12
5
13
14
2. Current assets
Inventories
Trade receivables
Cash and bank balances
Short-term loans and advances
Other current assets
15
16
17
18
19
Total
Summary of significant accounting policies
Contingent liabilities and commitments
Other notes on accounts
1
29
30
Rajesh Gupta
Surjit Gupta
Director (Finance) Director
and Group CFO
DIN: 00002810
DIN: 00002842
Sanjay Gupta
Company
Secretary
Sanjay Johri
Deputy Vice President
(Finance)
Business Review
Directors Report
Management Discussion
and Analysis
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Report
Financial Statements
Year ended
March 31, 2015
(` in Crores)
Year ended
March 31, 2014
8,888.53
319.10
8,569.43
50.46
8,619.89
8,497.22
311.42
8,185.80
41.25
8,227.05
22
23
24
3,239.18
1,486.23
103.76
3,149.42
1,613.14
(122.81)
25
26
27
28
1,187.50
63.96
138.66
1,831.63
8,050.92
568.97
1,086.87
74.11
115.54
1,716.69
7,632.96
594.09
242.63
(0.37)
(58.71)
183.55
385.42
0.00
385.42
159.57
(10.42)
0.00
(1.39)
147.76
446.33
0.00
446.33
6.17
6.17
7.15
7.15
Notes
I
INCOME
Revenue from operations (gross)
Less: Excise duty
Revenue from operations (net)
Other income
Total Revenue
20
21
II
EXPENSES
Cost of materials consumed
Purchase of traded goods
Change in inventories of finished goods, work in progress and
stock in trade
Employee benefits expense
Finance costs
Depreciation and amortisation expense
Other expenses
Total Expense
III Profit before tax
IV Tax expenses
Current tax
MAT credit entitlement
Income tax for earlier years
Deferred tax
Total tax expense
V
Profit for the year (before adjustment of minority interest)
Less: Share of profit transfer to minority {refer note no. 30(18)}
VI Net Profit after taxes and minority interest
VII Earnings per equity share {refer note no. 30(16)} nominal
value of share ` 1/Basic (`)
Diluted (`)
Summary of significant accounting policies
Contingent liabilities and commitments
Other notes on accounts
1
29
30
Rajesh Gupta
Surjit Gupta
Director (Finance) Director
and Group CFO
DIN: 00002810
DIN: 00002842
Sanjay Gupta
Company
Secretary
Sanjay Johri
Deputy Vice President
(Finance)
(` in Crores)
A.
Year ended
March 31, 2015
Year ended
March 31, 2014
568.97
594.09
138.66
115.54
1.97
6.15
12.17
0.40
(14.68)
(3.63)
5.87
76.26
10.60
16.60
Interest income
(34.59)
(26.79)
Interest expense
54.22
57.23
(2.98)
(5.12)
(1.30)
(0.97)
738.91
829.76
368.57
(154.59)
17.36
(14.47)
2.27
(1.64)
(Increase)/Decrease in inventories
127.15
(175.08)
(156.19)
267.01
55.99
250.67
1,154.06
1,001.66
(191.50)
(133.55)
962.56
868.11
(173.91)
(176.35)
2.99
0.75
Fixed Deposits made during the year (having original maturity of more
than three months)
(750.59)
(419.65)
402.78
195.00
1.56
3.06
30.78
21.00
(486.39)
(376.19)
0.05
0.02
9.86
(523.77)
(147.61)
62.95
12.37
(33.22)
(2.55)
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(` in Crores)
Year ended
March 31, 2015
Year ended
March 31, 2014
(60.66)
(52.35)
(146.03)
(182.55)
(753.77)
(309.72)
(277.60)
182.20
655.26
472.37
1.01
0.69
378.67
655.26
Interest paid
The above Cash flow statement has been prepared under the "Indirect Method as set out in Accounting Standard-3,
"Cash Flow Statements".
2.
a)
Year ended
March 31, 2015
Year ended
March 31, 2014
253.80
252.50
55.79
94.46
2.74
57.82
300.00
b)
0.46
2.16
10.80
3.40
378.67
655.26
0.99
1.44
397.81
225.00
398.80
226.44
777.47
881.70
Rajesh Gupta
Surjit Gupta
Director (Finance) Director
and Group CFO
DIN: 00002810
DIN: 00002842
Sanjay Gupta
Company
Secretary
Sanjay Johri
Deputy Vice President
(Finance)
The financial statements of the Group have been prepared and presented in accordance with generally accepted accounting
principles in India (Indian GAAP). The Group has prepared these financial statements to comply with all material respects
with the accounting standards specified under section 133 of the Companies Act, 2013 read with Rule 7 of Companies
(Accounts) Rules, 2014. The financial statements have been prepared on an accrual basis and under the historical cost
convention except derivative financial instruments that have been measured at fair value. The accounting policies adopted
in the preparation of financial statements are consistent with those of previous year except for the change in accounting
policy explained below.
All assets and liabilities have been classified as current or non-current as per the Groups normal operating cycle and other
criteria set out in Schedule III of the Companies Act, 2013. Based on the nature of products and the time between acquisition
of assets for processing and their realisation in cash and cash equivalents, the Group has ascertained its operating cycle as
12 months for the purpose of current / non-current classification of assets and liabilities.
(i)
From the current year, Schedule XIV of the Companies Act, 1956 has been replaced by Schedule II of the Companies
Act, 2013. Due to such change, depreciation is being provided as given below.
a)
Schedule II of the Companies Act, 2013 prescribes useful lives of the assets and the depreciation is being provided
on the straight line method as per their useful lives prescribed in Schedule II of the Companies Act, 2013. However,
Schedule II allows companies to use higher / lower useful lives and residual values; if such useful lives and residual
values can be technically supported and justification for difference is disclosed in the financial statements. The
management believes that depreciation rates currently used fairly reflect its estimate of the useful lives and residual
values of fixed assets, though these rates in certain cases are different from lives prescribed under Schedule II of the
Companies Act, 2013. Unless stated otherwise, the impact of such change in policy for the current year is likely to hold
good for future years also.
b)
The depreciation on assets for a value not exceeding ` 5000/- which were written off in the year of purchase as per
erstwhile Companies Act, 1956, are being charged on the basis of their useful lives prescribed in the Schedule II of the
Companies Act, 2013.
Till 27th October, 2014, the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999, dealt with the grant of share-based payments to employees. Among other matters, these guidelines prescribed
accounting for grant of share-based payments to employees. Hence, the Company being a listed entity was required
to comply with these Guidelines as well as the Guidance Note on Accounting for Employee Share-based Payments
with regard to accounting for employee share-based payments. Particularly, in case of conflict between the two
requirements, the SEBI guidelines were prevailing over the ICAI Guidance Note. For example, in case of equity settled
option expiring unexercised after vesting, the SEBI guidelines required expense to be reversed through the statement
of profit and loss whereas the reversal of expense through the statement of profit and loss is prohibited under the ICAI
Guidance Note. In these cases, the Company was previously complying with the requirements of SEBI guidelines.
From 28th October, 2014, the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 have been replaced by the SEBI (Share Based Employee Benefits) Regulations, 2014. The new regulations dont
contain any specific accounting treatment; rather, they require ICAI Guidance Note to be followed. Consequent to
the application of the new regulations, the Company has changed its accounting for equity settled option expiring
unexercised after vesting in line with accounting prescribed in the Guidance Note, i.e., expense is not reversed through
the statement of profit and loss. The management has decided to apply the revised accounting policy prospectively
from the date of notification of new regulation, i.e., 28th October, 2014.
Since there are no equity settled options expiring unexercised after 28th October, 2014, the change in accounting policy
did not have any material impact on financial statements of the Company for the current year.
The preparation of financial statements are in conformity with Indian GAAP requires the management to make judgments,
estimates and assumptions that affect the reported amounts assets, liabilities, revenues and expenses during the reported
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period. Although these estimates are based on the managements best knowledge of current events and actions, uncertainty
about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts
of assets, liabilities, revenues and expenses in future periods. Changes in estimates are reflected in the financial statements
in the period in which changes are made and if material, their effects are disclosed in notes to accounts.
1.04 Principles of Consolidation
The consolidated financial statements relates to Havells India Limited (the Company), its subsidiary Companies (the
Group Companies) and Joint Venture collectively referred to as the Group. The consolidated financial statements have
been prepared on the following basis:
a)
The financial statements of the parent and its subsidiaries have been combined on a line-by-line basis by adding
together the book values of like items of assets, liabilities, revenues and expenses after eliminating intra-Group
balances / transactions and resulting profits in full. Unrealised profit / losses resulting from intra-Group transactions
has also been eliminated except to the extent that recoverable value of related assets is lower than their cost to the
Group.
b)
In accordance with Accounting Standard-27, Financial Reporting of interest in joint venture notified under section
133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 the financial
statements of the joint venture are consolidated using proportionate consolidation method by adding book values
of like items of assets, liabilities, revenues and expenses of jointly controlled entity after eliminating intra-Group
balances / transactions and unrealised profits to the extent of the Groups proportionate share.
c)
The consolidated financial statements have been prepared using uniform accounting policies for like transactions and
other events in similar circumstances and are presented to the extent possible, in the same manner as the Companys
separate financial statements. Differences in accounting policies have been disclosed separately.
d)
The results and financial position of all the Group Companies are translated into the reporting currency as follows:
(i)
Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance
sheet.
(ii)
Income and expenses for each income statement are translated at average exchange rates (unless average rate is
not reasonable at the rates prevailing on the transaction dates, in such case income and expenses are translated
at the rate on the dates of the transactions).
(iii) All resulting exchange differences are accumulated in foreign currency translation reserve until the disposal of net
investment; and
(iv) All results and financial position of Havells Sylvania Venezuela C.A. are translated at the market rate rather than
the official rate due to the hyper-inflationary economy. The change from the official rate to the market rate for
translation is reflected in the Foreign currency translation reserve.
e)
Minoritys share in net profit of consolidated subsidiaries for the year is identified and adjusted against the income of
the Group in order to arrive at the net income attributable to shareholders of the Company.
f)
Minority interests share in net assets of the Group is identified and presented in the consolidated balance sheet
separate from liabilities and the equity of the Companys shareholders.
b)
Subsequent expenditure related to an item of tangible asset is added to its book value only if it increases the future
benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing
fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts are charged to the
statement of profit and loss for the period during which such expenses are incurred.
c)
Capital work-in-progress comprises cost of fixed assets that are not yet ready for their intended use at the balance
sheet date and are carried at cost comprising direct cost, related incidental expenses, other directly attributable costs
and borrowing costs. The allocation of preoperative expenditure is done on the basis of prime cost of fixed assets in
the year of commencement of commercial production.
32nd Annual Report 2014-15 155
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d)
Assets retired from active use and held for disposal are stated at the lower of their net book value or net realisable
value, and are shown separately. Any expected loss is recognised immediately in the statement of profit and loss.
e)
Gains or losses arising from disposal of tangible assets are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when the assets
are disposed off.
Intangible assets are recognised if it is probable that the future economic benefits that are attributable to the asset will flow
to the Group and cost of the assets can be measured reliably.
a) Goodwill
The excess of cost to the parent of its investment in subsidiaries over its portion of equity in the subsidiaries at the
respective dates on which investment in subsidiaries were made is recognised in the financial statements as goodwill.
The parents portion of equity in the subsidiaries is determined on the basis of the value of assets and liabilities as
per the financial statements of the subsidiaries as on the date of investment. For the purpose of impairment testing,
goodwill is allocated to each of the Groups cash generating units expected to benefit from the synergies of the
acquisition. Cash generating units to which goodwill has been allocated are tested for impairment annually, or more
frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating
unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of
any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of carrying amount of
each asset in the unit. An impairment loss recognised for goodwill is not reversed in the subsequent period unless it is
caused by a specific external event of an exceptional nature.
b)
Intangible assets including software licenses of enduring nature and contractual rights acquired separately are measured
on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated
amortisation and accumulated impairment losses, if any. Cost comprises the purchase price and any attributable cost
of bringing the asset to its working condition for its intended use.
c)
Research costs are expensed as incurred. Development expenditure incurred on an individual project is recognised as
an intangible asset when the Company can demonstrate all the following:
i)
The technical feasibility of completing the intangible asset so that it will be available for use or sale;
ii)
iii)
v)
vi) The ability to measure reliably the expenditure attributable to the intangible asset during development.
Following the initial recognition of the development expenditure as an asset, the cost model is applied requiring the
asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of
the asset begins when development is complete and the asset is available for use. It is amortized on straight line basis
over the estimated useful lives.
Gains or losses arising from disposal of the intangible assets are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when the assets
are disposed off.
d)
The availability of adequate resources to complete the development and to use or sale the asset; and
a)
Depreciation on tangible fixed assets is provided on pro-rata basis on straight line method using the useful lives
of assets and in the manner prescribed in the Schedule II of the Companies Act, 2013, and for Group Companies
based on management estimate of useful economic lives as follows:
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Assets
Building
Plant and machinery
Furniture and Fixtures
Vehicles
R &D Equipments
Office Equipments
Electric Fans and Installations
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The residual values and useful life of assets are reviewed and adjusted, if appropriate, at each balance sheet date.
ii)
Dies and tools and mobile phones are depreciated over the estimated useful lives of 6 years and 3 years,
respectively, which are lower than those indicated in Schedule II. On the basis of technical assessement, the
management believes that the useful lives as given above best represent the period over which the assets are
expected to be used.
iii)
Lease hold improvements are depreciated on straight line basis over their initial agreement period.
iv) Leasehold land are amortised on a straight line basis over the unexpired period of their respective lease ranging
from 90-99 years.
b)
Intangible assets are amortised on a straight line basis over their estimated useful life of 5-6 years.
c)
Patents and trademarks of Group companies are stated at their historical cost and amortised on straight line basis over
their estimated useful life of six years.
1.08 Inventories
a)
Basis of valuation:
i)
Inventories other than scrap materials are carried at lower of cost and net realisable value after providing cost
of obsolescence, if any. However, materials and other items held for use in the production of inventories are not
written down below cost if the finished products in which they will be incorporated are expected to be sold at or
above cost. The comparison of cost and net realisable value is made on an item-by-item basis.
ii)
Method of Valuation:
b)
i)
Cost of Inventories has been determined by using moving weighted average cost method while First In First
Out method (FIFO) for raw material in case of Group Companies and comprises all costs of purchase, duties,
taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the
inventories to their present location and condition.
ii)
Cost of finished goods and work-in-progress further includes direct labour and an appropriate share of fixed and
variable production overheads and excise duty as applicable. Fixed production overheads are allocated on the
basis of normal capacity of production facilities.
iii) Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and estimated costs necessary to make the sale.
a)
Initial recognition
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the
exchange rate between the reporting currency and the foreign currency at the date of transaction.
b) Conversion
Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date.
Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported
using the exchange rate at the date of transaction.
c)
Exchange differences
Exchange differences arising on conversion / settlement of foreign currency monetary items are recognised as income
or expense in the year in which they arise.
d)
All the activities of the foreign subsidiaries are carried out with a significant degree of autonomy from those of the
parent. Accordingly, as per the provisions of Accounting Standard-11, Effect of changes in foreign exchange rates
specified under section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014, these
operations have been classified as Non-integral operations and therefore all assets and liabilities, both monetary and
non-monetary, are translated at the closing rate while income and expenses are translated at the average quarterly
exchange rates, where such rates are approximate the exchange rate on the date of transaction. The resulting exchange
differences are accumulated in the foreign currency translation reserve until the disposal of the net investment.
Forward exchange contracts entered into to hedge foreign currency risk of an existing asset / liability
e)
The premium or discount arising at the inception of forward exchange contract is amortised and recognised as an
expense / income over the life of the contract. Exchange differences on such contracts are recognised in the statement
of profit and loss in the period in which the exchange rates change. Any profit or loss arising on cancellation or renewal
of such forward exchange contract is also recognised as income or as expense for the period.
Derivative Financial instruments are initially recognised at their fair value on the date, a derivative contract is entered into
and are subsequently remeasured at their fair value.
The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining hedged item
is more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12
months.
The Group utilises derivative financial instruments to reduce fluctuation in interest rates. The fair value of financial instruments
is based on information available and provided by financial institutions to management. Financial instruments are not used
for trading purposes.
Changes in fair value of those instruments will be reported in operating result or equity depending on whether the financial
instrument qualifies for hedge accounting. The accounting for gains and losses associated with changes in the fair value of
the derivative and the effect on the consolidated financial statements will depend on its hedge designation and whether the
hedge is highly effective in achieving offsetting changes in the fair value of cash flows of the asset or liability hedged.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or
loss (for example, when the forecast sale that is hedged takes place). The gain or loss relating to the ineffective portion is
recognised in the income statement within Finance Cost.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any
cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is
ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative
gain or loss that was reported in equity is immediately transferred to the income statement.
The effective portion of the gain or loss on the hedging instrument is recognised directly in the cash flow hedge reserve,
while any ineffective portion is recognised immediately in the income statement as other operating expenses.
Amounts recognised as cash flow hedge reserve are transferred to profit or loss when the hedged transaction affects profit
or loss, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs.
When the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised as reserve are
transferred to the initial carrying amount of the non-financial asset or liability.
If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or loss previously
recognised in equity is transferred to the income statement. If the hedging instrument expires or is sold, terminated or
exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously
recognised in reserve remains in reserve until the forecast transaction or firm commitment affects profit or loss.
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Grants and subsidies from the government are recognised when there is reasonable assurance that
(a) the Group will comply with the conditions attached to them; and
When the grant or subsidy relates to revenue, it is recognised as income on a systematic basis in the statement of profit
and loss over the periods necessary to match them with the related costs, which they are intended to compensate.
Where the grant relates to a fixed asset, the same is adjusted from the cost of the respective asset.
a)
i)
Leave encashment
b)
Leave encashment is provided on the basis of earned leave standing to the credit of the employees and the same
is discharged by the Company by the year end.
i)
Gratuity
The employees Gratuity Fund Scheme, which is defined benefit plan, is managed by Trust maintained with Life
Insurance Corporation of India (LIC) and Bajaj Allianz Life Insurance Company Limited. The liabilities with respect
to Gratuity Plan are determined by actuarial valuation on projected unit credit method on the balance sheet date,
based upon which the Company contributes to the Group Gratuity Scheme. The difference, if any, between the
actuarial valuation of the gratuity of employees at the year end and the balance of funds with Life Insurance
Corporation of India and Bajaj Allianz Life Insurance Company Limited is provided for as assets / (liability) in the
books. Actuarial gains / (losses) for defined benefit plans are recognised in full and are immediately taken to the
statement of profit and loss and are not deferred.
ii)
Provident Fund
Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to provident
fund are made in accordance with the relevant scheme and are charged to the statement of profit and loss for
the year when contribution are due. The Company has no obligation, other than the contribution payable to the
provident fund. The Company recognizes contribution payable to the provident fund scheme as an expenditure,
when an employee renders the related services.
iii)
Pension obligations
Group companies operate various pension schemes. The schemes are generally funded through payments to
insurance companies or trustee-administered funds, determined by periodic actuarial calculations. The Group
companies have both defined contribution and defined benefit plans. A defined contribution plan is a pension plan
under which the Group companies pays fixed contributions into a separate entity. The Group companies have no
legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all
employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a
pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension
benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years
of service and compensation.
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the
defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for
unrecognised past-service costs. The defined benefit obligation is calculated annually by independent actuaries
using the projected unit credit method.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged
to the statement of profit and loss in the period in which they arise and are not deferred.
Past-service costs are recognised immediately in income, unless the changes to the pension plan are
conditional on the employees remaining in service for a specified period of time (the vesting period). In this case,
the past-service costs are amortised on a straight line basis over the vesting period.
For defined contribution plans, the Group companies pay contributions to publicly or privately administered
pension insurance plans on a mandatory, contractual or voluntary basis. The Group companies have no further
payment obligations once the contributions have been paid. The contributions are recognised as employee benefit
expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or
a reduction in the future payments is available.
iv)
The Group recognises a liability and an expense for bonus and profit-sharing when there is a present obligation
to make such payment as a result of past event and reliable estimate of the obligation can be made.
v)
c)
Some Group companies provide post-retirement healthcare benefits to their retirees. The entitlement to these
benefits is usually conditional on the employee completing a minimum service period. The expected costs of
these benefits are accrued over the period of employment using the same accounting methodology as used for
defined benefit pension plans. Actuarial gains and losses arising from experience adjustments and changes in
actuarial assumptions are charged to the statement of profit and loss in the period in which they arise. These
obligations are valued annually by independent qualified actuaries.
Termination Benefits
Termination benefits are payable when employment is terminated by the Group companies before the normal retirement
date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises
termination benefits when it is demonstrably committed to either: terminating the employment of current employees
according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an
offer made to encourage voluntary redundancy. Termination benefits are immediately charged to the statement of profit
and loss in accordance with the accounting policy.
Employees (including senior executives) of the Company receive remuneration in the form of share-based payment
transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions).
In accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the
Guidance Note on Accounting for Employee Share-based Payments, the cost of equity-settled transactions is measured
using the intrinsic value method. The cumulative expense recognized for equity-settled transactions at each reporting date
until the vesting date reflects the extent to which the vesting period has expired and the Companys best estimate of the
number of equity instruments that will ultimately vest. The expense or credit recognized in the statement of profit and loss
for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is
recognized in employee benefits expense.
Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as
if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any
modification that increases the total intrinsic value of the share-based payment transaction, or is otherwise beneficial to the
employee as measured at the date of modification.
The Employee stock option scheme is administered through Havells Employee Welfare Trust.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can
be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
a)
Sale of goods
Revenue from sale of goods is recognised when all the significant risks and rewards of ownership of the goods have
been passed to the buyer and no significant uncertainty exists regarding the amount of consideration that will be
derived from the sale of goods. Sales are recorded net of returns and trade discount. The Company collects sales tax
and value added tax (VAT) on behalf of the Government and, therefore, these are not economic benefits flowing to the
Company and hence are excluded from revenue. Excise duty is deducted from revenue (gross) to arrive at revenue
from operations (net). Sales do not include inter-divisional transfers. Sales include Waste Electrical and Electronic
Equipment (WEEE) levy to customers.
Export incentives
b)
Export incentives under various schemes notified by the Government have been recognised on the basis of their
entitlement rates in accordance with the Foreign Trade Policy 2009-14 (FTP 2009-14). Benefits in respect of advance
licences are recognised when there is reasonable assurance that the Company will comply with the conditions attached
to them and incentive will be received.
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c) Interest
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the applicable
interest rates.
d) Claims
Claims are recognised when there exists reasonable certainty with regard to the amounts to be realised and the
ultimate collection thereof.
Identification of segments
The Groups operating businesses are organised and managed separately according to the nature of products and services
provided, with each segment representing a strategic business unit that offers different products and serves different
markets. The analysis of geographical segments is based on the areas in which major operating divisions of the Group
operates.
Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total
common costs.
Unallocated items
Unallocated items include general corporate income and expense items which are not allocated to any business segment.
The Group prepares its segment information in conformity with the accounting policies adopted for preparing and presenting
the financial statements of the Group as a whole.
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period. The weighted average number of equity
shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share
split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without
a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effect of all
potentially dilutive equity shares.
Tax expense for the year comprises of current tax and deferred tax.
a)
Current Tax
i)
Current income tax is measured at the amount expected to be paid to taxation authorities in accordance with the
Income Tax Act, 1961 enacted in India by using tax rates and the tax laws that are enacted at the reporting date.
The Company is eligible for deduction under section 80-IC of Income Tax Act, 1961 in respect of income of units
located in Special Category of States.
ii)
Minimum Alternate Tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The
Group recognises MAT credit available as an asset only to the extent that there is convincing evidence that the
Group will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed
to be carried forward. In the year in which the Group recognises MAT credit as an asset in accordance with the
Guidance Note on Accounting for Credit Available in respect of Minimum Alternate Tax under the Income-tax Act,
1961, the said asset is created by way of credit to the statement of profit and loss and shown as MAT Credit
Entitlement under loans and advances. The Group reviews the MAT credit entitlement asset at each reporting
date and writes down the asset to the extent the Group does not have convincing evidence that it will pay normal
tax during the specified period.
b)
Deferred Tax
Deferred income tax reflect the impact of timing differences between taxable income and accounting income originating
during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax
rates and the tax laws those are enacted or substantively enacted at the reporting date.
Deferred tax liabilities are recognised for all taxable timing differences. Deferred tax assets are recognised and carried
forward only to the extent that there is reasonable certainty that sufficient future taxable income will be available
against which such deferred tax assets can be realised. In situations, where the Group has unabsorbed depreciation
or carry forward losses under tax laws, all deferred tax assets are recognised only to the extent that there is virtual
certainty supported by convincing evidence that they can be realised against future taxable profits.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets
against current tax liabilities, and the deferred tax assets and deferred tax liabilities relate to taxes on income levied by
the same governing taxation laws.
In the situations, where the Group is entitled to a tax holiday under the Income-tax Act, 1961, no deferred tax asset/
(liability) is recognised in respect of timing differences which are reversable during the tax holiday period, to the extent
the Groups gross total income is subject to the deduction during the tax holiday period as per taxation laws. Deferred
tax, in respect of timing differences which are reversable after the tax holiday period, is recognised in the year in which
the timing differences originate. However, the Group restricts recognition of deferred tax assets to the extent that it has
become reasonably certain or virtually certain supported by convincing evidence, as the case may be, that sufficient
future taxable income will be available against which such deferred tax assets can be realised. For recognition of
deferred taxes, the timing differences which originate first are considered to reverse first.
The carrying amount of deferred tax assets are reviewed at each reporting date. The Group writes-down the carrying
amount of deferred tax asset to the extent that it is no longer virtually certain that sufficient future taxable income will
be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it
becomes virtually certain that sufficient future taxable income will be available.
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Company estimates the assets recoverable amount.
An assets recoverable amount is the higher of an assets or cash-generating units (CGU) net selling price and its value in
use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or Groups of assets. Where the carrying amount of an asset or CGU exceeds
its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. In determining net selling price,
recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate
valuation model is used.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of
profit and loss. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining
useful life.
1.19 Leases
a)
Finance leases
The Group companies lease some assets where the risks and rewards incidental to ownership are largely transferred
to the Group. These assets are capitalised and recognised in the balance sheet at the lower of the fair value of the
asset and the discounted value of the minimum lease instalments. The lease instalments payable are broken down into
repayment and interest components, based on a fixed interest rate and equal instalments. The lease commitments are
carried under liabilities exclusive of interest. The interest component is recognised in the statement of profit and loss in
accordance with the lease instalments. The relevant assets are depreciated over the remaining useful lives or the lease
term, whichever is less.
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Operating leases
Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are
classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and
loss on a straight-line basis over the lease term.
Borrowing cost includes interest and ancillary costs incurred in connection with the arrangement of borrowings and
exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the
interest cost.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective asset.
All other borrowing costs are recognised as expense in the period in which they occur.
A provision is recognised when the Group has a present obligation as a result of past event, it is probable that an outflow
of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of
the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best
estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and
adjusted to reflect the current best estimates.
Product warranty costs are accrued in the year of sales of products, based on past experience. The Group periodically
reviews the adequacy of product warranties and adjust warranty percentage and warranty provisions for actual experience,
if necessary. The timing of outflow is expected to be within one to two years.
Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence
or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is
not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent
liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured
reliably. The Group does not recognise a contingent liability but discloses its existence in the financial statements.
Restructuring provisions
The provision for restructuring relates to the estimated costs of initiated reorganisations that have been approved by the
Board of Management, and which involve the realignment of certain parts of the manufacturing, selling and administration
organisation. When such reorganisation require discontinuance and / or closure of lines of activities, the anticipated costs
of closure or discontinuance are included in restructuring provisions. A liability is recognised for those costs only when the
Company has a detailed formal plan for the restructuring and has raised a valid expectation with those affected that it will
carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it.
The Group is a provider of electrical equipment that falls under the EU Directive on Waste Electrical and Electronic
Equipment. The directive distinguishes between waste management of equipment sold to private households prior to a date
as determined by each Member State (historical waste) and waste management of equipment sold to private households
after that date (new waste). A provision for the expected costs of management of historical waste is recognised when the
Group participates in the market during the measurement period as determined by each member State, and the costs can
be reliably measured. These costs are recognised as other operating costs in the income statement.
Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term
investments with an original maturity of three months or less.
Notes on Accounts
for the year ended March 31, 2015
2
SHARE CAPITAL
(` in Crores)
As at
March 31, 2015
As at
March 31, 2014
100.05
100.05
62.45
62.41
0.01
0.02
62.44
62.39
Authorized*
100,05,00,000 equity shares of ` 1/- each (Previous Year 20,01,00,000 equity
shares of ` 5/- each)
Issued, subscribed and fully paid-up*
62,44,88,035 equity shares of ` 1/- each (Previous Year 12,48,20,751 equity
shares of ` 5/- each)
Less: Investment held by ESOP Trust 1,30,225 equity shares of ` 1/- each
(Previous Year 45,653 equity shares of ` 5/- each))
62,43,57,810 equity shares of ` 1/- each (Previous Year 12,47,75,098
equity shares of ` 5/- each)
*Sub Division of Equity Shares
Pursuant to recommendation of the Board of Directors of the Company at its meeting held on 30th June, 2014 and followed by
approval of the members through postal ballot on 7th August, 2014, each equity share of the face value of ` 5/- fully paid up
was sub-divided into 5 equity shares of ` 1/- each fully paid up.
b)
Reconciliation of the shares outstanding at the beginning and at the end of the year
As at March 31, 2015
No. of shares
(` in crores)
No. of shares
(` in crores)
62,41,03,755
62.41
12,47,74,812
62.39
3,84,280
0.04
45,939
0.02
62,44,88,035
1,30,225
62,43,57,810
62.45
0.01
62.44
12,48,20,751
45,653
12,47,75,098
62.41
0.02
62.39
The Company has only one class of equity shares having a par value of ` 1/- per share (previous year ` 5/- per share). Each
holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. A final
dividend of ` 3/- per share of ` 1/- each (previous year ` 10/- per share of ` 5/-each) has been recommended by the Board
subject to approval of shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.
d) Details of shareholders holding more than 5% shares in the Company is set out below (representing legal and
beneficial ownership):
March 31, 2015
No. of shares
Face Value of ` 1/6,63,54,240
3,26,50,800
18,98,58,880
6,87,41,660
3,30,44,930
No. of shares
Face Value of ` 5/37,34,960
95,35,888
65,30,160
3,79,71,776
1,37,48,332
66,08,986
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% holding
2.99
7.64
5.23
30.43
11.01
5.29
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*Shareholding of Smt. Vinod Gupta includes 1,33,20,000 Equity shares of ` 1/- each ( Previous Year 26,64,000 equity shares of ` 5/- each held by
Shri Qimat Rai Gupta) for and behalf of M/s Guptajee & Company, a firm in which she is a partner and 1,35,84,000 equity shares as a legal heir
which are under process of transmission.
e)
90,550 Equity shares of ` 1/- each ( Previous Year 39,345 equity shares of ` 5/- each) are reserved for the issue under
Employees Stock Option Plan (ESOP) of the Company. {refer note no. 30(11)(a)}
f) Aggregate number of shares issued as fully paid up pursuant to contract without payment being received in cash or
by way of bonus shares during the period of five years immediately preceding the date of Balance Sheet:
31,19,37,030
6,23,87,406
2,33,130
286
a)
b)
Capital Reserve
Securities Premium Account
As per the last balance sheet
Add: Addition on equity shares issued under ESOP /ESPP
c)
d)
e) General Reserve
As per the last balance sheet
Add: Transfer from Business Reconstruction Reserve
Transfer from surplus as per the statement of profit and loss
f)
g)
As at
March 31, 2015
7.61
As at
March 31, 2014
7.61
3.09
8.54
11.63
(1.75)
9.88
3.09
3.09
(3.07)
0.02
104.93
(104.93)
-
(3.15)
0.43
(2.72)
(3.48)
0.33
(3.15)
630.79
46.50
677.29
185.95
104.93
339.91
630.79
5.46
(15.45)
11.06
(5.60)
(9.99)
2.97
(7.02)
5.46
2.20
7.66
960.69
(3.42)
1,073.35
-
385.42
0.00
1,342.69
446.33
0.00
1,519.68
(` in Crores)
Appropriations
Interim Dividend (previous year ` 5 /- per share of ` 5 /-each)
Proposed final equity dividend (per share ` 3/- of ` 1/- each)
(previous year ` 10/- per share of ` 5/- each)
Dividend for previous year
Corporate dividend tax
Transfer to general reserve
Net surplus in the statement of profit and loss
Total Reserves and Surplus
As at
March 31, 2015
As at
March 31, 2014
(187.35)
(62.41)
(124.82)
(38.14)
(46.50)
1,070.70
1,755.74
(0.03)
(31.82)
(339.91)
960.69
1,603.62
*The group companies have entered into an interest rate swap to hedge their interest risk on long-term borrowings. The effective portion of
the hedge is recognised directly under cash flow hedge reserve.
As at
March 31, 2014
41.73
80.13
184.59
555.38
0.08
7.11
62.95
226.40
705.57
a)
External commercial borrowing is from HSBC Bank (Mauritius) Limited. The said loan is repayable in 12 equal quarterly
instalments of ` 10.43 crores (USD 1,666,667) starting from 26th April, 2014 carrying an interest rate of LIBOR + 195 bps per
annum, and is secured by way of:
i)
ii) equitable mortgage over land and building situated at Plot no. 2A, sector 10, BHEL Industrial Estate, Haridwar,
Uttarakhand.
first charge on movable fixed assets acquired out of the said loan; and
b) The Group companies signed secured facility agreement with HSBC Bank Plc, Standard Chartered Bank and ICICI
Bank UK Plc for ` 523.21 crores (Euro 77.5 millions) {including revolving facility for ` 16.88 crores (Euro 2.50 millions)} at
EURIBOR + 3.50% p.a (linked with group leverage ratio). The said loan is repayable by half yearly instalments ranging from
` 25.38 crores (Euro 3.76 millions) to ` 54.21 crores (Euro 8.03 millions) ending on May, 2016. Plant and property,
trade receivables and inventories in France, Germany, Belgium, UK, Netherlands, Argentina, Ecuador, Dubai, Greece,
Thailand, Mexico, USA, Brazil and Colombia are pledged as security against the aforesaid facility. The Group has made a
pre-payment of ` 155.27 crores (Euro 23 millions) in March, 2015.
c)
The Group companies entered into loan agreement on 14th March 2013 with Standard Chartered Bank for ` 81.01 crores
(Euro 12 millions) at the rate of EURIBOR + 3.7511% p.a. The loan is repayable in three instalments of ` 20.25 crores
(Euro 3.00 millions), ` 30.38 crores (Euro 4.50 millions) and ` 30.38 crores (Euro 4.50 millions) commencing from
March, 2016. Central warehouse building located in France is pledged under this agreement.
d)
The Group companies had entered into a term facility agreement with Standard Chartered Bank for a loan of ` 175.53 crores
(Euro 26 million) at EURIBOR plus 1.5% p.a. on the corporate guarantee of Havells India Limited. During the current year,
the same has been duly repaid.
e)
During the year, the Group has entered into a term loan facility of ` 25.65 crores {Euro 3.80 millions (BRL 13.20 millions)}
with Itau Bank, Banco do Brasil & Banco Bradesco. The same is secured against the receivables of Brasil entity. The loans
are repayable in 36 equal monthly instalments ending in December, 2017.
166
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f)
Assets acquired under lease are secured by way of respective assets taken on lease carrying an interest rate of 4.96% per
annum. {refer note no. 30(15)}
g)
Current maturities of long term borrowings (including finance lease obligations) is ` 127.83 crores (Previous Year ` 229.54
crores)
h)
Deposit from public are in respect of dealers for the amount payable under QRG Growth Incentive Scheme, out of which a
sum of ` 52.67 crores has been invested in Mutual Fund on behalf of dealers, ` 1.06 crores has been paid to dealers and
remaining amount of ` 9.22 crores has been transferred to current liabilities under sales incentive payable.
As at
March 31, 2014
86.96
82.72
2.59
6.59
89.55
89.31
4.22
1.45
28.56
19.72
26.29
16.53
37.80
Others
6.51
4.97
103.38
42.67
(13.83)
46.64
43.37
51.74
57.20
5.10
(1.76)
58.71
(1.39)
The Group companies have recognised deferred tax assets of ` 57.20 crores (previous year ` 5.10 crores) in respect of
timing differences capable of reversal in future period relating to fixed assets, pension liabilities, leased assets and other
accruals which also includes deferred tax assets amounting to ` 37.80 crores in respect of unabsorbed losses pertaining
to certain subsidiaries for which the Group has virtual certainty supported by convincing evidences that the said assets will
be recovered in future. Deferred tax assets are not recognised in respect of losses amounting to ` 1,683.16 crores (previous
year ` 2,398.93 crores), due to absence of virtual certainty supported by convincing evidences that sufficient future taxable
income will be available against which such deferred tax assets can be realised.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets
against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the same taxable entity and the
same taxation authority.
As at
March 31, 2015
As at
March 31, 2014
0.72
1.36
34.78
4.16
0.64
1.36
40.30
As at
March 31, 2015
395.98
16.38
28.08
9.40
2.60
452.44
As at
March 31, 2014
370.35
2.26
12.52
3.73
388.86
3.73
(0.52)
(0.61)
2.60
3.49
(0.33)
0.57
3.73
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
57.60
12.03
97.31
8.71
69.63
12.37
118.39
*Working capital limit from Banco de Costa Rica is secured by way of mortgage against Land & Building in Costa Rica.
TRADE PAYABLES
Trade payables*
Share of Joint Venture
As at
March 31, 2015
1,036.36
1,036.36
14.75
1,051.11
(` in Crores)
As at
March 31, 2014
1205.11
1,205.11
2.04
1,207.15
*Trade payables include acceptances of ` 217.34 crores (previous year ` 208.31 crores).
As at
March 31, 2015
123.10
4.73
3.14
0.99
13.49
1.90
As at
March 31, 2014
226.67
2.87
5.42
1.44
7.92
0.98
209.93
25.25
9.53
12.12
146.92
69.69
195.69
816.48
816.48
158.69
22.02
6.58
4.21
10.99
126.54
42.00
241.14
857.47
0.11
857.58
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Financial Statements
a)
Investor Education and Protection Fund is being credited by the amount of unclaimed dividend after seven years from the
due date. The Company has transferred ` 0.03 crore (previous year ` 0.03 crore) out of unclaimed dividend pertaining to the
financial year 2006-07 to Investor Education and Protection Fund of Central Government in accordance with the provisions
of section 205C of the Companies Act,1956.
b)
The Company has made a provision of excise duty payable amounting to ` 12.12 crores (previous year ` 10.99 crores) on
stocks of finished goods and scrap material at the end of the year except units which are exempt from excise duty. Excise
duty is considered as an element of cost at the time of manufacture of goods.
c)
Other liabilities include expenses payable, bonus payable, retention money, liabilities towards banks for receivable buyout
facilities and other miscellaneous deposits.
i)
ii)
Other provisions
Product warranties {refer point (a)}
Litigations {refer point (b)}
Environmental liabilities {refer point (c)}
Proposed equity dividend {refer point (d)}
Corporate dividend tax
Income Tax (net of advance tax and TDS)
Wealth Tax
Other Provisions {refer point (e)}
As at
March 31, 2015
10.78
10.78
As at
March 31, 2014
4.76
4.76
57.35
15.45
1.06
187.35
38.14
40.84
0.06
1.08
341.33
352.11
51.78
60.62
0.62
124.82
21.21
36.48
0.06
1.43
297.02
301.78
a)
A provision is recognised for expected warranty claims and after sales services on products sold during the last one to two
years, based on past experience of the level of repairs and returns. It is expected that significant portion of these costs will
be incurred in the next financial year and all will have been incurred within two years after the reporting date. Assumptions
used to calculate the provisions for warranties were based on current sales levels and current information available about
returns based on one to two years warranty period for all products sold. The table below gives information about movement
in warranty provisions.
As at
March 31, 2015
54.04
94.31
(71.24)
(3.38)
73.73
57.35
16.38
(` in Crores)
As at
March 31, 2014
40.68
47.74
(35.33)
0.95
54.04
51.78
2.26
b)
i)
During the financial year 2010-11, the Central Excise Department, Jalandhar raised a penalty demand for ` 0.10 crores
(previous year ` 0.10 crores) towards differential excise duty on finished goods sold by the branches at higher selling
price. The Company is contesting the same before the Central Excise and Service Tax Appellate Tribunal (CESTAT).
A provision of ` 0.10 crores (previous year ` 0.10 crores) has been made towards the liability on this account.
ii)
The Company has challenged the constitutional validity of Entry Tax in Rajasthan, Himachal Pradesh, Orissa and West
Bengal before the Honble High Courts in respective states. During the year 2014-15, a provision of ` 6.32 crores
(previous year ` 5.13 crores) has been made on this account and the liability as on date is ` 13.51 crores (previous year
` 7.21 crores).
32nd Annual Report 2014-15 169
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iii) During the financial year 2011-12, a demand of ` 0.21 crores (previous year ` 0.21 crores) has been raised by the
Excise and Taxation officer, Jalandhar. The Company is contesting the same before the Deputy Excise & Taxation
Commissioner, Jalandhar Division. However, the Company expects the liability of ` 0.06 crores (previous year
` 0.06 crores) on account of input tax credit on diesel and provision has been made accordingly.
iv) That a demand of ` 0.03 crores (previous year ` 0.03 crores) has been raised by the Income Tax Department for the
financial year 2003-04. The same is contested before the Honble Income Tax Appellate Tribunal. However, the Company
expects the liability of ` 0.02 crores (previous year ` 0.02 crores) and the provision has been made accordingly.
v)
In case of Group companies, litigations provisions, are related to Labour claim in Brazil and Belgium and Sales Tax
dispute in Brazil. The liability as on date is ` 29.84 crores (previous year ` 56.90 crores).
The table below gives information about movement in litigation provisions:
(` in Crores)
As at
March 31, 2015
60.62
6.32
(17.21)
(6.20)
43.53
15.45
28.08
As at
March 31, 2014
60.18
7.39
(11.42)
(0.28)
4.75
60.62
60.62
-
c)
Environmental Liabilities
The environment liabilities relates to clean up and remediation cost of water contamination for the factory located in Belgium
and for a site in Mullins, US.
(` in Crores)
As at
March 31, 2015
13.14
(1.25)
(1.43)
10.46
1.06
9.40
As at
March 31, 2014
12.14
0.13
(1.30)
2.17
13.14
0.62
12.52
d)
The Board of Directors has recommended a final dividend of ` 3/- per share of ` 1/- each (previous year of ` 10/- per share
of ` 5/- each). The payment of final dividend is subject to the approval of the shareholders in the ensuing Annual General
Meeting of the Company.
e)
Other provisions
Other provisions include restructuring provision pertaining to the remodelling of the business to ensure that the Group
companies remain competitive in the current economic scenario in Europe and onerous lease provision for the office in
Manchester that is no required by the Group companies. The table below gives information about movement in other
provisions :
(` in Crores)
As at
March 31, 2015
1.43
2.12
(2.21)
(0.26)
1.08
1.08
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As at
March 31, 2014
1.59
0.93
(1.37)
0.28
1.43
1.43
3,067.90
2,862.13
3,251.87
3,005.36
Total-Current Year
Total-Previous Year
244.39
187.88
210.90
144.00
3.73
0.67
4.40
2.70
28.14
0.95
29.09
41.18
55.69
0.66
1.00
90.00
27.99
10.05
1.80
2.40
12.76
8.25
210.62
0.28
210.90
144.00
0.02
-
66.66
234.59
33.98
211.59
32.68
32.68
23.00
0.14
22.60
4.78
2.34
1.37
0.01
2.40
0.21
33.98
33.98
211.59
0.13
-
(361.89)
294.45
(338.10)
274.59
(10.77)
(10.50)
(21.27)
18.52
(2.57)
0.05
(2.52)
1.34
(6.31)
(13.64)
(338.31)
0.21
(338.10)
274.59
(69.55)
(2.07)
(220.31)
(11.71)
(7.20)
(0.81)
(6.71)
-
1.23
1.23
1.23
3,067.71
3,251.87
2,906.72
3,067.90
73.41
47.03
0.51
1.74
122.69
139.56
36.75
1.55
38.30
44.41
758.09
12.09
2.19
1,490.67
155.32
95.00
18.19
17.86
98.16
115.89
2,898.11
8.61
2,906.72
3,067.90
57.85
76.80
As at
March 31, 2015
2,045.12
1,850.29
1,940.29
1,770.09
68.91
35.10
0.50
0.32
104.83
80.20
-
368.46
7.16
0.02
1,267.31
86.61
60.12
8.41
4.64
58.64
76.60
1,939.98
0.31
1,940.29
1,770.09
0.01
2.00
Upto last
year
138.66
115.54
127.75
104.35
10.71
0.20
10.91
11.19
-
22.12
1.56
0.17
51.12
18.82
7.63
1.94
1.22
12.32
8.79
126.69
1.06
127.75
104.35
1.00
For the
year
5.18
-
5.18
-
0.16
0.02
0.24
4.63
0.13
5.18
5.18
-
30.16
177.46
30.16
177.46
0.03
22.02
3.72
1.82
0.98
0.01
1.52
0.06
30.16
30.16
177.46
(324.09)
257.58
(306.61)
244.14
(11.08)
(6.40)
(17.48)
13.44
-
(57.90)
(1.43)
(212.57)
(10.15)
(6.30)
(0.72)
(5.51)
(12.07)
(306.65)
0.04
(306.61)
244.14
12.17
(0.83)
12.17
(0.83)
12.00
0.17
12.17
12.17
(0.83)
DEPRECIATION/AMORTISATION
Set Off
Sales/
Currency Impairment
from Adjustment Translation {refer note
Retained during the
no. 30 (8)}
Earnings
year
1,846.88
2,045.12
1,748.62
1,940.29
68.54
28.70
0.50
0.52
98.26
104.83
-
332.65
7.29
0.19
1,096.00
91.73
59.65
8.65
6.09
68.56
73.39
1,747.21
1.41
1,748.62
1,940.29
0.01
3.00
To date
(` in Crores)
1,221.22
1,206.82
1,158.49
1,127.68
0.39
0.07
4.87
18.33
0.01
1.22
24.43
34.73
36.75
1.55
38.30
44.41
425.44
4.80
2.00
394.67
63.59
35.35
9.54
11.77
29.60
42.50
1,150.90
7.20
1,158.10
1,127.61
57.84
73.80
1,206.82
1,155.53
1,127.68
1,092.04
0.07
0.46
11.54
22.43
0.01
0.75
34.73
38.14
43.86
0.55
44.41
24.89
403.63
6.34
1.17
376.27
57.21
34.37
10.16
10.83
35.47
44.89
1,119.80
7.81
1,127.61
1,092.04
64.66
74.80
NET BLOCK
As at
As at
March 31, 2015 March 31, 2014
Corporate Governance
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Notes:
1.
Freehold land includes land located at Narela Industrial Area in respect of which possession has not been given by authority.
2.
The title deed in respect of freehold land at Badli is yet to be executed.
3.
Buildings include ` 0.05 crores being the cost of premises purchased at Leonard Road, Bangalore, title deed in respect of which has not been executed as yet.
4.
The machinery retired from active use and held for disposal are classified as assets held for sale.
Details are as under:
Current year : Gross Block ` 2.19 crores, Accumulated depreciation ` 1.31 crores, Loss ` 0.49 crores and Net Block ` 0.39 crores
Previous year : Gross Block ` 1.31 crores, Accumulated depreciation ` 0.68 crores, Loss ` 0.56 crores and Net Block ` 0.07 crores
5.
During the year, the Company has capitalised pre-operating expenses of `1.95 crores (previous year `0.63 crores). {refer note no. 30(2)}
e)
80.45
57.53
0.51
1.07
139.56
118.34
43.86
0.55
44.41
24.89
772.09
13.50
1.19
1,643.58
143.82
94.49
18.57
15.47
94.11
121.49
3,059.78
8.12
3,067.90
2,862.13
64.67
76.80
Addition/
As at
April 01, 2014 Adjustments
during the
year
GROSS BLOCK
Sales
Currency Impairment
during the Translation {refer note
year
no. 30 (8)}
Management Discussion
and Analysis
d)
c)
Tangible Assets
Industrial Land
Freehold
Leasehold
Buildings
Freehold
Leasehold
Leasehold Improvements
Plant and Machinery
Dies and Tools
Furniture and Fixtures
Vehicles
R & D Equipments
Office Equipments
Electric Fans and Installations
DESCRIPTION
Directors Report
b)
1
2
3
4
3
4
5
6
7
8
9
10
a)
1
SL.
NO.
12 FIXED ASSETS
Business Review
Financial Statements
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
7.57
19.11
10.09
0.50
20.87
58.14
4.99
18.01
56.49
0.24
0.50
80.23
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
0.36
175.00
0.02
175.38
0.35
0.24
0.59
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
285.45
54.80
451.27
546.22
8.97
1.04
11.64
0.58
4.09
1,364.06
2.23
310.79
71.82
462.80
621.44
8.45
1.40
9.49
0.98
3.73
1,490.90
2.54
1,366.29
1,493.44
The above includes goods in transit as under:
Raw Materials
19.81
29.09
Finished goods
14.35
20.56
Stock in trade (traded goods)
142.20
190.47
a) Inventories other than scrap materials have been taken at lower of cost and net realisable value. (refer note no. 1.08)
b)
c) Raw material inventory of group companies amounting to ` 102.97 crores (previous year ` 128.12 crores) has been
valued on First in First out basis.
The stocks of scrap materials have been taken at net realisable value.
16 TRADE RECEIVABLES
Outstanding due for a period exceeding six months from the date they are
due for payment
Unsecured, considered good
Unsecured, considered doubtful
Less: Provision for doubtful receivables
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
6.47
47.82
54.29
47.82
6.47
14.89
63.33
78.22
63.33
14.89
172
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Other receivables
Unsecured, considered good*
Unsecured, considered doubtful
Less: Provision for doubtful receivables
Share of Joint Venture
Financial Statements
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
616.64
10.34
626.98
10.34
616.64
0.07
623.18
985.36
7.20
992.56
7.20
985.36
0.28
1,000.53
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
253.80
55.79
57.82
0.46
367.87
252.50
94.46
2.74
300.00
2.16
651.86
0.99
397.81
1.44
225.00
398.80
766.67
10.80
777.47
226.44
878.30
3.40
881.70
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
53.19
36.15
6.26
0.30
56.14
33.88
6.28
0.26
0.86
4.60
46.54
21.28
169.18
3.11
172.29
1.01
0.93
51.91
56.36
206.77
4.61
211.38
As at
March 31, 2015
(` in Crores)
As at
March 31, 2014
1.09
2.27
3.32
5.29
9.97
21.94
1.33
2.27
2.65
7.32
6.16
19.73
a)
b)
*The Company can utilise the balance only towards settlement of unclaimed dividend.
Sale of products
Finished goods
Traded goods
Share of Joint Venture
Less: Turnover discount, incentives and rebates
Other operating revenue
Scrap sales
Export incentives
{Including share of Joint Venture of ` 0.40 crores (previous year ` Nil)}
Revenue from operations (gross)
Less: Excise duty
Revenue from operations (net)
Details of products sold
Finished goods
Switchgears
Cables
Lighting and fixtures
{including share of Joint Venture of ` 0.19 crores (previous year ` 1.47 crores)}
Electrical consumer durables
Stock in Trade (traded goods)
Switchgears
Lighting and fixtures
{including share of Joint Venture of ` 0.36 crores (previous year ` 3.19 crores)}
Electrical consumer durables
Year ended
March 31, 2015
(` in Crores)
Year ended
March 31, 2014
6,616.43
2,767.19
9,383.62
0.55
9,384.17
538.65
8,845.52
6223.85
2734.25
8,958.10
4.66
8,962.76
501.00
8,461.76
36.24
6.77
27.70
7.76
8,888.53
319.10
8,569.43
8,497.22
311.42
8,185.80
1,304.38
2,485.33
2,064.07
1229.40
2201.38
2211.07
762.84
6,616.62
583.47
6,225.32
102.55
2,322.28
101.11
2305.94
342.72
2,767.55
9,384.17
330.39
2,737.44
8,962.76
Year ended
March 31, 2015
(` in Crores)
Year ended
March 31, 2014
34.59
1.82
1.22
8.44
2.98
1.30
50.35
0.11
50.46
26.79
0.60
0.88
6.85
5.12
0.97
41.21
0.04
41.25
Year ended
March 31, 2015
920.46
473.64
189.54
179.34
132.72
67.79
36.67
15.95
48.80
158.06
1,000.20
3,223.17
16.01
3,239.18
(` in Crores)
Year ended
March 31, 2014
871.52
422.60
188.67
135.92
127.24
61.00
53.44
21.30
63.15
150.41
1,044.94
3,140.19
9.23
3,149.42
21 OTHER INCOME
Interest income
Bank Deposits
Delayed payments from customers
Others
Miscellaneous income
Excess provisions no longer required written back
Provision for doubtful receivables written back
Share of Joint Venture
22 COST OF MATERIALS CONSUMED
Copper
Aluminium
General plastic
Paints and chemicals
Steel
Engineering plastic
Phosphor powder
Glass and glass tube
Ballast
Packing materials
Others
Share of Joint Venture
174
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Switchgears
Lighting and fixtures
Electrical consumer durables
Share of Joint Venture
(` in Crores)
Year ended
March 31, 2014
67.79
1,368.60
176.75
1,613.14
1,613.14
Year ended
March 31, 2015
Year ended
March 31, 2014
(Increase)/
Decrease
452.04
463.04
11.00
546.33
622.98
76.65
55.35
71.82
16.47
4.09
1,057.81
3.73
1,161.57
(0.36)
103.76
463.04
443.00
(20.04)
622.98
531.57
(91.41)
71.82
3.73
1,161.57
60.59
3.60
1,038.76
(11.23)
(0.13)
(122.81)
Year ended
March 31, 2015
(` in Crores)
Year ended
March 31, 2014
84.69
113.57
175.46
78.32
452.04
86.66
152.55
172.76
51.07
463.04
9.21
465.55
71.57
546.33
8.60
572.39
41.99
622.98
11.29
18.06
16.98
9.02
55.35
12.45
27.99
24.15
7.23
71.82
86.66
152.55
172.76
51.07
463.04
77.67
137.20
170.48
57.65
443.00
Year ended
March 31, 2015
(` in Crores)
Year ended
March 31, 2014
8.60
572.39
41.99
622.98
7.65
457.61
66.31
531.57
12.45
27.99
24.15
7.23
71.82
11.33
26.28
18.89
4.09
60.59
Year ended
March 31, 2015
835.64
182.50
3.73
136.74
27.49
1,186.10
1.40
1,187.50
(` in Crores)
Year ended
March 31, 2014
818.12
169.78
0.99
70.14
25.93
1,084.96
1.91
1,086.87
Year ended
March 31, 2015
54.22
5.79
0.10
3.83
(` in Crores)
Year ended
March 31, 2014
57.23
6.14
10.73
63.94
0.02
63.96
74.10
0.01
74.11
Year ended
March 31, 2015
126.69
10.91
137.60
1.06
138.66
(` in Crores)
Year ended
March 31, 2014
104.04
11.19
115.23
0.31
115.54
Year ended
March 31, 2015
37.43
84.21
151.89
(` in Crores)
Year ended
March 31, 2014
37.64
80.77
128.05
26 FINANCE COSTS
Interest expense
Bank charges
Miscellaneous financial expenses
Exchange difference to the extent considered as an
adjustment to borrowing cost
Share of Joint Venture
28 OTHER EXPENSES
176
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Year ended
March 31, 2015
4.76
93.50
(` in Crores)
Year ended
March 31, 2014
(1.72)
91.89
29.46
19.26
20.58
51.62
25.20
40.30
103.53
25.63
78.55
28.03
18.61
20.53
64.07
24.10
41.07
112.02
26.34
82.87
9.82
0.15
0.06
3.93
44.16
9.79
10.40
0.09
0.05
3.18
36.55
-
278.09
14.59
259.26
87.32
60.98
147.01
27.69
31.88
1.97
12.17
0.61
10.60
61.67
1,827.67
3.96
1,831.63
276.82
11.63
222.94
123.17
56.80
79.43
42.00
28.34
6.15
0.40
0.88
16.60
43.21
1,712.91
3.78
1,716.69
2014-15
2013-14
Liability towards banks against receivable buyout facilities {refer note (i)}
5.21
14.09
106.30
86.80
3.30
18.57
100.80
70.54
1.00
1.00
12.14
19.18
{amount deposited under protest ` 20.65 crores (previous year ` 8.35 crores)}
{refer point (ii)}
e
Notes:
i)
a)
The Company has utilised a receivable buyout facility of ` 210.98 crores (previous year ` 227.69 crores) from IDBI Bank
Limited against insurance backed trade receivables with a recourse of 10% of facility amount. Accordingly, the trade
receivables stand reduced by the said amount. A sum of ` 14.18 crores (previous year ` 13.78 crores) on account of
charges paid for this facility has been debited to trade receivables factoring charges account.
b)
The Company has utilised a receivable buyout facility of ` 70.38 crores (previous year ` 72.82 crores) from Axis Bank
Limited against insurance backed trade receivables with a recourse of 10% of the facility amount. Accordingly, the
trade receivables stand reduced by the said amount. A sum of ` 5.11 crores (previous year ` 5.31 crores) on account
of charges paid for this facility has been debited to trade receivables factoring charges account.
c)
During the year, the Company has arranged a receivable buyout facility of ` 137.41 crores (previous year ` 40.47 crores)
from The Hongkong and Shanghai Banking Corporation Limited against insurance backed trade receivables with a
recourse of 10% of the facility amount. Accordingly, the trade receivables stand reduced by the said amount. A sum
of ` 6.31 crores (previous year ` 4.68 crores) on account of charges paid for this facility has been debited to trade
receivables factoring charges account.
d)
The Company has arranged channel finance facility for its customers of ` 371.94 crores (previous year ` 356.46 crores)
from Yes Bank Limited and Axis Bank Limited against insurance backed trade receivables with a recourse of 10% of
the facility amount.
ii)
Sl.
Description
a)
b)
c)
d)
(` in Crores)
Disputed Amount
2014-15
2013-14
1994-96
to
2012-13
30.21
13.10
2004-05
to
2010-11
42.33
31.28
2003-04
to
2013-14
28.11
26.01
2001-02
0.12
0.12
2010-11
0.03
0.03
100.80
70.54
Based on favourable decisions in similar cases, legal opinions taken by the Company, discussions with the solicitors etc.,
the Company does not expect any liability against these matters and hence no provision has been considered in the books
of accounts.
Besides the above, show cause notices from various departments have been received by the Company have not been
treated as contingent liabilities since the Company has adequately represented to the concerned departments and does
not expect any liability on this account.
iii) a) The Company is under obligation to export goods within a period of eight years from the date of issue of EPCG licenses
issued in terms of para 5.2 of Foreign Trade Policy 2009-2014. As on the date of balance sheet, the Company is under
obligation to export goods worth ` 68.39 crores (previous year ` 95.47 crores) within the stipulated time as specified
in the respective licenses. Out of the said amount, the Company has fulfilled the export obligation of ` 65.63 crores
(previous year ` 82.65 crores) in respect of which application for Export Obligation Discharge Certificates (EODC) will
be filed with the Director General Foreign Trade (DGFT) within the stipulated time. Custom duty payable against the
said obligation is ` 8.55 crores (previous year ` 13.89 crores)
b)
Further the Company is under obligation to export goods worth ` 55.48 crores (previous year ` 70.46 crores) in respect
of duty free imports made by the Company against Advance Licenses. Out of the said amount, export obligation of
178
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` 54.32 crores (previous year ` 60.65 crores) has been fulfilled by the Company as at the end of the year in respect of
which application for Export Obligation Discharge Certificates (EODC) will be filed with the Director General Foreign
Trade (DGFT) within the stipulated time. Custom duty payable against the said obligation is ` 3.59 crores (previous year
` 5.29 crores)
(` in Crores)
2014-15
2013-14
Bank guarantees and Letter of Credits
Bank guarantees issued by banks
88.63
105.66
Letter of credits issued by banks
19.55
43.39
Commitments
Estimated amount of capital contracts remaining to be executed and not
provided for (net of advances)
For Lease Commitment {(refer note no. 30 (15)}
2014-15
(` in Crores)
2013-14
63.87
49.56
Other Litigations
i)
One of the customer of the Company had raised claims against the Company relating to supply of switchgear products.
The Company and the customer, considering their long-term relationship with each other and without admission of
liability on part of either party, have settled their respective claims. The full and final settlement of the claim have been
arrived at and the Company has agreed to pay an amount of ` 69.69 crores to the customer, which have appropriately
accounted for in the financial statements.
ii)
Additionally, the Group has some entry tax and other tax related litigations of ` 43.53 crores (previous year ` 60.62
crores) against which liability has been assessed as probable and adequate provisions have been made with respect
to the same. {refer note no. 11(b)}
iii)
Various litigation claims are ongoing against the Group as on March 31, 2015 out of which claim amounting to ` 45.34
crores are considered remote by the group. Accordingly the same are not considered in the above contingent liability
disclosure.
a)
Country of
incorporation
Date of
control
Nature
(` in Crores)
Share in profit or loss
As % of
consolidated
profit or loss
9
Amount
(`)
10
-0.52%
(-0.84%)
1.90%
(1.56%)
-0.02%
(-0.09%)
0.98%
-2.01
(-3.73)
7.33
(6.95)
-0.09
(-0.39)
3.76
(0.3%)
-2.79%
(1.34)
-10.77
(-3.21%)
-0.37%
(-0.36%)
0.00%
(-14.31)
-1.44
(-1.61)
0.00
(0%)
13.27%
(0)
51.14
(2%)
-1.32%
(8.92)
-5.10
Country of
incorporation
Date of
control
Nature
10
Thailand
20.04.2007
11
China
20.04.2007
12
Hong Kong
20.04.2007
13
Sweden
20.04.2007
14
Finland
20.04.2007
15
20.04.2007
16
Netherlands
20.04.2007
17
Belgium
20.04.2007
18
Belgium
20.04.2007
19
France
20.04.2007
20
France
20.04.2007
21
Italy
20.04.2007
22
Portugal
20.04.2007
23
Greece
20.04.2007
24
Spain
20.04.2007
25
Germany
20.04.2007
26
Switzerland
20.04.2007
27
Brazil
20.04.2007
28
Argentina
20.04.2007
29
Dutch Antilles
20.04.2007
30
Colombia
20.04.2007
(` in Crores)
Share in profit or loss
As % of
consolidated
profit or loss
9
(-1.89%)
-8.79%
Amount
(`)
10
(-8.43)
-33.88
(4.45%)
0.60%
(74.07)
10.83
(-2.75%)
0.81%
(-12.3)
3.13
(0.91%)
0.48%
(15.17)
8.70
(-0.35%)
1.27%
(-1.55)
4.89
(0.93%)
0.02%
(15.57)
0.40
(0.14%)
-0.36%
(0.61)
-1.37
(-0.11%)
-0.04%
(-1.78)
-0.76
(-1.69%)
-0.08%
(-7.52)
-0.30
(-0.06%)
0.00%
(-0.96)
-0.04
(0.13%)
-0.04%
(0.57)
-0.16
(0%)
-0.07%
(-0.03)
-1.32
(0%)
-0.62%
(0.02)
-2.39
(-0.13%)
-1.18%
(-2.18)
-21.39
(0.36%)
-1.90%
(1.59)
-7.34
(-2.99%)
-0.30%
(-49.83)
-5.42
(1.49%)
-0.03%
(6.63)
-0.10
(-0.49%)
-0.28%
(-8.17)
-5.07
(0.08%)
1.29%
(0.36)
4.98
(-1.41%)
2.24%
(-23.45)
40.64
(0.35%)
0.46%
(1.57)
1.76
(3.16%)
-1.34%
(52.73)
-24.39
(1.14%)
-3.72%
(5.11)
-14.32
(-0.91%)
0.01%
(-15.23)
0.17
(-0.12%)
0.03%
(-0.53)
0.12
(-0.04%)
0.43%
(-0.62)
7.86
(0.07%)
0.44%
(0.3)
1.68
(0.57%)
-0.11%
(9.42)
-1.98
(-0.06%)
0.25%
(-0.25)
0.97
(-0.43%)
-15.70%
(-7.19)
-285.43
(0.29%)
-17.55%
(1.28)
-67.65
(-15.88%)
-0.25%
(-264.53)
-4.62
(0.98%)
0.87%
(4.39)
3.36
(-0.42%)
0.26%
(-7.07)
4.80
(0.31%)
-19.39%
(1.38)
-74.73
(2.22%)
5.67%
(37.02)
103.02
(-5%)
3.78%
(-22.32)
14.56
(3.27%)
5.28%
(54.53)
95.98
(-5.99%)
6.64%
(-26.74)
25.58
(5.26%)
8.37%
(87.59)
152.22
(4.02%)
0.01%
(17.94)
0.04
180
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Country of
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Date of
control
Corporate Governance
Report
Nature
31
Mexico
20.04.2007
32
Mexico
20.04.2007
33
EI Salvador
20.04.2007
34
Guatemala
35
36
Financial Statements
(` in Crores)
Share in profit or loss
As % of
consolidated
profit or loss
9
(1.27%)
-2.00%
Amount
(`)
10
(5.66)
-7.69
(10.19%)
0.56%
(169.76)
10.17
(-0.13%)
0.00%
(-0.59)
0.00
(0.59%)
1.54%
(9.76)
28.01
(0.14%)
0.23%
(0.64)
0.87
20.04.2007
(1.45%)
1.11%
(24.23)
20.27
(0.36%)
0.74%
(1.61)
2.87
Costa Rica
20.04.2007
(1.41%)
7.70%
(23.54)
140.01
(-0.49%)
2.33%
(-2.17)
8.99
Panama
20.04.2007
(8.99%)
1.76%
(149.72)
32.01
(2.26%)
0.09%
(10.11)
0.35
37
Venezuela
20.04.2007
(2.2%)
0.27%
(36.72)
4.82
(1.07%)
-0.60%
(4.75)
-2.32
38
United
Kingdom
20.04.2007
(1.97%)
1.44%
(32.8)
26.21
(-2.53%)
8.18%
(-11.29)
31.53
39
United
Kingdom
20.04.2007
(-1.49%)
-1.78%
(-24.75)
-32.29
(6.03%)
-4.04%
(26.92)
-15.57
40
United
Kingdom
20.04.2007
(1.18%)
1.16%
(19.59)
21.06
(-4.57%)
1.12%
(-20.41)
4.30
41
Tunisia
20.04.2007
(0.22%)
0.31%
(3.7)
5.60
(2.88%)
-1.13%
(12.84)
-4.36
42
Dutch Antilles
20.04.2007
(0.47%)
0.00%
(7.88)
0.00
(-1%)
-0.04%
(-4.47)
-0.15
43
British Virgin
Islands
20.04.2007
(0%)
0.00%
(0)
0.00
(-0.03%)
0.00%
(-0.12)
0.00
44
07.01.2008
(0%)
0.65%
(0)
11.76
(0%)
0.54%
(0)
2.10
45
China
14.01.2008
(0.92%)
-0.09%
(15.38)
-1.57
(0.18%)
0.03%
(0.81)
0.11
46
Peru
18.01.2008
(-0.17%)
0.05%
(-2.85)
0.97
(-0.01%)
-0.17%
(-0.05)
-0.64
47
Chile
10.09.2008
(0.68%)
1.48%
(11.39)
26.93
(-0.13%)
-0.78%
(-0.57)
-3.02
48
Malaysia
10.09.2008
(1.47%)
0.02%
(24.46)
0.34
(-0.61%)
-0.38%
(-2.72)
-1.45
49
USA
31.12.2010
50
Panama
28.05.2010
(0.02%)
2.66%
(4.28%)
-8.92%
(0.26)
48.37
(71.34)
-162.14
(-0.41%)
-3.32%
(-2.97%)
4.48%
(-1.81)
-12.79
(-13.27)
17.27
51
Poland
29.05.2009
(-7.75%)
0.01%
(-129.09)
0.10
(3.71%)
-0.01%
(16.54)
-0.02
(0.01%)
(0.14)
(-0.2%)
(-0.91)
Country of
incorporation
Date of
control
Nature
1
Havells Sylvania TR Elektrik
rnleri Ticaret Limited
irketi
2
Turkey
3
17.11.2011
4
99.95% held by of Havells Sylvania
Europe Ltd. and 0.05 % held Havells
Sylvania UK Ltd.
53
PT Havells Sylvania
Indonesia
Indonesia
31.05.2011
54
10.07.2012
52
(ii) Foreign Subsidiaries having minority interests {to the extent of control 49% (previous year 49%)}
1
Thai Lighting Asset Co. Ltd.* Thailand
20.02.2012 49% held by Flowil International
Lighting (Holding) B.V.
(` in Crores)
Share in profit or loss
As % of
consolidated
profit or loss
9
0.03%
Amount
(`)
10
0.12
(0.14%)
-0.01%
(2.28)
-0.16
(-0.83%)
-0.76%
(-3.72)
-2.94
(0.25%)
0.18%
(4.15)
3.31
(-1.39%)
-0.74%
(-6.19)
-2.84
(0.68%)
(11.36)
(-0.05%)
(-0.23)
0.00%
-0.01
0.00%
-0.01
(0%)
(0.08)
(0%)
(-0.01)
(iii) Foreign Joint Venture {to the extent of control 50% (previous year 50%)} (as per proportionate consolidation / investment as per the equity method)
1
Jiangsu Havells Sylvania
Jiangsu
13.02.2012 Jointly Controlled Entity of Shanghai
0.66%
11.92
0.50%
1.94
Lighting Co., Ltd.
Province,
Yaming Lighting Co., Ltd. and
China
Havells India Ltd.
(0.76%)
(12.62)
(-0.36%)
(-1.59)
i)
ii)
* Flowil International Lighting (Holding) B.V. (WOS of SLI Europe B.V.) holds 49% equity interest in Thai Lighting Assets Co. Ltd. However
the said Company has majority representation on the board of directors of the entities and the approval of the said Company is required
for all major operational decisions and the operations are solely carried out for the benefit of the Group. Based on these facts and
circumstances, management determined that in substance the Group controls this entity and therefore has consolidated this entity in its
financial statements.
b)
The Group has entered into a Joint Venture agreement with Shanghai Yaming Lighting Co., Ltd., Shanghai, China on 26th December, 2011
for forming a Joint Venture Company for production of lighting lamps and lighting accessories and sales / services of related products.
Accordingly, a Company Jiangsu Havells Sylvania Lighting Co., Ltd. a Jointly Controlled Entity has been formed vide certificate of approval
dated 13th February, 2012 issued by the Peoples Government of Jiangsu Province, China. The Company has invested a sum of ` 30.87
crores (RMB 33.00 millions) {previous year ` 30.96 crores (RMB 33 millions)} towards 50% of capital contribution in said joint venture
Company as on the date of balance sheet.
Description of
Interest
Jointly Controlled
Entity
Country of Incorporation
Jiangsu Province, China
The Company interest in the joint venture is accounted by using proportionate consolidation method.
c)
In the consolidated financial statements, the figures of subsidiary Company Havells Holdings Limited,Havells Malta Limted
(including step down subsidiaries) and Havells Exim Limited have been incorporated based on the audited financial
statements as at March 31st, 2015 and of Joint Venture Jiangsu Havells Sylvania Lighting Co., Ltd. on the basis of the
audited financial statements ended on 31st December, 2014.
During the year, the Company has capitalized the following expenses of revenue nature to the tangible fixed assets, being
preoperative expenses related to projects. Consequently, expenses disclosed under the respective notes are net of amounts
capitalized by the Company.
(` in Crores)
2014-15
2013-14
Employee Benefits Expense
0.77
0.11
Other Expenses
1.18
0.52
1.95
0.63
The Companys manufacturing units at Village Gularwala, Baddi Distt.-Solan (Unit-II) (Himachal Pradesh) and Haridwar
(Uttarakhand) are exempted from excise duty vide Notification No. 49 and 50/2003 issued by Government of India, Ministry
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of Finance, Department of Revenue, Central Board of Excise and Customs, New Delhi and the profits of the said units are
eligible for deduction as per the provisions under section 80-IC of the Income Tax Act, 1961.
4
a)
Revenue Expenditure
Cost of materials consumed
Employee benefits expense
Rent
Travelling and conveyance
Legal and professional
Other expenses
b)
Capital Expenditure
Tangible assets
Intangible assets
2014-15
(` in Crores)
2013-14
5.09
53.22
2.80
2.98
2.01
7.71
73.81
7.02
51.08
2.32
2.40
3.74
5.01
71.57
1.77
0.66
2.43
2.62
0.24
2.86
5. Depreciation
(a) Till 31st March, 2014, depreciation was being provided on straight line method as per the rates prescribed in Schedule
XIV of the Companies Act, 1956. The Schedule XIV has been replaced by the Schedule II of the Companies Act, 2013
and the depreciation has been charged on straight line method on the basis of useful lives of the assets in the manner
as prescribed in the Schedule II of the Companies Act, 2013.
(b) Till 31st March, 2014, the assets for a value not exceeding ` 5,000/- were written off in the year of purchase as per
Schedule XIV of the Companies Act, 1956. Schedule II of the Companies Act, 2013 does not recognize such practice.
The depreciation on assets for a value not exceeding ` 5,000/- has been provided on the basis of their useful lives in
the manner as prescribed in the Schedule II of the Companies Act, 2013.
The applicability of Schedule II has resulted in the following impact on financial statements :
(` in Crores)
17.78
3.42
* Related to the carrying amount of assets with no remaining useful lives as on 1st April, 2014.
6 Goodwill
a)
Goodwill is allocated to the Groups cash-generating units (CGUs) identified according to economic area of operation
of segments.
The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use pre-tax
cash flow projections based on financial budgets and projections approved by management covering a five-year
period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. The
growth rate does not exceed the long-term average growth rate for the lighting business in which the CGU operates.
The key assumptions used for each of the above CGUs value-in-use calculations are terminal growth rate of 1%
(previous year 1%) and discount rate of 7.43% (previous year 7.50%).
Management determined budgets gross margin based on past performance and its expectations of market development.
The weighted average growth rates used are consistent with the forecasts included in industry reports. The discount
rates used are pre-tax and reflect specific risks relating to the business. The calculations performed indicate that there
is no impairment of goodwill.
b) Goodwill has been determined on the basis of excess of cost to the parent over net asset acquired in subsidiary
companies. Movement of Goodwill is as follows:
(` in Crores)
2014-15
2013-14
437.97
369.44
(79.91)
68.53
358.06
437.97
(a) The Company has availed working capital limits from banks under consortium of Canara Bank, IDBI Bank Limited,
State Bank of India, Standard Chartered Bank, ICICI Bank Limited, Yes Bank Limited and Hongkong and Shanghai
Banking Corporation Limited.
(b) Working capital limits from consortium banks are secured by way of:
i)
pari-passu first charge by way of hypothecation on stocks of raw materials, semi-finished goods, finished goods,
stores and spares, bill receivables, book debts and all movable and other current assets of the Company.
ii)
pari-passu first charge by way of equitable mortgage of land and building at 14/3, Mathura Road, Faridabad.
iii) pari-passu second charge by way of hypothecation of plant and machinery, generators, furniture and fixtures,
electric fans and installations.
(c) The Company has a debit balance in cash credit accounts as on the date of Balance Sheet.
The Group identifies its divisions into cash generating units for the purpose of testing of impairment of fixed assets. The
cash generating units have been identified on the basis of Group of assets that includes the asset that generates cash
inflows from continuing use that are largely independent of other assets or Group of assets.
Each of the identified cash generating units have been assessed at the balance sheet date and tested for impairment. The
Group has generally considered external factors influencing impairment of assets such as significant changes in market
value of the assets, changes in technology, market, economical or legal environment, return on investment etc. and internal
factors such as obsolescence, physical damage, changes at operation level etc. for assessment of impairment conditions
existing in the cash generating units as on the balance sheet date.
In Group companies, impairment of land and building, plant and machinery and other assets were recognised in the lighting
segment due to change economic conditions and phasing out of the products because of change in legal environment in
which entity operates, resulting in recoverable value being less than the carrying value. The total impairment recognised
during the year is ` 12.17 crores in Colombia and Belgium (previous year ` 0.40 crores relates to impairment in Malaysia and
UK). The aforesaid impairment loss have been recognised in the statement of profit & loss under the head other expenses
. The recoverable amount was based on net realisable value determined by active market references.
a)
Foreign currency exposures recognised by the Group that have not been hedged by a derivative instrument or otherwise
as at March 31st, 2015 are as under:
Currency
Nature of Transaction
GBP
USD
EURO
JPY
CHF
Others
(` in Crores)
As at March 31, 2014
Indian Rupees
30.85
75.96
Foreign Currency
1.02
0.15
Indian Rupees
102.13
14.68
$1.00
$4.52
62.52
282.58
$2.08
$0.88
125.23
52.70
$2.16
135.66
$3.41
204.94
0.11
0.11
7.55
7.07
0.12
0.14
9.62
11.96
0.27
0.14
0.69
0.41
CHF0.04
CHF0.02
2.31
1.25
CHF0.04
CHF0.00
2.75
0.19
0.44
0.62
3.82
3.56
0.61
0.02
6.24
0.21
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b)
Currency/Pair
of currency
Forward
contracts
Buy*
Euro-USD
Buy*
GBP-USD
Interest
Swap
ii)
Management Discussion
and Analysis
Corporate Governance
Report
Financial Statements
Sl. Details of
No. Derivatives
i)
Directors Report
Purpose
(` in Crores)
As at March 31, 2014
INR
(in crores)
Amount in
Foreign Currency
INR
(in crores)
To hedge the
import creditors.
To hedge the
import creditors.
USD 2,12,47,442
122.17
36.03
USD 60,00,000
(Euro 43,62,685)
USD 5,00,000
(Euro 3,63,557)
To hedge the
interest expense
on term loan.
Euro 4,65,88,733
314.52
Euro 6,05,18,733
499.74
3.00
10 Employee Benefits
For the Company, the disclosures pursuant to Accounting Standard-15, Employee Benefits specified under section
133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014 are given below :
i)
Contribution to Defined Contribution Plan, recognised as expense for the year are as under*:
2014-15
9.71
3.75
0.45
13.91
(` in Crores)
2013-14
8.98
2.23
0.47
11.68
2014-15
21.08
1.58
4.00
(1.85)
7.12
31.93
(` in Crores)
2013-14
16.15
1.41
2.78
(1.23)
1.97
21.08
2014-15
16.32
1.57
5.00
0.11
(1.85)
21.15
(` in Crores)
2013-14
12.86
1.29
3.36
0.04
(1.23)
16.32
c)
2013-14
100%
2006-08
(Ultimate)
7.85%
8.75%
5.00%
1994-96
(Ultimate)
9.10%
9.30%
5.00%
2014-15
1.67
(` in Crores)
2013-14
1.33
2014-15
100%
Actuarial assumptions
Mortality Table (LIC)
Discount rate (per annum)
Expected rate of return on plan assets (per annum)
Attrition Rate
g)
2014-15
4.00
1.58
(1.57)
7.01
11.02
(` in Crores)
2013-14
2.78
1.41
(1.29)
1.93
4.83
(` in Crores)
2013-14
16.32
(21.08)
(4.76)
2014-15
21.15
(31.93)
(10.78)
2013-14
2012-13
2011-12
2010-11
31.93
21.08
16.15
12.25
9.52
21.15
16.32
12.86
9.03
7.15
(10.78)
(4.76)
(3.29)
(3.22)
(2.37)
7.13
1.97
1.62
1.02
1.68
3.96
2.06
0.80
1.26
1.96
Surplus/(Deficit)
i)
The plan assets are maintained with Life Insurance Corporation of India (LIC) and Bajaj Allianze Life Insurance Company
Limited
j)
The Company expects to contribute ` 11.00 crores (previous year ` 5 crores) to the plan during the next financial year.
The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority,
promotion and other relevant factors including supply and demand in the employment market. The above information is as
certified by the Actuary.
The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of
plan assets held, assessed risks, historical results of return on plan assets and the Companys policy for the plan assets
management.
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ii)
Directors Report
Management Discussion
and Analysis
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Report
Financial Statements
For Group companies, the disclosures of Employee benefits as defined in the Accounting Standard-15, Employee
Benefits specified under section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules,
2014 are given below:
The Group has various defined benefit pension plans covering eligible employees in Germany, Thailand, France, Italy
and UK. Benefits are based on number of years of service and the employees compensation. The Groups funding
policy is consistent with the funding requirements of law and regulations in the various jurisdictions. The Group also
has a post retirement medical benefit plan in Switzerland and an early retirement plan in Belgium, which are unfunded.
The measurement date for the Groups defined benefit pension plan, defined contribution plan and post retirement
medical benefit plan is 31st March of each year.
2014-15
2013-14
390.59
364.05
5.39
6.30
395.98
370.35
2014-15
2013-14
127.37
65.31
127.37
65.31
2013-14
888.64
806.19
31.91
28.68
(d)
920.55
834.87
(550.28)
(502.59)
370.27
332.28
25.71
38.07
395.98
370.35
Post
retirement
medical plan
Total
6.89
6.89
10.81
10.81
108.02
108.02
125.72
125.72
4.20
4.20
Interest cost
11.54
11.54
49.57
49.57
65.31
65.31
The actual return on plan assets is a profit of Rs 24.69 crores (previous year Rs 64.15 crores)
e)
Post
retirement
medical plan
2014-15
6.31
(0.30)
(0.60)
5.41
2014-15
872.92
(119.98)
6.92
32.17
189.25
(35.03)
946.25
2013-14
669.73
141.86
5.50
31.87
52.20
(34.55)
866.61
2013-14
5.02
2.03
(0.74)
6.31
2013-14
674.75
143.89
5.50
31.87
52.20
(35.29)
872.92
Reconciliation of opening and closing balance of fair value of plan assets over the year is as follows:
2014-15
502.58
(46.18)
22.05
77.47
11.84
(17.48)
550.28
(` in Crores)
Total
Defined benefit
plans and early
retirement
plans
2014-15
866.61
(119.68)
6.92
32.17
189.25
(34.43)
940.84
(` in Crores)
2013-14
397.34
85.70
21.58
2.64
11.54
(16.22)
502.58
Equities
Diversified growth assets
Corporate bonds
Property
Gilts
Insurance contracts
Other
Total market value of assets
UK
2014-15
223.25
22.16
41.96
26.88
220.44
1.60
536.29
Germany
2014-15
13.99
13.99
Total
2014-15
223.25
22.16
41.96
26.88
220.44
13.99
1.60
550.28
(` in Crores)
Total (% )
2014-15
40.57%
4.03%
7.63%
4.88%
40.06%
2.54%
0.29%
100.00%
Equities
Diversified growth assets
Corporate bonds
Property
Gilts
Insurance contracts
Other
Total market value of assets
UK
2013-14
182.43
24.09
129.30
25.18
122.58
1.26
484.84
Germany
2013-14
17.75
17.75
Total
2013-14
182.43
24.09
129.30
25.18
122.58
17.75
1.26
502.59
Total (% )
2013-14
36.30%
4.79%
25.73%
5.01%
24.39%
3.53%
0.25%
100.00%
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h) Where relevant and available the principal actuarial assumptions used on the defined benefit plans for current year
are as follows:
2014-15
1.50% - 3.80%
2.50% - 5.00%
1.75% - 1.90%
1.75% - 1.90%
3.75% - 4.50%
Discount rate
Future salary increases
Inflation rate
Future pension increases
Expected return on plan assets
2013-14
3.25% - 4.50%
2.50% - 5.00%
1.75% - 2.20%
1.75% - 2.20%
3.75% - 4.70%
Assumptions regarding the future mortality experience are set based on actuarial advice in accordance with published
statistics and experience in each territory. Mortality assumptions for the most significant country, the UK, are based on SAPS
S1 pensioner mortality table with multiplier of 110% and projected with medium cohort mortality improvements in line with
each individuals year of birth.
Life expectancy rates as at balance sheet date
Male
Female
Life expectancy rates 20 years after the balance sheet date
Male
Female
Overall withdrawal rates (%)
i)
2014-15
2013-14
18.50 - 21.20
22.60 - 23.40
18.50 - 21.20
22.60 - 23.40
21.20 - 22.60
24.90 - 25.10
2.60 - 8.31
21.20 - 22.50
24.90 - 25.10
2.60 - 8.31
Amount for the current and previous four periods are as follows:
2014-15
940.82
550.28
390.54
189.25
77.47
2010-11
535.21
315.16
220.05
(22.34)
10.40
22.04
0.12
j) The Company expects to contribute ` 11.07 crores (previous year ` 11.84 crores) to the plan during the next financial
year.
11 Employee Stock Option Scheme
(a) The Company had, vide special resolution passed by way of postal ballot on 23rd January, 2013 approved Havells
Employees Stock Option Plan 2013 (ESOP 2013 or Plan) for granting Employees Stock Options in the form of Equity
Shares to eligible employees. The plan is administered by Havells Employees Welfare Trust (EW Trust) under the
supervision of the Nomination and Remuneration Committee of the Board of Directors of the Company (Committee)
in compliance with the provisions of SEBI (Employee Stock Option Scheme and Employee Stock purchase Scheme)
Guidelines, 1999 (SEBI Guidelines) and any other applicable provisions for the time being in force. The first grant date
of the options under the approved ESOP 2013 Plan was 8th April, 2013. The options are vested equally over a period
of 2 years after the date of grant, and the said options can be exercised any time within a period of 30 days from the
date of vesting and will be settled by way of equity shares in accordance with the aforesaid plan.
During the financial year 2013-14, the Company had granted 45,939 options at ` 677/- per share and the exercise price
was ` 338.50 per share.
2014-15
Total No. of
Weighted
Stock Options
average
exercise price
39,345
196,725
2013-14
Total No. of
Weighted
Stock Options
average
exercise price
338.50
67.70
Nil
-
2014-15
Total No. of
Weighted
Stock Options
average
exercise price
67.70
8,135
67.70
98,040
67.70
90,550
67.70
Nil
-
2013-14
Total No. of
Weighted
Stock Options
average
exercise price
45,939
338.50
6,308
338.50
286
338.50
39,345
338.50
Nil
-
The weighted average remaining contractual life for the stock option outstanding as at 31st March, 2015 is 0.05 years (previous
year 0.60 years). The exercise price for options outstanding at the end of year is ` 67.70 per share. The average market share
price of ESOP exercised during the year is ` 254.80 per share.
The weighted average fair value of stock option granted during the year is ` 237.48 per share. The Black Scholes valuation
model has been used for computing the weighted average fair value considering the following inputs:
Particulars
Average risk free interest rate
Expected Life of options as on grant date
Expected and Historical Volatility
Expected Dividend rate
2014-15
7.89%
2 years
37.14%
2.17%
2013-14
8.33%
2 years
33.22%
0.58%
The Company measures the cost of ESOP using the intrinsic value method. Had the Company used the fair value model
to determine the compensation, its profit after tax and earnings per share as reported would have changed to the amounts
indicated below:
Particulars
Profit after tax as reported
Add: ESOP cost using the intrinsic value method
Less: ESOP cost using the fair value method
Proforma profit after tax
2014-15
385.42
0.30
1.05
384.67
2013-14
446.33
0.99
0.89
446.43
2014-15
2013-14
6.17
6.16
7.15
7.16
6.17
6.16
7.15
7.15
(b) The Company had, vide special resolution passed by way of postal ballot on 9th June, 2014 and by way of amendment to the
Havells Employees Stock Option Plan 2013 (ESOP 2013 or Plan) included Part B - Havells Employees Stock Purchase
Plan 2014 and renamed the plan as Havells Employees Long Term Incentive Plan 2014 for granting Employees Stock
Options in the form of Equity Shares to eligible employees. The purchase price of the options was approved on 26th June,
2014 under the supervision of the Nomination and Remuneration Committee of the Board of Directors of the Company. The
options were vested as on 15th July, 2014 after the grant date and in accordance with the terms and conditions of the plan,
the said options were exercisable within a period of 30 days from the date of vesting and settled by way of issue of equity
shares. Accordingly during the year, Equity Shares of ` 1/- each were allotted to eligible employees at ` 223.17 per share.
As per the scheme, 50% of shares are under lock-in-period of one year and remaining 50% are under a lock-in-period of
two years.
As per the scheme, the Company will pay 50% of issue price for differential bonus shares to eligible employees as exgratia
/ bonus for the said amount.
In respect of stock options granted pursuant to the Companys stock options scheme, the intrinsic value of the options
(excess of market price of the share over the exercise price of the option) is treated as expense and accounted as employee
compensation over the vesting period and will be paid in two equal instalments annually.
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(c) The Company has debited an expense of ` 3.73 crores (previous year ` 0.99 crores) to the statement of profit and loss under
Employee Stock Option Scheme during the financial year.
12 Corporate Social Responsibility
As per provisions of section 135 of the Companies Act, 2013, the Company has to provide at least 2% of average net profits
of the preceding three financial years towards Corporate Social Responsibility (CSR). Accordingly, a CSR committee
has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. The Company has
contributed a sum of ` 9.79 crores towards this cause and debited the same to the statement of profit and loss. The
funds are primary allocated to QRG foundation, a society registered under section 12A of the Income Tax Act, 1961 for
undertaking Mid-Day meal scheme, Ashoka University, sponsored by International Foundation for Research and Education
(IFRE) which is a Not for Profit Company incorporated under the provisions of section 25 of the erstwhile Companies Act,
1956 for the promotion of education and to the Vivekanand Ashram for providing free education to underprivileged students.
13 Segment Reporting
The segment reporting of the Company has been prepared in accordance with Accounting Standard-17, Segment
Reporting, specified under section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014.
a)
Identification of Segments:
The Company has identified four reportable segments viz. Switchgears, Lighting and fixtures, Cables and Electrical
Consumer Durables on the basis of the nature of products, the risk and return profile of individual business and the
internal business reporting systems. The products included in each of the reported business segments are as follows:
(i)
(ii) The cable segment comprises of domestic cables and industrial underground cables.
(iii) The lighting and fixture segment comprises of energy saving lamps (CFL) and luminaries.
(iv) The electrical consumer durable segment comprises of fans, water heaters and domestic appliances.
The switchgear segment comprises of domestic and the industrial switchgears, electrical wiring accessories,
industrial motors, pumps and capacitors.
b)
Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of
the segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on
reasonable basis have been disclosed as Unallocated.
c)
Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax
related assets, borrowings and other assets and liabilities that can not be allocated to a segment on reasonable
basis have been disclosed as Unallocated.
(i)
A. Revenue
Segment Revenue
Switchgears
Cables
Lighting and fixtures
Electrical consumer durables
B. Results
Segment Results
Switchgears
Cables
Lighting and fixtures
Electrical consumer durables
2014-15
(` in Crores)
2013-14
1,279.02
2,190.42
4,071.69
1,028.30
8,569.43
1,219.19
1,926.43
4,186.80
853.38
8,185.80
439.23
265.69
167.82
258.47
1,131.21
403.46
210.99
231.53
230.58
1,076.56
2014-15
498.28
(` in Crores)
2013-14
408.36
632.93
668.20
63.96
74.11
568.97
594.09
Operating Profit
Finance Costs
Exceptional Expenses
568.97
594.09
183.55
147.76
385.42
446.33
534.21
505.42
C. Other Information
Segment Assets
Switchgears
Cables
458.27
511.05
1,880.72
2,488.80
380.49
258.38
3,253.69
3,763.65
1,577.48
1,573.84
4,831.17
5,337.49
Switchgears
257.93
202.71
Cables
166.52
181.42
1,533.84
1,661.15
143.50
93.60
2,101.79
2,138.88
911.11
1532.49
3,012.90
3,671.37
Switchgears
68.27
25.90
Cables
16.70
5.58
53.40
59.99
Unallocated
Segment Liabilities
Unallocated
Capital Expenditure
Unallocated
58.54
36.96
196.91
128.43
14.80
11.05
211.71
139.48
Switchgears
32.06
22.41
Cables
27.04
21.70
67.47
65.41
12.09
6.02
138.66
115.54
0.82
0.96
Switchgears
Cables
Unallocated
0.75
1.17
22.35
18.90
0.16
0.46
24.08
21.49
0.66
1.66
24.74
23.15
192
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Business Review
Management Discussion
and Analysis
Directors Report
Corporate Governance
Report
Financial Statements
Segment Revenue
The following is the distribution of Company's consolidated revenue by
geographical market, regardless of where the goods were produced.
Revenue-Domestic Market
Revenue-Overseas Market
Segment Assets
Within India
Outside India
Capital Expenditure
Within India
Outside India
2014-15
(` in Crores)
2013-14
4,905.17
3,664.26
8,569.43
4,396.04
3,789.76
8,185.80
2,597.51
2,233.66
4,831.17
2,471.24
2,866.25
5,337.49
168.88
42.83
211.71
91.94
47.54
139.48
As per Accounting Standard-18, Related Party Disclosures specified under section 133 of the Companies Act, 2013, read
with Rule 7 of Companies (Accounts) Rules, 2014, related parties in terms of the said standard are disclosed below:-
(` in Crores)
2013-14
(i)
(ii)
Sale of products
Enterprises in which directors exercise significant influence
QRG Medicare Limited
0.43
(iii)
Commission on sales
Enterprises in which directors exercise significant influence
Guptajee & Company
7.64
6.89
(iv)
0.02
0.22
-
(v) Sale of fixed assets
Enterprises in which directors exercise significant influence
QRG Medicare Limited
QRG Central Hospital & Research Centre Limited
(vi) Rent/Usage Charges Paid
Enterprises in which directors exercise significant influence
QRG Enterprises Limited
(vii) Miscellaneous Income (Service charges received)
Enterprises in which directors exercise significant influence
QRG Enterprises Limited
(viii) Trade mark fees and Royalty
Enterprises in which directors exercise significant influence
QRG Enterprises Limited
(ix)
(x)
Donation paid
Enterprises in which directors exercise significant influence
QRG Foundation
The Vivekananda Asharma
(xi)
CSR Contribution
Enterprises in which directors exercise significant influence
QRG Foundation
The Vivekananda Asharma
(xii) Rent received
Enterprises in which directors exercise significant influence
QRG Enterprises Limited
(xiii)
Dividend paid
Enterprises in which directors exercise significant influence
QRG Enterprises Limited
Guptajee & Company
Ajanta Mercantile Limited
Key Management Personnel
Shri Qimat Rai Gupta
Shri Surjit Gupta
Shri Anil Rai Gupta
Shri Rajesh Gupta
(xiv)
Managerial remuneration
Key Management Personnel
Shri Qimat Rai Gupta
Shri Anil Rai Gupta
Shri Rajesh Gupta
Shri Ameet Kumar Gupta
Shri Sanjay Kumar Gupta
2014-15
(` in Crores)
2013-14
19.34
19.34
40.00
40.56
2.50
0.11
2.61
5.50
0.25
5.75
0.67
0.01
0.68
0.72
0.01
0.73
0.03
0.03
37.97
3.77
13.75
47.46
4.72
16.21
6.87
6.53
2.36
0.24
71.49
8.59
8.16
2.95
0.30
88.39
9.64
8.26
5.24
1.22
0.42
24.78
6.34
4.83
4.57
15.74
194
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Business Review
Directors Report
Management Discussion
and Analysis
Corporate Governance
Report
Financial Statements
(` in Crores)
2013-14
1.58
0.07
0.05
0.05
1.75
Amount Payables
Enterprises in which directors exercise significant influence
Guptajee & Company
Key Management Personnel
Shri Qimat Rai Gupta
Shri Anil Rai Gupta
Shri Rajesh Gupta
Further, during the current year and earlier years, the Company has granted stock options to the key managerial personnel
in respect of which ` 0.11 crores (previous year ` Nil ) have been recognised as employee stock option expense under the
head employee benefits expense.
15 a) The Group has taken various residential / commercial premises under cancellable operating leases. These lease
agreements are normally renewed on expiry. There are no restrictions placed upon the Company by entering into these
leases.
b)
(i)
(ii)
(iii)
The Group has also taken few commercial premises under non-cancellable operating leases. There are no restrictions
placed upon the Company by entering into these leases. Normally there are renewal and escalation clauses in these
contracts. The total of future minimum lease payments in respect of such leases as on March 31st, 2015 is as follows:
Lease payments recognised in the statement of profit and loss as rent expense
for the year (including share of joint venture of ` 0.58 crores)
2014-15
30.18
50.05
49.57
129.8
(` in Crores)
2013-14
30.19
53.68
57.39
141.26
93.57
92.54
c)
The Group company has taken land and building on finance lease in Germany. The Lease have terms of renewal and
bargain purchase option. The future Minimum Lease Payments (MLP) under finance lease together with the present
value of the net MLP are as follows:
(` in Crores)
2014-15
2013-14
MLP
Present
MLP
Present
Value of MLP
Value of MLP
Not later than one year
5.14
4.72
2.87
2.16
Later than one year but not more than five
0.09
0.08
7.11
6.58
years
Later than five years
Total Minimum Lease Payments
5.23
4.80
9.98
8.74
Less: amounts representing finance
0.43
1.24
charges
Present value of Minimum Lease
4.80
4.80
8.74
8.74
Payments
d) During the current year, the sublease of Germany empty warehouse is extended. The sublease will expire on
28th February, 2016. Annual amount receivable under sublease are as follows:
(` in Crores)
2014-15
2013-14
Not later than one year
2.01
2.71
Later than one year but not more than five years
2.49
Later than five years
2.01
5.20
Amount recognised in income statement for the year ended March 31st, 2015 is Rs 2.51crores (previous year Rs. 2.67 crores).
a)
b)
2014-15
(` in Crores)
2013-14
385.42
446.33
0.00
385.42
0.00
446.33
624,170,729
6.17
623,874,775
7.15
385.42
446.33
0.00
385.42
0.00
446.33
624,235,842
6.17
623,971,485
7.15
624,170,729
623,874,775
65,113
624,235,842
96,710
623,971,485
17 Subsequent Event
The Company has acquired 51% stake in Promptec Renewable Energy Solution Private Limited, having its registered office
at Bengaluru, Karnataka for a consideration of ` 29.08 crores as per the share subscription cum purchase agreement dated
April 21, 2015 . The said Company is engaged in marketing and manufacturing of LED products including street lighting,
office lighting and solar lighting.
18 The figures have been rounded off to the nearest crore of rupees upto two decimal places. The figure 0.00 wherever stated
represents value less than ` 50,000/-.
19 Previous year figures has been regrouped / reclassified wherever necessary to make them comparable with the current year
figures.
20 Note No.1 to 30 form integral part of the balance sheet and statement of profit and loss.
The accompanying notes are an integral part of the financial statements.
As per our report of even date
Rajesh Gupta
Surjit Gupta
Director (Finance) Director
and Group CFO
DIN: 00002810
DIN: 00002842
Sanjay Gupta
Company
Secretary
Sanjay Johri
Deputy Vice President
(Finance)
196
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Panama
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26
28
29
30
Finland
Switzerland
France
France
Netherlands
Germany
Belgium
Poland
Belgium
UK
UK
Tunisia
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
GTQ
CHF
EUR
EUR
EUR
EUR
EUR
PLN
EUR
GBP
GBP
EUR
EUR
NOK
SEK
EUR
EUR
EUR
EUR
EUR
PEN
USD
USD
MXN
7.10
64.75
67.85
67.85
67.85
67.85
67.85
16.60
67.85
92.75
92.75
67.85
67.85
7.81
7.28
67.85
67.85
67.85
67.85
67.85
20.24
62.66
62.66
4.11
8.20
62.66
62.66
1.10
0.02
19.53
0.43
52.66
118.02
21.94
242.80
0.24
0.01
334.30
151.54
206.30
0.57
0.02
54.36
37.85
2.77
23.01
3.70
6.60
465.94
3.39
0.04
0.05
47.63
0.01
2.44
2.30
0.23
48.20
287.36
38.70
Share
Capital
(5.05)
(12.02)
(123.08)
(23.26)
(528.23)
(5.66)
0.09
(355.69)
(130.48)
(238.60)
5.03
(0.77)
(54.40)
(37.45)
5.09
(47.40)
(3.53)
(8.59)
(439.33)
(2.41)
31.96
(162.19)
77.09
20.26
25.56
93.68
4.58
104.02
(282.56)
64.32
Reserves
& Surplus
2.48
49.79
55.20
0.65
121.26
1.59
0.10
52.94
63.88
4.30
6.91
0.66
0.01
2.05
10.82
(1.14)
0.61
0.84
597.77
0.52
37.14
27.46
105.83
20.38
29.90
114.50
5.54
182.58
115.09
102.15
Total
Assets
7.10
9.15
60.27
1.96
406.69
7.01
0.00
74.33
42.82
36.59
1.31
1.42
0.05
1.65
2.96
23.25
0.44
2.82
571.16
(0.45)
5.13
189.60
(18.89)
0.11
1.89
18.52
0.72
30.36
110.28
(0.87)
Total
Liabilities
Investment
other than
Subsidiaries
0.04
21.49
1,993.08
3.31
41.61
161.09
29.56
29.94
189.43
11.87
220.79
167.24
105.31
Turnover
1.83
2.72
4.01
(2.39)
(68.11)
0.07
(0.02)
(8.30)
7.90
(12.63)
(4.34)
(0.34)
(0.16)
(1.37)
2.21
1.19
0.30
1.60
28.47
(0.64)
2.88
17.27
(7.99)
2.87
1.66
32.67
(1.32)
3.03
(74.73)
14.56
Profit
before
taxation
(1.54)
0.97
(0.97)
(0.46)
0.16
(0.96)
3.60
2.94
0.02
(0.04)
0.52
15.51
0.18
0.63
(3.05)
2.53
(0.30)
0.79
7.09
1.00
2.99
3.36
1.76
4.98
(2.39)
(67.65)
(0.10)
(0.02)
(7.34)
4.30
(15.57)
(4.36)
(0.30)
(0.16)
(1.37)
1.68
(14.32)
0.12
0.97
31.53
(0.64)
0.35
17.27
(7.69)
2.87
0.87
25.58
(2.32)
0.04
(74.73)
14.56
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Provision
Profit Proposed
% of
for
after Dividend Shareholding
taxation taxation
Corporate Governance
Report
27
23
22
24
21
25
19
Norway
Sweden
Greece
Italy
Portugal
Spain
UK
Peru
Panama
31/12/2014
31/12/2014
USD
USD
VEB
COP
BRL
ARS
Currency Exchange
Rate
Reporting Currency
and Exchange rate
as on last date of
financial year in
case of foreign
subsidiaries
Management Discussion
and Analysis
20
17
18
15
16
13
14
11
12
Guatemala
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
Reporting
period
for the
subsidiary
concerned
Directors Report
10
Mexico
Ecuador
El Salvador
Venezuela
Colombia
Brazil
Argentina
Country
Part A : Subsidiaries
Form AOC -1
Salient features of Financial Statements of Subsidiaries / Joint Ventures pusuant to section 129 (3) read with Rule 5 of companies (Accounts) Rules, 2014
Business Review
Financial Statements
Netherlands
45
46
Costa Rica
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
Reporting
period
for the
subsidiary
concerned
49
50
51
52
53
54
55
Indonesia
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
31/12/2014
198
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Isle of Man
Hongkong
British Virgin
Islands
British Virgin
Islands
31/03/2015
31/03/2015
31/12/2014
31/12/2014
South Africa
Thailand
47
48
Chile
43
Netherlands
Netherlands
Malta
Dubai
Malaysia
Shanghai
Hongkong
China
Thailand
Netherlands
44
41
42
39
38
40
36
37
34
35
32
Netherlands
31
33
Country
EUR
USD
USD
USD
USD
MXN
ZAR
THB
IDR
TRY
CLP
USD
CRC
EUR
EUR
EUR
AED
MYR
CNY
HKD
CNY
THB
EUR
EUR
EUR
67.85
62.66
62.66
62.66
62.66
4.11
5.16
1.92
0.00
24.08
0.10
62.66
0.12
67.85
67.85
67.85
17.06
16.88
10.09
8.08
10.09
1.92
67.85
67.85
67.85
Currency Exchange
Rate
Reporting Currency
and Exchange rate
as on last date of
financial year in
case of foreign
subsidiaries
993.06
0.00
46.42
161.19
12.58
0.31
0.03
0.17
0.47
13.32
3.74
11.63
10.97
911.53
952.17
953.64
0.70
0.37
6.91
8.72
9.57
0.28
641.22
164.68
1,387.05
Share
Capital
(39.26)
23.25
2.93
(0.31)
3.28
(0.18)
(0.63)
(12.18)
23.19
21.22
129.04
(913.24)
(1,031.30)
(953.29)
11.06
(0.04)
(8.48)
(0.01)
1.26
28.41
(600.25)
(163.63)
(1,349.47)
Reserves
& Surplus
0.21
282.29
46.42
161.19
15.51
26.52
3.65
0.02
0.30
1.28
25.45
52.55
169.17
0.69
2.01
0.39
18.33
0.38
0.38
12.98
14.94
91.46
42.26
1.10
37.59
Total
Assets
0.05
259.04
26.52
0.35
0.03
0.46
0.14
(1.49)
19.69
29.16
2.40
81.14
0.04
6.57
0.04
1.95
4.27
4.11
62.77
1.28
0.06
0.01
Total
Liabilities
1,022.22
(2.01)
7.33
(0.15)
(2.84)
(0.01)
(2.94)
0.12
(3.02)
(12.79)
8.99
(10.77)
3.76
(0.09)
2.10
(1.45)
0.11
4.89
3.13
(33.88)
51.14
(5.10)
(1.44)
(2.01)
7.33
(0.15)
-
1.69
1.96
0.09
(35.03)
1.90
100%
100%
100%
100%
100%
100%
100%
49%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Provision
Profit Proposed
% of
for
after Dividend Shareholding
taxation taxation
(2.84)
(0.01)
(2.94)
0.12
(3.02)
(11.10)
10.95
(10.77)
3.76
(0.09)
2.10
(1.45)
0.11
4.89
3.13
(33.79)
16.11
(3.20)
(1.44)
Profit
before
taxation
4.48
0.05
22.16
86.70
153.45
55.16
0.24
31.26
14.82
88.04
Turnover
Investment
other than
Subsidiaries
Business Review
Directors Report
Management Discussion
and Analysis
Corporate Governance
Report
Financial Statements
2.
31st Dec-2014
3.
` 30.87 crores
Extend of Holding %
50%
4.
5.
NA
6.
` 34.05 crores
7.
i.
Considered in Consolidation
` 2.15 crores
ii.
` 2.15 crores
Rajesh Gupta
Director (Finance)
and Group CFO
DIN: 00002842
Sanjay Gupta
Company
Secretary
Sanjay Johri
Deputy Vice President
(Finance)
120.54
102.15
78.51
63.21
24.26
1.21
19.00
1.90
26.88
235.55
56.06
281.69
273.61
242.25
3.47
33.17
332.99
141.00
99.48
13.44
162.57
109.84
232.61
175.65
153.20
3.17
8.33
363.26
2007
1,681.06
133.84
1,547.22
2006
1,115.14
111.61
1,003.53
26.00
2.60
28.96
620.07
35.80
474.05
427.88
385.25
164.79
64.91
575.39
166.25
143.54
185.42
2008
2,231.89
176.32
2,055.57
24.93
2.49
30.08
901.83
70.28
385.47
523.41
465.48
387.87
157.37
394.00
167.27
145.23
196.82
2009
2,333.82
135.46
2,198.36
36.57
3.66
31.19
1,104.00
115.81
416.17
673.64
601.23
531.71
68.23
509.79
290.31
228.16
305.48
2010
2,476.18*
104.77
2,371.41
19.40
3.88
62.39
1,278.42
133.62
642.13
829.91
730.30
715.47
49.18
675.23
309.87
242.05
337.30
2011
3,045.60*
163.95
2,881.65
24.48
4.90
62.39
1,545.93
128.58
854.44
975.32
833.95
775.07
136.21
901.72
373.81
305.43
459.07
2012
3,830.56*
214.95
3,615.61
29.76
5.95
62.39
1,807.83
108.78
817.38
1,108.91
913.54
791.92
246.54
906.28
457.18
371.39
534.86
2013
4,506.37*
281.38
4,224.99
38.36
7.67
62.39
2,067.46
195.52
1,020.99
1,188.23
934.06
882.52
626.16
955.36
595.10
478.69
641.60
2014
5,031.11*
311.42
4,719.69
7.45#
7.45
62.44
2,313.35
83.46
1,146.23
1,349.03
1,007.32
1,011.76
522.34
1,107.43
646.25
464.94
699.10
2015
5,557.79*
319.10
5,238.69
In Financial Year 2014-15, the Company has subdivided its equity share of the face value of ` 5/- fully paid up into 5 equity shares of ` 1/- each fully paid up. Accordingly, EPS
has also been adjusted.
Financial Position
Share Capital
Reserves and Surplus
Loan Funds
Current Liabilities
Gross Block
Net Block
Total investments
Cash and Bank Balance
Current Assets
200
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NOTES
NOTES
NOTES
NOTES
Contents
Corporate
Information
01
02
04
About Us
10
Chairmans Letter
Directors Report
26
Management Discussion
& Analysis
67
Corporate Governance
Report
Standalone Financial
Statements
Consolidated
Financial Statements
Progress at a Glance
of Last 10 Years
80
101
145
200
Making in
INDIA
Powering the
WORLD