Usfda Piramal PDF
Usfda Piramal PDF
Usfda Piramal PDF
Annual Report
2018-19
"You are what your deep driving desire is.
As your desire is, so is your will.
As your will is, so is your deed.
As your deed is, so is your destiny."
Brihadaranyaka Upanishad IV.4.5
Since 1988:
24% CAGR
29% CAGR
28% Annualised
returns
28% CAGR
50% CAGR
32% Annualised
returns
Notes: 1. FY1988 Revenue and PAT numbers were for the year ending June 30, 1988. FY2019 numbers are reported as per Ind AS, rest of the numbers are as reported. Income
under share of associates primarily includes our share of profits at Shriram Capital and profit under JV with Allergan, as per the new accounting standards.
2. Normalised profit excludes exceptional items. FY2018 Normalised Net Profit excludes synergies on account of merger of subsidiaries in Financial Services segment.
FY2019 normalised net profit excludes non-recurring and non-cash accounting charge towards imaging assets & non-recurring exceptional item
3. Total shareholder returns are as on March 31, 2019. Assumes re-investment of dividend in the stock (Source : Bloomberg)
4. For the period FY2012 to FY2019.
Prudence
Contents
Persistence STRATEGIC OVERVIEW . . . . . . . . . . . . . . . . . 1-43
Piramal Enterprises at a Glance . . . . . . . . . . . . . . . . . . . . . . 2
Financial Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Key Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Performance
Pharma and Healthcare Insights & Analytics . . . . . . . . . . . . . 8
Key Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Chairman’s Message . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Key Performance Indicators . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Performing Stronger Despite Roadblocks . . . . . . . . . . . . . 18
Stringent USFDA Audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Pricing Pressures in Pharma . . . . . . . . . . . . . . . . . . . . . . . . 22
Demonetisation, RERA and GST . . . . . . . . . . . . . . . . . . . . . 24
NBFC Liquidity Tightening. . . . . . . . . . . . . . . . . . . . . . . . . . 26
Differentiators driving PEL's superior performance . . . . . 28
High Promoter Commitment . . . . . . . . . . . . . . . . . . . . . . . 30
Strong Balance Sheet & Efficient Capital Allocation. . . . . 31
Thinking Ahead of the Curve . . . . . . . . . . . . . . . . . . . . . . . 32
Proactive measures to mitigate risks . . . . . . . . . . . . . . . . . 33
Innovation Culture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Multiple Drivers of Value Creation. . . . . . . . . . . . . . . . . . . 36
Trusted Partnerships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Board and Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Trusteeship approach
Delivering to Our Employees . . . . . . . . . . . . . . . . . . . . . 40
Delivering to Our Customers . . . . . . . . . . . . . . . . . . . . . 41
Delivering to Our Investors . . . . . . . . . . . . . . . . . . . . . . . 42
Delivering to Our Society . . . . . . . . . . . . . . . . . . . . . . . . 43
Presence in
45
In Financial Services, Piramal Capital & Housing Finance Limited
(PCHFL), a wholly owned subsidiary of Piramal Enterprises Limited
(the flagship company of Piramal Group), is registered as a housing
finance company with the National Housing Bank (NHB) and locations in 18 countries
is engaged in various financial services businesses. It provides
wholesale financing to real estate developers and corporate clients,
24%
and retail housing loans to individual customers. In real estate, the
platform provides financing solutions across the entire capital stack
such as structured debt, construction finance, flexi lease rental
discounting etc. to developers and housing finance to home buyers. Revenue CAGR for 31 years
The wholesale business in non-real estate sectors includes separate
verticals – Corporate Finance (CFG) and Emerging Corporate Lending
29%
(ECL). CFG provides customised funding solutions to companies
across sectors such as infrastructure, renewable energy, roads,
industrials, auto components etc. while ECL focuses on lending
towards Small and Medium Enterprises (SMEs). Net Profit CAGR for 31 years
PCHFL’s group companies maintain strategic partnerships with
leading global pension funds such as CPPIB, APG and Ivanhoe
29%
Cambridge.
The division has also launched a distressed asset investing platform
with Bain Capital Credit - India - RF that will invest in equity and / Dividend Payout Ratio1
or debt in assets across sectors (other than real estate) to drive
restructuring with active participation in turnaround. PEL also has
28%
long term equity investments worth ~$1 Billion in Shriram Group, a
leading financial conglomerate in India.
In Pharma, through an end-to-end manufacturing capabilities across
Annualised shareholder
13 global facilities and a large global distribution network to over
returns for 31 years
100 countries, PEL sells a portfolio of niche differentiated pharma
products and provides an entire pool of integrated pharma services
including in the areas of injectable, HPAPIs (High Potency Active
`50,810 Crores
Pharmaceutical Ingredients), ADCs (Antibody Drug Conjugates) etc.
The Company is also focusing on growing the Consumer Products
segment in India.
Market Capitalisation as on March 31, 2019
PEL’s Healthcare Insights & Analytics business is the premier provider
of healthcare analytics, data & insight products and services to the
Notes: 1. Recommended by the Board
world’s leading pharma, biotech and medical technology companies
and enables them to take informed business decisions.
02
C O R E VA L U E S
At Piramal Group, our core values of Knowledge, Action, Care and Impact are integral to our guiding philosophy. These values represent our
deeply held beliefs and define us at the individual as well as the organisational levels. We encourage a deep understanding of these core
values and believe in institutionalising them across the organisation to build a distinctive Piramal culture.
We stay true to our purpose of ‘Doing Well and Doing Good’ by following three basic tenets
Serving People Making a Positive Difference Living Our Values
We aim to serve our customers, community, We aim to make a positive difference We live by our values in our everyday
employees, partners and all other through our products, services, customer- actions, decisions and conduct, at a personal
stakeholders by putting their needs and centric approach and innovation-led as well as a professional level.
well-being first. research.
C O R P O R AT E S T R U C T U R E
Piramal Enterprises
FY2019 Revenues: `13,215 Cr (~$1.9 Bn)3
2019 Capital Employed1 60% 2019 Capital Employed1 23% 2019 Capital Employed1 17%
Notes: 1. As per books. Excludes unallocated portion of capital employed to various business segments;
2. ROE for current reported period FY2019 is considering Cash Tax and other synergies from merger;
3. Average exchange rate for period is 69.9/USD and Closing exchange rate is 69.3/USD
4. SCL: Shriram Capital Limited; STFC: Shriram Transport Finance; and SCUF: Shriram City Union Finance
03
FINANCIAL SERVICES
Page 58
Corporate Finance Group (CFG)
Sector agnostic corporate lending `9,889 Crores
Senior Lending
Promoter Funding
Loan Against Shares
book (non – Real Estate) Mezzanine & Structured Lending
Project Finance
Acquisition Funding
Capex Funding
Page 60 Working Capital Term loan
Page 62
Investments in Shriram
`Book7,253
10% in Shriram Transport Finance Company
Crores 20% in Shriram Capital Limited
Leading player in used 10% in Shriram City Union Finance
value of investments
Commercial Vehicle and MSME
Financing
Page 63
IndiaRF
Debt and/or equity in assets across
₹744
AUM
Crores
JV with Bain Capital Credit
Initial contribution of $100 Mn each by PEL and Bain
Capital Credit
sectors (other than real estate)
to drive restructuring with active
participation in turnaround
Page 64
Alternative AUM
The platform manages alternate AUM
`AUM9,269 Crores
Alternate Funds
Third party mandate
Managed account
under several categories Strategic partnerships: APG, CPPIB, CDPQ
Page 65
04
D7,063 Crores
Revenues
Strategic Overview
Loan Book
(` Crore)
FY2019 ROE1 of 19%
56,624
Gross NPA ratio as on
March 31, 2019 is 0.9%
42,168
K E Y D E V E L O P M E N T S I N F Y2019
24,975
13,338
• Delivered robust ROE1 of 19% for Consistently diversifying the loan book to reduce the risk profile
FY2019 (%)
100
• Relationship with 147 developers 3
2 9
Housing Finance
Statutory Reports
finance business – loan book grew to Construc�on
Finance - Residen�al
20 44 2 2
₹5,188 Crores as on March 31, 2019 29 Loans Against
19 16 Property (LAP)
from ₹1,210 Crores a year ago
0 Structured Debt
Mar- Mar- Mar- Mar- Mar-
15 16 17 18 19
• Housing finance presence in 15 cities
through 16 branches
Rapidly Growing Income from Financial Services
(` Crore)
• Partnered with 740+ Direct Sales Agents
7,063
and 1,850+ Connectors on
Financial Statements
• Housing finance became the major • Reduced CPs from nearly `18,000
driver of growth since Sep-2018, loan Crores to nearly `8,900 Crores during
book increased from `1,210 Crores to H2 FY2019
`5,188 Crores during the year • Banks contributes 71% of borrowing in
• Housing finance accounts for 9% of the March 2019 vs. 49% in Sep 2018 in Q3
overall loan book versus only 3% a FY2018 and Q4 FY2018
year ago
06
Consistently Amongst the
maintained healthy least levered
asset quality with NBFCs / HFCs in
GNPA <1% and India
delivered robust • Debt-to-equity ratio (excluding
ROE even after the investments in Shriram) of 3.9x
and debt-to-equity ratio (including
fund raise investments in Shriram) of 2.2x as of
March 31, 2019 – amongst the lowest
across sizeable NBFCs / HFCs in India
• GNPA ratio of 0.9% as on March 31, 2019 – • Allocated ~ `5,000 Crores from the
among lowest across major NBFCs/HFCs in capital raise to the Financial Services
India business in Q3 FY2018 and
• Provisions of 1.9% of the total loan book, Q4 FY2018
despite healthy asset quality
• Post-tax ROE* of 19% in FY2019 for the
Financial Services business (excluding
investments in Shriram)
*On a cash-tax basis and other synergies from merger
07
PHARMA
Page 82
08
K E Y D E V E L O P M E N T S I N F Y2019
D4,786 Crores
Strategic Overview
• Successfully completed 2 USFDA inspections, 42 other
Revenues
regulatory inspections and 163 customer audits during
FY2019
Pharma Revenues
• Integrated model of services spanning across the entire
(` Crores)
drug life-cycle
4,786
15
• Over 70 integrated projects completed till date; 28
integrated projects in FY2019 % 4,322
• 13 manufacturing facilities across North America, 8 years 3,893
Europe and Asia Revenue CAGR 3,467
• Built strong capabilities in High Potency APIs and
3,008
Antibody Drug Conjugates 2,715
• Built niche capabilities in injectable anesthesia,
`1,332 Crores
Statutory Reports
Revenue
K E Y D E V E L O P M E N T S I N F Y2019
• Assisting clients in Pharma, MedTech, Payer, and Healthcare Insights & Analytics - Addressable Market Size
Provider sectors, addressing some of the most pressing ($ Billions)
commercial questions facing the healthcare industry
• Margins to improve through strengthening of India
presence, with over 400 employees operating out of
Healthcare Life Provider Payer Total
India Sciences
services
Financial Statements
09
KEY HIGHLIGHTS FOR THE PHARMA BUSINESS
10
Differentiated Growing India
business model Consumer Products
for sustained through launches,
growth acquisitions,
• Our differentiated business model has
e-commerce and
enabled us to perform better than most
other Indian pharma companies
technology
• Over 90% of revenues derived from
niche businesses of complex generics • Business seeing recovery post GST impact
and Contract Development and with H2 FY2019 revenues up 30% as
Manufacturing Operations (CDMO), as compared to H1 FY2019
compared with less than 5% for most • Tapping ecommerce, rural, exports and
large Indian Pharma companies alternate opportunities in order to widen
• Built strong capabilities in High Potency the distribution network
Active Pharmaceutical Ingredients and • Using analytics for developing sales
Antibody Drug Conjugates strategy and setting credit limits for
• Positioned ourselves as partner of distributors
choice for large Global Pharma and • Improving reach to match complete
virtual Biotech companies product availability and reducing
• Built niche capabilities in complex stock-outs
products such as injectable anesthesia,
inhalation anesthesia, intrathecal
spasticity etc.
11
CHAIRMAN'S MESSAGE
The unique combination of a strong balance sheet, uncompromising focus on quality &
compliance, pro-active risk management and our trusteeship approach creating maximum
value for all stakeholders in tandem with our strong values-driven culture has held us in
good stead, despite the challenging industry environment.
Dear Shareholders, funds that are amongst the largest providers of funds to the sector,
resorted to a cautious approach towards financing NBFCs. Our strong
My warm greetings to you.
reputation as a Group, our company’s robust balance sheet, strong
I look forward to this time of the year to re-connect with you on track-record of growth, asset quality & profitability, enabled us to
how we have fared both as an enterprise as well as an organisation receive adequate funds during the peak of the tightened liquidity
engaged in creating social impact at scale. environment. Even in the current environment, stronger NBFCs such
as ours, continue to receive sufficient funding. This is a testament
Delivering Strong Performance to our ‘best-in-class’ asset quality that is reflected in the gross NPA
Our ability to think ahead of the curve, create innovative, ratio of less than 1% for the past 12 quarters, and a debt-to-equity
differentiated and sustainable business models combined with multiple of 3.9x, which makes us one of the least leveraged NBFCs
seamless execution capabilities, has enabled us to create new in India.
businesses whilst bolstering existing ones. This is reflected in the
robust performance recorded consistently, over the last 31 years, Our Performance
where we have delivered a revenue CAGR of 24%, net profit CAGR of Several NBFCs saw their loan book stagnate or shrink in the second
29% and annual shareholder return of 28%. half of FY2019, due to funding constraints. Despite a challenging
business environment our loan book grew 34% y-o-y to ₹56,624
Over the recent years, the sectors that we operate in, have faced
Crores. We disbursed ₹29,762 Crores during the full year, of which
multiple challenges. The real estate sector in which, through our
₹11,241 Crores was disbursed, in the last 6 months. In addition, we
financial services business, we lend to tier-1 real estate developers,
received re-payments amounting to ₹16,658 Crores during the year,
was impacted by the introduction of RERA, GST and demonetisation.
nearly half of which was repaid in the last 6 months.
Increasingly, the Pharma sector has also been witnessing significant
pricing pressure and stringent regulatory scrutiny. More recently, Our Financial Services business delivered robust returns, generating
the NBFC sector was impacted by a liquidity tightening situation, an ROE of nearly 19% for FY2019, despite the continuous de-risking
triggered by a default by a large financial services company. of the loan book and fund raise in the previous year.
The unique combination of a strong balance sheet, uncompromising
Measures Taken to Further Strengthen the Balance Sheet
focus on quality & compliance, pro-active risk management and our
While we were well-positioned to navigate the headwinds in
trusteeship approach creating maximum value for all stakeholders
the NBFC sector, we continue to build resilience, by further
in tandem with our strong values-driven culture has held us in good
strengthening our liability and asset side.
stead, despite the challenging industry environment.
Liability Side:
Financial Performance Recognising the sector sentiment, we shifted our borrowing mix
We have recorded another year of robust performance despite towards longer-term sources of funds and significantly reduced the
liquidity tightening in the NBFC sector in the second half of FY2019. dependence on Commercial Papers (CPs) from ~₹18,000 Crores as
During the year, our revenues grew 24% y-o-y to ₹13,215 Crores of September 2018 to ~₹8,900 Crores in March 2019. We raised
and normalised net profit in FY2019 grew 25% to ₹1,936 Crores as ~₹16,500 Crores (i.e. nearly 30% of the loan book) via NCDs and bank
compared to ₹1,551 Crores in FY2018. We have delivered a 4-year loans between September 2018 and March 2019. Additionally, we
revenue CAGR of 27% and 4-year normalised net profits CAGR of have a well-matched ALM, with cumulative inflows higher than the
46%. We have been consistently delivering 20%+ growth in revenues cumulative outflows in almost every bucket.
and net profit, over past 15 quarters.
Asset Side:
For FY2019, the Board has recommended, subject to your approval, We continue to diversify our loan book and increase its granularity,
a dividend of ₹28 per share at a dividend payout ratio of 29%. as we aim to reduce the overall risk profile. Wholesale real estate
exposure has decreased from 83% in March 2015 to 63% in March
Financial Services 2019, excluding Hospitality and Lease Rental Discounting. Housing
Finance now constitutes 9% of our overall book vs. only 3% as
The Liquidity Tightening Situation in the NBFC Sector
of March 2018. We also conducted a sensitivity analysis on our
In September 2018, the default on payment obligations by a large
residential real estate portfolio, testing it against hypothetical, worst-
financial services company on its debt instruments, resulted in
case scenarios such as a significant drop in sales velocity, decline
a sector-wide liquidity tightening. As a result, banks and mutual
in selling prices and delay in project completion. Subsequently, we
12
24%
31-Year CAGR of Revenue
29%
31-Year CAGR of Net Profit
28%
Annualised returns to shareholders over
the last 31 years1
`6,238
Returned to its shareholders in the form of
Crores
13
CHAIRMAN'S MESSAGE
initiated several proactive measures on a small number of deals, as compared to H1 FY2019. We added a few brands in the Vitamins,
identified as part of the scenario analysis, to address any potential Minerals, and Nutrients category and established our e-commerce
risks in the future. channel, during the year. Additionally, the business is increasingly
leveraging technology and analytics to augment decision-making
Strategic Priorities in sales and operations and forging partnerships with leading
We continue to constantly improve and transform our business e-commerce players.
model with the following key strategic priorities: (i) Increase Loan
Book Diversification; ii) Reduce Client Concentration; (iii) Improved Imaging
Borrowing Mix; (iv) Maintain a Healthy Asset Quality; and (v) Deliver In June 2018, we concluded the sale of the Imaging business to
Robust Returns. Alliance Medical Group (AMG). The sale of the business had resulted
in a non-recurring and non-cash accounting charge of ₹452 Crores
We expect these recent developments to lead to constructive
towards Imaging Assets.
consolidation in the NBFC sector where stronger NBFCs such as
ours, with a healthy asset quality and access to funds, will emerge
Healthcare Insights & Analytics
as winners and play a larger role in India’s economic growth. We are
The changing face of the healthcare and life sciences industry
gearing up to leverage such market opportunities.
has resulted in a tidal wave of digital healthcare data, leading to
increased demand for high-quality information and analytical
Pharma
decision-support tools and services. Recognising this shift, we have
Business Performance increased our investment in technology, data assets and analytical
Our differentiated business model in Pharma has enabled sustained capabilities that enable us to provide user-centric solutions, to
revenue growth despite pricing pressures and regulatory concerns address high-value client needs.
that impacted the industry. During the year, our Pharma business
The revenues in our Healthcare Insights & Analytics business grew
grew 11% y-o-y to ₹4,786 Crores. The margin profile for this business
by 10% to ₹1,332 Crores in FY2019, primarily driven by strong
has improved significantly, over the last few years.
growth in its Life Sciences Data & Analytics and Consulting Services.
To accelerate product development, bolster innovation and boost
Global Pharma
margins, we expanded our India operations with over 400 employees
Our Global Pharma business EBITDA crossed ₹1,000 Crores in
at our Bengaluru and Gurugram offices, representing 36% of total
FY2019, with EBITDA margins at 23% in FY2019 as compared to 10%
employees.
in FY2011. We successfully launched Sevoflurane Integrated Closure
variant in select European markets. The integration of key products In FY2019, we undertook a broad cost-reduction initiative to
acquired from Janssen and Mallinckrodt, remains on track. streamline operating processes, flatten organisational structure,
and prioritise resources and investments on increasing client
Focus on Quality engagement and improving client satisfaction.
Quality remains an ongoing concern for many Indian and global
pharma companies, with many facing scrutiny by regulatory Building Leaders of the Future
authorities such as the US FDA. Similar to the risk monitoring and To deliver on PEL’s growth blueprint, we continue to invest in our
assessment framework that we have set up in the Financial Services human capital that plays a valuable role in our growth and success.
business, we have implemented stringent controls in line with our Our Top Talent Programs aim to provide high potential employees
high focus on compliance and quality in Pharma, too. Since 2011, with personalised skill development and a differentiated career path
we have successfully cleared all 33 US FDA inspections, 143 other that is aligned with their aspirations and our vision.
regulatory inspections and 989 customer audits. Reflecting our
Our ASCEND and SUMMIT platforms offer employees at mid and
commitment to quality and excellence is the exemplary framework
senior management levels, the opportunity to accelerate their
that we have implemented across our manufacturing facilities.
growth and development. Till date, over 180 high performers have
Similar to other functions such as Risk, Legal and Compliance, our
undergone the ASCEND development journey, of which 105 have
Quality function too reports independently to the Board.
been identified as ‘High Potentials’ and are being groomed to take on
larger roles. The SUMMIT Leadership Program focuses on developing
India Consumer Products
and preparing the senior leadership for Top Management roles. Till
Our India Consumer Products business delivered a revenue
date, 58 leaders have undergone the SUMMIT Program. The IGNITE
performance of ₹334 Crores. In H2 FY2019 revenues were up 30%
Program that focuses on junior management, enables and develops
14
Strategic Overview
identified emerging leaders for mid-management roles. So far, 67 from across the country, an opportunity to work with education
‘High Potential’ young leaders have been offered an 18-month officials as they discover their own journey in the social sector.
developmental journey.
In Closing
Doing Well and Doing Good Our agility, future-readiness and ability to transform will enable us
Our corporate purpose of ‘Doing Well and Doing Good’ is embodied to emerge stronger, as we continue to stay razor-focused on market
in our constant endeavour to make a positive difference by serving leadership and increased profitability.
Statutory Reports
Pradesh while specialist doctor consultations are facilitated through
telemedicine centres. Starting with 181 Habitations in 2011, the
ASARA program currently works in 6 ‘Mandals’ covering 720
Habitations, through its 6 Telemedicine Centres and Nutrition Hubs,
and has Zero Maternal Mortality recorded in the last 2 years. In
March 2019, it was awarded the Business Standard Socially Aware
Corporate Award.
PFEL is focused on catalysing behaviour change at scale in
partnership with District, State and Central Governments, by
supporting government officials across the value chain, to develop
Financial Statements
15
KEY PERFORMANCE INDICATORS
13,215
10,639
8,547
6,381
5,123
4,503
3,544
Total Assets
(` Crores)
85,626
72,800
48,239
30,980
16
Net Profit & Margin Trend Market Capitalisation
Strategic Overview
(` Crores)
-6 -11 8 14 15 15 15 50,810
44,002
Net Profit Margin (In %)
1,936
Net Profit (In ` Crores)
1,551 32,825
1,252
-227 -501
FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY13 FY14 FY15 FY16 FY17 FY18 FY19
Note: 1. FY2015 net profit excludes exceptional gain on sale of 11% stake in Vodafone Note: As on March 31st for the respective financial year
CSR — Unique Beneficiaries Added Annually EHS — y- o-y Increase in EHS Training Man-Hours
(Millions) (Number of training man-hours)
74.8 82,350
77,644
Statutory Reports
40,182
35,513
29,480
21.6 24,064
14.4 16,283
9.5
6.0
Financial Statements
2.1 4.0
FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY13 FY14 FY15 FY16 FY17 FY18 FY19
17
Performing Stronger Despite Roadblocks
The sectors we operate in, got impacted by various macro, regulatory and policy developments,
along with changing market and competitor dynamics, over the last few years.
Demonetisation
Most of these changes are expected to be beneficial in the long run. However, the pace of
change adversely impacted the performance of the financial services and pharma sectors over
the last few years.
18
Stringent USFDA Inspections
20
PERFORMING STRONGER DESPITE ROADBLOCKS
Strategic Overview
PEL’s strategic choices and consistent execution enabled it to
emerge stronger despite challenging circumstances
• The Company focussed on building a quality-driven culture
• It maintained a strong focus on robust regulatory compliance, stringent quality control, and providing reliable services
to its clientele
• Put in place a strong quality governance model, with the quality function reporting to a Board Member
2012 5 13 60
2013 2 10 71
2014 4 14 116
Statutory Reports
2015 7 17 115
2016 5 26 140
2017 5 25 157
2018 3 27 167
2019 2 44 163
Total 33 176 989
Financial Statements
21
Pricing Pressures in Pharma
Notes: 1. Edelweiss
2. USFDA data
22
PERFORMING STRONGER DESPITE ROADBLOCKS
Significant improvement in Global Pharma EBITDA over the last few years
10 11 14 16 16 17 20 22 23
3,893
3,467
3,008
2,715
2,339
1,906
1,537
Note: 1. Pharma revenues include Global Pharma and India Consumer Products
23
Demonetisation, RERA and GST
How were the Financial Services and Real Estate sectors impacted?
• The Real Estate sector was one of the most affected sectors, as a sizeable
proportion of transactions by tier-3 and tier-4 developers were in the form of
cash prior to demonetisation.
Demonetisation • Loans disbursed by NBFCs declined significantly in November 2016, as
(announced in November 2016)
compared to the monthly average disbursals during April-October 2016.
According to the RBI estimates, disbursements declined 15% for asset finance
companies and 25% for loan companies.
RERA • The implementation of RERA, although increased transparency across the Real
(finalised in October 2016
Estate sector, aggravated the slowdown of residential real estate launches and
and enforced nationwide in
sales in 2016-2017.
May 2017)
• While GST simplified the tax treatment for the economy and has potentially
GST benefited the end-customers, inadequate IT infrastructure, lack of clarity on
(implemented in July 2017) input-tax credit and anti-profiteering provisions resulted in a slowdown in real
estate sales and additional compliance burden for developers.
24
PERFORMING STRONGER DESPITE ROADBLOCKS
Strategic Overview
No significant impact on sales of our developer portfolio
Our clientele constitutes of quality tier-1 developers in large cities where we operate and they were
relatively less impacted by these regulatory and policy changes.
Quaterly
Revenues Loan Book
NOV 2016
JUL 2017
GST
2,000 24,975 25,000
Implementation
22,651
Statutory Reports
1,500 19,640 20,000
15,998 1,186
1,084
999
1,000 902 15,000
815
635
500 10,000
Financial Statements
26
PERFORMING STRONGER DESPITE ROADBLOCKS
Strategic Overview
Raised long-term funds amounting to nearly ₹16,500 Crores in
H2 FY2019, which is equivalent to 30% of loan book size
71
62 29
49 21
Statutory Reports
profitability throughout the year, despite system-wide liquidity tightening
Q1 Q2 Q3 Q4 Q1 H1 9M FY
27
Why PEL is able to deliver stronger performance
despite these challenges?
Despite challenges, the Company was able to deliver stronger performance
over a long period due to the following key differentiating factors:
28
Efficient capital Constantly thinking Proactive measures
allocation ahead of the curve to mitigate risks
Page 31 Page 32 Page 33
29
DIFFERENTIATORS DRIVING PEL'S SUPERIOR PERFORMANCE
PEL Shareholding Mix Under their leadership, the Company has consistently delivered
As of March 2019 (%)
strong performance across the long, medium and near-term
17 periods.
Long term Medium term Near term
24% 28% 27%
Revenue CAGR for Revenue CAGR over Revenue CAGR for
50
31 years the last 7 years 3 years
33
29% 50% 29%
Net Profit CAGR for Net Profit CAGR for Normalised Net
31 years 7 years Profit1,2,3 CAGR for
Promoter Group
3 years
Institutional Investors
Public & Others
28% 32% 25 %
Shareholder returns4 Shareholder returns4 Shareholder returns 4
30
Strong balance sheet and
efficient capital allocation
The Company has total equity of more than ₹27,000
Equity (Book Value) - % split1
Crores on its balance sheet. Of this, nearly ₹22,000
Crores of equity is allocated to the Financial Services
business versus a loan book of nearly ₹56,600 Crores. Investments in Shriram
of ~D6,700 Cr.
As on March 31, 2019 the Financial Services business had
a debt-to-equity multiple of 3.9x (excluding investments
~D11,400 Cr
in Shriram) and 2.2x (including investments in Shriram) – Invested in the
making it one of the least levered financial institutions Lending business
in India.
Incl. ~D3,500 Cr
Synergies from reverse
The Company has successfully transformed itself merger
Lending
multiple times on its strength of efficient allocation
Shriram Investments
of capital across the business portfolio. Ever since
Others**
the Company commenced its journey, it has always
remained committed towards efficient capital allocation, **“Others” includes DTA benefit from reverse merger and equity allocated to the
while undertaking controlled risks, to consistently Alternative AUM business Note: 1. Based on estimated allocation
31
DIFFERENTIATORS DRIVING PEL'S SUPERIOR PERFORMANCE
1988 • Indian Pharma promoters were not keen on M&As Created 3rd largest Pharma company of
India
Entered Pharma • Grew through a series of acquisitions and alliances
• Derived synergies by rationalising manufacturing
& distribution cost
2010 • India started recognising drug patents effective 2005 Exited at 9x sales and 30x EBITDA – one
of the highest valued deal in branded
Exited Domestic • Anticipated price control & heightened competitive regime
generics space globally
Formulations • Growth of domestic branded generic business had peaked
Domestic industry was later impacted by
tighter regulatory environment
2011 • Entered the sector post 2008 financial crisis Created the 2nd largest real estate
developer financing platform in India with
Entered • Capital constraint created potential for higher yields
a loan book size of ₹56,624 Crores
Financial • Leveraged our strong in-house capabilities & experience
Consistently maintained a healthy asset
Services in the sector
quality with GNPA ratio of <1% for the
last 12 quarters
2017-18 • In October 2017, raised capital to primarily fund the growth Raised ~₹7,000 Crores through QIP of
of the Financial Services business CCDs and rights issue, with widespread
Raised participation by marquee investors
~$1 Billion • The fund raise was done much in advance before the need
to raise capital Further strengthened our balance sheet
enabling the Company to remain strong
despite tightened liquidity environment
post September 2018
32
Proactive measures to mitigate
potential risks
Conservative proactive measures have always complemented PEL’s bold strategic decisions,
which enabled the Company navigate through challenging business environments.
Some of these proactive measures generally taken by the Company include:
Always maintained low Created independent risk Unique asset monitoring Maintained conservative
leverage in the Financial and legal teams reporting process, that gives early provisioning despite
Services business and directly to the Board warning signals healthy asset quality –
allocated significant capital 1.9% of overall loan book
of ~₹5,000 Crores to the vs. GNPA ratio of 0.9%;
business post the ~₹7,000 224% PCR1 - higher than top
Crore fund-raise in FY2018 players in the industry
2
Initiate legal action while monetising other land
parcels / projects
2
Factors considered for sensitivity
analysis: Provided a composite work out solution – a combination
• Cash cover 2 of top-up to provide working capital and a land sale
• Pricing
• Construction status
• Financial closure 1
33
DIFFERENTIATORS DRIVING PEL'S SUPERIOR PERFORMANCE
End-to-end real 100% secured B2B2C Housing Strong relationships Ability to cross- Ability to take
estate financing lending Finance business, with tier-1 collateralise and over, complete and
platform to partner with focus developers innovatively sell the project, if
with developers on building a structure deals needed
throughout the technology-driven
project life-cycle model
22 Key
Products
34
The differentiation in our Pharma business model primarily includes:
70
60
50
40
30
20
10
Note: Pharma peer set includes (not necessarily in the
same order) Aurobindo Pharma, Cipla, 0
Dr. Reddy’s Lab, Lupin and Sun Pharma Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 PEL
35
DIFFERENTIATORS DRIVING PEL'S SUPERIOR PERFORMANCE
Organically building
Built the distressed
and growing the housing
asset fund in partnership
finance business –
with Bain Capital Credit,
currently working towards
with an active pipeline
transforming it towards
of signficant scale across
a more technology-led
sectors
business at its core
Transforming
real estate developer Transforming the
financing model to focus Healthcare Insights & Tapping e-commerce,
M&A continues to remain
on creating a pool of ‘like- Analytics business to exports and institutional
one of the key drivers of
minded’ partners such as focus more on big data sales in the India
growth
foreign banks and global and analytics Consumer Products
pension funds
36
Trusted, long-standing partnerships
PEL, since its inception, has practised and maintained the highest standards of ethics, integrity
and corporate governance in each of its business dealings. This gets reflected through the fact
that the Company today is considered as one of the most preferred partners in India by leading
organisations across the globe.
O U R S T R AT EG I C PA R T N E R S
C A P I TA L G R O U P LIC OF INDIA VA N G U A R D
CDPQ NOMURA WA R D F E R R Y
37
BOARD AND GOVERNANCE
Sitting
A J AY P I R A M A L
Chairman
Chairman, Shriram Capital Limited
Non-Executive Director of Tata Sons Private Limited
Co-Chair, India-UK CEO Forum
Upper row
(Left to right)
N VA G H U L S RAMADORAI DR R MASHELKAR P R O F G O V E R D H A N M E H TA
Former Chairman, Former Vice Chairman, Eminent Scientist Eminent Scientist
ICICI Bank Limited Tata Consultancy Services Former DG, CSIR Former Director, IISc
Bottom row
(Left to right)
A RU N D H AT I B H AT TAC H A RYA NANDINI PIRAMAL D R S WAT I P I R A M A L
Former Chairperson Executive Director Vice Chairperson
State Bank of India Leads CPD, HR, Risk & Quality Eminent Scientist
MBA, Stanford
G A U TA M B A N E R J E E V I J AY S H A H ANAND PIRAMAL
Senior MD, Blackstone Group Executive Director Non-Executive Director
Chairman, Blackstone Singapore Turnaround Businesses Heads Piramal Realty
25+ years with Group MBA, Harvard
38
ROBUST GOVERNANCE MECHANISM
B OA R D O F D I R E C T O R S
Strategic Overview
B OA R D S U B - C O M M I T T E E
M A N AG E M E N T T E A M
Khushru Jijina Peter DeYoung Vivek Sharma
MD, CEO, CEO,
Piramal Capital & Piramal Critical Care Piramal Pharma
Housing Finance Experience: Solutions
Rallis (Tata Group) Blackstone, McKinsey & Company THL Partner, Motorola, AMD
CA Finance BSc Engg - Princeton; MBA - Stanford CA, CPA, MBA
Statutory Reports
Division Limited Fund
Experience: Experience: Experience:
21+ years 29+ years, 28 years,
18+ years with 3 years with
Piramal Group Piramal
Group
CEAT, Reckitt Benckiser, Ranbaxy, Heinz Wockhardt Ltd, Bharat Bijlee Ltd. New Silk Route Advisors
IIM Ahmedabad, IIT BHU CMA CA
M A N AG E M E N T A DV I S O R S
Nitin Nohria Shikhar Ghosh
Financial Statements
39
TRUSTEESHIP APPROACH – DELIVERING IN THE INTERESTS OF ALL OUR STAKEHOLDERS
Young talent initiatives like Launchpad, Future Leaders Program and Business
Management Trainee programmes provide an opportunity for the employees to
better understand their work environment and culture.
NANDINI PIRAMAL
Executive Director, PEL
“The HR function today is playing a far more proactive, forward- signature leadership development experiences such as IGNITE,
looking role in driving our ambitious growth plans. Our investments ASCEND and SUMMIT. We now have technology-enabled goals and
in building our employer brand are beginning to reap rich returns as performance management processes through MyPiramal, thus
we enhance our connect with millennials on premium graduate and bringing in strong alignment to our organisational goals. The Piramal
postgraduate campuses. We are also supporting business growth Learning University also continues to deliver measurable impact
through agile, on-demand hiring and robust on-boarding practices. through focused capability-building via its Leadership and Functional
We continue to invest in developing our top talent through our Academies, as well as its Virtual Campus.”
40
Delivering to Our Customers
Getting into the hearts and minds of our customers
Number of Respondents:
FY19 — N = 69
FY16 — N = 52
Delivery Quality Service Value Innovation People
41
TRUSTEESHIP APPROACH – DELIVERING IN THE INTERESTS OF ALL OUR STAKEHOLDERS
PEL 42%
6,282%
Ni�y 13%
Ni�y PEL
28%
Annualised returns to
1,738% shareholders over the last
1,367% 31 years
42%
481% 344%
57% 173% 86%
3 Yrs 5 Yrs 10 Yrs 20 Yrs
Annualised returns delivered
over the last five years vs. 13%
₹6,238 Cr3,4,5,6 returned to shareholders since sale of by Nifty 50
Domestic Formulations business in 2010
4525
(` Cr)
5586 6,238
29%
Dividend payout7 for FY2019
362
302 Notes: 1. T otal shareholder returns are as on March 31,
345 2019. Assumes re-investment of dividend in the
906 stock (Source: Bloomberg)
2. Annualised returns are as on March 31, 2019
604 3. O f the buyback of 41.8 mn shares shown in
302 FY2011, buyback of 0.7 mn shares happened in
302 302 FY2012
2,709 4. C apital returned to shareholders through
dividends, doesn’t include amount paid as
Dividend Distribution Tax
5. F Y2018 Excludes any dividend pay-out upon
conversions of CCDs & related Rights till book
closure date
2,508 FY2019 Dividend Payout7 – 29% 6. F Y2019 includes any dividend pay-out upon
conversion of CCDs & Rights till book closure
date for FY2019
7. Recommended by the Board
201
FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 Total
42
Delivering to Our Society
Strategic Overview
VISION
Piramal Foundation is committed to transforming health, education, water and social sector
ecosystems through high impact solutions, thought leadership and partnerships.
Statutory Reports
Company Limited MMUs across 13 states
• Launched 75 Telemedicine nodes in
Himachal Pradesh in collaboration with
the state government
• 104 Health Helpline launched in Sikkim in
DR. SWATI PIRAMAL
partnership with the state government
Vice Chairperson, PEL
• Partnered with Govt. of Maharashtra to
provide technical support to NCD cell
“At PEL, we continuously strive to create a positive difference to all our
• Expanded health and nutrition program
stakeholders including our society at large. We are committed to our
across 6 mandals of Vishakhapatnam
transforming health, education, water and social sector ecosystems
tribal belt
Financial Statements
43
MANAGEMENT DISCUSSION & ANALYSIS
Financial Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Operational Review
Financial Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Pharma. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Healthcare Insights & Analytics. . . . . . . . . . . . . . . . . . . . . . 86
Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
Human Resources. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Information Technology & Digital . . . . . . . . . . . . . . . . . . . . . 102
Analytics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Environment, Health & Safety. . . . . . . . . . . . . . . . . . . . . . . . 108
Corporate Social Responsibility. . . . . . . . . . . . . . . . . . . . . . . 110
Awards & Recognition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
10-year Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . 119
FINANCIAL REVIEW
P I R A M A L E N T E R P R I S E S LT D.
FY2019 Revenue – `13,215 Crores
INVESTMENTS IN SHRIRAM
ALTERNATIVE AUM
46
C O N S O L I DAT E D F I N A N C I A L P E R F O R M A N C E Business-wise Revenue Trend and Normalised Net Profit
Strategic Overview
and Margin Trend
PEL’s consolidated revenues grew by 24% to ₹13,215 Crores in
FY2019 as compared with ₹10,639 Crores in FY2018. The rise in
revenues is primarily driven by growth in the Financial Services Business-wise Revenue Trend
segment. Revenues generated in foreign currencies are 40% of (₹ Crores)
28% 24%
PEL’s FY2019 revenues.
Statutory Reports
905
421
112
(227) (501)
VIJAY SHAH
FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19
Executive Director, PEL
Notes: 1. FY2016 - FY2019 results have been prepared based on IND AS; prior periods are
"Despite a challenging business environment, PEL continued to IND GAAP.
deliver robust performance driven by growth across our Financial 2. FY2015 net profit excludes exceptional gain on sale of 11% stake in Vodafone
India, partly offset by the amount written down on account of scaling back of our
Services and Pharma businesses. In Financial Services, we continued
Financial Statements
47
FINANCIAL REVIEW
Notes: 1. Income under share of associates primarily includes our share of profits at Shriram Capital and profit under JV with Allergan, as per the new accounting standards.
2. FY2019 normalised net profit excludes non-recurring and non-cash accounting charge towards imaging assets and non-recurring exceptional item.
3. FY2018 normalised net profit after tax excludes synergies on account of merger of subsidiaries in the Financial Services segment.
4. Diluted EPS for March 31, 2019 and Mar 31, 2018 have been restated for effect of rights issue.
48
Strategic Overview
Balance Sheet
(₹ Crores)
Statutory Reports
Financial Assets
Financial assets as on March 31, 2019 is ₹59,409 Crores compared to
₹50,129 Crores as on March 31, 2018. The rise is mainly on account
of an increase in the size of the loan book.
Goodwill
During FY2019, goodwill increased by ₹307 Crores, primarily on
VIVEK VALSARAJ
account of translation of goodwill from functional currency to
CFO, PEL
reporting currency.
Borrowings
Financial Statements
49
FINANCIAL SERVICES
PEL's Financial Services business offers a complete suite of financial products to meet the diverse needs
of its customers. The business has a diversified exposure across both wholesale and retail financing.
50
O V E R V I E W A N D F Y2019 P E R F O R M A N C E Alternative Assets Under Management
HIGHLIGHTS • Strategic partnership ventures with Bain Capital Credit, CPPIB,
APG and Joint Venture (JV) with Ivanhoe Cambridge, a real estate
PEL's Financial Services business offers a wide range of financial
subsidiary of Caisse de dépôt et placement du Québec (CDPQ)
products and services to cater to the diverse needs of its clients.
The Financial Services business has a strong portfolio with loans, • AUM of ₹10,013 Crores across various investment platforms and JVs
alternative Assets Under Management (AUM) and investments of
nearly ₹74,000 Crores as of March 31, 2019.
MARKET SCENARIO
The Company has created its unique positioning in the financial
services space, with a diversified exposure across both wholesale In September 2018, the default on payment obligations by IL&FS
and retail financing, through its strong presence in the following Group companies on their debt instruments resulted in a system‑wide
sub‑segments: liquidity tightening. The default raised concerns over asset-liability
mismatches at Non-banking Financial Companies (NBFCs), which
Wholesale Lending traditionally relied on short-term market borrowings, such as
• Real Estate Developer financing loan book stood at ₹40,160 Crores commercial papers, to finance long-term assets. During the peak of
the liquidity tightening situation, banks and mutual funds, which are
• Corporate Financing loan book (including education loans) stood
among the largest providers of funds to NBFCs, became cautious and
at ₹9,889 Crores
selective towards financing NBFCs.
• Emerging Corporate Lending loan book stood at ₹1,387 Crores
Since then, lenders started to classify NBFCs into three broad
categories based on their (i) performance track record of growth, asset
Retail Lending
quality and return profile, (ii) promoter’s reputation and commitment
• Strategic investments of ₹4,583 Crores in Shriram Group of
and (iii) balance sheet strength. The first category, of ‘best-in-class’
Companies, which was valued at ₹7,253 Crores1 as of March 31,
NBFCs, across the parameters mentioned earlier, continued to receive
2019
funds, although their cost of borrowing increased marginally. For
• Housing Finance loan book of ₹5,188 Crores, accounted for 9% of the second category of NBFCs, which were relatively good, but not
overall loan book among the ‘best-in-class’, liquidity was available, but only selectively.
Real Estate CFG ECL Real Estate CFG Indian RF SCL STFC SCUF
Loans: Loans: Loans: AUM: AUM: AUM: ~20% ~10% ~10%
₹40,160 Cr ₹9,889 Cr ₹1,387 Cr ₹7,439 Cr ₹1,830 Cr ₹744 Cr stake stake stake
~ `74,000 Crores
HFC - Housing Finance Company; India RF - India Resurgence Fund (JV with Bain Capital Credit);
SCL - Shriram Capital Limited; SCUF - Shriram City Union Finance;
STFC - Shriram Transport Finance Corp
51
FINANCIAL SERVICES
56,624
55,255
52,793
46,995
Robust asset quality
42,168
Gross NPA ratio (based on 90 dpd) was 0.9%
38,036
Provisioning stood at 1.9% of loan book
33,261
28,648
24,975
22,651
19,640
15,998
13,338
11,069
9,020
7,611
4,766
3,933
3,602
3,193
2,861
2,588
2,650
2,590
2,016
1,349
812
350
498
Mar-12
Jun-12
Sep-12
Dec-12
Mar-13
Jun-13
Sep-13
Dec-13
Mar-14
Jun-14
Sep-14
Dec-14
Mar-15
Jun-15
Sep-15
Dec-15
Mar-16
Jun-16
Sep-16
Dec-16
Mar-17
Jun-17
Sep-17
Dec-17
Mar-18
Jun-18
Sep-18
Dec-18
Mar-19
Note: Carrying value till Dec'15 and amortised cost thereafter
For the third category of NBFCs, which were the relatively weaker in the next 3-4 years. The real estate sector, which contributes more
ones, liquidity was not available and they were forced to sell their loan than 5% to GDP and hires 17% of labour force directly or indirectly, is
portfolios / businesses. also dependent on NBFCs and Housing Finance Companies (HFCs) for
funds. Going forward, the latent credit demand of an emerging India
As a result of these funding constraints, only a few top-quality NBFCs
will require NBFCs to fill the gaps where traditional banks have been
could grow their loan book in H2 FY2019. Subsequently, interventions
wary to serve.
by the Reserve Bank of India (RBI) and the government helped
relatively ease system-wide liquidity to a certain extent, particularly Additionally, higher credit penetration, increased consumption and
for good quality players. digital disruption present significant opportunities for NBFCs and
HFCs to tap their growth potential. PEL is well positioned to capitalise
At the macro level, India’s GDP is expected to reach $5 Trillion in the
on this opportunity owing to its high capitalisation, high commitment
next 5 years and it aspires to become a $10 Trillion economy by 2030.
from a reputed promoter, robust governance, conservative internal
A significant pool of capital will be needed to fund this economic
processes and deep sectoral understanding.
growth. As public sector banks remain capital constrained due to
severe asset quality issues, NBFCs, along with a few private sector
banks, will need to step in to support demand for growth capital.
Over the past couple of years, NBFCs have played a critical role in
India’s economic growth, as they have been instrumental in extending
credit to Micro, Small and Medium Enterprises (MSMEs), real estate
and retail consumers. MSMEs account for 31% of GDP, 40% of exports
and hire 25% of labour force. Banks lending to MSMEs have declined
significantly and it is estimated that NBFCs will have to lend ~₹2 Lakh
Crores, or nearly 75% of the incremental credit demand, to MSMEs
52
Strategic Overview
Total number of products – 22
+11
Loans Against Property
Alternative Asset Management Top-up on Existing Loans
Corporate Finance Mid Market CF
India Resurgence Fund Home Loans
Real Estate Loan Against Shares
Emerging Corporate Lending Loan Against Property (LAP)
Housing Finance Senior Debt
Statutory Reports
KHUSHRU JIJINA
Managing Director, PCHFL
“Despite a system-wide liquidity tightening, we delivered a strong on further de-risking our portfolio and have already taken proactive
performance during the year and further strengthened our balance measures to further strengthen the quality of our real estate loan
sheet. On the liability side, we demonstrated a strong ability to raise book given the volatile market.
resources from a diversified set of investors and also substantially
Going forward, we remain focused on delivering robust returns
improved the borrowing mix by reorienting towards longer term
Financial Statements
53
KEY HIGHLIGHTS – FINANCIAL SERVICES
PEL Shareholding Mix (%) Comparison of Effective Promoter Holding* with Large
As on March 31, 2019 NBFCs/HFCs1 (%)
As on March 31, 2019
17
High Medium Low Very Low
50 50
40 39 38
33 33
26 25
22 21
Promoter Group 11
Institutional Investors 0 0
Public & Others
PEL P1 P2 P3 P4 P5 P6 P7 P8 P9 P10 P11
* Estimated based on available disclosures. Effective promoter shareholding is defined as the stake of the promoter group in the Company, adjusted for any cross-holdings or indirect
holdings through a holding company-subsidiary structure. In case of no single promoter/founder or promoter group, it has been considered as zero.
Notes: 1
. P1 - P11 represents the peer set, which includes (not necessarily in the same order) HDFC Ltd., LIC Housing Finance, Bajaj Finance, Indiabulls Housing Finance, Dewan Housing
Finance, Aditya Birla Capital, PNB Housing Finance, L&T Finance, Mahindra & Mahindra Financial Services, Edelweiss and Cholamandalam Finance.
2. Data for peers as on March 31, 2019.
3. Data for Aditya Birla Capital as on June 30, 2018.
Equity (Book Value) (% split1) Comparison of D/E Multiple with Large NBFCs/HFCs2
As on March 31, 2019 As on March 31, 2019
Investments in
Shriram of D6,700 Cr.
Best-in-class Strong Good Average
31
Debt to
˜D11,400 Cr Equity (x)
invested in
the Lending
business
53
16
11.4x
9.3x
8.2x
merger
5.5x
4.8x
Others**
4.7x
4.4x
4.0x
2.2x
~Total`equity
22,000 Crores
in the Financial Services
business vs. loan book of ~ `56,624 Cores
* D/E multiple of 3.9x for PEL’s Lending business only. Overall D/E multiple for PEL’s Financial Services business was 2.2x, including investments in Shriram.
** Others includes DTA benefit from reverse merger and equity allocated to Alternative AUM business.
Notes: 1. Based on estimated allocation.
2. P1 - P11 represent the peer set, which includes (not necessarily in the same order) HDFC Ltd., LIC Housing Finance, Bajaj Finance, Indiabulls Housing Finance, Aditya Birla Capital,
PNB Housing Finance, L&T Finance, Mahindra & Mahindra Financial Services, Edelweiss, Repco Home Finance and Cholamandalam Finance.
54
'Best-in-class' Asset Quality, as a Result of Robust Risk Management
PEL's Financial Services GNPA Performance Comparison of GNPA Ratio with Large Banks/NBFCs/HFCs1
(%) (%)
~ `110 Crores recovered from 2 NPA
cases, due as of March 2019, by bringing a
Best-in-class Strong Good Average
stronger developer on board to complete
the project
6.7
5.9
5.9
5.3
0.9
3.0
2.3
2.1
0.6
1.9
1.5
0.5 0.5 0.5
1.5
1.5
1.4
0.4 0.4 0.4
1.2
0.3 0.3
0.9
0.9
0.2 0.2
0.5
1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 P1 PEL P2 P3 P4 P5 P6 P7 P8 P9 P10 P11 P12 P13 P14 P15
Notes: 1
. P1-P15 represent the peer set, which includes (not necessarily in the same order) HDFC Ltd., LIC Housing Finance, Bajaj Finance, Indiabulls Housing Finance, Repco Home Finance,
Aditya Birla Capital, PNB Housing Finance, L&T Finance, Mahindra & Mahindra Financial Services, Edelweiss, Cholamandalam Finance, HDFC Bank, ICICI Bank, Kotak Mahindra Bank
and Axis Bank.
PEL's Financial Services ROE1 Performance Comparison of ROE with Large Banks/NBFCs/HFCs2
(%) (%)
21
23
20
21
19 19 19 19
19
18
18
18
17
17
16
15
14
14
11
8
3
1Q17 2H17 9M17 FY17 1Q18 1H18 9M18 FY18 1Q19 1H19 9M19 FY19 P1 P2 P3 PEL P4 P5 P6 P7 P8 P9 P10 P11 P12 P13 P14 P15
* In 3Q18, ~₹2,300 Crores was allocated to Financial Services from the ~₹7,000 Crores fund raised. In 4Q18, the entire ~₹5,000 Crores (of the estimated allocation) was allocated to the
business.
Notes: 1. ROE calculation for PEL on a cash tax basis, considering the capital allocation from the fund raise
2. P1-P15 represent the peer set, which includes (not necessarily in the same order) HDFC Ltd., LIC Housing Finance, Bajaj Finance, Indiabulls Housing Finance, Repco Home Finance,
Aditya Birla Capital, PNB Housing Finance, L&T Finance, Mahindra & Mahindra Financial Services, Edelweiss, Cholamandalam Finance, HDFC Bank, ICICI Bnk, Kotak Mahindra Bank
and Axis Bank.
55
KEY HIGHLIGHTS – FINANCIAL SERVICES
Continuous Loan Book Diversification: Increased Granularity to Reduce the Overall Risk-Profile
Others
2
19 Emerging Corporate Lending (ECL)
80 4 6 5 17
3 37
8 3 Corporate Finance Group
6 4
6 4
60 34 4 Hospitality
Wholesale RE Loans
83
40 40 Construction Finance - Commercial
76 41
Construction Finance - Residential
Significant increase in
borrowing from banks from 49 11
49% as of September 2018 to
71% in March 2019
Simultaneously, reduced
dependence on funding from
29 71
MFs to 11% as of March 2019
from 29% as of September
2018
Banks MFs Others**
56
Management Depth: Highly Talented and Experienced Team
Workforce Distribution
Team of 1,300+ professionals,
with a healthy mix of investing
and operating experience, Financial Services
across both wholesale and 1,309
retail lending
The wholesale lending
business headcount of
~396 employees includes Wholesale Business Retail Business
dedicated teams for various
‘Partner Functions’ – such
as Risk Management, Asset CFG ECL Housing Finance
Real Estate1 Partner Functions2
Monitoring, Legal and IT 89 32 19 256 913
– which constitute nearly
two-thirds of the overall
headcount of the business
Notes: 1. Includes Capital Markets Advisory business
Local teams in the cities where 2. Partner Functions includes Risk Management, Asset Monitoring, Legal, Treasury, Brickex, Human
the Company operates Resources, Information Technology etc.
JV with Bain Capital Credit to create a distressed asset investment platform, India RF, to invest in debt and
equity across distressed companies
Partnered with Ivanhoé Cambridge, a real estate subsidiary of CDPQ, to provide long-term equity to blue
chip residential real estate developers
Strategic alliance with CPPIB to provide rupee-denominated debt financing to residential projects ;
partnered to launch InvIT in India and focused on renewables
$100 Million investor in India Resurgence Fund; anchor investor in upcoming ECB issuance
57
FINANCIAL SERVICES
WHOLESALE LENDING
R E A L E S TAT E D E V E L O P E R F I N A N C E
58
Reducing Developer Concentration Loan Book Breakdown
Top 10 Developer Loans vs. Other Loans
We also continue to make efforts to reduce developer concentration
(%)
to lower the risk profile of our loan book. As of March 2019, our Top
10 developer exposures constituted less than one-third of our overall
loan book.
Total I56,624 Crores
Going forward, we plan to further reduce single borrower exposure. 9 2 7
However, consolidation in the real estate sector and the shift in
5
market share towards larger, well-organised, quality developers
5
will create a significant opportunity for us to continue to work with
3
Tier I clients and enable them to gain market share in this phase of 17 2
consolidation.
2
Nevertheless, in our endeavour to reduce developer concentration, 2
while continuing to participate in deals by these quality clients, we 2
have created a pool of like-minded partners, such as foreign banks 2
and pension funds, who will co-lend with us. We will also generate fee 40
Other 137 2
income through such co-investment deals, as we would take a lead Developers
in these transactions in terms of underwriting, asset monitoring and
loan servicing.
Developer 5 Developer 10
59
FINANCIAL SERVICES
C O R P O R AT E F I N A N C E G R O U P (C F G)
Market Scenario
In India, corporate lending covers a wide range of financing CFG’s philosophy is to identify particular sectors and work closely
requirements, which were traditionally served by the banking with clients to develop credit solutions that tie in to the underlying
system. However, over the last few years, with rising NPA levels cash flows of the business. Accordingly, the team started with
especially in public sector banks, NBFCs have stepped in to fill the infrastructure and renewable energy in FY2014, and over a period,
void. The share of NBFCs in the overall system credit increased to has added cement, auto components, hospitality, logistics, cash
23% in FY2019 from 13% in FY2012, according to a research house. management and various sub-segments within the manufacturing
and services industries to its focus area.
Wholesale and diversified NBFCs/HFCs continue to gain market share
in corporate lending as a result of their ability to price risks, flexibility in The Asset Monitoring team is a four-member team, which works
loan structuring and faster turnaround periods. closely with portfolio companies to identify potential early-warning
signals .
Going forward, credit demand is expected to increase as the
government plans to boost infrastructure spending by targeting The Capital Markets and Advisory group was formed in April 2017
~$1.4 Trillion of capital investment in infrastructure by 2024. PEL’s CFG to develop deeper relationships with Indian corporates and engage
is well positioned to capture this growth opportunity and will likely with them on an ongoing basis. The objective of this group is to
benefit from its ability to offer customised solutions to customers and build a relationship-driven lending business, offering customised
expand its product portfolio and sector coverage. financing solutions across the risk curve. The Capital Markets and
Advisory group houses the Corporate Client Coverage Group (CCG)
and the Syndication Group (SG). CCG is responsible for developing
CFG’s Approach to Lending and maintaining direct relationships with corporates on a pan-India
We have established and strengthened the CFG business over more basis across sectors and works towards originating deals across
than 5 years by building a robust process framework and focusing on various products viz., project finance, senior debt, structured debt,
all aspects of a deal, i.e., sourcing, evaluation, approval, monitoring loan against shares, mezzanine debt and acquisition finance. SG is
and exit. CFG has strengthened its investment team by increasing the responsible for the down-selling of underwritten transactions across
team size and forming dedicated teams to evaluate specific sectors. the real estate and CFG platforms. SG works with various banks,
The CFG underwriting process has multiple layers to analyse risk – financial institutions, mutual funds, NBFCs, Alternative Investment
starting with a deep dive sector study for each new sector followed Funds (AIFs) and Foreign Portfolio Investments (FPIs) and has a strong
by deal-specific due diligence and analysis.
60
E M E R G I N G C O R P O R AT E L E N D I N G (E C L)
Strategic Overview
Business Overview and Market Scenario
network across the market. The syndication capability enables PEL The Emerging Corporate Lending (ECL) vertical was launched by the
to underwrite large transactions, thereby providing a comprehensive Company in FY2018 with the objective of catering to the financing needs
one-stop solution to clients. CFG has also strengthened its Deal of emerging and mid-market businesses in India.
Clearing Committee by on-boarding independent experts with
ECL is a sector-agnostic platform and engages with clients from
decades of experience in corporate banking, private equity and
manufacturing to trade and services, offering funding with a ticket size of
credit research.
₹10 Crores to ₹125 Crores. With the flexibility to offer multiple products
Finally, CFG maintains a high focus on potential exit alternatives. at competitive rates, ECL is able to cater to the borrower’s requirements
While structuring a deal, CFG evaluates and factors in exit with customised solutions, in terms of security and repayment tenor to
Statutory Reports
shares. sector approach
CFG continues to focus on creating differentiated product offerings As of March 31, 2019, with 29 members across underwriting,
based on client needs: takeover of the entire capital stack, growth investment, dedicated business operations, legal and asset
funding, construction line, structured repayment profiles, special management, ECL had executed 36 deals.
situations, etc.
The ECL loan book stood at ₹1,383 Crores as on March 31, 2019.
Financial Statements
61
FINANCIAL SERVICES
R E TA I L L E N D I N G
R E TA I L H O U S I N G F I N A N C E
62
INVESTMENTS IN SHRIRAM GROUP
Strategic Overview
Product Offerings Strategic Investments in Shriram Group
HFC offers a range of products to homeowners, homebuyers and Companies
construction finance to mid-size developers.
PEL had made strategic investments in Shriram Group companies due
The business continues to expand its product offerings to cater to
to the Group’s strong business attributes and its leadership position in
evolving customer needs. During FY2019, two new products were
its focused segments.
launched – AdvantAGE Loans and Bridge Loans. To service additional
lead flows from alternative channels, tie-ups have been initiated with Shriram Group is a leading player in the NBFC asset financing space,
Statutory Reports
acquisition costs.
• Focusing on Tier II and Tier III cities: Initially, the focus of the
HFC business was primarily on Tier I cities. Going forward, we plan
to increase our presence in Tier II cities gradually, by partnering
with grade ‘A’ developers and aim to open 50% of our branches in
these markets in the coming year.
• Extending loans to self-employed individuals: A large proportion
of India’s workforce is self-employed and the Company has created
a proprietary set of underwriting parameters to assess the credit
worthiness of self-employed individuals. We aim to increase the
Financial Statements
63
FINANCIAL SERVICES
S T R AT EG I C PA R T N E R S H I P S A N D A L L I A N C E S
64
PROGRESS ON JV WITH P R O G R E S S O N S T R AT EG I C A L L I A N C E
I VA N H O É C A M B R I D G E W I T H A P G A S S E T M A N AG E M E N T
In February 2017, PEL had announced a strategic PEL and APG Asset Management (a Dutch pension fund
co-investment platform with Ivanhoé Cambridge to asset manager) have a strategic alliance for investing
provide long-term equity capital to top-tier residential in rupee-denominated mezzanine instruments issued
real estate developers across India. Ivanhoé Cambridge by India’s infrastructure companies and focus on
had committed an initial $250 Million for both pure and operational and near-completion projects with limited
preferred equity transactions. PEL had committed to execution risks and high visibility of cash flows coming
co-invest 25% of pure equity transactions and 50% of from a portfolio of projects.
preferred equity transactions, with the balance coming
Under this 50:50 strategic alliance, PEL and APG
from Ivanhoé Cambridge. The platform’s investment
jointly committed ₹4,745 Crores as on March 31, 2019.
focus included the Mumbai Metropolitan Region,
Of this, ₹3,799 Crores were disbursed jointly by APG
Delhi-NCR, Bengaluru, Pune and Chennai.
and PEL across five deals in the renewable energy and
In February 2019, Piramal and Ivanhoé Cambridge infrastructure sectors. The investments were used
announced an equity investment of ₹500 Crores in a primarily towards growth capital and to provide exit
smart city being developed by a large developer, located to existing investors. In the Renewable Energy space,
in the Mumbai Metropolitan Region. This was the first the investments have helped facilitate an increase in
deal through the Piramal-Ivanhoé Residential Equity capacity across the country.
Fund. The investment was made towards enabling the
development of the second phase of the project, an
established integrated smart city near Mumbai with over P R O G R E S S O N S T R AT EG I C A L L I A N C E
4,500 acres of land under development across phases. WITH CPPIB
While Phase I has already been delivered, the Fund’s
investment is towards Phase II, which is spread across PEL has a strategic alliance with CPPIB Credit Investments
~700 acres and is currently under development with a Inc., a wholly owned subsidiary of CPPIB, to provide
potential saleable area of ~57 Million sq. ft. rupee debt financing to residential projects across India’s
major urban centres. Under this alliance, PEL and CPPIB
The Fund is evaluating several other deals with Tier I
have jointly invested in one transaction in the NCR,
developers across Mumbai, Bengaluru, NCR, Pune and
which has been fully exited.
Chennai. The objective is to invest in high-quality real
estate properties, with a long-term view to generate
optimal, risk-adjusted returns.
65
FINANCIAL SERVICES
Income from Financial Services KPIs: PEL Financial Services (Excluding Investments in
(₹ Crores) Shriram Companies)
937 ROA (Considering cash tax and synergies from merger) 3.8%
726
297 389 ROE 16%
66
BORROWING SIDE
Strategic Overview
Market Scenario & Key Developments Cost of Borrowings
In September 2018, the default on payment obligations by IL&FS The average cost of borrowings was 9.0% in FY2019, marginally higher
Group companies on their debt instruments raised concerns over from FY2018. The increase in funding costs reflects the system-wide
asset liabilities mismatches at NBFCs. We saw banks and mutual funds liquidity shortage following the default by IL&FS in September 2018
become cautious towards financing NBFCs. and the shift in the borrowing mix towards long-term sources of funds.
PEL was relatively better positioned during the liquidity tightening We continue to closely monitor our borrowing costs by selecting the
situation. The Company received sufficient liquidity from banks and right mix of funding sources while carefully managing our asset liability
mutual funds during this period of tight liquidity, due to the credibility profile.
of our Group, our balance sheet strength, relatively low leverage levels
Statutory Reports
(%) (%)
3 5 5 7
2 9 10 2 3 11 12
16 3 18 2
2 2 12 2 2
18 2 3 8
2 15 2
17 2
28 11
18 19 21
29
23 17 29
20
17
Financial Statements
71
63 Loans Banks
56 62
54 51 NCDs/Bonds 62 MFs
47 55 49
CP Insurance
Tier II FIIs
Others Others
Mar’18 Jun’18 Sep’18 Dec’18 Mar’19 Mar’18 Jun’18 Sep’18 Dec’18 Mar’19
67
FINANCIAL SERVICES
ALM Profile
As of March 31, 2019 (₹ Crores)
73,114
Cumulative Inflows
65,055
Cumulative Outflows
51,347
41,168
36,386
34,834
12,066
11,247
8,906
7,761
17,847
5,898
5,194
17,816
3,042
1,864
1,776
539
68
WAY F O R WA R D
Strategic Overview
Strategic Priorities Focus Areas
Statutory Reports
• Maintain ‘best-in-class’ asset quality
Maintain healthy • Continue with conservative provisioning and a high
asset quality provision coverage ratio, much higher than industry
standards Financial Statements
69
FINANCIAL SERVICES
A S S E T Q UA L I T Y
F I V E I N V E S T M E N T C O M M I T T E E S F O R R E A L E S TAT E L E N D I N G ,
R E A L E S TAT E F U N D M A N A G E M E N T, C O R P O R AT E F I N A N C E T R A N S A C T I O N S ,
E M E R G I N G C O R P O R AT E L E N D I N G A N D H O U S I N G F I N A N C E
INVESTMENT TEAM
70
Strategic Overview
Pre-sanction Process
At the pre-qualification stage of financing projects, the Also, our long-standing strategic partnerships with
Company is very selective of the developers or businesses marquee investors such as CPPIB, CDPQ and APG, who
to which it provides funding. It takes into consideration a independently assess each investment, serves as an
multitude of factors i.e., management risk, business risk, external validation of our investment thesis and decisions.
financial risk as well as structural risk. Specifically, factors The financing is structured in a manner that links the
such as the promoter’s track record, market reputation, disbursements of loans to the milestones linked to sales/
balance sheet and the status of the projects/business are collection of rental income, etc.
taken into consideration. It primarily selects projects that
The Company maintains independence among the
are located in select micro-markets in Tier I cities
Risk, Legal and Investment teams so that investment
Statutory Reports
measuring actual progress versus underwriting
assumptions and immediately react to any deviation, no
Controls at Pre-approval Stage
matter how small, by taking a range of remedial measures
such as increasing security, modifying business plan,
Deals with underwriting adopting a new marketing strategy, changing the sweep
assumptions based on delay in 100% ratio of the designated escrow accounts or proactively
velocity by 6-12 months seeking a refinance in some cases.
100 %
Deals with escrow A/C 100%
Financial Statements
71
FINANCIAL SERVICES
This is the most important factor in maintaining a low could potentially go into stress in the next six months.
incidence of Gross NPA ratio. Further, by leveraging both the Company’s proprietary
data as well as the rich external data sources, the team
The team is monitoring more than 400 real estate
identifies ways to minimise NPA risk.
projects, developed by 175 developers, including
mid-market developers. The Risk team also periodically assesses the risk levels
of its investment portfolio by measuring a project’s
performance against certain factors including sales
Controls at Post-disbursement Stage
velocity, pricing of the project, approval timelines, ability
to meet principal and interest obligations, and site visit
findings. This allows the teams to map and monitor
Site visits / month 220+ the portfolio-level risks and accordingly adjust overall
exposure in each city or region/micro-market.
All deals in the portfolio are categorised under one of the
four categories:
Developer sales MIS and
escrow accounts monitored 100% 1) Green: Deals where there are no major concerns
per month
2) Yellow: Deals that need to be monitored closely for the
next six months
For Corporate Lending, the Company has adopted the
3) Amber: Deals where stress is envisaged over the next
best practices from real estate monitoring. As corporate
six months
lending has diversified into multiple sectors, there are
sectoral experts who not only help in investments but 4) Red: Deals where payments are overdue / default
also in the monitoring process. The team for monitoring
The teams devote significant time post disbursement to
corporate lending comprises members with multi-sectoral
detect and react to early warning signals. Monthly EWS
and multi-product expertise, tracking various sectors and
meetings are held to highlight cases that require
managing multiple projects across India.
management attention.
The Asset Monitoring team critically analyses the key set
Moreover, the Asset Monitoring team constantly loops in
of triggers such as financials, operational performance,
learnings based on that existing data set to enhance the
regulatory changes and macro-economic factors and
underwriting for new deals.
highlighting the Early Warning Signals (EWS). The early-
warning predictive model helps in identifying deals that
• Periodic site visits (monthly/quarterly) • Actual v/s budget (sales velocity, selling • Project performance
price, collection, costs)
• Construction status • Key issues highlighted
• Cash cover ratio (actual v/s budget)
• Real time feedback to team • Action items
• Sales trend analysis
• Micro-market analysis / sector updates • Market trends
• Operating and financial analysis
• PMC & Board Meetings • Regulatory developments
• NOC issuance
• Engagement with Lender’s Engineer • APG portfolio updates
• Escrow statement
72
Stressed Case Sensitivity Analysis – The results of the sensitivity analysis indicated that for
Residential Real Estate Portfolio a small number of our deals – 18 out of 242 deals –
some proactive measures were required to be taken, to
Post the liquidity tightening event in September 2018, as avoid any potential asset quality issues, under stressed
part of the EWS framework, we proactively conducted scenarios. We made significant progress in addressing
a stressed case sensitivity analysis on our residential most of these 18 potential cases identified as part of
real estate portfolio – testing it against hypothetical, the sensitivity analysis and some of the key pro-active
worst-case scenarios during the year. Some of the measures included were:
key factors considered for the scenario analysis were
• For 8 deals, a stronger developer was brought
a significant decline in sales price, severe fall in sales
on-board, either through sale or a joint development
velocity and anticipated delay in project completion by
agreement to complete the project
more than 6-12 months.
• For 3 deals, we have taken over additional security or
have been able to monetise the additional security
Factors considered for the sensitivity analysis
• For 2 deals, we received capital infusion from a private
equity player or from the promoter
Cash • For 2 deals, the Company is getting itself completely
Cover re-financed
Sensitivity
• For 2 deals, we initiated legal action under NCLT, while
we have also started to monetise the project
• For 1 deal, we provided a composite ‘work out’
Financial Closure Residential Construction solution, which was a combination of a top-up loan to
Sensitivity RE Portfolio Status Sensitivity provide working capital and a land sale
Pricing
Sensitivity
73
PHARMA
The pharma vertical of PEL is uniquely positioned with a strong presence both within and
outside India. It is divided into three businesses – Global Pharma Services, Global Pharma
Products, and India Consumer Products.
74
Global Pharma Services Business
• Well-integrated, end-to-end development and manufacturing
services, ranging from drug discovery and clinical development to
commercial manufacturing of Active Pharmaceutical Ingredients
(APIs) and Formulations for global pharmaceuticals companies
• Capabilities include handling niche injectables, HPAPIs and ADCs
• ‘Partner of Choice’ for large pharmaceuticals and virtual biotech
companies across the drug life cycle
• Supported over 34 commercial launches for its customers and has
an attractive pipeline of over 150 molecules at various stages of
development
• Development and manufacturing facilities located across the globe,
inspected by global pharma regulatory agencies, including the
US Food and Drug Administration, the UK Medicines and Healthcare
products Regulatory Agency, Japan Pharmaceuticals and Medical
Devices Agency, Agência Nacional de Vigilância Sanitária and Health
Canada
75
KEY HIGHLIGHTS – PHARMA
India Generics/OTC
International Generics
20
APIs
Specialty
CDMO
0
Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 PEL
Note: Pharma peer set includes (not necessarily in the same order) Aurobindo Pharma, Cipla,
Dr. Reddy’s Lab, Lupin and Sun Pharma
*Controlled substances
76
Strong Focus on Quality and Compliance
A strong quality governance model,
Strong Track Record of Successful Inspections
treating quality as an autonomous and
independent function in itself, governed
by a Board member Financial USFDA Total Regulatory Customer
Year Inspections Inspections Audits
Completed 33 USFDA inspections, 143
(Including USFDA)
other regulatory inspections and over 989
customer audits, since inception 2012 5 13 60
CRO Development (CDMO and Generic API) Late Phase and Commercial (CDMO), Generic API
Discovery Early Phase Formulation, API and HPAPI Late Phase API and HPAPI, Late Phase Formulation
77
KEY HIGHLIGHTS – PHARMA
Using E-commerce and Technology to Grow the India Consumer Products Business
Established the e-commerce channel in FY2019
• Tapping e-commerce, exports and institutional sales to widen the distribution network
• Focusing on further growth by increasing the number of SKUs listed in this channel
78
Strong Growth Track Record and Significant Improvement in Global Pharma EBITDA Margins
8 Year revenue CAGR of 15% for the Global Pharma business
Margins have improved from 10% in FY2011 to 23% in FY2019 for Global Pharma business
Consistency in PEL’s Revenue Growth Stands out When Compared with Peers
(%)
FY2016 16 12 12 4 5 22 15
FY2017 12 8 23 11 (9) 6 8
FY2018 11 1 (9) (14) 1 3 9
FY2019 11 8 5 10 8 8 19
Global Pharma
EBITDA margins
FY2019 23 20 20 21 22 19 20
Notes: 1. Pharma includes Global Pharma and India Consumer products.
2. Pharma peer set includes (not necessarily in the same order) Aurobindo, Cipla, Dr. Reddy’s, Lupin and Sun Pharma.
Manufacturing Facilities • Aurora: API Dev & Mfg • Grangemouth: Antibody Drug • One of the two approved • Mumbai: API Dev
• Lexington: Sterile Dev & Mfg Conjugates, Dev & Mfg generics in the market for • Digwal: API Dev & Mfg &
• Riverview: HPAPI Dev & Mfg • Morpeth: API & Form. Sevoflurane, with leading Anaesthesia Manufacturing
• Bethlehem: Anaesthesia Mfg Dev & Mfg market share • Pithampur: Form. Mfg
• Leading market share for • Ahmedabad: Drug Discovery
Fentanyl with the only and Form. Dev
Distribution Presence Strong presence in the US in Expanding presence in key currently approved generic in • Ennore: API Dev & Mfg
Inhalation Anesthesia countries including UK, Italy, the market • Mahad: Vitamins & Minerals
Germany, etc. Premixes
Distribution Model Through direct sales force Through direct sales force and
distributors
79
PHARMA
MARKET SCENARIO
Globally, healthcare spending is expected to increase to more than In other products too, PEL benefits from unique factors. For a number
$10 Trillion by 2022, accordingly to Deloitte. Pharma spending is of its inhalation anesthesia products, the Company provides its
expected to hit $1.2 Trillion by 2022, growing at a CAGR of above institutional customers in developed markets with vaporisers, which
6%. This acceleration is likely to be driven by growth in specialty are necessary to administer drugs. Branded intrathecal products
medicines such as oncology and autoimmune biologics, rising share of are injected by a physician into a pump, which is implanted into the
pharmerging markets, novel therapies that address key unmet needs, patient on a long-term basis and for which regular refilling is required.
and increased access to medicines as a result of new pricing policies The Company sells controlled substances in several markets outside
around the world. the US, where original innovator brands have maintained legacy
value .
Global Pharma Services Business
Contract Development and Manufacturing Organisations (CDMOs)
India Consumer Products Business
offer services ranging from preclinical and clinical development The OTC products comprise several therapeutic applications,
through commercialisation. With the increasing trend of outsourcing including vitamin and dietary supplements, weight management
in the pharmaceutical industry, the contract manufacturing market and analgesics. The India Brand Equity Foundation (IBEF) expects
will continue to grow. The extended footprint has also allowed the Indian OTC market to grow at around 9% annually to reach
CDMOs to become integrated full-service providers or ‘one-stop ₹44,000 Crores by 2026. The growth of the OTC market is likely to be
shops’ offering end-to-end solutions. This trend is expected to driven by the following factors:
continue as both large and small pharmaceuticals and biotech
• Growth in GDP and purchasing power
companies prefer to work with strategically integrated partners.
• Propensity for self-medication
CDMOs are increasingly benefitting from the strong funding • Rise in geriatric population
environment in Biotech in the developed world. New drug • Likely new regulations leading to liberalisation of OTC drug sales
approvals are on the rise, signaling a robust clinical development • Increased use of media, particularly digital, to reach and educate
pipeline. The number of approved oncology therapies continue to consumers (in certain categories)
rise. CDMOs serving API clients are likely to benefit due to sector
Over the past couple of years, the Indian OTC industry has
consolidation and erratic API supplies from China. Consolidation
been impacted due to the GST rollout and demonetisation.
among players has resulted in making the buyers’ position strong in
Channel partners (distributors and to some extent retailers) started
the pharma industry. PEL, through its recent acquisitions of Sterile
down-stocking as the GST deadline approached, leading to shrinking
injectables and HPAPI facilities in the US, has proactively set itself
of the wholesale channel. The companies that are able to optimise
to create a one-stop shop for its customers. This has resulted in
their supply chain and rationalise CFAs and distributors stand to
making our value proposition much stronger and attractive for the
benefit from the reduced compliance burden.
big pharma companies to not only continue outsourcing, but to also
consider PEL as a strategic partner for new/existing initiatives. The PEL undertook key initiatives both at strategic and operational levels
Company, with its integrated approach, is offering custom end-to-end in preparation for and after GST implementation. The Company
services to accelerate the route of drugs to the market and reduce supported its channel partners with additional credit, held extensive
the cost and complexity of development. interaction to educate and understand their concerns and invested
in capability building and people development to create sustained
advantages. The GST rollout has provided the Company an
Global Pharma Products Business opportunity to simplify operations and achieve better efficiencies.
PEL was initially present in the $1.1 Billion market of inhalation PEL should benefit due to supply chain optimisation and reduced
anesthesia. The Company’s addressable market size has expanded compliance burden in the GST era.
to $55 billion in the hospital generics market. PEL’s careful portfolio
selection ensures that the Company experiences lesser competitive
pressures than most peers. PEL serves the institutional market,
with a diverse set of buyers. The Company is predominantly in
injectable and inhalation anesthesia dosage forms, which are difficult
to manufacture and in the case of inhalation anaesthesia, the
manufacturing as well as delivering requirements are unique.
80
O P E R AT I O N A L P E R F O R M A N C E
“The integrated business model we have built, complemented by “Last year, we were able to demonstrate the value of our portfolio
our focus on quality, reliability, and customer centricity, has helped of differentiated products that are difficult to manufacture and
us successfully establish ourselves as the ‘partner of choice’ for both distribute as well as our strong customer connections directly
large pharma and biotech firms. During the year, we continued to and through partners into the hospital and institutional channel
see growth in our Order Book and an upward trend in our biotech through the continuation of our profitable growth trajectory. In
relationships. Our extensive global capabilities in the segments of addition, during the year, we launched products such as MITIGO™
Antibody Drug Conjugates, High Potency APIs, Oral Solid Dosages and continued to make progress on the transition and integration of
and Sterile Injectables enable us to work with customers across a the products acquired from Janssen. We realise that our customers
number of therapy areas including oncology, HIV, diabetes, malaria depend on us for reliable high-quality supply of products, for use in
and metabolic diseases, among others. We remain committed to life-saving or life-improving medical procedures across the world.
partnering with our customers to serve the patient community and Hence, maintaining an absolute commitment to quality will always be
reduce the burden of disease while continuing to deliver a strong a core pillar of our strategy. We are confident that this unique platform
performance.” and capabilities will enable us to continue to defend and grow our
existing products as well as provide us the opportunity to distribute
additional products over the course of next year.”
81
PHARMA
10 11 14 16 16 17 20 22 23
4,786
4,322
3,893
3,467
3,008
2,715
2,339
1,906
1,537
Pharma Revenue 1
Global Pharma EBITDA Margin (%)
Note: 1. Pharma revenues include Global Pharma and India Consumer Products
NANDINI PIRAMAL
Executive Director, PEL
“We remain committed to our strategy of growing India Consumer safe healthcare solutions that address the unique needs of Indian
Products through launches, acquisitions, e-commerce and consumers. Going forward, the industry is expected to exhibit a
technology. The year saw us acquire marketing rights of leading remarkable recovery post recent headwinds and PEL is excited to
products, while establishing our e-commerce channel and deploying ride the imminent growth wave and expand our business. We will
technology across operations. The Supreme Court ruling of continue to expand our portfolio with an aim to be among the top
exempting Saridon from the list of banned fixed dose combinations OTC product companies in India.”
is an affirmation to our commitment to provide effective and
82
WAY F O R WA R D
Strategic Overview
Over the past few years, PEL has made significant investments in activating
various growth levers, which are expected to drive the next round of growth
for its Pharma business. In the coming years, the Company will continue to
develop new products, while evaluating inorganic growth opportunities.
Following strategic initiatives and focus areas will shape its Pharma business for
the years to come:
Strategic Priorities Focus Areas
Statutory Reports
• Continue the pursuit to build strong brands while
Growing India Consumer
tapping e-commerce, exports and institutional sales
Products through launches,
• Using analytics for making business decisions such as
acquisitions, e-commerce
designing trade schemes and setting credit limits for
and technology
distributors
Financial Statements
83
PHARMA
Q UA L I T Y A N D B U S I N E S S E XC E L L E N C E
PEL is committed to consistently meet or exceed the requirements directly to the Board. IDEATE is an initiative that serves as a guide to
and expectations of its patients, customers, regulators and partners. building a sustainable governance model at PEL.
In its pursuit to harness quality as a culture and for quality to
IDEATE stands for:
continue to be a key differentiator, the Company ensures timely
• Independent Quality Reporting
scale up of its standards to align with the industry benchmarks.
• Data Integrity Compliance
The Company has a strong belief that quality is driven by a concern
• Effective Governance
for patient safety. A deep commitment to building a quality-driven
• Aligned Systems
organisational culture has helped PEL achieve regulatory
• Transparent Work Culture
compliances with zero defaults.
• Empowered Teams
Data Governance and Risk Mitigation Strategies
Robust Governance Strategies Data within pharmaceutical business is the most critical element
and adequate data governance forms the foundation of an effective
Quality Governance
Quality Management System. PEL is committed to ensure that the
A strong governance and escalation mechanism is the foundation
data it generates is reliable to enable correct decision-making by the
of PEL’s quality management framework. The Company’s quality
Company, its customers and the regulators.
management system is independent of its businesses and reports
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P E L’S Q UA L I T Y M O D E L
Strategic Overview
Global Regional Local (Site)
Strategy: Strategy: Strategy:
• Business aligned • Region-based cultural challenges • Product profile
• Compliance standards • Local regulatory mandate • Customer base
• Regulatory interpretation • Linker between site and centre • Site-based regulatory pathway
• Piramal Quality System • Site satellite support • Facility, technology and people
• Data integrity governance • New site integration • State-specific statutory and
• Due diligence and integration regulatory norms
Quality Tool Kit In addition, the Company has multiple layers of vigilance, which
PEL’s quality team also uses several tools used for quality focus and include surprise corporate inspections of manufacturing sites by the
risk avoidance at the site level. Proprietary tools for quality health QA team. These inspections lead to proactive identification of risks
evaluation and risk minimisation include: and their mitigation in a timely manner.
Over the past several years, PEL has invested significant capital into
Statutory Reports
Tools Details
its India Consumer Product infrastructure, which has contributed to
SENSOR Measuring the quality health of sites and the Company’s strong product portfolio and far-reaching distribution
Quality Health predicting inspection readiness network. Its emphasis on quality and its compliance track record has
Barometer allowed it to move up the value chain in its business.
CALCULUS Determining compliance against data integrity The India Consumer Products business utilises flexible manufacturing
Data Integrity regulations at external sites by third-party vendors. The in-house business
Calculator development team follows stringent protocols for selection of such
vendors. This team conducts detailed checks at all critical points in
PREDICT Assessing the probable outcome of regulatory the chain from sourcing to finished products.
Audit Readiness inspections at a site
Summary
Financial Statements
Scorecard
PEL is on a quality advancement journey from 'Quality for
QUALITY Due diligence, transition and integration of Compliance' to 'Quality as a Culture', with a focus on systems,
INTEGRATION acquisitions (sites and products) processes, technology and people. The Company believes that
quality is a collective responsibility and this belief is woven into the
very fabric of the organisation. The belief is vindicated by the fact
QUENCH Site-based quality metrics towards global risk that all key facilities are approved and successfully inspected by the
Quality mitigation and continuous improvement USFDA, a testament to the high compliance standards.
Intelligence
Platform
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HEALTHCARE INSIGHTS & ANALYTICS
PEL’s Healthcare Insights & Analytics business has evolved from being a provider of syndicated
market research reports into a diversified data, and analytics business, offering best-in-class,
high-value healthcare analytics, data and insights products and services to the world’s leading
pharmaceutical, biotech and medical technology companies, enabling them to make informed
business decisions.
86
PEL’s Healthcare Insights & Analytics business has expanded to meet the growing needs among life sciences companies. The business helps
Strategic Overview
clients better assess market opportunities, quantify the value of their products, target niche patients and medical specialist segments, and
identify unmet customer needs. It has a global team of industry experts and data scientists, including world-class epidemiologists, engineers,
industry-leading healthcare market forecasters and predictive modelers, among others.
MARKET SCENARIO
PEL provides business information services in the life sciences, healthcare provider and payer industries, competing in an addressable market
in excess of $16 Billion across various solution areas, which is expected to reach $24.7 Billion by 2021. Healthcare businesses increasingly
need up-to-date and easily-accessible solutions leveraging complex data sets and advanced analytics and therefore, there is increased
demand for high-quality analytics and decision support tools and services.
$16 BN
Payer $2.8 Bn Feb 2016
Acquired Adaptive Software
Provider $3.3 Bn • Leading solutions for health plans
$6 BN
$2 BN
Life sciences
Payer space
$10.2 Bn
Life sciences
May 2015
Life sciences
Acquired HBI
2012 2014 NOW
• Trusted provider of best practice
Solutions Data Research Consulting Services Consulting Services research, training and services to
Products Research Products Research Products >1,400 hospitals in the US
Data and Analytics Data and Analytics • Marks Company's entry into the
Provider space
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Financial Statements
JONATHAN SANDLER
CEO, Healthcare Insights & Analytics
“PEL continues to provide its customers with access to industry- customer engagement, effectiveness and ROI. Going forward, we
leading research, expertise and insights. Positioned at the remain committed to leverage the India advantage for enhancing
intersection of health and information, our Healthcare Insights & margins by growing our Bengaluru and Gurugram offices. A globally
Analytics business has a truly unique value proposition. Our best-in- recognised brand with the most diverse proprietary assets in the
class products and services, paired with our commitment to client industry, PEL’s Healthcare Insights & Analytics business is well
satisfaction, have established PEL as a leading provider of trusted, positioned to capitalise on opportunities, both domestically and
accurate real-world data and analytics, with a proven ability to internationally, across all of our offerings.”
positively impact client decision-making as they look to increase
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KEY HIGHLIGHTS
India Advantage
Over 400 employees operating out of offices in
Gurugram and Bengaluru, in India
India-based teams across marketing, technology,
digital and research operations
Leveraging Piramal’s brand recognition in India in the
recruitment of critical talent
India presence has helped PEL build 24/7 capabilities
Notable Statistics
PEL has several milestones to its credit, which are highly
valued by its clients:
26 Billion+ medical and pharmacy claims and
Electronic Health records (EHRs)
100% coverage of insured lives of the US population
50,000+ hospitals and health systems providers
networked
5,400+ patient segments covered globally by
epidemiologists
1,000+ custom consulting engagements to date
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Long-Term Revenue Visibility
PEL’s clients comprise nearly all leading life sciences
Top 10 Relationships Comprise <30% of Revenue
companies, including:
(%)
• 48 of the top 50 life sciences companies
• 18 of the top 20 medical device companies
4.3
• 8 of the top 10 US payers and top US health systems 3.9
3.8
PEL’s business is well de-risked, as evidenced in the 3.1
following facts: 3.0
2.7
• Top 10 relationships comprise <30% of revenue
2.3
• >10-year relationships with top 10 customers
2.3
• 96% client retention by value 2.2
• 70% of total revenue highly recurring in nature 2.2
70.4
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HEALTHCARE INSIGHTS & ANALYTICS
Consequences
90
WAY F O R WA R D
Strategic Overview
Over the past few years, PEL’s Healthcare Insights & Analytics
business has undergone a transformation from a syndicated market
research company into a data- and technology-enabled insights
firm. This transformation has helped accelerate business growth
and expand product and services offerings in response to client
needs. As the Company continues on this path, it is focusing on the
strategic priorities defined below.
Using cutting-edge
A unified commercial team offering one of the most
technology and analytics
diverse proprietary, integrated data sets in the
to transform data into
industry
critical insights
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Many' products to enable margin improvement
EBITDA margins
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RISK MANAGEMENT
A well-defined risk management framework is integral to any business. PEL has an independent and
dedicated Enterprise Risk Management (ERM) system to identify, manage and mitigate business
risks. Risk management, internal controls and assurance processes are embedded into all activities of
the Company.
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E N T E R P R I S E R I S K M A N AG E M E N T
Board of Directors
Strategic Overview
PEL’s ERM framework is designed by integrating the COSO*
framework at its core.
The Risk Management Group (RMG) establishes the risk policy and
processes for risk evaluation and measurement, whereas business Board-level Risk Committee
units focus on developing and implementing mitigation measures,
while taking controlled risks. Specific risk approaches are in place for
financial and non-financial businesses.
The Company ensures seamless interaction between the Strategic Risk Management Group
Business Units (SBUs) and RMG to assess the real risks and their
severity on the business. The RMG is independent of SBUs and Independent of business head and
The Board
The Board oversees PEL’s risk management programme. It regularly Periodically, the RMG appraises the portfolio health in the the
reviews and evaluates the programme to ensure adequate policies, Financial Services vertical and the risk profile of the business
procedures and systems are in place to execute the strategy and verticals in non-Financial Services businesses to the Board.
manage related risk. The Board-level Risk Committee reviews the
macro-level risks and reports it to the Board. In FY2018, in addition Business Heads and Teams
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2014 2015 2016 2017 2018 onwards
• ERM Policy in place • ALM Policy in • Portfolio • Enhanced Portfolio • Macro-economic
• Risk Evaluation place Analytics Analytics stress testing
Model for • Risk Rating • Transfer Pricing • Proposed limits • Designed
structured for individual mechanism for framework frameworks for
transactions transactions in Financial Services • Developed product- sectoral limits
Financial Services • Model wise provisioning • ALM Analytics
• Implementation Development structure • Developed
of Risk Registers • Extensive review Credit Approval
Financial Statements
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RISK MANAGEMENT
94
R E TA I L R I S K M A N AG E M E N T
Strategic Overview
PEL determines the creditworthiness of a borrower, based on the policy and process standards set by the Company. There are several credit
checks and controls, at multiple stages of the loan process, to maintain and strengthen the asset quality of the portfolio. Following are the
credit checks and controls at various stages:
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manufacturing operations. A deep commitment to building a quality-
To manage risk of loss resulting from Retail Operational Risk, an driven organisational culture has helped PEL achieve the highest
independent Operational Risk Management (ORM) Team is putting in level of regulatory compliance. These have been explained in detail
place the framework and review mechanism to manage and measure in the Pharma section. (Page 84)
the effectiveness of governance, risk management and internal
controls. This framework comprises two lines of defence:
• Line Business Management (Including Support and Operations):
Manages operational risk on a daily basis, maintains internal
controls, designs and implements internal control-related policies
and procedures
• Operational Risk Management: Develops and implements
Financial Statements
95
RISK MANAGEMENT
M A J O R R I S K S A N D M I T I G AT I N G AC T I O N S
The major risks perceived by PEL, along with the measures taken to mitigate them are as follows:
In the Financial Services business, the risk of default At PEL, each investment is assessed by the investment team as well as an
and non-payment by borrowers may adversely affect independent risk team on the risk-return framework. The combined analysis of these
profitability and asset quality. teams is presented to the Investment Committee for investment decision.
The Company may also be exposed to concentration risks Concentration risk is partly mitigated by the concentration risk framework, which
across sectors, counterparties and geographies. incentivises businesses to diversify portfolio across counterparties, sectors and
geographies. Some of the key measures during the year to mitigate default and
concentration risks in the Financial Services business are:
• Stress Case Sensitivity Analysis: As part of the Early Warning Signal (EWS)
framework, conducted a stressed case sensitivity analysis on the entire residential
real estate portfolio and evaluated various deals against hypothetical, worst-case
scenarios. Identified various deals and took proactive measures to address any
potential asset quality concerns.
• Diversification of Loan Book: Continued to increase granularity of the loan book
through diversification, to reduce the overall risk profile. The share of wholesale
real estate lending (excluding Hospitality and LRD) reduced to 63% of the overall
loan book as on March 31, 2019 versus 83% as on March 31, 2015.
• Steps to Reduce Developer Concentration: Top 10 developer exposures account
for nearly one-third of the overall loan book. Going forward, the business aims to
reduce single borrower exposure by co-investing in large deals with like-minded
partners, such as foreign banks and pension funds.
Client and Product Concentration Risk in the Non-Financial Services Businesses
PEL’s primary businesses are based on contracts with PEL’s business development teams continue to actively seek to diversify its client base
customers. In some contracts, a large portion is transacted and products to mitigate concentration risk. For instance, in our Healthcare Insights
with a few major customers. Therefore, any set back & Analytics business, the Top 10 clients account for less than 30% of revenues, with
at customers’ end may adversely affect the Company’s whom we continue to have over 10-year long relationships.
financials.
While some particular products generate a significant
portion of the Company’s overall revenue, any drop in
demand for these products may adversely affect profit
margins.
Product and Quality Risk
PEL is expected to maintain global quality standards A dedicated Corporate Quality Assurance Group actively monitors adherence to
in manufacturing. Some of PEL’s products are directly prescribed quality standards.
consumed/applied by consumers.
PEL has a strong governance and escalation mechanism. The Company’s quality
Therefore, any deviation with regards to quality compliance management system is independent of its businesses and reports directly to the
of products would impact consumers worldwide, and Board.
hence, adversely affect the Company’s performance.
PEL is on a quality advancement journey from ‘Quality for Compliance’ to ‘Quality as
a Culture’, with a focus on systems, processes, technology and people.
PEL has successfully cleared 33 USFDA inspections, 143 other regulatory audits and
989 customer audits, since FY2011.
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Strategic Overview
Impact Mitigating Measures
PEL has significant revenues in foreign currencies – The centralised treasury function aggregates the foreign exchange exposures and
through exports and foreign operations. Thus, the takes prudent measures to hedge these exposures based on prevalent macro-
Company is exposed to risks arising out of changes in economic conditions.
foreign exchange rates.
Volatility in interest rates in PEL’s investment and treasury The ALCO actively reviews the interest rate risk and ensures that interest rate gaps
operations could cause the net interest income to decline. are maintained as per ALCO’s interest rate view. A healthy mix of fixed-and-floating
This would adversely affect profitability of the Financial assets and liabilities enables PEL to pass on any changes in borrowing costs to
Services business. customers.
Liquidity and ALM Risk
Mismatch in the tenor of assets and liabilities in the The ALCO reviews the GAP statements and formulates appropriate strategy to
Financial Services business could lead to liquidity risk. manage the risk.
At PCHFL, we maintain a positive Gap between cumulative inflows and cumulative
outflows across all maturity buckets as on March 31, 2019.
PEL requires certain statutory and regulatory approvals The applicable regulatory framework is continuously tracked by various teams within
for conducting businesses. Any failure to obtain, retain PEL.
or renew them in a timely manner may adversely affect
Necessary and appropriate actions are undertaken to ensure compliance with all
operations.
regulatory requirements.
A change in laws or regulations made by the government
or a regulatory body can increase the costs of operating a
Statutory Reports
business, reduce the attractiveness of investment and/or
change the competitive landscape.
Also, PEL is structured through various subsidiaries across
various countries in a tax-efficient manner. Regulatory
changes in terms of repatriation and funding may lead to
adverse financial impacts.
Investment Risk
PEL has equity investments in various companies in India. The Company continues to effectively evaluate various risks involved in
Like any other equity investment, these are subject to underlying assets, before and after making any such strategic investments.
market conditions.
Financial Statements
Environmental Risk
PEL is committed to conserving resources as it recognises The Company has adopted the 'reduce, reuse and recycle' mantra for natural
the importance of preserving the environment. resources. Several sustainability initiatives are underway in areas such as reduction
of carbon footprint, water conservation and waste reuse/recycle.
Any non-adherence to our approved EHS practices
and procedures may expose the Company to adverse
consequences.
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HUMAN RESOURCES
PEL’s Human Resources function embarked on an extensive transformation journey called SEEDS
(Strategy for Employee Engagement and Development Support) in 2014. A core theme of this journey
has been to ‘create an environment where employees can thrive and are enabled to deliver sustainable
organisational performance’.
98
The key headcount numbers are as follows:
Strategic Overview
PEL’s people initiatives focus on enabling its Function
March March
Change
31, 2019 31, 2018
diverse and global workforce to consistently
Pharma 5,329 5,129 200
deliver on the Group’s purpose of ‘Doing
Well and Doing Good’ and facilitating a value
Financial Services 1,330 545 785
driven, high-performance culture.
Healthcare Insights 1,161 1,169 -8
& Analytics
D O I N G W E L L – E N A B L I N G S U S TA I N A B L E O R G A N I S AT I O N P E R F O R M A N C E
Statutory Reports
The central objective of PEL’s talent development initiatives is to
payroll compliances by more than 25%.
grow our own leaders and ensure every critical role has a ready
successor identified and groomed. Our high-potential development
programmes are aimed at preparing our top talent to take on next-
level roles:
7,820 IGNITE: The programme identifies and develops young leaders from
junior management to take on mid-management leadership roles.
The participants undergo an 18-month development journey that
includes multiple aspects of functional and leadership learning.
Employees
ASCEND: The platform selects and grooms high-performing
Financial Statements
45 18
development process through virtual learning platforms in
partnership with Harvard Business School.
SUMMIT: The leadership programme focuses on preparing senior
leaders to become successors to the CEOs of PEL businesses.
Locations Countries Senior leaders define their own ‘business mandate’ – to act as true
entrepreneurs of their business units or functions.
99
HUMAN RESOURCES
SUMMIT
Revamping recruitment with scientific tools
Architects
ASCEND
Translators
Design Your Destiny
Career Architecture
Learning University
IGNITE
Performers
Infuse high-quality entry-level talent and Systematic identification of High Potentials at junior/middle management
strengthen employer brand equity and recruitment Accelerated development and cross-business mobility for High Potentials
process to improve quality of hire to focus on basic skill-building at the grassroot level
100
D O I N G G O O D – VA L U E S B A S E D Embedding a Consistent Understanding of Our Values
A N D I N C L U S I V E C U LT U R E W I T H across Piramal Group
C A R E AT T H E C O R E • Continuation of Values Cascade: The Company uses innovative
learning methods such as LEGO® SERIOUS PLAY® to gain insights
Our philosophy is to institutionalise a value-driven high-performance
into how values have seeped into the culture of the organisation.
culture and build an employee base, which is as diverse as our
This technique has helped make abstract concepts of values more
customer base to ensure we are able to deliver continuous value to
tangible and concrete to employees.
our diverse customers.
• Values Dialogue: A focused action on role modelling our core
Diversity at PEL values of Knowledge, Action, Care and Impact was initiated
At the heart of PEL’s diversity agenda is the promise to be an equal through a Values Dialogue Process with the top leaders of PEL.
opportunity employer. The PEL’s code of conduct emphasises the This process, conducted by the method of appreciative inquiry,
Company’s commitment towards supporting diversity in hiring and is intended to encourage values-aligned behaviour right from the
promotions across levels. Gender diversity is the first area of focus in topmost echelons of the organisation.
building a culture of diversity and inclusion.
• Piramal Success Factors (PSFs): PSFs is a framework of everyday
high-performance behaviours based on the Company's values,
Women Employees Comprise
which has been customised for various levels in the organisation.
15% 38%
The Company has partnered with world leaders in personality
assessment, to administer the Person Job Match report based
on the PSFs for all new joinees. Additionally, hiring managers are
Of the workforce Of the corporate level being encouraged to use the Behavioural Event Interviewing (BEI)
25% 27%
technique to interview candidates during the recruitment process
– the BEI is also based on the PSFs.
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INFORMATION TECHNOLOGY & DIGITAL
In this interconnected world, Information Technology (IT) and now Digital Technology can create and
drive market differentiation. Technology is redefining the competitive landscape. It is creating new
business models, value chains and revolutionising the way a company engages with customers, partners
and employees.
102
V I S I O N A N D S T R AT EG Y
Strategic Overview
Technology & Digital has become an integral part of the Company
as it remains aligned to its IT Vision: ‘Aspire to be a Strategic Partner
through Innovative solutions for Rapid growth Enablement’.
C
UT
HEN THE
single unified tool for the Company: One Piramal – One Tool.
LD
EN
Statutory Reports
the Cloud. The Company has also initiated migration to Microsoft’s
cloud platform, Office 365, to improve employee productivity and
collaboration, and increase flexibility and cost.
While the Company realises the importance of getting technology- • Information security, data protection and privacy: The Company
ready for business and has created a strong foothold, it has started developed a New Data Privacy Management Framework and
focusing on getting business-ready for technology. The first step in continues to invest in implementing data protection management
this direction was the ‘Piramal TechFest’ platform, which created systems to ensure privacy of employees, customers, suppliers and
excitement and enthusiasm about technology in the Company. business partners. The programme is split into two waves. Wave-1
focuses on achieving compliance with the General Data Protection
Regulation (GDPR) for the European Union and Wave-2 for non-
European Union locations. As part of this programme, Data Privacy
Financial Statements
103
INFORMATION TECHNOLOGY & DIGITAL
104
Effective Risk Management Quality/Compliance
Strategic Overview
IT facilitates in implementing a strong Risk Management The Company continues to drive automation of
Framework by: regulatory and quality systems across locations. Further
• Building tight information security controls to ensure steps to enhance compliance have been taken using
insulation from threats innovative solutions such as chatbots for IT compliance
• Developing pro-active and robust risk detection, and RPA for improving workforce productivity.
management and mitigation mechanisms
• Implementing robust IT governance models Capability
• Leveraging technology-based tools for better Newly acquired entities and products have been
underwriting and decision-making seamlessly integrated into enterprise-wide core systems
and processes to increase overall productivity. The
Key Differentiators Company has leveraged technology to enable business
Statutory Reports
customer and employee satisfaction.
at a greater scale.
Enhanced Customer Experience
The Company has taken several initiatives to increase
transparency and discipline while achieving data
accuracy. The Company has introduced newer
technologies to improve customer experience by
providing a virtual laboratory tour using Tele-presence via
physical robots at the site.
Workforce Efficiency
Financial Statements
105
ANALYTICS
At PEL, we believe in making strategic decisions backed by data-driven insights and aim to embed the
same in day-to-day processes. Our global presence, diversity of businesses and multiple touchpoints
give the Company access to a significant amount of data. As we become more proficient at collecting
and managing data, the opportunity to find valuabale insights through analytics is ever-expanding. The
Analytics function enables the Company to leverage this data and attain competitive advantage across
business lines.
106
A brief summary of tools utilised by the Company across its Financial Services and Pharma businesses is as follows:
Strategic Overview
Financial Services Pharma
Fraud Analytics Rule Engine (FARE) for Retail Global Pharma Products business
Housing For the Global Pharma Products business, a tool has
The Fraud Analytics Rule Engine (FARE) aims to create been created to automate the sales reporting process
a data-driven fraud detection platform. Some of the for certain products. The automation ensures a
approaches followed include: standardised and error-free process and considerably
reduces the report creation time.
• Machine-enabled checks for aspects that are currently
performed manually, e.g., PAN checks Another core initiative includes building a model to
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the order of possible default within a 3-month horizon, In the India Consumer Products business, we
by leveraging internal performance, bureau scrub and categorised distributors based on business relevance
underwriting score. and risk, to minimise any high-risk exposure. We
leveraged a machine learning algorithm called
Sales and Marketing for Retail Housing ‘K-Means’ to create heterogeneous clusters of
Sales And Marketing Analytics Rule Engine (SMARE) helps distributors, by utilising in-house data on their
in stiching the data across multiple systems to track the performance. Subsequently, results from the exercise
end-to-end journey of a prospective customer, starting were collated to arrive at individualised credit-
from lead generation campaigns to the final loan disbursal. limits for distributors. Additionally, the movement
This has resulted in improved customer experience and led of distributors across categories is monitored on a
to higher conversion improvement in client acquisition / monthly basis to reset the individualised credit limits,
Financial Statements
The Company’s Environment, Health and Safety (EHS) initiatives are designed to create long-
term sustainability and value for the Company, its shareholders and other stakeholders.
Preserving the natural environment and promoting the well-being of the community are
integral aspects of the Company’s business responsibility. The Company has also implemented
the ‘CORE’ (Creating Optimal and Responsible Environment) programme, which has helped
contribute to the larger goal of sustainable development.
ENVIRONMENT H E A LT H
PEL is committed to conserving resources as it recognises • Health of employees and contractors is monitored
the importance of preserving the environment. We have through pre-medical check-ups and periodic medical
Zero Liquid Discharge (ZLD) system at the key facilities. check-ups .
The Company has adopted the 'reduce, reuse and • Employees are provided counselling after every
recycle' mantra for natural resources, and has developed medical check-up by a factory medical officer.
adequate infrastructure to treat and reuse waste • The Company commenced a risk-based employee
water. The CORE programme was launched to drive assessment programme to assess chemical
sustainability initiatives across Piramal Pharma Solutions. concentration exposure to employees.
A few initiatives under the CORE programme are:
SAFET Y
Energy Efficiency
The Company ensures the well-being of its employees,
Initiatives such as reduction in the power usages by
partners, and visitors to its offices. A safe working
using energy efficient alternatives, modifications in the
environment is non-negotiable at PEL, for which it
utility pipelines, using timers to control light fixtures
follows global safety standards in all its operations. The
etc. resulted in reduction of carbon footprint. These
Company has been achieving continuous improvements
initiatives have resulted in overall power consumption
in safety performance through a combination of systems
reduction by 2%.
and processes as well as cooperation, involvement and
support of all employees. During the year, there was no
Water Conservation fatal injury at any site. The First Aid Injury Rate (FAIR)
and Total Recordable Injury Rate (TRIR) decreased during
Initiatives such as steam condensation to recirculate to
the year .
boiler, modifications in manufacturing processes and use
of efficient alternatives to reduce tap water flow. These
initiatives have resulted in overall Water consumption
reduction by 3%.
10%
Lost Time Injury Rate (LTIR) = LTIs*2,00,000/
number of hours worked Lost Time Injury /
Illness (LTI) are the hours lost due to injuries
resulting in one day or more away from work
FY17 FY18 FY19
2 .2
2
FY18 FY19
CORPORATE SOCIAL RESPONSIBILITY
PEL conducts its CSR initiatives through the subsidiaries of Piramal Foundation – Piramal
Swasthya Management and Research Institute, and Piramal Foundation for Education
Leadership (collectively referred hereinafter as “CSR entities”). The CSR entities develop
innovative approaches and solutions to resolve issues that are critical roadblocks towards
unlocking India’s economic potential. The Company believes in collaborating with like-minded
partners and nurtures projects that are scalable and deliver a sustainable impact.
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O U R I N I T I AT I V E S
Democratising Healthcare –
Piramal Swasthya
Piramal Swasthya is working in collaboration with Public Health Scenario in India
various corporate and public sector organisations for Some of the initiatives under Piramal Swasthya are:
increasing the reach and deepening the traction within
Remote Health Advisory and Information
communities, thereby impacting beneficiaries on a large
This service provides validated health and medical advice, especially
scale and complementing the government’s healthcare
to vulnerable sections of the society, through a toll-free health
delivery efforts while empowering communities. The
helpline number and Mother and Child Tracking System (MCTS)
solutions deal with issues of accessibility, availability
across 7 states. Tele-medicine services virtually connect doctors
and affordability in remote areas, and also serve as a
to patients. Health Information Helpline is a health contact centre
platform through which IT-enabled quality healthcare
that provides 24X7 basic medical advice and counselling services,
services can be rendered and customized to fulfil specific
handling over 30,000 calls a day.
needs of the society.
Community Outreach Programme: Mobile Health Services
This service aims at ensuring access to primary healthcare in rural
areas. Mobile vans equipped with medical devices, medicines,
India ranked
130th
doctors, paramedics and health workers are deployed at regular
intervals. This programme currently operates 417 mobile medical
units and operates as a CSR intervention for several public and
On the Human Development Index (2018) private sector organisations.
Source: UNDP
14 10.6 Crores
States impacted by Healthcare Beneficiaries received health
initiatives facilities at their doorstep
4,000+ 75+
Strong workforce Telemedicine centers
580+ 417
Doctors and specialists Medical mobile vans
368
Call centre seats
111
CORPORATE SOCIAL RESPONSIBILITY
700 57,000
PFEL has partnered with many governments, corporates and
educational institutions under the School Leadership Development
Programme in the states of Rajasthan and Maharashtra. The Gandhi Fellows Students as part of School
programme has established two innovation hubs in the district of Leadership Development
Churu, Rajasthan for researching and developing Social Emotional Programme
Learning and its integration within the current education system.
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CORPORATE SOCIAL RESPONSIBILITY
114
Programme Details
Strategic Overview
Volunteers engaged with school students and taught them important life skills such as communication,
Life skill sessions
decision making, and creative thinking
Regular beach clean-up drives in support of Swachh Bharat and workshops on the importance of using paper
Environment
bags and minimising plastic usage
Employees reach out to the organisation’s support staff (housekeeping, security, pantry, etc.), acknowledge
Be A Santa their dedication, and conduct teaching sessions on using smartphones and computers to access online
banking, Youtube, Gmail and Google maps
Through ‘Building As Learning Aid’ (popularly called “BALA”), volunteers painted the walls of municipal
Paint the school walls
schools with educational concepts, cartoons, and graffitis
National festival of giving is celebrated at all plants of the Company wherein employees come together and
Daan Utsav
collectively volunteer for diverse social causes in the presence of various NGOs
Volunteers helped young adults build their career readiness by polishing their interview skills; develop
Volunteers at Mahad location conducted a mass Yoga Day celebrations at nearby schools involving students
Yoga Day
and teachers
Statutory Reports
Year ESI – Volunteering Hours
FY2017 28,000
FY2018 41,613
FY2019 60,569
Financial Statements
115
AWARDS & RECOGNITION
Mr. Ajay Piramal, Chairman, Piramal Group, felicitated with the 'Business Leader of the Year' Award at the 45th National Management
Convention by All India Management Association-September 2018
Mr. Ajay Piramal, Chairman, Mr. Ajay Piramal, Chairman, Dr. Swati Piramal was honoured
Piramal Group, felicitated with Piramal Group conferred with with the “Business Leader of
the 'Business Leader of the the prestigious International the Year Award” at Hello Hall of
Year' Award at the 45th National Advertising Association's (IAA) Fame Awards 2019- May 2019
Management Convention by All Business Leader of the Year
India Management Association.- Award, 2018- July 2018
September 2018
116
Financial Services • Ennore (Chennai) site was recognised for 'Excellence
Award in Environment, Health & Safety (EHS)' for the
• Piramal Capital and Housing Finance recognised as
overall industry best practices by the Confederation of
'Best Debt Provider of the Year - Alternative' at
Indian Industry (CII) South Region
Private Equity Wire Awards 2019 – March 2019
• Ennore site was recognised with a 4 star rating by the
• Piramal Finance Limited was awarded "Best Overall
Confederation of Indian Industry South Region for
Investment Manager for Real Estate in India" by
“Excellence Award in Environment, Health & Safety
Euromoney, for the fourth consecutive year, for setting
(EHS)”
new benchmarks and exceptional performance in the
• Piramal Pharma Solutions won the CMO Leadership
industry – July 2018
Award 2019 in Service Category in New York –
• Piramal Finance Limited was ranked #13 among
March 2019
25 Best Small & Medium workplaces in Asia 2019 by
• National Safety Council (Maharashtra Chapter)
Great place to work Institution – March 2019
recognised light hall R&D site for the “Zero Accident
& Longest Accident free Period” facility at state
level. This is the second consecutive year of R&D
Mumbai for receiving this award in this category –
September 2018
• Lehigh Valley Business names “Piramal Critical Care”
2018’s fastest-growing companies as the region’s most
dynamic that have made significant contributions to
the local economy – September, 2018
Healthcare Analytics
• John Jaeger, Partner DRGC Market Access, won “2019
PM360 ELITE Mentor Award” – May 2019
• Won the “Best Partner Award in Market Access and
Reimbursement” by TGAS Vendor Insights Award
2018 – July 2018
• Piramal Finance Limited won “Outstanding Company
in Infra Finance” at the 8th EPC World Awards –
February 2019
Corporate Social Responsibility
• Piramal Finance Limited won “Out Of the Box • Golden Peacock Awards for “Corporate Social
Compliance Framework of the Year” at the Responsibility 2018” for Excellence in CSR by Institute
Compliance Leadership Summit 2019 organised by of Directors – January 2019
UBS Forums in partnership with Deloitte – May 2019 • Economic Times 2 Good 4 Good Rating Scheme
• Mr. Khushru Jijina was honoured with “CEO of the honoured Piramal Foundation with “4 Good’ Rating”
year: 8th EPC World Awards” at the 8th EPC World for Excellence in CSR
Awards – February 2019 • “Socially Aware Corporate of the Year” by Business
• Mr. Khushru Jijina was honoured with “The Standard – March 2019
Extraordinare Game Changer Awards 2019” by Brand • Piramal Swasthya’s Chandranna Sanchara Chikitsa
Vision Summit 2019 – February 2019 Program in Andhra Pradesh was awarded “Swachh
• Mr. Khushru Jijina was honoured with “CXO of Bharat award” for the best practices by institutions
the year: Realty Plus 2018” at the 10 th Realty Plus that play a significant role at the forefront of the
Conclave & Excellence Awards – West – January 2019 healthcare sector and service providers at the
backend – February 2019
Pharma • “SKOCH ORDER-OF-MERIT Award” for qualifying
amongst Top-50 Swasth Bharat Projects in India by
• Piramal Pharma recognized as the 'Industry Partner
SKOCH Group – February 2019
of the Year’ for the second consecutive year at the
Global Generics & Biosimilars Awards 2018, Madrid,
Spain. – November 2018
• Piramal Pharma was awarded ‘Excellence in Contract
Research and Manufacturing’ award at the India
Pharma awards during CPhI India event at Noida.-
December 2018
117
AWARDS & RECOGNITION
Corporate
• Piramal Enterprises Limited was Ranked 1st in India (across • Piramal Corporate Communications Team has been honored with
sectors) and 6th globally (across sectors) for its FY2018 Annual "Best In-House Team of the Year" by Large by Fulcrum Awards-
Report. It was also Ranked 1st globally (Platinum Award) in the April 2019
‘Conglomerates’ category, Ranked 2nd globally (Gold Award)
in the ‘Financials’, as well as the ‘Pharmaceuticals’ sector by
the League of American Communications Professionals (LACP) -
March 2019.
118
PERFORMANCE REVIEW
In accordance with the SEBI (Listing Obligations Disclosure Requirements 2018) Amendment Regulations, 2018, the Company is required to give
details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key sector- specific financial ratios
Standalone Consolidated
Strategic Overview
FY2019 FY2018 FY2019 FY2018
Debtors Turnover ratio (in days) 107.07 90.59 83.81 86.46
Inventory turnover ratio (in days) 153.06 156.21 199.33 185.05
Interest Coverage ratio 1.33 1.76 1.56 1.66
Current ratio 0.21 0.43 0.39 0.54
Net Debt Equity ratio 0.89 0.66 2.03 1.57
Operating Profit Margin
Pharmaceuticals 26.18% 28.57% 20.35% 17.98%
Financial Services 17.90% 36.44% 34.70% 40.01%
Healthcare Insights & Analytics NA NA 17.01% 13.87%
Normalised Net profit margin ratio* 11.60% 15.73% 12.23% 11.95%
Return on Net worth* 2.18% 2.43% 5.93% 4.78%
*Note - FY2019 normalised net profit excludes non-recurring and non-cash accounting charge towards imaging assets and non-recurring exceptional item and FY2018 normalised net profit
after tax excludes synergies on account of merger of subsidiaries in the Financial Services segment
Statutory Reports
4. Profit after Tax includes non-recurring and non-cash accounting charge towards Imaging assets and non-recurring exceptional item
(₹ Crores)
Details FY2010 FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 FY2017 FY2018 FY2019
Balance Sheet
Share Capital 42 342 353 35 35 35 35 35 364 375
Reserves and Surplus 1,643 11,803 11,208 10,689 9,287 11,701 12,914 14,848 26,526 27,216
Minority Interest - 6 10 15 - 29 - 13 12 9
Debt 1,295 757 2,047 7,688 9,552 7,306 16,279 30,451 44,161 56,023
Net Deferred Tax 57 48 50 (46) (41) (27) (288) (594) (4,215) (4,049)
Total Liabilities 3,037 12,647 13,349 18,381 18,832 19,044 28,940 44,752 66,520 79,236
Net Fixed Assets 2,113 1,582 2,089 6,081 6,682 7,342 7,880 10,852 11,373 11,690
Financial Statements
Investments 33 1,482 6,964 7,877 9,446 7,768 16,317 25,181 28,843 25,747
Other Net Assets 891 9,584 4,297 4,419 2,704 3,934 4,743 8,719 26,304 41,798
Total Assets 3,037 12,647 13,349 18,381 18,832 19,044 28,940 44,752 66,520 79,236
Notes:
1. FY2019, FY2018 and FY2017 results have been prepared based on IND AS & FY2016 results have been reinstated to make them comparable with the reported period. Prior period
numbers are as reported in their respective period
2. Buyback of 4,10,97,100 Equity Shares of ₹2 each at ₹600 per Equity Share.
3. Net increase in Equity Share Capital on account of :
– Allotment of 53,52,585 Equity Shares of ₹2 each to the shareholders of Piramal Life Sciences Limited (now known as Piramal Phytocare Limited) on demerger of its R&D NCE division into PEL
4. Net increase in Equity Share Capital on account of :
– Allotment of 225,000 Equity Shares of ₹2 each to the Compulsorily Convertible Debentures (CCDs) holders
– Allotment of 7,485,574 Equity Shares of ₹2 each under Rights Issue
5. Net increase in Equity Share Capital on account of :
– Allotment of 4,162,000 Equity shares of ₹2 each pursuant to conversion of 104,050 Compulsorily Convertible Debentures (CCDs)
– Allotment of 11,298 Equity Shares of ₹2 each under Rights Issue to the CCD holders out of the Right Equity shares reserved for them 119
BOARD & MANAGEMENT PROFILES
Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
Management Team. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
BOARD OF DIRECTORS
Ajay Piramal Mr. Piramal holds an Honours degree in Science from Mumbai
Chairman, Piramal Group University and a Master's degree in Management Studies from the
Jamnalal Bajaj Institute of Management Studies. He has completed
Mr. Ajay Piramal, one of India's leading industrialists and
an Advanced Management Programme from the Harvard Business
philanthropists, and Chairman of the Piramal Group, has led its
School, and has been conferred with an Honorary Doctorate in
transformation into a $10 billion global business conglomerate.
Philosophy (D. Phil) by Amity University, India, and an Honorary
Piramal Group has diverse interests in pharmaceuticals, financial
Doctor of Science (Honoris Causa) degree by IIT-Indore.
services, real estate, information services and glass packaging, with
offices in 30 countries and its products are sold in more than 100
countries. Dr. Swati A Piramal
Mr. Piramal is regarded as a torchbearer for responsible Dr. (Mrs.) Swati Piramal is the Vice Chairperson of Piramal Enterprises
entrepreneurship, with a strong focus on 'Doing Well and Doing Limited and a Whole-time Director. She is among India's leading
Good', a philosophy that has created long-term value for the Group's scientists and industrialists, and is involved in public health and
stakeholders and the community as a whole. innovation. She earned her medical degree from Mumbai University
and completed her Master's in Public Health from the Harvard
A firm believer in the tenets of the Bhagvad Gita, Mr. Piramal is a
School of Public Health. She has used her background in medicine,
passionate advocate of trusteeship and responsible business ethos.
public health and business to change the trajectory of healthcare,
He is deeply invested in unblocking India's socio-economic potential
education, and public policy in India. Dr. Piramal is a member of the
through the Piramal Foundation, and is an ardent promoter of
Dean's Advisor to Harvard Business School & Public Health and was
social entrepreneurship. Mr. Piramal actively steers the Group's
also member of Harvard Board of Overseers (2012-2018).
involvement in various social impact initiatives through the Piramal
Foundation, to develop innovative long term and scalable solutions In addition to her other commitments, Dr. Piramal is deeply
to resolve issues that are critical roadblocks towards unlocking committed to Corporate Social Responsibility activities. She is
India's economic potential. The Foundation currently works across 21 involved in projects across healthcare, education, livelihood creation
states and has impacted over 90 Million lives, mostly in partnership and youth empowerment. She aims to resolve issues that are critical
with state governments, through Piramal Swasthya, Piramal roadblocks towards unlocking India's economic potential by finding
Sarvajal and Piramal Foundation for Education Leadership. Piramal innovative solutions. She also looks at avenues for promoting health
Foundation has partnered with NITI Aayog, India's foremost think- in rural India with mobile health services, women's empowerment
tank, in 25 Aspirational Districts across 7 states in India, to improve projects and supporting community education that create young
human development indicators across Healthcare & Nutrition and leaders.
Education, amongst marginalised sections of society.
As the first woman president of India's Apex Chamber of Commerce
Mr. Piramal holds key positions on the Boards of several companies in 90 years, she helped influence important public policies and
and prestigious institutions. He serves on the Harvard Business governance. She served as an adviser to the Indian Prime Minister in
School's Board of Dean's Advisors, is co-Chair of the UK-India CEO science, technology and economic policy (2006-2014).
Forum and Non-Executive Director of Tata Sons Ltd. Passionate
Dr. Piramal is a leader who makes a positive difference to the
about contributing to education in India, Mr. Piramal also serves as
community and the world. Her contributions in innovations, new
President and Chairman of Anant National University and Chairman
medicines and public health services have touched thousands of
of the Pratham Education Foundation.
lives.
He has been conferred with several national and international
Following are some of her achievements:
recognitions including Outstanding Performance at the 9th Asia
Pacific Entrepreneurship Awards (2018); International Advertising a. Nominated as one of the 25 Most Powerful Women in India,
Association's (IAA) Business Leader of the Year Award (2018); Asia eight times in succession, from 2003 till 2011 by Business Today;
Pacific Entrepreneurship Awards (APEA) - 'Special Achievement b. Awarded the BMA Management Woman Achiever of the Year
Award' Category'(2018); CNBC India Business Leader of the Year Award during 2004-05;
(2018) and CNBC Asia Business Leader Award (2017) for his visionary c. Recipient of the Lakshmipat Singhania-IIM, Lucknow National
leadership; Hurun India Philanthropy List (2017); SEN Sustainability Leadership Award;
Award – Philanthropy and Best of Best – instituted by World d. Recipient of one of France's highest honours – 'Chevalier de
Presidents' Organisation (2015); Corporate Citizen of the Year award l'Ordre National du Merite' (Knight of the Order of Merit), for
by AIMA Managing India Awards (2016); 'Outstanding Philanthropist' medicine and trade in 2006;
(2014 and 2013) by Forbes Philanthropy Awards; 'Business Leader e. In 2006, she also received an award in the field of Science
of the Year' by the Indo-American Chamber of Commerce; and and Technology from the Prime Minister of India, and was the
'Entrepreneur of the Year' (2006) by the UK Trade and Investment recipient of the Chemtech Pharma Award for Biotech Industries;
Council. f. Received the Rajiv Gandhi Award for Outstanding Woman
Achiever, from the Rajiv Gandhi Foundation in 2007;
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g. President of ASSOCHAM and was the first woman to be elected (Honours) degree from Warwick University in 1977 and was awarded
Strategic Overview
in 90 years of the history of ASSOCHAM during 2009-10; an Honorary Doctor of Laws (LLD) by the same university in 2014.
h. In 2010, she was conferred with the Distinguished Industrialist
He was a nominated Member of Parliament in Singapore from 2007
Award for outstanding contributions to the Pharmaceutical
to 2009 and a Member of Singapore Economic Strategies Committee
Industry by VIT (Vellore Institute of Technology);
(2009/2010). He was awarded Public Service Medal by the Singapore
i. In 2011, she was nominated to the Hall of Fame as the Most
Government in 2014.
Powerful Women in Business;
j. During 2011, she was also awarded by the Hon. President of
India, for contribution to better Corporate Governance, and Keki Dadiseth
received the Global Empowerment Award - UK, from Her Royal
Mr. Keki Dadiseth joined Hindustan Lever Ltd. in India in 1973 as
Highness, the Duchess of Kent;
Manager in the Audit Department. His tenure in the Company
k. In 2012, she was honoured with the Padma Shri, by the
included a three-year secondment to Unilever PLC in London
Statutory Reports
Singapore Telecommunications Limited, GIC (Singapore’s He is a Director on the Board of Indian Business School. He is also
Sovereign Wealth Fund), The Indian Hotels Company, and Piramal Chairman/Member of Audit/Remuneration/Corporate Governance
Enterprises. He also serves as member of the Singapore Legal committees in most of these companies.
Service Commission and Defence Science & Technology Agency,
Mr. Dadiseth is Non-Executive Chairman of Omnicom India, and
and Chairman of raiSE, Centre for Social Enterprise in Singapore. His
Chairman of the Convening Board of Marsh & McLennan Companies,
other roles in the not-for-profit sector include being a term Trustee
India. He is also Chairman of the India Advisory Board of World Gold
of SINDA and a Member of the Governing Board of Yale NUS College.
Council, India. Till recently, he was also Member of the Advisory
He has also been appointed as Pro-Chancellor of the National
Boards of Accenture Services Pvt. Ltd., India Infoline and PwC.
University of Singapore.
Previously, Mr. Banerjee served as Executive Chairman of
Dr. Raghunath Anant Mashelkar
Financial Statements
123
BOARD OF DIRECTORS
Forty-two universities from around the world have honoured him awareness of Intellectual Property Rights (IPR) has dawned on
with honorary doctorates, which include Universities of London, Indian academics, researches and corporates. He spearheaded
Salford, Pretoria, Wisconsin, Swinburne, Monash and Delhi. the successful challenge to the US patent on the use of turmeric
for wound healing and also the patent on Basmati rice. These
Dr. Mashelkar is only the third Indian engineer to have been elected
landmark cases have set up new paradigms in the protection of
(1998) as Fellow of Royal Society (FRS), London in the 20 th century.
India's traditional knowledge base, besides leading to the setting
He was elected Foreign Associate of US National Academy of Science
up of India's first Traditional Knowledge Digital Library. In turn, at
(2005) and also National Academy of Engineering (2003), Associate
an international level, this has led to the initiation of the change
Foreign Member, American Academy of Arts & Sciences (2011),
of the International Patent Classification System to give traditional
Fellow of Royal Academy of Engineering, UK (1996), Foreign Fellow
knowledge its rightful place.
of Australian Technological Science and Engineering Academy (2008),
Corresponding Member of Australian Academy of Sciences (2017), As Chairman of the Standing Committee on Information Technology
Fellow of World Academy of Arts & Science, US (2000), Fellow of of World Intellectual Property Organization (WIPO), as a member
US National Academy of Inventors (2017), the first ever Indian from of the International Intellectual Property Rights Commission of UK
India to be elected and TWAS-Lenovo Science Prize (2018), which is Government and as Vice Chairman on Commission in Intellectual
considered as mini – Nobel Prize for developing world scientists. Property Rights, Innovation and Public Health (CIPIH) set up by World
Health Organization (WHO), he brought new perspectives on the
Deeply connected with the innovation movement in India,
issue of IPR and the developing world concerns.
Dr. Mashelkar served as the Chairman of India’s National Innovation
Foundation (2000-2018). Currently, he chairs Reliance Innovation In the post-liberalized India, Dr. Mashelkar has played a critical
Council, KPIT Technologies Innovation Council, Persistent Systems role in shaping India's S&T policies. He was a member of the
Innovation Council and Marico Foundation’s Governing Council. He Scientific Advisory Council to the Prime Minister and also of the
co-chairs the Maharashtra State Innovation Council. Scientific Advisory Committee to the Cabinet set up by successive
governments. He has chaired high-powered committees set up
Dr. Mashelkar has been a member of External Research Advisory
to look into diverse issues of higher education, national auto fuel
Board of Microsoft (USA), Advisory Board of VTT (Finland), Corporate
policy, overhauling the Indian drug regulatory system, dealing with
Innovation Board of Michelin (France), Advisory Board of National
the menace of spurious drugs, reforming Indian agriculture research
Research Foundation (Singapore), among others.
system, etc. Currently, he is the Chairman of Government of India’s
In August 1997, Business India named Dr. Mashelkar as being among two High Powered Technology Expert Committees on Swachh Bharat
the 50 path-breakers in the post- Independent India. In 1998, Abhiyan set up by Ministry of Rural Development as well Ministry of
Dr. Mashelkar won the JRD Tata Corporate Leadership Award, the Urban Development.
only scientist so far to win it. In June 1999, Business India did a cover
Dr. Mashelkar has won over 50 awards and medals, which include
story on Dr. Mashelkar as "CEO OF CSIR Inc.", a dream that he himself
S.S. Bhatnagar Prize (1982), Pandit Jawaharlal Nehru Technology
had articulated, when he took over as DG, CSIR in July 1995. On
Award (1991), G.D. Birla Scientific Research Award (1993), Material
November 16, 2005, he received the Business Week (USA) award of
Scientist of Year Award (2000), IMC Juran Quality Medal (2002),
‘Stars of Asia’ at the hands of George Bush (Sr.), the former President
HRD Excellence Award (2002), Lal Bahadur Shastri National Award
of USA. He was the first Asian Scientist to receive it.
for Excellence in Public Administration and Management Sciences
Dr. Mashelkar has been on the Board of Directors of several reputed (2002), World Federation of Engineering Organizations (WFEO)
companies such as Reliance Industries Ltd., Tata Motors Ltd., Medal of Engineering Excellence by WFEO, Paris (2003), Lifetime
Hindustan Unilever Ltd., Thermax Ltd., Piramal Enterprises Ltd., Achievement Award by Indian Science Congress (2004), the Science
KPIT Technologies Ltd., etc. He chairs the Boards of GeneMedix Life medal by the Academy of Science for the Developing World (2005),
Sciences Pvt. Ltd., Vyome Biosciences Pvt. Ltd. and Invictus Oncology Ashutosh Mookherjee Memorial Award by Indian Science Congress
Pvt. Ltd. (2005), etc.
Dr. Mashelkar’s contributions have been multifarious. The President of India honoured Dr. Mashelkar with Padmashri (1991),
Padmabhushan (2000) and Padma Vibhushan (2014).
When Dr. Mashelkar took over as the Director General of CSIR, he
enunciated “CSIR 2001: Vision & Strategy”. This was a bold attempt
to draw out a corporate like R&D and business plan for a publicly Prof. Goverdhan Mehta
funded R&D institution. This initiative has transformed CSIR into a
Prof. Goverdhan Mehta is a leading researcher in Chemical Sciences
user-focused, performance-driven and accountable organization.
and is presently a University Distinguished Professor and Dr. Kallam
This process of CSIR transformation has been recently heralded as
Anji Reddy Chair at University of Hyderabad. He has held positions
one of the 10 most significant achievements of Indian Science and
such as Vice Chancellor of University of Hyderabad; Director of the
Technology in the 20th century.
Indian Institute of Science, Bangalore; Srinivas Ramanujam Research
Dr. Mashelkar has been propagating a culture of innovation and Professor of the Indian National Science Academy; CSIR-Bhatnagar
balanced intellectual property rights regime for over two decades. Fellow, National Research Professor; and Lilly-Jubilant Chair Professor
It was through his sustained and visionary campaign that growing at University of Hyderabad. He has published over 500 research
124
papers, delivered over 200 named and distinguished lectures successor. He was then appointed as the Vice Chairman and held
Strategic Overview
worldwide and has received over 100 medals, awards and honorary office until he retired in October 2014, after an association of over 4
Doctorate degrees. decades with the company.
Prof. Mehta is a Fellow of Royal Society (FRS), a Foreign Member of Given his keen passion to work for the social sector and community
Russian Academy of Sciences and a Fellow of all the three Science initiatives, he also serves as the Chairman on the Council of
Academies in India, and the Third World Academy of Sciences Management at the National Institute of Advanced Studies (NIAS)
(TWAS). He was President of Indian National Science Academy and and the Chairman of the Governing Board at the Tata Institute of
International Council for Science. He has been conferred ‘Padma’ Social Sciences (TISS). He is also the President of the Society for
award by the President of India, ‘Chevalier de la Legion d’Honneur’ Rehabilitation of Crippled Children (SRCC) – which has recently built a
by the President of France and ‘Cross of the Order of Merit’ by the super specialty children’s hospital in Mumbai.
President of Germany.
In recognition of Mr. Ramadorai’s commitment and dedication to the
Statutory Reports
Corporation (NSDC) his approach was to standardize the skilling
effort, ensure quality and commonality of outcomes by leveraging
technology and create an inclusive environment to co-operate,
Deepak M. Satwalekar
collaborate & co-exist. He strongly believes that empowering Mr. Deepak M. Satwalekar serves on the India Advisory Board of a
youth with the right skills can define the future of the country. large European bank. He is currently active on the Advisory Board of
Mr. Ramadorai is currently the Chairman of the Advisory Board a few non-profit organisations that are engaged in primary education
at Tata STRIVE, which is the Tata Group’s CSR skill development for low-income and underprivileged members of society in rural and
initiative that aims to address the pressing national need of skilling urban India. He is on the Board of a technology incubator and also
youth for employment, entrepreneurship and community enterprise. advises a venture capital fund. He was Managing Director and CEO
of HDFC Standard Life Insurance Co. Ltd. till 2008. He has also been
In addition to the above, he continues to be Chairman of Tata
a consultant to World Bank, Asian Development Bank, United States
Financial Statements
Narayanan Vaghul for empowering the challenged and the differently abled with the
aim of integrating them in our society.
Mr. Narayanan Vaghul has served as a director on our Board since
August 1997. He is the Chairman of our Audit & Risk Management
Committee and Nomination & Remuneration Committee. He was the Nandini Piramal
Chairman of the Board of ICICI from September 1985 to April 2009
Ms. Nandini Piramal leads the Over-The-Counter (OTC) business of
and was on the boards of Piramal Finance Limited, Apollo Hospitals
the company. She heads the Human Resources function at Piramal
Enterprise Limited and Mahindra World City Developers Limited until
Group and the Quality & Risk functions at Piramal Enterprises.
May 2018, March 2019 and April, 2019 respectively. He is currently
on the board of Wipro Limited and IKP Trusteeship Services Private Under Nandini’s leadership, the OTC business is one of the fastest
Limited. He was a board member of Arcelor Mittal, Luxembourg growing Indian OTC companies and all its brands are either No.1
from July 1997 to May 2017. He was on the board of Universal or No.2 in their respective categories. She is leading a five-year
Trustees Private Limited until March 2019. He is the Chairman of the transformation agenda across the Piramal Group for top talent
Audit, Risk and Compliance Committee, and a member of the Board identification and development process across levels. She has been
Governance, Nomination and Compensation Committee of Wipro instrumental in setting up the Risk Function with Jaideep Sen (Chief
Limited. Risk Officer).
Mr. Vaghul holds a Bachelor (Honors) degree in Commerce from Piramal Enterprises is also the only Indian company to be part of
Madras University. He was the recipient of the Padma Bhushan Willis Towers Watson Global High Performing Norm.
award by the Government of India in 2010. He also received the
In 2014, World Economic Forum recognised Nandini as a ‘Young
Lifetime Achievement Awards from Economic Times, Ernst & Young
Global Leader’.
Entrepreneur of the Year Award Program and Mumbai Management
Association. He was given an award for the contribution to the Nandini is passionately involved with Piramal Foundation (the
Corporate Governance by the Institute of Company Secretaries of philanthropic arm of the Piramal Group), Piramal Foundation
India in 2007. Education Leadership programs, Piramal Sarvajal and Piramal
Swasthya. She graduated with BA (Hons) Politics, Philosophy and
Economics from Oxford University, followed by an MBA from
Arundhati Bhattacharya Stanford Graduate School of Business.
Mrs. Arundhati Bhattacharya was the first woman to chair SBI in its
210 years history.
Anand Piramal
Mrs. Bhattacharya’s has more than 40 years of rich and varied
Mr. Anand Piramal is the Non-Executive Director at Piramal
experience coupled with thorough insights of banking industry and
Enterprise Ltd. and he heads Piramal Realty and Executive Director at
its related technology, which not only enabled her to put her imprint
Piramal Group.
on the Indian financial world but was also acknowledged / acclaimed
globally. Anand Piramal, founded Piramal Realty, one of India’s largest and
fastest growing real estate companies in 2012. Piramal Realty is
Despite SBI being a PSU Bank, she transformed SBI to a tech savvy
a Mumbai centric real estate developer with over 20 million sq./
bank, ranked above private and foreign banks. She also overhauled
ft. under development in Worli, Mahalaxmi, Mahim, Byculla,
banks’ risk structure, inculcating risk awareness at every level.
Kurla, Thane and Mulund. In 2015, Warburg Pincus and Goldman
She has won many International Awards, recognitions in the past Sachs committed to invest $434 million for a minority stake in the
viz. inclusion in Forbes and Fortune Most Powerful Women’s list company.
and Most Powerful Women in Finance list, ranking amongst World's
Prior to Piramal Realty, Anand founded a rural healthcare start-up
Top 100 thinkers, ranking in Fortunes Greatest Leaders List, also
called ‘Piramal eSwasthya’. At eSwasthya, he led the acquisition of
acknowledged internationally for her Bank's employee satisfaction
HMRI (Health Management Research Institute). Today the merged
level. Recently she was bestowed with Life Time Achievement Award
entity ‘Piramal Swasthya’ is India’s largest private primary healthcare
by Financial Express Group in Best Banker Category.
initiative, with over 2,260 employees, 250 doctors serving 20,000
Presently she is on the boards of few prominent Indian Companies, patients daily across 20 states through its health hotlines, mobile
also offering advisory services to select Private Equity firms, medical units and telemedicine centres. Piramal Swasthya has
consultancy, law firms and foreign banks. impacted 107 million lives since inception. In 2015, it won the ‘Times
Social Impact’ Award and in 2013 the Forbes Philanthropy Award.
Indian Government has nominated her for few select Committees.
It is also taught as a case study at prestigious institutions such as
She is also on the Governing board of IIT Kharagpur and IIM
Harvard Business school and IIM-A.
Sambalpur.
Anand was conferred with the Hurun Real Estate Unicorn of the Year
She is a post graduate in English, and an Associate Member of Indian
2017 and Young Business Leader 2018 award by Hello! Magazine.
Institute of Bankers. Her interest includes reading and travel. She is
also associated and working with various initiatives and institutions
126
Anand graduated in Economics from the University of Pennsylvania,
Strategic Overview
and earned an MBA from Harvard Business School in 2011. Anand
was also the youngest President of the Youth Wing of the 100-year-
old Indian Merchant Chambers. Anand is on the board of Piramal
Enterprises.
Vijay Shah
Mr. Vijay Shah is Executive Director at Piramal Enterprises Ltd. He
is also Member of Financial Services Advisory Committee and the
Pharma Operations Board at Piramal Enterprises Ltd. He is also Vice
Chairman at Piramal Glass Pvt Ltd.
Statutory Reports
Financial Statements
127
MANAGEMENT PROFILES
128
Prior to Piramal, Mr. Sharma was Managing Director at THL Shantanu Nalavadi
Strategic Overview
Partners, a Boston based global private equity fund, and has held Managing Director, India Resurgence Asset Management Business
senior leadership positions in Finance and Operations at AMD and Pvt. Ltd.
Motorola. With over 25 years of global management experience,
Mr. Shantanu Nalavadi carries with him more than two and half
he was recognised as the global ‘CEO of the Year’, 2015 at CPhI
decades of experience in banking and financial services. He currently
Worldwide in Madrid and has been listed among ‘the top 100 finance
is the Managing Director of India Resurgence Fund (‘IndiaRF’, A
professionals in the United States’. He is based out of Boston and
Piramal Enterprises Limited and Bain Capital Credit Partnership) a
is a Chartered Accountant from India, a qualified CPA, and holds
distress fund which focusses on investment in distress assets and
a Masters in International Business from Thunderbird School of
underlying debt from the large Indian NPL market, in growth sectors
Management.
such as industrials, infrastructure, manufacturing etc., taking direct
control / oversight through Indian bankruptcy law or outside of the
Nitish Bajaj law, and working through a financial and operational turnaround
Statutory Reports
Mr. Vivek Valsaraj is the President and Chief Financial Officer for
Piramal Enterprises and has over 20 years of overall experience in
the field of finance. He has been associate with the Piramal Group
for over 18 years and currently oversees the entire Finance & Shared
services functions for Piramal Enterprises. In his earlier stints within
the group he has been associated with roles in Corporate, the
erstwhile Domestic Formulations business and has been the CFO for
the Pharma business.
He has extensive experience in the areas of Corporate Finance,
business strategy, mergers and acquisitions, corporate structuring,
corporate governance and taxation. Over the last several years
Financial Statements
he has been closely associated with the Pharma business and has
actively participated in the affairs of these business including key
acquisitions and divestments. He has also been responsible for
executing systems and processes and internal controls of bring in
financial discipline.
He is a qualified CMA and has been with the Piramal Group for over
18 years in various roles & has had prior stints with companies like
Wockhardt Ltd. and Bharat Bijlee Ltd.
129
STATUTORY REPORTS
Report on Corporate Governance. . . . . . . . . . . . . . . . . . . . . 132
Board's Report and Annexures . . . . . . . . . . . . . . . . . . . . . . . 146
Business Responsibility Report . . . . . . . . . . . . . . . . . . . . . . . 180
REPORT ON CORPORATE GOVERNANCE
A report for the financial year ended March 31, 2019 on the consciousness. Corporate Governance is a journey for
compliance by the Company with the Corporate Governance constantly improving sustainable value creation and is an
requirements under the Securities and Exchange Board of India upward moving target. The Company’s philosophy on Corporate
(Listing Obligations and Disclosure Requirements) Regulations, 2015 Governance is guided by the Company’s philosophy of
(hereinafter referred to as ‘Listing Regulations’), is furnished below. Knowledge, Action, Care and Impact.
1. COMPANY’S PHILOSOPHY ON CORPORATE The Board of Directors fully supports and endorses the
Corporate Governance practices as envisaged in the Listing
GOVERNANCE Regulations.
Corporate Governance is the combination of voluntary practices
and compliance with laws and regulations leading to effective 2. BOARD OF DIRECTORS
control and management of the organisation. Good Corporate
Governance leads to long-term stakeholder value and enhances A. Composition and size of the Board
interests of all stakeholders. It brings into focus the fiduciary The Board is entrusted with the ultimate responsibility
and trusteeship role of the Board to align and direct the actions of the management, direction and performance of the
of the organisation towards creating wealth and stakeholder Company. The Company’s policy is to maintain an optimum
value. combination of Executive and Non-Executive/Independent
Directors. The composition of the Company’s Board, which
The Company’s essential character is shaped by the values of comprises of 14 Directors, is given in the table below and is
transparency, customer satisfaction, integrity, professionalism in conformity with Regulation 17(1) of the Listing Regulations
and accountability. The Company continuously endeavours and other applicable regulatory requirements. About 64% of
to improve on these aspects. The Board views Corporate the Company’s Board comprises of Independent Directors
Governance in its widest sense. The main objective is to (IDs). There are no Nominee Directors representing any
create and adhere to a corporate culture of integrity and institution on the Board of the Company.
Name of Director Other Directorships as on Membership of other Directorships in Listed Companies and Category of
March 31, 20191 Board Committees as on Directorship as on March 31 , 20193
March 31, 20192
as Member as Chairman as Member as Chairman
Executive Directors – Promoter Group
Mr. Ajay G. Piramal – Chairman 7 2 1 - -
Dr. (Mrs.) Swati A. Piramal – Vice Chairperson 9 1 - - Nestle India Limited (Independent Director)
Ms. Nandini Piramal 3 - 1 - The Swastik Safe Deposit and Investments Limited
(Non-Executive Director)
Non-Executive, Non-Independent Director – Promoter Group
Mr. Anand Piramal 9 - - - -
Executive Director – Non-Promoter Group
Mr. Vijay Shah 2 - - - -
Non-Executive, Independent Directors
Mr. Gautam Banerjee 2 - - - The Indian Hotels Company Limited (Independent Director)
Mr. Keki Dadiseth 5 1 3 1 Godrej Properties Limited (Independent Director)
JM Financial Limited (Independent Director)
Siemens Limited (Independent Director)
Britannia Industries Limited (Independent Director)
Dr. R.A. Mashelkar 6 - 1 - Reliance Industries Limited (Independent Director)
Godrej Agrovet Limited (Independent Director)
Prof. Goverdhan Mehta - - - - -
Mr. Siddharth Mehta - - - - -
Mr. S. Ramadorai 2 1 1 - Hindustan Unilever Limited (Independent Director)
Mr. Deepak Satwalekar 5 - - - The Tata Power Company Limited (Independent Director)
Asian Paints Limited (Independent Director)
Mr. N. Vaghul 3 1 - 1 Wipro Limited (Independent Director)
Mrs. Arundhati Bhattacharya@ 3 1 2 - Reliance Industries Limited (Independent Director)
Crisil Limited (Independent Director)
Wipro Limited (Independent Director)
@ Appointed as an Additional Director with effect from October 25, 2018.
Notes:
1 This excludes directorships in foreign companies and companies licensed under Section 8 of the Companies Act, 2013 (‘the Act’)/Section 25 of the Companies Act, 1956.
2 This relates to membership of Committees referred to in Regulation 26(1) of the Listing Regulations, viz. Audit Committee and Stakeholders Relationship Committee of all public limited
companies, whether listed or not and excludes private limited companies, foreign companies and companies licensed under Section 8 of the Act/Section 25 of the Companies Act, 1956.
3 Excludes directorship in the Company.
Strategic Overview
and Innovation, Public Policy, Entrepreneurship, Independent Directors reviewed the following:
Pharmaceuticals, Public Health, Business Leadership,
Strategy, Finance, Economics, Technology, Banking, 1. Performance of the Chairman;
Financial Services, Risk and Governance, Human Resources 2. Performance of the Independent and Non-Independent
and Realty. The Company’s Board is comprised of Directors;
individuals who are reputed in these skills, competence and 3. Performance of the Board as a whole and its Non-
expertise that allows them to make effective contribution Administrative Committees.
to the Board and its committees. From time to time, They also assessed the quality, quantity and timeliness of
members of the Board have also received recognition from flow of information between the Company Management
the Government, Industry Bodies and Business and the Board.
Associations for the contribution made in their respective
Statutory Reports
The Company has several subsidiaries, both in India V. Inter-se relationships among Directors
and overseas. In order to leverage the experience of Mr. Ajay G. Piramal and Dr. (Mrs.) Swati A. Piramal are the
Independent Directors of the Company for the benefit parents of Ms. Nandini Piramal and Mr. Anand Piramal.
of and for improved Corporate Governance and better Except for this, none of the other Directors of the Company
reporting to the Board, some of the Independent Directors are inter-se related to each other.
also serve on the Boards of certain subsidiary companies.
VI. Board Evaluation
An Independent Director is the Chairman of each of the Evaluation of performance of all Directors is undertaken
Audit & Risk Management Committee, Nomination and annually. The Company has implemented a system of
Remuneration Committee, Corporate Social Responsibility evaluating performance of the Board of Directors as a
Committee and Stakeholders Relationship Committee. whole and of its Committees and Non-Executive Directors
Financial Statements
Based on the disclosures received from all the Independent on the basis of a structured questionnaire which comprises
Directors and also in the opinion of the Board, the evaluation criteria based on the Guidance Note on Board
Independent Directors fulfil the conditions specified in the Evaluation issued by Securities and Exchange Board of
Act, the Listing Regulations and are independent of the India. The performance of the Executive Directors is
Management. evaluated on the basis of achievements of their Key Result
Areas.
II. D
etails of Directors attendance at Board Meetings held during the year and at the last Annual General Meeting (AGM) held on July 30,
2018 are given in the following table:
Name of Director No. of Board Meetings Attended last AGM
Held Attended
Mr. Ajay G. Piramal 5 5 Yes
Dr. (Mrs.) Swati A. Piramal 5 5 Yes
Ms. Nandini Piramal 5 5 Yes
Mr. Anand Piramal 5 3 Yes
Mr. Vijay Shah 5 5 Yes
Mr. Gautam Banerjee 5 4 Yes
Mr. Keki Dadiseth 5 3 Yes
Dr. R.A. Mashelkar 5 5 Yes
Prof. Goverdhan Mehta 5 5 Yes
Mr. Siddharth Mehta 5 3 No
Mr. S. Ramadorai 5 3 Yes
Mr. Deepak Satwalekar 5 4 Yes
Mr. N. Vaghul 5 4 Yes
Mrs. Arundhati Bhattacharya @ 2 2 N.A.
@ Appointed as an Additional Director (Non-Executive, Independent) with effect from October 25, 2018.
Strategic Overview
Name of Director No. of shares held
Mr. Keki Dadiseth 5,217 Board, and Chairpersons of the respective committees report
Dr. R. A. Mashelkar 8,125 to the Board about the deliberations and decisions taken by
Prof. Goverdhan Mehta 5,000 the Committees. The recommendations of the Committees
Mr. S. Ramadorai 5,300 are submitted to the Board for approval. The minutes of the
Mr. Deepak Satwalekar 10,434 meetings of all Committees of the Board are placed before the
Mr. N. Vaghul 10,434
Board for noting.
Mr. Anand Piramal 1,68,568
The Company has four Statutory Committees:
None of the Non-Executive Directors were holding any Compulsorily
Convertible Debentures as on March 31, 2019. 1. Audit & Risk Management Committee
2. Nomination and Remuneration Committee
3. STATUTORY BOARD COMMITTEES 3. Stakeholders Relationship Committee
Meetings of Statutory Committees held during the year and Directors’ Attendance
Committees of the Company Audit & Risk Nomination and Stakeholders Corporate Social
Management Remuneration Relationship Responsibility
Committee Committee Committee Committee
Number of Meetings held 5 2 4 2
Directors’ Attendance
Mr. Ajay G. Piramal - 2 - -
Statutory Reports
A. Audit & Risk Management Committee The composition of this Committee is in compliance with the
requirements of Section 177 of the Act and Regulations 18 and
I. Constitution of the Committee 21 of the Listing Regulations. Mr. Leonard D’Souza, Company
The Audit & Risk Management Committee is comprised of three Secretary, is the Secretary to the Committee.
members as per details in the following table:
Name Category II. Terms of Reference
Mr. N. Vaghul - Chairman Non-Executive, Independent The terms of reference of the Audit & Risk Management
Mr. Keki Dadiseth Non-Executive, Independent
Committee are aligned with the terms of reference provided
Dr. R.A. Mashelkar Non-Executive, Independent
under Section 177(4) of the Act, Part C of Schedule II and
All the members of the Committee have sound knowledge of Regulation 21 of the Listing Regulations.
Financial Statements
May 28, 2018 July 30, 2018 September 17, 2018 C. Stakeholders Relationship Committee
October 25, 2018 January 28, 2019
I. Constitution of the Committee
The frequency of the Committee Meetings was more than The Stakeholders Relationship Committee is comprised of three
the minimum limit prescribed under applicable regulatory members, as per details in the following table:
requirements and the gap between two Committee Meetings Name Category
was not more than one hundred and twenty days. Mr. Deepak Satwalekar – Chairman Non-Executive, Independent
Mr. Vijay Shah Executive
The functional/business representatives also attend the Ms. Nandini Piramal # Executive
meetings periodically and provide such information and # Appointed with effect from November 1, 2018.
clarifications as required by the Committee, which provides a
deeper insight into the respective business and functional areas The composition of this Committee is in compliance with the
of operation. The Cost Auditors and the Internal Auditors attend requirements of Section 178 of the Act and Regulation 20 of the
the respective Audit & Risk Management Committee Meetings, Listing Regulations.
where cost audit reports/internal audit reports are discussed.
Mr. N. Vaghul, Chairman of the Audit & Risk Management II. Terms of Reference
Committee was present at the last AGM. The Stakeholders Relationship Committee reviews and ensures
the existence of a proper system for timely resolution of
B. Nomination and Remuneration Committee grievances of the security holders of the Company inter alia
including complaints related to transfer of shares, non-receipt
I. Constitution of the Committee of annual reports, declared dividends, etc.
The Nomination and Remuneration Committee (‘NRC’) is
comprised of four members as per details in the following table: The terms of reference of the Committee are aligned with those
provided under Section 178 of the Act and Para B of Part D of
Name Category
Mr. N. Vaghul – Chairman Non-Executive, Independent
Schedule II of the Listing Regulations.
Mr. Keki Dadiseth Non-Executive, Independent
Mr. S. Ramadorai Non-Executive, Independent III. Meetings Held
Mr. Ajay G. Piramal Executive T he Committee met four times during the financial year 2018-
19, on the following dates:
The composition of this Committee is in compliance with the
requirements of Section 178 of the Act and Regulation 19 of the
Listing Regulations. May 28, 2018 July 30, 2018
October 25, 2018 January 28, 2019
II. Terms of Reference Mr. Deepak Satwalekar, Chairman of the Stakeholders Relationship
The terms of reference of the NRC are aligned with the terms of Committee was present at the last AGM.
reference provided under Section 178 of the Act and Para A of
Part D of Schedule II of the Listing Regulations. IV. Stakeholders Grievance Redressal
There was 1 shareholder complaint pending at the beginning
III. Meetings Held of the year. 38 complaints were received and redressed to
The Committee met two times during the financial year 2018-19 the satisfaction of shareholders during the year under review.
on the following dates: There was 1 shareholder complaint outstanding as on March 31,
2019. The Company did not receive any complaints relating to
May 28, 2018 July 30, 2018 Compulsorily Convertible Debentures during the year.
Mr. N. Vaghul, Chairman of the NRC was present at the last The Registrar and Share Transfer Agents (RTA), M/s. Link Intime
AGM. India Private Limited, attend to all grievances of shareholders
received directly or through SEBI, Stock Exchanges or the
IV. Performance Evaluation Criteria for Independent Directors Ministry of Corporate Affairs.
The Performance Evaluation Criteria for Independent The Company maintains continuous interaction with the RTA
Directors is comprised of certain parameters like professional and takes proactive steps and actions for resolving shareholder
qualifications, experience, knowledge and competency, active complaints/queries. Likewise, the Company also has regular
participation at the Board/Committee meetings, ability to interaction with the Debenture Trustees to ascertain the
function as a team, initiative, availability and attendance at grievances, if any, of the Debenture holders. There was no
meetings, commitment and contribution to the Board and the grievance received from the Debenture Trustee or from any of
Company, integrity, independence from the Company and other the Debenture holders during the financial year 2018-19.
Strategic Overview
email their queries/grievances.
Meetings Held
D. Corporate Social Responsibility Committee The Committee met two times during the financial year 2018-19
I. Constitution of the Committee on the following dates:
The Corporate Social Responsibility Committee is comprised of
three members, as per details in the following table: January 28, 2019 March 29, 2019
Name Category
Prof. Goverdhan Mehta – Chairman Non-Executive, Independent
Ms. Nandini Piramal Executive
Mr. Vijay Shah Executive
4. REMUNERATION OF DIRECTORS
A. Remuneration to Executive Directors:
Remuneration payable to the Executive Directors is recommended by the Nomination and Remuneration Committee, approved by the
Board and is subject to the overall limits approved by the shareholders.
Details of remuneration of the Executive Directors approved by the Board for the year ended March 31, 2019 are given below:
(`)
Name of Director Designation Salary & Performance Linked Total
The variable component of remuneration (Performance Linked Incentive) for Executive Directors are determined on the basis of several
criteria including their individual performance as measured by achievement of their respective Key Result Areas, strategic initiatives
taken and being implemented, their respective roles in the organisation, fulfillment of their responsibilities and performance of the
Company. This is in accordance with the Company’s Remuneration Policy.
Statutory Reports
are within the limits prescribed under the Act:
(`)
Name of Independent Director Sitting Fees Commission Total
Mr. Gautam Banerjee 4,00,000 30,00,000 34,00,000
Mr. Keki Dadiseth 8,00,000 30,00,000 38,00,000
Mr. S. Ramadorai 4,00,000 30,00,000 34,00,000
Mr. Deepak Satwalekar 9,50,000 30,00,000 39,50,000
Dr. R.A. Mashelkar 10,00,000 30,00,000 40,00,000
Prof. Goverdhan Mehta 6,00,000 30,00,000 36,00,000
Mr. Siddharth Mehta 4,50,000 30,00,000 34,50,000
Mr. N. Vaghul 11,00,000 30,00,000 41,00,000
Financial Statements
a) Mr. Anand Piramal, Non-Executive Director does not receive any sitting fees or any other remuneration.
b) The terms of appointment of Executive Directors as approved by shareholders, are contained in their respective Agreements
entered into with the Company. The tenure of office of the Whole-Time Directors is between three to five years from their
respective date of appointment. The Agreements also contain clauses relating to termination of appointment in different
circumstances, including for breach of terms, the notice period for which is three months. While there is no specific provision
71st AGM July 30, 3.00 p.m. Rangaswar Auditorium, i) Re-appointment of Mr. S. Ramadorai as an Independent Director.
2018 4th Floor, Yashwantrao Chavan ii) Re-appointment of Mr. Narayanan Vaghul as an Independent Director.
Pratishthan, General iii) Re-appointment of Dr. R. A. Mashelkar as an Independent Director.
Jagannathrao Bhosale Marg, iv) Re-appointment of Prof. Goverdhan Mehta as an Independent Director.
Next to Sachivalaya v) Re-appointment of Mr. Keki Dadiseth as an Independent Director.
Gymkhana, Mumbai - 400 021, vi) Re-appointment of Mr. Deepak Satwalekar as an Independent Director.
vii) Re-appointment of Mr. Gautam Banerjee as an Independent Director.
viii)
Re-appointment of Mr. Siddharth Mehta as an Independent Director.
ix) Re-appointment of Dr. (Mrs.) Swati A. Piramal as Whole-Time Director
designated as Vice-Chairperson of the Company.
x) Re-appointment of Mr. Vijay Shah as Whole-Time Director.
xi) Issue of Non-Convertible Debentures on Private Placement basis.
B. Postal Ballot
During the financial year 2018-19, no matter was transacted through Postal Ballot except for the meeting convened by the National
Company Law Tribunal as mentioned at point C below.
At present, there is no proposal to pass any Special resolution through Postal Ballot.
Strategic Overview
Remote e-voting transactions which has been uploaded on the
and Ballot Form)
website of the Company and can be accessed at
Valid Votes in favour of 13,72,21,748 99.94 Passed with http://www.piramal.com/investor/overview.
the resolution the requisite
Valid Votes against the 80,869 0.06 majority e) The Register of Contracts/statement of related party
resolution transactions, is placed before the Board/Audit & Risk
Total 13,73,02,617 100.00
Management Committee regularly;
Statutory Reports
a Whistle Blower Policy, for its Directors and employees, to
The Scrutinizers submitted a combined Report on April 3, 2019. provide a framework to facilitate responsible and secure
The resolution was passed on Tuesday, April 2, 2019 with requisite reporting of concerns of unethical behaviour, actual or
majority which was the date of NCLT meeting. suspected fraud or violation of the Company’s Code of Conduct
& Ethics. The details of establishment of Vigil Mechanism/
6. DISCLOSURES Whistle Blower Policy are posted on the website of the
Company and the weblink to the same is
A. Related Party Transactions http://www.piramal.com/investor/overview. No Director/
a) All transactions entered into with Related Parties in terms employee has been denied access to the Audit & Risk
of provisions under the Act and Regulation 23 of the Management Committee.
Listing Regulations during the financial year 2018-19 were
undertaken in compliance with the aforesaid regulatory
Financial Statements
E. C
ompliance with mandatory/non mandatory
provisions; requirements
b) There were no materially significant transactions with a) The Company has complied with all the applicable
related parties during the financial year which were in mandatory requirements of the Listing Regulations.
conflict with the interest of the Company; b) During the year under review, there is no audit qualification
c) Suitable disclosures as required by the Indian Accounting in the Company’s financial statements. The Company
Standards (IND AS 24) have been made in Note No. 39 of continues to adopt best practices to ensure regime of
financial statements with unmodified audit opinion.
Strategic Overview
BSE Limited ('BSE') 500302
Phiroze Jeejeebhoy Towers F. Debenture Trustees
Dalal Street, Mumbai - 400 001 IDBI Trusteeship Services Limited
National Stock Exchange of India Limited ('NSE') PEL
Asian Building, Ground Floor, 17, R Kamani Marg,
Exchange Plaza, Bandra-Kurla Complex,
Bandra (E), Mumbai - 400 051 Ballard Estate, Mumbai - 400 001.
Tel: +91 22 4080 7007
ISIN/Code Fax: +91 22 6631 1776
ISIN : INE140A01024
Reuter’s code : PIRA.BO Catalyst Trusteeship Limited (erstwhile GDA Trusteeship Limited)
: PIRA.NS GDA House, Plot No. 85, Bhusari Colony (Right),
Bloomberg code : PIEL:IN Paud Road, Pune - 411 038
Statutory Reports
H. Stock Performance vs S&P BSE Sensex and NIFTY 50
Performance of the Company’s equity shares on BSE and NSE relative to the BSE Sensitive Index (S&P BSE Sensex) and CNX Nifty (NIFTY
50) respectively are graphically represented in the charts below:
Average monthly closing price of the Company’s shares on BSE as Average monthly closing price of the Company’s shares on NSE as
compared to S&P BSE Sensex compared to NIFTY 50
190
190
170
170
150
150
130
130
110
110
Financial Statements
90
90
70
70
50
50
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar 18 18 18 18 18 18 18 18 18 19 19 19
18 18 18 18 18 18 18 18 18 19 19 19
PEL NSE Stock Price NIFTY 50
PEL BSE Stock Price S&P BSE Sensex
I. Share Transfer Agents In case of shares in electronic form, the transfers were
M/s. Link Intime India Pvt. Ltd. ('Link Intime'), are the Share processed by NSDL/Central Depository Services (India) Ltd.
Transfer Agents of the Company. The contact details of Link ('CDSL') through respective Depository Participants.
Intime are given below: In case of shares held in physical form, all transfers were
completed within 15 days from the date of receipt of complete
Link Intime India Pvt. Ltd. documents. As at March 31, 2019 there were no equity
C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai-400 083. shares pending for transfer. There were no requests for
Tel: +91 22 4918 6000/4918 6270 dematerialisation of equity shares pending as on March 31,
Fax: +91 22 4918 6060 2019.
E-mail ID: [email protected]
The Company obtains from a Company Secretary in practice,
J. Share Transfer System (in physical segment) half yearly certificate of compliance with regards to share
For administrative convenience and to facilitate speedy transfer and other formalities as required under Regulation 40
approvals, authority has been delegated to the Share Transfer of the Listing Regulations and files a copy of the certificate with
Agents (RTA) and authorised executives to approve share the Stock Exchanges.
L. Dematerialisation of shares
As on March 31, 2019, 17,71,35,048 equity shares (96.04% of the total number of shares) are in dematerialised form as compared to
17,25,53,392 equity shares (95.72% of the total number of shares) as on March 31, 2018.
The Company’s shares are compulsorily traded in dematerialised form and are admitted in both the Depositories in India i.e. NSDL and
CDSL.
Strategic Overview
Piramal Enterprises Limited Senior Employees Welfare Trust 1 14,98,405 0.81
Public shareholding
Mutual Funds/UTI 49 6,09,237 0.33
Financial Institutions/Banks 26 1,00,93,572 5.47
Central Government/State Government(s) 1 213 0.00
Insurance Companies 1 8,50,000 0.46
Foreign Portfolio Investors (Corporate)/FIIs 463 4,95,48,107 26.86
Foreign Banks 1 333 0.00
Non-Institutions
Bodies Corporate 1,269 27,40,013 1.49
Individuals
N. O
utstanding GDRs/ADRs/Warrants or any convertible Company mandates the centralised treasury function to hedge
instruments conversion date and likely impact on Equity the same basis its view on interest rate movement.
As on March 31, 2019, 3,54,655 Compulsorily Convertible The Company has adequate risk assessment and minimisation
Debentures ('CCDs') convertible into 1,41,86,200 equity shares system in place for commodities. The Company does not have
of ₹ 2 each of the Company were outstanding. The Maturity material exposure of any commodity and accordingly, no
Date for conversion of CCDs into equity shares of ₹ 2 each of the hedging activities for the same are carried out. Therefore, there
Company was April 19, 2019. As on April 26, 2019 all the CCDs is no disclosure to offer in terms of SEBI circular no. SEBI/HO/
have been converted into equity shares. CFD/CMD1/CIR/P/2018/0000000141 dated November 15, 2018.
Statutory Reports
O. C
ommodity Price Risk or Foreign Exchange Risk and P. Credit Ratings for Debt Instruments
Hedging Activities The Credit Ratings reaffirmed/assigned to the debt instruments
The Company is exposed to Currency Risk arising from its trade of the Company during the financial year 2018-19 are given
exposures and Capital receipt/payments denominated, in other below:
than the Functional Currency. The Company has a detailed
Instrument Credit Rating
policy which includes setting of the recognition parameters,
benchmark targets, the boundaries within which the treasury ICRA CARE
has to perform and also lays down the checks and controls to Non-Convertible Debentures AA (Stable) CARE AA (Stable)
ensure the continuing success of the treasury function. (Re-affirmed) (Re-affirmed)
Market Linked PP-MLD ICRA AA -
The Company has defined strategies for addressing the risks Non-Convertible Debentures (Stable)
Financial Statements
for each category of exposures (e.g. for exports, for imports, Short Term Non-Convertible - CARE A1+
for loans, etc.). The centralised treasury function aggregates Debentures
the foreign exchange exposure and takes prudent measures Details relating to these Credit Ratings are also available on the
to hedge the exposure based on prevalent macro-economic website of the Company.
conditions.
Piramal Pharma Solutions Inc. The details of unpaid/unclaimed dividend and equity shares
1575 McGrathiana Parkway, Lexington, Kentucky, 40511, USA. so transferred are uploaded on the website of the Company
at http://www.piramal.com/investor/overview as well as that
Ash Stevens LLC of the Ministry of Corporate Affairs, Government of India at
18655 Krause Street, Riverview, MI 48193, USA www.mca.gov.in.
R. D
isclosures with respect to the Demat Suspense During the financial year 2018-19, the Company had transferred
Account/Unclaimed Suspense Account ` 1,95,36,751 of unpaid/unclaimed dividends and 49,834 shares
In accordance with the requirement of Regulation 34(3) and to IEPFA.
Part F of Schedule V of Listing Regulations, the Company reports In the interest of shareholders, the Company sends periodic
the following details in respect of equity shares lying in the reminders to the individual shareholders to claim their dividends
suspense account: in order to avoid transfer of dividend/shares to the IEPFA.
Particulars Number of Number of
shareholders equity shares The following table provides the due dates for the transfer of
Aggregate number of shareholders 2,681 14,762 outstanding unpaid/unclaimed dividend by the Company as on
and the outstanding shares in the March 31, 2019:
suspense account lying as on
Financial Year Date of declaration Due date for
April 1, 2018 of Dividend transfer
Shareholders who approached the 21 174
Company for transfer of shares from 2011-12 July 19, 2012 August 19, 2019
suspense account and to whom 2012-13 July 25, 2013 August 25, 2020
shares were transferred during the 2013-14 July 25, 2014 August 25, 2021
year 2014-15 August 6, 2015 September 6, 2022
Aggregate number of shareholders 2,660 14,588 2015-16 (Interim) March 9, 2016 April 9, 2023
and the outstanding shares in the 2016-17 August 1, 2017 September 1, 2024
suspense account lying as on 2017-18 July 30, 2018 August 30, 2025
March 31, 2019
Strategic Overview
Tel.: (91 22) 3802 3083 Company in respect of the financial year 2018-19.”
Fax: (91 22) 3802 3084
Vijay Shah
9. SUBSIDIARY COMPANIES Executive Director
The subsidiaries of the Company function independently, with Copies of the aforementioned Codes have been put
adequately empowered Boards of Directors. on the Company’s website and can be accessed at
http://www.piramal.com/investor/overview.
Policy for Material Subsidiaries
A Policy for determining Material Subsidiaries has been 11. C ODE FOR PREVENTION OF INSIDER
formulated in compliance with the requirements of
Regulation 16 of the Listing Regulations. This Policy has been
TRADING
The Company has adopted the revised Code of Conduct to
Statutory Reports
Financial Statements
Your Directors have pleasure in presenting the 72nd Annual Report on the business and operations of the Company and the Audited Financial
Statements for the financial year ended March 31, 2019.
(` in Crores)
Consolidated Standalone
Particulars
FY2019 FY2018 FY2019 FY2018
Net Sales 13,215.34 10,639.35 3,671.40 3,296.95
Non-operating other income 312.80 259.53 446.32 639.79
Total income 13,528.14 10,898.88 4,117.72 3,936.74
Other Expenses 6,120.74 5,479.48 1,993.55 2,082.16
OPBIDTA 7,407.40 5,419.40 2,124.17 1,854.58
Interest Expenses 4,409.74 2,978.30 1,496.61 989.55
Depreciation 520.15 477.33 131.18 111.58
Profit before tax & exceptional items 2,477.51 1,963.77 496.38 753.45
Exceptional items expenses 465.64 - 1,287.96 -
Income tax 861.13 (2,876.42) 70.40 234.98
Net Profit/ (Loss) after tax 1,150.74 4,840.19 (861.98) 518.47
Share of Net profit of Associates and Joint ventures 319.38 280.09
Net Profit/ (Loss) after tax and after Share of Net profit of Associates and Joint 1,470.12 5,120.28 (861.98) 518.47
ventures
Net Profit/ (Loss) Margin % 11.12% 48.12% (23.48%) 15.72%
Normalised Net Profit1 1,935.76 1,551.10 425.98 518.47
Normalised Net Profit Margin % 14.65% 14.58% 11.60% 15.72%
Basic EPS 74.16 281.75 (43.40) 28.52
Diluted EPS (₹/share)2 73.86 281.67 (43.40) 28.51
Normalised Basic EPS (₹/share)1 97.61 85.40 21.45 28.52
Normalised Diluted EPS (₹/share)1 97.21 85.37 21.36 28.51
Notes:
1. FY2019 normalised net profit excludes non-recurring and non-cash accounting charge towards sale of the Imaging business & non-recurring exceptional item. FY2018 normalised net
profit after tax excludes synergies on account of merger of subsidiaries in the financial services segment.
2. Diluted EPS for March 31, 2019 and March 31, 2018 have been restated for effect of Rights Issue.
DIVIDEND into equity shares in the ratio of 40 equity shares of the face
The Board has recommended dividend of ` 28 (Rupees Twenty Eight value of ` 2 each per CCD;
only) i.e. @ 1400% per equity share of the face value of ` 2 each for 2. allotted 11,298 equity shares of the face value of ` 2 each at an
the financial year ended March 31, 2019. issue price of ` 2,380 per share (including premium of ` 2,378
The dividend declared by the Company for the financial year ended per share) out of the Rights equity shares reserved for CCD
March 31, 2019 is in compliance with the Dividend Distribution Policy holders [as per Regulation 53 of erstwhile SEBI (Issue of Capital
of the Company. and Disclosure Requirements) Regulations, 2009 (‘SEBI ICDR’)]
and the Rights equity shares were kept in abeyance under the
As per Regulation 43A of the Securities and Exchange Board of Rights Issue made by the Company vide Letter of Offer dated
India (Listing Obligations and Disclosure Requirements) Regulations, February 1, 2018. As on March 31, 2019, 7,88,764 Rights equity
2015 (‘Listing Regulations’), the Company has adopted a Dividend shares were reserved for the CCD Holders [as per Regulation 53
Distribution Policy which is enclosed as Annexure A to this Report of SEBI ICDR] and 24,639 Rights equity shares were in abeyance.
and is also available on the website of the Company at
www.piramal.com. Subsequent to the year end, the Company had issued and allotted
1,42,03,785 equity shares of face value of ` 2 each upon conversion
SHARE CAPITAL of CCDs and issue of Rights equity shares. Accordingly, the issued
During the year under review, the Company had: share capital of the Company stood at ` 39,88,93,150 made up of
19,94,46,575 equity shares of ` 2 each and the subscribed and paid
1. issued and allotted 41,62,000 equity shares of the face value – up share capital of the Company was at ` 39,73,01,514 made up of
of ` 2 each pursuant to conversion of 1,04,050 Compulsorily 19,86,50,757 equity shares of ` 2 each.
Convertible Debentures (‘CCDs’). The CCDs were convertible
Strategic Overview
the Placement Document dated October 17, 2017.
Cinacalcet Hydrochloride tablets (30mg, 60mg and 90mg) in the
Also, there has been no deviation in the utilisation of Rights Issue United States of America. Cinacalcet tablets are indicated for
proceeds from the Objects stated in the Letter of Offer dated treatment of secondary hyperthyroidism (HPT) in adult chronic
February 1, 2018. kidney disease patients on dialysis and hypercalcemia in adult
patients with parathyroid carcinoma.
CHANGES IN SUBSIDIARIES, JOINT VENTURES
AND ASSOCIATE COMPANIES Scheme of Amalgamation between Piramal Phytocare Ltd.
Changes in subsidiaries, joint ventures and/ or associate companies (PPL) and Piramal Enterprises Ltd. (PEL)
during the year under review are listed in Annexure B to this Report. In May 2018, the Board of Directors of the Company had approved
the draft Scheme of Amalgamation between PPL (‘Transferor
FINANCIAL DETAILS OF SUBSIDIARIES, JOINT Company’) and PEL (‘Transferee Company’) and their respective
Statutory Reports
Imaging GmbH to Alliance Medical Group (AMG). The sale of the Company’s wholly owned subsidiary, Piramal Holdings (Suisse)
business resulted in a non-recurring and non-cash accounting charge SA (‘PHSA’) sold its entire ownership interest in its wholly owned
of ` 452 Crores towards Imaging Assets. subsidiary Piramal Imaging SA and its subsidiaries. Consequently,
the Company’s cost of equity investment in PHSA amounting to
Supreme Court exempted Saridon from the list of banned ` 1,287.96 Crores has been provided for. Net Loss for the year was
FDCs ` 861.98 Crores as compared to Net Profit of ` 518.47 Crores in
In February 2019, the Supreme Court of India ruled in favour of FY2018.
Saridon, a heritage brand from the healthcare product portfolio
of the Company, exempting its formulation from the list of banned Consolidated
FDCs (Fixed Dose Combinations). Saridon is amongst India’s most The Company’s consolidated revenue grew by 24% to ₹ 13,215
widely distributed analgesic tablets with a strong distribution Crores in FY2019 as compared with ₹ 10,639 Crores in FY2018. The
Financial Statements
network across 9 lakh outlets in India. rise in revenue is primarily driven by growth in Financial Services
segment. Revenue generated in foreign currencies is 40% of the
Company’s FY2019 revenue.
Strategic Overview
The Company owns 49% equity stake in Allergan India Private Particulars regarding Conservation of energy, technology absorption
Limited. Share of profit of Allergan India Private Limited considered and foreign exchange earnings and outgo are given as Annexure D to
in consolidation for FY2019 amounts to ` 50.99 Crores. this Report.
The Company’s share of profit of ` 1.00 Crore in Bluebird Aero
Systems Limited (Associate Company) has been considered in EXTRACT OF ANNUAL RETURN
consolidation for FY2019. The extract of the Annual Return for FY2019 is given in Annexure E
in the prescribed Form No. MGT-9, which is a part of this Report. The
India Resurgence ARC Private Limited is a 50:50 joint venture same is also available on http://www.piramal.com/investor/overview.
between the Company and Bain Capital Credit India Investments
(a company existing under the laws of the Republic of Mauritius). DIRECTORS AND KEY MANAGERIAL PERSONNEL
The share of loss of India Resurgence ARC Private Limited has been In accordance with the provisions of the Act and the Articles of
In accordance with Section 139 of the Act, M/s Deloitte Haskins BOARD EVALUATION
& Sells LLP (‘Deloitte’), Chartered Accountants (Firm Registration Evaluation of performance of all Directors is undertaken annually.
Number 117366W/W-100018), were appointed by the shareholders The Company has implemented a system of evaluating performance
Statutory Reports
of the Company at the Annual General Meeting held on August 1, of the Board of Directors and of its Committees and the Non-
2017, as Statutory Auditors for a period of 5 years to hold office until Executive Directors on the basis of a structured questionnaire which
the conclusion of the 75th Annual General Meeting ('AGM') of the comprises evaluation criteria taking into consideration various
Company to be held in the year 2022. performance related aspects. The performance of the Executive
Directors is evaluated on the basis of achievement of their Key Result
The Ministry of Corporate Affairs vide its Notification dated May 7, Areas.
2018, has dispensed with the requirement of ratification of Auditor’s
appointment by the shareholders, every year. Hence, approval of The Board of Directors has expressed its satisfaction with the
the Shareholders for the ratification of Auditor’s appointment is not evaluation process.
being sought at the ensuing AGM.
NUMBER OF MEETINGS OF THE BOARD OF
Deloitte has furnished a certificate of their eligibility and consent
Financial Statements
under Sections 139(1) and 141 of the Act and the Rules framed
DIRECTORS
thereunder for their continuance as Statutory Auditors of the During the year, five Board Meetings were convened and held,
Company for the financial year 2019-20. details of which are given in the Report on Corporate Governance
forming part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The annual report on Corporate Social Responsibility (CSR) including
a brief outline of the CSR Policy and the activities undertaken during
the FY2019 is enclosed as Annexure C to this Report. The CSR policy
is available on the website of the Company at www.piramal.com.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY Details of the Nomination Policy and the Remuneration Policy are
given in Annexure F to this Report and the weblink to the same is
FOR DIRECTORS AND EMPLOYEES http://www.piramal.com/investor/overview.
The Company has established a Vigil Mechanism, which includes a
Whistle Blower Policy, for its Directors and Employees, to provide a PARTICULARS OF LOANS, GUARANTEES OR
framework to facilitate responsible and secure reporting of
concerns of unethical behavior, actual or suspected fraud or
INVESTMENTS
violation of the Company’s Code of Conduct & Ethics. The details of Reference may be made to Note nos. 6 and 13 of the standalone
establishment of Vigil Mechanism/ Whistle Blower Policy are financial statements for loans to bodies corporate and Note no. 39
posted on the website of the Company and the weblink to the same for guarantees provided by the Company.
is http://www.piramal.com/investor/overview. As regards details of Investments in bodies corporate are given in
Note no. 4 of the standalone financial statements.
AUDIT & RISK MANAGEMENT COMMITTEE
The Audit & Risk Management Committee comprises of the following RELATED PARTY TRANSACTIONS
three members, all of whom are Independent Directors: During the year, the Company had entered into contract/
1. Mr. N. Vaghul – Chairman arrangement/ transaction with related parties which were on arms’
2. Mr. Keki Dadiseth length basis but which were considered material in accordance with
3. Dr. R.A. Mashelkar the definition of materiality as included in the policy of the Company
on Related Party Transaction. Accordingly, the disclosure of Related
Further details on the Audit & Risk Management Committee are Party Transactions as required under Section 134(3)(h) of the Act in
provided in the Report on Corporate Governance forming part of the Form AOC-2 is enclosed as Annexure G to this Report.
Annual Report.
Systems are in place for obtaining prior omnibus approval of
NOMINATION AND REMUNERATION POLICIES the Audit & Risk Management Committee on an annual basis for
The Board of Directors has approved a Policy which lays down a transactions with related parties which are of a foreseeable and
framework for selection and appointment of Directors and Senior repetitive nature. The transactions entered into pursuant to the
Management and for determining qualifications, positive attributes omnibus approval so granted and a statement giving details of all
and independence of Directors. transactions with related parties are placed before the Audit & Risk
Management Committee for their review on a periodic basis.
The Board has also approved a Policy relating to remuneration of
Directors, members of Senior Management and Key Managerial The Company has formulated a policy for dealing with related party
Personnel. transactions which is also available on website of the Company at
http://www.piramal.com/investor/overview.
MANAGERIAL REMUNERATION
A) Remuneration to Directors and Key Managerial Personnel
i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY2019 and the
ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY2019 are as under:
Sr. Name of Director/ KMP and Designation Remuneration of % increase/ Ratio of
No. Director/ KMP decrease in remuneration of
for FY2019 Remuneration in each Whole – Time
(` in Lakhs) FY2019 Director to median
remuneration of
employees
1. Ajay G. Piramal 1,214.98 8.01% 291.34
Chairman
2. Swati A. Piramal 544.97 8.02% 130.68
Vice – Chairperson
3. Nandini Piramal 409.42 8.06% 98.18
Executive Director
4. Vijay Shah 649.12 2.71% 155.66
Executive Director
5. Anand Piramal N.A. N.A. N.A.
Non – Executive Director
6. Gautam Banerjee 31 N.A. N.A.
Independent Director
7. Keki Dadiseth 35 N.A. N.A.
Independent Director
Strategic Overview
remuneration of
employees
8. S. Ramadorai 31 N.A. N.A.
Independent Director
9. Deepak Satwalekar 36.5 N.A. N.A.
Independent Director
10. R. A. Mashelkar 37 N.A. N.A.
Independent Director
11. Goverdhan Mehta 33 N.A. N.A.
Independent Director
12. Siddharth Mehta 31.5 N.A. N.A.
Independent Director
13. N. Vaghul 38 N.A. N.A.
Independent Director
Note:
1. Independent Directors are entitled to sitting fees and commission as per the statutory provisions and within the limits approved by shareholders. Remuneration details for Independent
Directors in the above table, is comprised of sitting fees and commission. Details in the corresponding columns are applicable for Whole-Time Directors and KMPs.
2. Mr. Vijay Shah, Mr. Vivek Valsaraj and Mr. Leonard D’Souza also receive ESOPs under the Company’s ESOP Scheme.
3. Mr. Anand Piramal, Non-Executive Director does not receive any sitting fees or any other remuneration.
4. Remuneration details have been provided on the basis of remuneration/ commission paid during FY2019 and sitting fees for meetings attended during FY2019.
ii. The median remuneration of employees of the Company I) None of the Whole-Time Directors received any
during FY2019 was ` 4,17,024; commission nor any remuneration from any of the
Company’s subsidiaries.
iii. In the financial year, there was 8% increase in the median
remuneration of employees; II) The following details are given in the Report on Corporate
Governance forming part of this Annual Report:
iv. There were 4,017 permanent employees on the rolls of the
Company as on March 31, 2019; (i) all elements of remuneration package of all the
Directors;
v. Average percentage increase made in the salaries of
employees other than the managerial personnel in the last (ii) details of fixed component and performance linked
Statutory Reports
financial year i.e. FY2019 was 11%. As regards comparison incentives of Whole-Time Directors along with the
of Managerial Remuneration of FY2019 over FY2018, details performance criteria;
of the same are given in the above table at Sr. No. (i);
(iii) service contracts, notice period, severance fees of
vi. It is hereby affirmed that the remuneration paid is as per Whole- Time Directors;
the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees. (iv) stock option details of Whole-Time Director;
Personnel) Rules, 2014 is provided in a separate statement Pursuant to the provisions of Section 204 of the Act and the Rules
and forms part of the Annual Report. Further, this Report made thereunder, the Company has appointed M/s. N. L. Bhatia
is being sent to the Members excluding the said statement. & Associates, Practicing Company Secretaries as the Secretarial
The said statement is available for inspection by Members at
the Registered Office of the Company during working hours
upto the date of the AGM and shall be made available to any
Member on request. The said statement is also available on the
Company’s website, the weblink to which is
http://www.piramal.com/investor/overview.
Strategic Overview
OTHERS ACKNOWLEDGEMENT
The Directors state that no disclosure or reporting is required in We take this opportunity to thank the employees for their dedicated
respect of the following items as there were no transactions related service and contribution to the Company.
to these items during the year under review:
We also thank our banks, business associates shareholders and other
1. Details relating to issue of sweat equity shares and shares with stakeholders for their continued support to the Company.
differential rights as to dividend, voting or otherwise, since there
was no such issue of shares; For and on behalf of the
2. No significant or material orders were passed by the Regulators Board of Directors
or Courts or Tribunals which impact the going concern status
and Company’s operations in future. Place: Mumbai
ANNEXURE A
DIVIDEND DISTRIBUTION POLICY These are general indicative financial parameters. The Board
may consider other financial parameters which may not be
1. Regulatory Framework covered above.
The Securities and Exchange Board of India (“SEBI”) on July 8,
2016 inserted Regulation 43A in SEBI (Listing Obligations and 4. I nternal and external factors that shall be considered for
Disclosure Requirements) Regulations, 2015, which requires top declaration of dividend
five hundred listed companies (based on market capitalization of
every financial year) to formulate a Dividend Distribution Policy. Internal factors
i. Working capital requirements
Piramal Enterprises Limited (‘PEL’) being one of the top five ii. Capital expenditure requirement
hundred listed companies as per market capitalization as on the iii. Business expansion and growth
last day of the immediately preceding financial year, has framed iv. Capital required for Financial Services Business
this policy to comply with the requirements of the SEBI (Listing v. Additional investment in subsidiaries and associates of the
Obligations and Disclosure Requirements) Regulations, 2015. company
vi. Upgradation of technology and physical infrastructure
2. C
ircumstances under which the Shareholders of the vii. Acquisition of brands and business
Company may or may not expect Dividend viii. Financial parameters referred to above.
The decision regarding dividend pay-out is a crucial decision
as it determines the amount of profit to be distributed among External factors
shareholders of the Company and the amount of profit to i. Economic environment
be retained in business. The decision seeks to balance the ii. Capital markets
dual objectives of appropriately rewarding shareholders iii. Global conditions
through dividends and retaining profits in order to maintain a iv. Statutory provisions and guidelines
healthy capital adequacy ratio to support future growth. The The Board may consider other internal and external factors,
shareholders of the Company may not expect dividend in the which may not be covered above.
following circumstances, subject to discretion of the Board of
Directors: 5. Utilization of Retained Earnings
i. Proposed expansion plans requiring higher capital The Board may retain its earnings in order to make better use
allocation of the available funds and/or increase shareholder value. The
ii. Decision to undertake any acquisitions, amalgamation, decision of utilization of the retained earnings of the Company
merger, joint ventures, new product launches, etc. which will be based on the following factors:
requires significant capital outflow i. Market expansion plan
iii. Requirement of higher working capital for the purpose of ii. Product expansion plan
business of the Company iii. Increase in production capacity
iv. Proposal for buy-back of securities or other corporate iv. Modernization plan
actions v. Diversification of business
v. In the event of loss or inadequacy of profit vi. Mergers & Acquisitions
However, the final decision for declaring dividend vests with the The Board may also consider other factors on the basis of which
Board, who may, decide to declare dividend despite existence of profits may be retained in the business.
the above circumstances.
6. P
arameters that shall be adopted with regard to various
3. T he financial parameters that shall be considered while classes of shares
declaring dividend Since the Company has issued only one class of equity shares
The dividend pay-out decision of the Board depends upon the in its paid up share capital, with equal voting rights, all the
following financial parameters: members of the Company are entitled to receive the same
i. Operating cash flow of the Company amount of dividend per share. Specific parameters to be
ii. Profit earned during the year adopted for any other classes of shares that may be issued in
iii. Profit available for distribution future, shall be adopted at that time.
iv. Earnings Per Share (EPS)
v. Likelihood of crystalization of contingent liabilities, if any 7. Disclosures
vi. Creation of contingency fund The Dividend Distribution Policy shall be disclosed in the Annual
vii. Cost of external financing Report and will also be available on the website of the Company
viii. Past dividend payout ratio/ trends i.e. at www.piramal.com.
Strategic Overview
Changes in Company’s Subsidiaries, Joint Ventures and/ or Associate Companies during FY2019:
No entity has become nor has ceased to be an Associate Company during FY2019.
ANNEXURE C
1. BRIEF OUTLINE OF THE COMPANY’S • Piramal Swasthya strives to provide accessible and affordable
CORPORATE SOCIAL RESPONSIBILITY healthcare across demographics with a stress on the most
vulnerable in society.
(‘CSR’) POLICY, INCLUDING OVERVIEW OF
PROJECTS OR PROGRAMS PROPOSED TO To implement this on the ground and make sure that healthcare
BE UNDERTAKEN AND A REFERENCE TO services reach the remotest sections of the country, Piramal
Swasthya provides three clinically certified services as follows:
Statutory Reports
THE WEB-LINK TO THE CSR POLICY AND
PROJECTS OR PROGRAMS. a. Health Information Helpline – A health contact centre
that acts as a medical advisor, counsellor and grievance
The CSR initiatives of the Company are either undertaken as addresser.
projects or programs or activities, whether new or ongoing, b. Telemedicine service which brings healthcare specialists
in line with the CSR Policy, or by way of providing donations, closer to the patient by using technology for connectivity
contributions or financial assistance to such projects or to other and communication.
CSR companies or entities undertaking such projects, as may c. Mobile Health Services where paramedics and healthcare
be permitted under the Companies Act, 2013 (‘the Act’) and experts, travel to remote locations in vans and try and
applicable Rules prescribed thereunder. address the humongous challenge of accessibility of
During the year ended March 31, 2019, the Company discharged healthcare in rural India.
Financial Statements
its CSR obligations through projects and programs of Piramal Key achievements during FY2019:
Foundation for Education Leadership and Piramal Swasthya
Management and Research Institute (‘Piramal Swasthya’) – Piramal Swasthya continued its outreach program with 286
(collectively referred to as ‘CSR entities’) in the education and Mobile Medical Units across 13 districts of Andhra Pradesh,
health sector. in collaboration with Government of Andhra Pradesh. The
objective was to extend the services of Public Health system by
The CSR entities develop innovative solutions to resolve issues using resources, where possible, in screening, making referrals,
that are critical roadblocks towards improving India’s health and mobilizing and following up with people with risk of chronic
education issues. The Company firmly believes that considerable diseases, those requiring Maternal or Child Healthcare services
and addressing minor ailment.
– An electronic platform namely ‘Integrated Electronic Medical • Initiated the Early Childhood Development Program by
Record’ provides each beneficiary with a Unique Identification collaborating with 182 ‘Anganwadi Workers’ to develop their
Number whereby his/ her Electronic Health Record is created, capability in early childhood education.
which immensely helps in clinical management of diseases and • Launched alumni chapters for Gandhi Fellows in four major
conditions. Accordingly, the beneficiaries need not have to cities of India to provide Learning & Development and
worry about carrying their health records. Accessible Medical networking opportunities to more than 700 Gandhi fellows.
Records via Integrated Technologies (AMRIT) as a platform is The Company has been awarded with the following awards for
built to capture data for Antenatal Care, Postnatal Care, Non its philanthropic activities during the financial year 2018-19:
Communicable Diseases (including cervical, breast and oral
cancer). - Golden Peacock Award for Corporate Social Responsibility
- Economic Times 2 Good 4 Good Rating scheme – highest
– Piramal Swasthya had launched its community-based screening rating was achieved
programme – Detect Early and Save Her & Him (D.E.S.H.) for - Business Standard Socially Aware Award
oral, breast and cervical cancers in Kamrup in the financial
year 2017-18. The programme was continued this year as The CSR Policy is posted on the Company’s website, the web link
well across components which included creating community to which is: http://www.piramal.com/investor/overview.
awareness, screening for the cancer of oral cavity, breast and
cervix through mobile cancer screening units, mobility for the 2. COMPOSITION OF THE CSR COMMITTEE
patients detected positive to a treatment centre and tracking
Name Category
and follow-up. The Mobile Cancer Screening Unit is equipped
Prof. Goverdhan Mehta – Chairman Non - Executive, Independent Director
with a mammography unit and staffed by doctors, nurses and
Ms. Nandini Piramal Executive Director
radiographers and they screen the local population for oral,
Mr. Vijay Shah Executive Director
breast and cervical cancer. Patients identified with cancer
are referred to Dr. B. Borooah Cancer Institute, Guwahati for The composition of the Committee is in compliance with Section 135
treatment. of the Act.
• Piramal Foundation for Education Leadership (‘PFEL’) provides 3. AVERAGE NET PROFIT OF THE COMPANY
quality education in the government educational system,
the objective being to shape the leaders who will dedicate
FOR LAST THREE FINANCIAL YEARS
themselves to making a positive difference in society. Average Net Profits are ` 811.80 Crores computed in line with
the requirements of Section 135 of the Act.
It believes in creating positive interventions at every level of the
education ecosystem - from headmasters, teachers, community 4. PRESCRIBED CSR EXPENDITURE
leaders, government education officials to motivated youth CSR Expenditure of ` 16.24 Crores
from India’s leading colleges and policy makers in the education
department. 5. DETAILS OF AMOUNT SPENT ON CSR
FEL also provides employment to rural women in Rajasthan
P
ACTIVITIES DURING THE FINANCIAL YEAR
and Gujarat who operate in the Virtual Field Support Centers a) Total amount spent for the financial year – ` 31.20 Crores
to provide pedagogy services to teachers while providing
administrative and leadership support to education officials. b) Amount unspent, if any – Not Applicable
c) Manner in which the amount spent during the financial year
is detailed below:
Strategic Overview
No (budget) project on the projects expenditure up through Implementing Agency
or program or to the reporting
wise programs period
1 Building Leadership of Education Rajasthan 24.53 19.00 83.48 Implementing Agency - Piramal
Government Schools Foundation for
Education Leadership
2 Operating a Rural BPO & Women Uttarakhand 0.15 0.11 1.92 Implementing Agency -
providing livelihood to Empowerment Kalimath Ghati Krishi
women Vyawasay Bahuuddeshye
Swayat Sahkarita
3. Providing Primary Healthcare Rajasthan 7.16 6.91 22.30 Implementing Agency- Piramal
Healthcare to Rural Telangana Swasthya Management &
population Andhra Pradesh Research Institute
Assam
Statutory Reports
Meghalaya
Gujarat
Uttar Pradesh
10. Empowering women Women Maharashtra 0.00 0.00 0.30 Donation to Impact Foundation
who are subjected to Empowerment Haryana India
Domestic Violence and Gujarat
relevant Advocacy for Rajasthan
State’s effective response
action
11. Care of visually Healthcare Maharashtra 0.00 0.00 1.00 Donation to Vision Foundation
challenged by giving sight India
and fighting against
preventable blindness
12. Providing artificial Healthcare Maharashtra 0.00 0.00 0.31 Donation to Yuvak
Financial Statements
(` in Crores)
(1) (2) (3) (4) (5) (6) (7) (8)
S. CSR Project/ Activity Sector Locations Amount outlay Amount spent Cumulative Amount spent directly or
No (budget) project on the projects expenditure up through Implementing Agency
or program or to the reporting
wise programs period
14 Management and Corporate Social Pan India 1.10 1.10 17.04 Directly
Overhead Costs for Responsibility
running the Company’s
CSR Programs
Total (B) 1.10 1.10 17.04
Total (A+B) 39.69 32.30 147.74
Note:
In addition to what is stated above, subsidiaries of the Company and Group Companies contributed towards the following CSR activities:
i. Building Leadership of Government Schools (Education Sector): ` 19.60 Crores by way of donation to Piramal Foundation for Education
Leadership (Implementing Agency);
ii. Enabling Primary Healthcare (Healthcare Sector): ` 7.04 Crores by way of donation to Piramal Swasthya Management and Research
Institute (Implementing Agency).
The Promoter Group and the Company have been involved in CSR activities even before this requirement became mandatory. One of
the significant CSR initiatives being undertaken by the Promoter Group is through Piramal Water Private Limited (Sarvajal) to innovate,
demonstrate, enable and promote affordable safe-drinking water solutions using top-of-the-line technology, making pure, affordable drinking
water accessible to the underserved sections of the Society, through community based solutions. However, no contribution was made by the
Company or its subsidiaries to the Promoter Group for this CSR initiative, during the period under report.
6. I N CASE THE COMPANY HAS FAILED TO SPEND THE TWO PER CENT OF THE AVERAGE NET
PROFIT OF THE LAST THREE FINANCIAL YEARS OR ANY PART THEREOF, THE COMPANY SHALL
PROVIDE THE REASONS FOR NOT SPENDING THE AMOUNT IN ITS BOARD REPORT.
Not Applicable
ANNEXURE D
Particulars of Conservation of Energy, Technology 2. Reduction in carbon footprint and power consumption by
Absorption and Foreign Exchange Earnings and Outgo replacing old air conditioners with new energy efficient air
required under the Companies (Accounts) Rules, 2014 for conditioners operating on eco-friendly refrigerant.
the year ended March 31, 2019.
3. Installation of energy efficient fan motor and pump for cooling
tower.
A. CONSERVATION OF ENERGY
4. Energy saving by using Light Emitting Diode (‘LED’) Lights.
(i) Steps taken for conservation of energy
During the year, the Company introduced the following Ennore
measures at its plant locations to conserve energy: 1. Replacement of 60 HP air compressors with new 40 HP energy
efficient air compressor, which resulted in reduced power
Pithampur consumption of 10,800 units per annum.
1. Reduction in power consumption and better environmental
control on account of replacement of old dust extractors of few 2. Replacement of more than 95% conventional street lights with
blocks and warehouse with energy efficient dust extractors. LED, which resulted in energy saving of 23,745 units per annum.
Strategic Overview
requiring controlled humidity conditions.
2. Reduced power consumption by replacing centrifugal type
recirculation pumps of cooling tower with energy efficient 2. Autoclave of Ophthalmic area has been upgraded to meet
pumps. regulatory and product requirements and also for energy
efficiency.
3. Installation of heat pump for hot water generation resulted in
reduction of chilling load by 20 Ton of Refrigeration (‘TR’). 3. New technology has been introduced at site viz. Roll
Compactor, Planetary Mixer and EU Serialization for capability
Digwal enhancement.
1. Conversion of existing chilled water circuit to closed loop
system. 4. Existing Form Fill Seal machine modified for manufacturing
preservative free unit dose ophthalmic products.
7. Installation of high efficiency energy saving cooling tower fan. 9. Software implemented for automated backup of Non-CDS
system (like Ultraviolet Spectrophotometer (UV) and Fourier-
8. Utilization of Effluent Treatment Plant - Reverse osmosis (ETP- Transform Infrared Spectroscopy (FTIR)).
RO) permeate.
10. High-Performance Liquid Chromatographs (HPLC) and Gas
9. Increase in the condensate recovery & reduction in Boiler fresh Chromatography (GC) software (EMPOWER) utilized for auto
water consumption (from 25% to 40%). calculations and online review e-Signature of chromatographs.
Ahmedabad Ennore
1. Modification of chilled water distribution pump system to 1. Effluent Treatment Plant (Zero Liquid Discharge) was upgraded
Statutory Reports
improve efficiency, resulting in reduced power consumption. with latest technology to achieve best and consistent results:
2. Replacement of more than 80% conventional lights with LED a. Dissolved Air Floatation (DAF) system has been introduced
lights resulting in energy saving. in HPS primary treatment to reduce Total Suspended Solids.
b. Membrane Bio Reactor (MBR) has been introduced to
3. Installation of energy efficient cooling tower, resulting in improve quality of Reverse Osmosis (‘RO’) feed and to
operation of only one chiller during summer peak season. increase RO efficiency.
Earlier we were operating two chillers during summer season. c. Mechanical filter presses and Decanter centrifuge have
been introduced to eliminate usage of open sludge drying
he Company’s Plants have collectively made capital investments in
T beds to protect the environment.
energy conservation equipment aggregating to ` 2.2 Crores.
2. New Kilo lab – The Heating, Ventilation and Air-Conditioning
(ii) S teps taken by the Company for utilizing alternate (‘HVAC’) system has been provided with VRF (Variable
Financial Statements
ANNEXURE E
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31.03.2019
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014.
i CIN L24110MH1947PLC005719
ii Registration Date April 26, 1947
iii Name of the Company Piramal Enterprises Limited
iv Category/Sub-category of the Company Company Limited by Shares/Indian Non-Government Company
v Address of the Registered office & contact details Piramal Ananta, Agastya Corporate Park, Opposite Fire Brigade, Kamani Junction, LBS Marg, Kurla
(West), Mumbai - 400 070
Tel No: (91 22) 3802 3000/4000 Fax No: (91 22) 3802 3084
vi Whether listed company Yes
vii Name, Address & contact details of the Registrar & Link Intime India Pvt. Ltd.
Transfer Agent, if any. C 101, 247 Park, LBS Marg, Vikhroli (West),
Mumbai 400 083.
Tel: (91 22) 4918 6000
Fax: (91 22) 4918 6060
Email: [email protected]
Sl. Name & Description of main NIC Code of the Product /service % to total turnover
No. products/services of the company#
1 Pharmaceuticals 210 - Manufacture of pharmaceuticals, medicinal, chemical and botanical products 49.52%
2 Financial Services 649 - Other financial service activities, except insurance and pension funding 40.58%
# On the basis of Gross Turnover
Strategic Overview
1 Piramal Asset Management Piramal Tower, 4th Floor, Peninsula U65999MH2018PTC310752 Subsidiary 100.00 2(87)(ii)
Private Limited Corporate Park, Ganpatrao Kadam Marg,
Lower Parel, Mumbai - 400 013
2 Piramal Securities Limited Piramal Tower, 4th Floor, B Wing, Peninsula U74999MH2018PLC310476 Subsidiary 100.00 2(87)(ii)
Corporate Park, Ganpatrao Kadam Marg,
Lower Parel, Mumbai - 400 013
3 Piramal Capital & Housing Piramal Tower, 2nd Floor, Peninsula U65999MH2017PLC291071 Subsidiary 100.00 2(87)(ii)
Finance Limited (formerly Corporate Park, Ganpatrao Kadam Marg,
known as Piramal Housing Lower Parel, Mumbai - 400 013
Finance Limited)
4 PHL Fininvest Private Limited Piramal Tower, 3rd Floor, Peninsula U67120MH1994PTC078840 Subsidiary 100.00 2(87)(ii)
Corporate Park, Ganpatrao Kadam Marg,
5 Piramal Fund Management Ground Floor, Piramal Tower, Ganpatrao U67190MH2005PTC154781 Subsidiary 100.00 2(87)(ii)
Private Limited Kadam Marg, Lower Parel, Mumbai - 400 013
6 Piramal Systems & 1st Floor, Piramal Tower Annexe, Ganpatrao U93030MH2011PTC218110 Subsidiary 100.00 2(87)(ii)
Technologies Private Limited Kadam Marg, Lower Parel, Mumbai - 400 013
7 Piramal Investment Advisory 1st Floor, Piramal Tower Annexe, Ganpatrao U65191MH2013PTC244440 Subsidiary 100.00 2(87)(ii)
Services Private Limited Kadam Marg, Lower Parel, (W) Mumbai -
400 013
8 Piramal International 33, Edith Cavell Street, Port Louis, 11324, NA Subsidiary 100.00 2(87)(ii)
Mauritius
9 Piramal Holdings (Suisse) SA Rue des Pierres-du-Niton, 17, 1207 Geneva, NA Subsidiary 100.00 2(87)(ii)
Switzerland
10 Piramal Pharma Inc. 251 Little Falls Drive, Wilmington, County of NA Subsidiary 100.00 2(87)(ii)
Statutory Reports
Maggio 62/A, Cap 37057, Italy
17 Piramal Critical Care Inc. 1209 Orange Street, Wilmington, New NA Subsidiary 100.00 2(87)(ii)
Castle, Delaware, 19801, USA
18 Indiareit Investment IFS Court, Twenty Eight Cybercity, Ebene, NA Subsidiary 100.00 2(87)(ii)
Management Company Mauritius
19 Piramal Technologies SA Route de l’Ecole 13, c/o Pascale Nguyen, NA Subsidiary 100.00 2(87)(ii)
1753 Matran, Switzerland
20 Piramal Dutch Holdings N.V. WTC Tower B – 9th floor, Strawinskylaan NA Subsidiary 100.00 2(87)(ii)
937, 1077 XX Amsterdam, The Netherlands
21 Piramal Critical Care Am Soeldnermoos 17, 85399, NA Subsidiary 100.00 2(87)(ii)
Deutschland GmbH Hallbergmoos, Germany
22 Decision Resources Inc. 1209 Orange Street Wilmington, NA Subsidiary 100.00 2(87)(ii)
DE 19801, USA
23 Piramal Asset Management 9 Battery Road #15-01, Straits Trading NA Subsidiary 100.00 2(87)(ii)
Financial Statements
Strategic Overview
Highway, Chatswood, New South Wales
2067, Australia
56 Decision Resources Japan K.K Shibakoen Denki Building, 7th floor, 1-1-12 NA Subsidiary 100.00 2(87)(ii)
Shibakoen, Minato-ku, Tokyo, Japan
57 Piramal Capital International IFS Court Bank Street Twenty Eight, NA Subsidiary 100.00@ 2(87)(ii)
Limited Cybercity Ebene 72201 Mauritius
58 Asset Resurgence Mauritius Suite 110, 10th floor, Ebene Heights NA Associate 50.00 2(6)
Manager Building, 34 Ebene Cybercity Ebene,
Mauritius
Statutory Reports
(a) Mutual Funds 12,18,249 3,729 12,21,978 0.68 6,05,883 3,354 6,09,237 0.33 (0.35)
(b) Financial Institutions / Banks 47,70,513 579 47,71,092 2.65 1,00,92,993 579 1,00,93,572 5.48 2.83
(c) Central Govt 213 0 213 0.00 213 0 213 0.00 0.00
(d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
(e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(f) Insurance Companies 8,91,391 0 8,91,391 0.49 8,50,000 0 8,50,000 0.46 (0.03)
(g) FIIs/FPIs 4,88,80,299 6 4,88,80,305 27.12 4,95,48,101 6 4,95,48,107 26.86 (0.26)
(h) Foreign Venture Capital Investors 0 0 0 0.00 0 0 0 0.00 0.00
(i) Any Other -
i) Foreign Bank 333 0 333 0.00 333 0 333 0.00 0.00
ii) AIF 24,453 0 24,453 0.01 0 0 0 0.00 (0.01)
Sub Total (B)(1) 5,57,85,451 4,314 5,57,89,765 30.95 6,10,97,523 3,939 6,11,01,462 33.13 2.18
[3] Non-Institutions
Financial Statements
Total Public Shareholding(B)=(B)(1)+(B)(2) 7,83,29,878 77,20,282 8,60,50,160 47.74 8,39,57,995 73,11,924 9,12,69,919 49.49 1.75
(C) Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00
(D) Non Promoter - Non Public
Employee Benefit Trust [under SEBI (Share 15,95,167 0 15,95,167 0.88 14,98,405 0 14,98,405 0.81 (0.07)
based Employee Benefit) Regulations, 2014]
Total (A)+(B)+(C)+(D) 17,25,53,392 77,20,282 18,02,73,674 100.00 17,71,35,048 73,11,924 18,44,46,972 100.00 0.00
Strategic Overview
No. of shares % of total shares of No. of shares % of total shares of
the Company@ the Company@
1 The Sri Krishna Trust [Trustees:
Mr. Ajay G. Piramal and
Dr. (Mrs.) Swati A. Piramal]
At the beginning of the year 7,88,06,574 42.73 7,88,06,574 42.73
01.06.2018 - Transfer (15,432) (0.01) 7,87,91,142 42.72
04.06.2018 - Transfer (5,000) (0.00) 7,87,86,142 42.72
20.03.2019 - Transfer (31,325) (0.02) 7,87,54,817 42.70
At the end of the year 7,87,54,817 42.70
Statutory Reports
4 Anand Piramal Trust
At the beginning of the year 0 0.00 0 0.00
01.06.2018 - Transfer 15,432 0.01 15,432 0.01
12.06.2018 - Transfer 1,01,665 0.05 1,17,097 0.06
At the end of the year 1,17,097 0.06
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)
Sl. For each of the Top 10 Shareholders Share holding at the beginning Cumulative Shareholding
No. of the Year during the year
No. of shares % of total shares of No. of shares % of total shares of
the Company@ the Company@
Strategic Overview
the Company@ the Company@
4 Indiahold Limited
At the beginning of the year 41,76,468 2.26 41,76,468 2.26
At the end of the year 41,76,468 2.26
Statutory Reports
17.08.2018 - Transfer (5,018) (0.00) 15,74,326 0.85
24.08.2018 - Transfer (954) (0.00) 15,73,372 0.85
31.08.2018 - Transfer (1,849) (0.00) 15,71,523 0.85
14.09.2018 - Transfer (3,600) (0.00) 15,67,923 0.85
21.09.2018 - Transfer (3,520) (0.00) 15,64,403 0.85
29.09.2018 - Transfer (4,035) (0.00) 15,60,368 0.85
05.10.2018 - Transfer (1,428) (0.00) 15,58,940 0.85
26.10.2018 - Transfer (4,498) (0.00) 15,54,442 0.85
09.11.2018 - Transfer (256) (0.00) 15,54,186 0.85
30.11.2018 - Transfer (24,019) (0.02) 15,30,167 0.83
07.12.2018 - Transfer (10,500) (0.01) 15,19,667 0.82
21.12.2018 - Transfer (25) (0.00) 15,19,642 0.82
04.01.2019 - Transfer (2,683) (0.00) 15,16,959 0.82
Financial Statements
11 Government of Singapore
At the beginning of the year 9,75,947 0.52 9,75,947 0.52
06.04.2018 - Transfer 1,174 0.00 9,77,121 0.52
20.04.2018 - Transfer (13,024) (0.01) 9,64,097 0.51
27.04.2018 - Transfer (845) (0.00) 9,63,252 0.51
04.05.2018 - Transfer (867) (0.00) 9,62,385 0.51
18.05.2018 - Transfer (2,155) (0.00) 9,60,230 0.51
25.05.2018 - Transfer (497) (0.00) 9,59,733 0.51
01.06.2018 - Transfer (47,509) (0.03) 9,12,224 0.48
08.06.2018 - Transfer 49,314 0.03 9,61,538 0.51
15.06.2018 - Transfer 35,068 0.02 9,96,606 0.53
22.06.2018 - Transfer 8,067 0.01 10,04,673 0.54
13.07.2018 - Transfer 27,207 0.01 10,31,880 0.55
20.07.2018 - Transfer 9,702 0.01 10,41,582 0.56
27.07.2018 - Transfer (567) (0.00) 10,41,015 0.56
03.08.2018 - Transfer (822) (0.00) 10,40,193 0.56
10.08.2018 - Transfer (6,915) (0.01) 10,33,278 0.55
24.08.2018 - Transfer 21,922 0.01 10,55,200 0.56
31.08.2018 - Transfer 46,326 0.03 11,01,526 0.59
Strategic Overview
the Company@ the Company@
07.09.2018 - Transfer 28,094 0.02 11,29,620 0.61
14.09.2018 - Transfer 20,854 0.01 11,50,474 0.62
21.09.2018 - Transfer 16,612 0.01 11,67,086 0.63
12.10.2018 - Transfer (1,342) (0.00) 11,65,744 0.63
19.10.2018 - Transfer 4,259 0.00 11,70,003 0.63
02.11.2018 - Transfer 2,742 0.00 11,72,745 0.63
23.11.2018 - Transfer 9,555 0.01 11,82,300 0.64
30.11.2018 - Transfer 47,127 0.03 12,29,427 0.67
07.12.2018 - Transfer (3,271) (0.00) 12,26,156 0.67
14.12.2018 - Transfer (31,141) (0.02) 11,95,015 0.65
21.12.2018 - Transfer 13,258 0.01 12,08,273 0.66
28.12.2018 - Transfer (695) (0.00) 12,07,578 0.66
Statutory Reports
the Company@ the Company@
1 Mr. Ajay G. Piramal
At the beginning of the year 1,13,658 0.06 1,13,658 0.06
At the end of the year 1,13,658 0.06
2 Dr. (Mrs.) Swati A. Piramal
At the beginning of the year 1,217 0.00 1,217 0.00
29.03.2019 - Transfer 31,325 0.02 32,542 0.02
At the end of the year 32,542 0.02
3 Mr. Deepak Satwalekar
At the beginning of the year 10,434 0.01 10,434 0.01
At the end of the year 10,434 0.01
4 Prof. Goverdhan Mehta
At the beginning of the year 5,000 0.00 5,000 0.00
Financial Statements
Strategic Overview
Secured Loans Unsecured Total
Deposit
excluding deposits Loans Indebtedness
Statutory Reports
3 Sweat Equity - - - - -
4 Commission - - - - -
as % of profit - - - - -
others (specify) - - - - -
5 Others, please specify : 3,44,99,520 1,58,12,280 1,14,99,840 1,91,26,800 8,09,38,440
Performance Pay for FY2018
Total (A) 12,14,97,776 5,44,96,712 4,09,41,508 6,49,11,928 28,18,47,924
Ceiling as per the Act: @5% of Profits for each Director 27,14,88,574 27,14,88,574 27,14,88,574 27,14,88,574
@10% of Profits for all Directors 54,29,77,148
# Mr. Vijay Shah also receives ESOPs under the Company’s ESOP Scheme. Financial Statements
Strategic Overview
I. Preamble with other applicable regulatory requirements relating to
The Nomination and Remuneration Committee (‘NRC’) of Independence or as may be laid down by the Board from
Piramal Enterprises Limited (the ‘Company’), has adopted the time to time.
following policy and procedures with regard to identification b) Such Candidates shall submit a Declaration of
and nomination of persons who are qualified to become Independence to the NRC/ Board, initially and thereafter,
directors and who maybe appointed in senior management. annually, based upon which, the NRC/ Board shall evaluate
compliance with this criteria for Independence.
This policy is framed in compliance with the applicable
provisions of Regulation 19 read with Part D of the Schedule II 5. Change in status of Independence
of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 (‘the Regulations’) and Section 178 and other Every Independent Director shall be required to inform
Statutory Reports
industry in which it operates and displays a keen interest in amended from time to time.
contributing at the Board level to the Company’s growth in
these areas; 2. The eligibility criteria for appointments to Senior
d) Possesses the ability to bring independent judgment to Management and continuity thereof shall include
bear on the Board’s deliberations especially on issues of integrity and ethics, in addition to possessing
strategy, performance, risk management and resource qualifications, expertise, experience and special
planning; competencies relevant to the position for which
e) Displays willingness to devote sufficient time and attention purpose the executive is being or has been appointed.
to the Company’s affairs;
f) Values Corporate Governance and possesses the skills 3. Any candidate being considered for the post of senior
and ability to assist the Company in implementing good management should be willing to comply fully with the
corporate governance practices; PEL Code of Conduct for senior management, PEL –
Financial Statements
g) Possesses leadership skills and is a team player. Code of Conduct for Prevention of Insider Trading and
other applicable policies, in force from time to time.
4. Criteria for Independence applicable for selection of
Independent Directors: III. Process for identification & shortlisting of candidates
A. Directors
a) Candidates for Independent Directors on the Board 1. The NRC shall identify the need for appointment of new
of the Company should comply with the criteria for Directors on the Board on the basis of the evaluation
Independence as stipulated in the Companies Act, 2013 process for Board as a whole and of individual Directors or
as it may otherwise determine.
2. The NRC shall evaluate proposals for appointments to 1.3. This Policy reflects the Company’s core values viz.
Senior Management on the basis of eligibility criteria Knowledge, Action, Care and Impact.
referred to hereinabove and such other criteria as it may
deem appropriate. 2. Designing of Remuneration Packages
2.1. While designing remuneration packages, the following
3. Based on such evaluation, the NRC shall shortlist the factors are taken into consideration:
desired candidate and make its recommendations to the
Board for appointment. a. Ability to attract, motivate and retain the best talent in the
industries in which the Company operates;
IV. Removal b. Current industry benchmarks;
c. Cost of living;
A. Directors d. Maintenance of an appropriate balance between fixed
1. If a Director incurs any disqualification mentioned performance linked variable pay and long term incentives
under the Companies Act, 2013 or any other applicable reflecting long and short term performance objectives
law, regulations, statutory requirement, the NRC may aligned to the working of the company and its goals;
recommend to the Board with reasons recorded in e. Achievement of Key Result Areas (KRAs) of the employee,
writing, the removal of the said Director subject to the concerned department/ function and of the Company.
the provisions of and compliance with the statutory
provisions. 3. Remuneration to Directors
A. Non- Executive/ Independent Directors:
2. Such recommendations may also be made on the basis The Non- Executive/ Independent directors are entitled to
of performance evaluation of the Directors or as may the following:
otherwise be thought fit by the NRC.
i. Sitting Fees: The Non- Executive/ Independent Director
B. Members of Senior Management receive remuneration in the form of sitting fees for
1. The NRC shall consider the recommendations of the attending meetings of Board or Committee thereof of
management while making recommendations to the Company and its subsidiaries where such Director
the Board for dismissal/ removal of those in Senior maybe so appointed. The Independent Directors also
Management. receive sitting fees for attending separate meetings of
the Independent Directors. Provided that the amount
2. Such recommendations may also be made on the of such fees shall not exceed such amount per meeting
basis of performance evaluation of members of Senior as may be prescribed by the Central Government from
Management to the extent applicable or as may time to time.
otherwise be thought fit by the NRC.
ii. Commission: Commission may be paid within the
V. Review monetary limit approved by shareholders subject to
The NRC shall periodically review the effectiveness of this Policy compliance with applicable regulatory requirements.
and recommend any revisions that maybe required to this Policy
to the Board for consideration and approval. B. Remuneration to Whole – Time Directors
i. The remuneration to be paid to the Whole – Time
Directors shall be in compliance with the applicable
Strategic Overview
to the Board which shall be within applicable
regulatory limits. 5. Remuneration to Other Employees
iii. The Board may at the recommendation of the NRC The remuneration packages of other employees are also
and its discretion, may consider the payment of such formulated in accordance with HR Policy of the Company in
additional remuneration within the framework of force from time to time. In addition to basic salary and other
applicable laws and regulatory requirements. components forming part of overall salary package, employees
are also provided with perquisites and retirement benefits as
4. R
emuneration to Key Managerial Personnel and Senior per the HR Policy of the Company and statutory requirements,
Management where applicable.
Remuneration to Key Managerial Personnel and other Senior
Management shall be as per the HR Policy of the Company 6. Disclosure
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 Act including certain arm’s length transactions under third proviso thereto
Statutory Reports
2. Details of material contracts or arrangement or transactions at arm’s length basis:
The details of material contracts or arrangements or transactions at arm’s length basis for the year ended March 31, 2019 are as follows:
Sr. Name(s) of the related party & Nature of Nature, salient features of contracts/ Duration of Date(s) of approval Amount paid
No relationship arrangements/ transactions the contracts/ by the Board, if any
arrangements/
transactions
1. Piramal Capital and Housing Finance The Company has down-sold a portion May 28, 2018 and May 28, 2018 ` 2,207.72 Crores
Limited (Wholly owned subsidiary of the of its lending portfolio forming part of its ongoing
Company) (PCHFL)* financial services business to PCHFL and
PHL Fininvest
2. PHL Fininvest Private Limited (Wholly May 28, 2018 and May 28, 2018 ` 694.41 Crores
Financial Statements
Chairman
ANNEXURE H
To,
The Members,
1. Maintenance of Secretarial records is the responsibility of the Management of the Company. Our responsibility is to express an opinion
on these Secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the
contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial
records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Account of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of Laws, Rules and Regulations and
happening of events, etc.
5. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, standards is the responsibility of the
Management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which
the Management has conducted the affairs of the Company.
N. L. Bhatia
Managing Partner
Place: Mumbai FCS: 1176
Date: April 26, 2019 C.P. No.: 422
Strategic Overview
[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, f. The Securities and Exchange Board of India (Issue and Listing
The Members, of Debt Securities) Regulations, 2008;
Piramal Enterprises Limited g. The Securities and Exchange Board of India (Registrars to an
We have conducted the Secretarial Audit of the compliance Issue and Share Transfer Agents) Regulations, 1993 regarding
of applicable statutory provisions and the adherence to good the Act and dealing with client;
corporate practices by Piramal Enterprises Limited (herein after h. The Securities and Exchange Board of India (Delisting of Equity
called ‘the Company’). Secretarial Audit was conducted in a manner Shares) Regulations, 2009;- Not Applicable for the financial
Statutory Reports
c) The Depositories Act, 1996 and the Regulations and Bye-laws ix. Gujarat Special Economic Zone Act, 2004;
framed thereunder; x. Maharashtra Prohibition Act 1949 (Bombay Act No. XXV of 1949);
d) Foreign Exchange Management Act, 1999 (‘FEMA’) and the Rules xi. Tamil Nadu Spirituous Preparations (Control) Rules, 1984;
and Regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial xii. National Ambient Air Quality Standards (NAAQS), 2009;
Borrowings; xiii. Hazardous Wastes (Management, Handling and Transboundary
e) The following Regulations and Guidelines prescribed under the Movement) Rules, 2008;
Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- xiv. Manufacture, Storage and Import of Hazardous
a. The Securities and Exchange Board of India (Listing Obligations Chemical Rules, 1989;
and Disclosure Requirements) Regulations, 2015; xv. Bio-Medical Waste (Management and Handling) Rules, 1998;
Financial Statements
b. The Securities and Exchange Board of India (Substantial xvi. The Chemical Weapons Convention Act, 2000;
Acquisition of Shares and Takeovers) Regulations, 2011; xvii. Ozone Depleting Substance (R&C) Rules, 2000;
c. The Securities and Exchange Board of India (Prohibition of xviii. Maharashtra Non-Biodegradable Wastes Act, 2006;
Insider Trading) Regulations, 2015;
xix. Pharmaceutical Policy 2002;
d. The Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2009; xx. Good Clinical Practice Guidelines;
e. The Securities and Exchange Board of India (Share Based xxi. NABL Accreditation India Requirements;
Employee Benefits) Regulations, 2014;
We have also examined compliance with the applicable clauses b. 2,314 Rights Equity Shares which were kept under abeyance
of the Secretarial Standards issued by The Institute of Company during the Rights Issue made vide Letter of Offer dated
Secretaries of India (ICSI) February 1, 2018;
During the period under review the Company has complied with the d. The Company has transferred certain assets and liabilities
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. forming part of the financial services business of the Company
mentioned above. to Piramal Capital & Housing Finance Limited and PHL Fininvest
Private Limited, wholly owned subsidiaries of the Company.
We further report that, The Board of Directors of the Company is Since the proposed transaction was less than 20% of the net
duly constituted with proper balance of Executive Directors, Non- value of the financial services business in the books of the
Executive Directors and Independent Directors. The changes in the Company as at the last financial year, no other approvals were
composition of Board of Directors that took place during the period required.
under review were carried out in compliance with the provisions of
the Act. e. The Members, at the Annual General Meeting held on July 30,
2018, had approved and authorised the Board to:
Adequate notice is given to all directors to schedule the Board
Meetings and Board Committee Meetings, agenda and detailed e.1 Issue secured/ unsecured redeemable Non-Convertible
notes on agenda were sent at least seven days in advance for Debentures (NCDs) on private placement basis, up to
meetings other than those held at shorter notice, and a system an aggregate amount which shall be within the overall
exists for seeking and obtaining further information and clarifications borrowing limit approved by the shareholders under
on the agenda items before the meeting and for meaningful Section 180(1)(c) of the Companies Act, 2013.
participation at the meeting. f. Pursuant to the approval under clause e.1 above, the
Majority decision is carried through while the dissenting members’ Administrative Committee has allotted:
views are captured and recorded as part of the minutes where f.1 50,900 rated, listed, redeemable, unsecured NCDs of the
applicable. All the decisions at the Board Meetings were passed nominal value of ` 10,00,000 each aggregating to ` 5,090
unanimously and with requisite majority in General Meetings. Crores; and
We further report that, there are adequate systems and processes f.2 1,500 rated, listed, redeemable, secured Non- Convertible
in the Company commensurate with the size and operations of Market Linked Debentures of the nominal value of
the Company to monitor and ensure compliance with applicable ` 10,00,000 each aggregating to ` 150 Crores.
laws, Rules, Regulations and Guidelines. All the notices and orders
received by the Company pursuant to the abovementioned laws g. The Administrative Committee has approved the repurchase
have been adequately dealt with/ duly replied/ complied with. of 4,500 NCDs of ` 10,00,000/- each in accordance with the
terms of the respective Disclosure Documents and the consents
We further report that, during the period under review, received from the Debenture Trustee and the NCD holders.
a. The Board of Directors of the Company at its meeting held
on May 28, 2018, has subject to the approval of the Hon’ble For N. L. Bhatia & Associates
National Company Law Tribunal, Bench at Mumbai (‘NCLT’) Practising Company Secretaries
and such other approvals as may be necessary, approved the UIN: P1996MH055800
Scheme of Amalgamation (‘Scheme’) under Sections 230 to 232
of the Companies Act, 2013 between Piramal Phytocare Limited N. L. Bhatia
Managing Partner
(‘PPL’ or ‘Transferor Company’) and the Company and their Place: Mumbai FCS: 1176
respective shareholders; Date: April 26, 2019 C.P. No.: 422
b. The Administrative Committee has approved the allotment of
41,62,000 equity shares of ` 2/- each at a conversion premium
of ` 2,688/- per share pursuant to conversion of 1,04,050
Compulsory Convertible Debentures (‘CCDs’) of face value of
` 1,07,600/- each aggregating to ` 11,19,57,80,000/-;
Strategic Overview
To,
The Members,
Piramal Enterprises Limited
We have examined all the relevant records of Piramal Enterprises Limited (‘the Company’) for the purpose of certifying compliance of the
conditions of the Corporate Governance under Chapter IV to the Securities and Exchange Board of India (Listing Obligations And Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations’) for the period from April 1, 2018 to March 31, 2019. We have obtained all the
information and explanations which to the best of our knowledge and belief were necessary for the purpose of certification.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures
and implementation process adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. This
In our opinion and to the best of our information and according to the explanations and information furnished to us, we certify that the
Company has complied with all the conditions of Corporate Governance as stipulated in the Listing Regulations.
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.
Statutory Reports
Financial Statements
1 Paid Up Capital (`) ₹ 36.89 Crores b) Details of the Business Responsibility Head
2 Total Turnover (`) ₹ 3671.40 Crores
3 Total Profit/(Loss) after Taxes (`) ₹ (861.98) Crores
4 Total Spending on Corporate Social As per the provisions of the DIN (if applicable) NA
Responsibility (CSR) as percentage of Companies Act, 2013, PEL spent Name Mr. Bharat Londhe
Profit after Tax (%) ₹ 31.2 Crores* Designation Head - Environment, Health and Safety, Corporate
5 List of activities in which the expenditure Donation towards:
Telephone number 022 38023630
in 4 above has been incurred a) Education
E-mail ID [email protected]
b) Gender Equality
c) Women Empowerment
d) Healthcare
*During the year, the Company incurred losses due to certain exceptional items.
Accordingly the spending on CSR cannot be provided as a percentage of the Profit after
Tax. However, the amount spent is in excess of the statutory requirement. Details of the
same are contained in the annual report on Corporate Social Responsibility activities for the
financial year 2018-19 which is annexed to the Board’s Report.
Strategic Overview
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have policy/policies for: Y Y Y Y Y Y Y Y Y
2 Has the policy been formulated in consultation with relevant stakeholders? Y Y Y Y Y Y Y Y Y
All the policies have been formulated in consultation with
the Management of the Company
3 Does the policy conform to any national/international standards? Y Y Y Y Y Y Y Y Y
If yes, specify? (50 words)
The policies are in line with the applicable national and international
standards and compliant with the principles of the National Voluntary
Guidelines (NVG) issued by the Ministry of Corporate Affairs.
4 Has the policy been approved by the Board? Y Y Y Y Y Y Y Y Y
Statutory Reports
3. Governance related to BR
a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO assess the BR performance of the Company.
Within 3 months, 3-6 months, Annually, More than 1 year.
b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?
Yes, the Business Responsibility Report has been published along with the Annual Report of PEL for Financial year 2018-19 and it can be
viewed at: http://www.piramal.com/investor/overview.
Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/No. Does it extend to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/Others?
No, the policy relating to ethics, bribery and corruption extends beyond the Company. At PEL, we are driven by the philosophy of “Doing
Well and Doing Good” and are committed towards ethical and transparent business practices. The PEL Code of Conduct for Board
Members, PEL Code of Conduct for Senior Management and the PEL Code of Conduct applicable to all employees of the Company are
Strategic Overview
A palmitate (Tocopherol) from 10 MT per month to 13 MT per (DPD) model during the reporting period, due to which we
month was achieved. There have been savings in energy and were able to source the shipment directly from the Port to
time associated with the first stage of production. our site thereby phasing out additional transit by which we
3. Does the Company have procedures in place for sustainable have achieved reduction in fuel consumption by saving of
sourcing (including transportation)? If yes, what percentage of 18,102 km/year of transport.
your inputs was sourced sustainably? Provide details thereof, in Outcome: 5.6 MT of CO2 was saved due to optimisation of
about 50 words or so. the logistics system.
Yes, PEL has procedures in place for sustainable sourcing • Reducing Waste – With a view to minimising the waste
throughout its supply chain. In our mission to reduce our generated, we have partially replaced coffee paper cups
environmental impact, the involvement of our supply chain with re-usable mugs and disposable paper tissues with
Statutory Reports
purchased from Electricity Board Grid. We have integrated requirements. Post the audit, the suppliers are also provided
with Group Captive Generators and are now purchasing with recommendations and guidance on norms that they must
85% of our power requirement from the Group Captive adhere to. Under the ‘CORE’ programme, PEL raises awareness
Grid. Due to this shift, the consumption of coal was about environmental and social sustainability among its
optimised thereby doing away with creation of individual vendors. We also conduct supplier meets where we discuss
co-generation system. methods of improving existing procedures with our supply chain
partners.
Outcome: 319 MT of CO2 was saved by the effective use of
the captive power plant. 5. Does the Company have mechanism to recycle products and
waste? If yes, what is the percentage of recycling of products
• IT – The consumption of power by 15 conventional servers and waste.
is estimated to be more than that of 1 VX Rail Storage. We
Financial Statements
replaced conventional servers with Power and Cooling “Dell Yes, PEL understands the role of recycling in protecting the
Power Edge” (VX Rail Storage servers). environment and has mechanisms in place to recycle the waste
generated. As our core business is pharmaceutical, the products
Outcome: 45.27 MT of CO2 was saved (energy savings) cannot be recycled. However effluent water generated is 100%
by substituting the conventional rack servers with VX Rail recycled at our Digwal, Ennore and Pithampur sites. These
storage servers. are also certified as Zero Liquid Discharge facilities where the
treated water is used for daily plant needs. In cases where there
is a lack of alternatives for waste disposal, we make efforts to
use the most environmentally friendly procedures. Some of the
Strategic Overview
currently operational at Piramal include the IT Academy and the stakeholders as listed below:
Pharma Solutions Business Academies. • Young mothers
At PEL, we are committed to creating a robust succession pipeline • Adolescent girls
through impactful development programmes. PEL Talent function • Infants, neonates and children under 5 years
was constituted with an objective "to grow our own leaders" and • Pregnant women in tribal setups
ensure "every critical role has a ready successor identified and • Beneficiaries of age group 30-60 years who are already
groomed". To support this vision, the SUMMIT, ASCEND and IGNITE suffering from diabetes and/or hypertension or are at a risk
programmes were launched to identify and develop high potential of such diseases
talent across senior, mid and junior levels by PEL. We aspire to have • Students studying in government primary schools
60% of our open positions at senior and mid management staffed by • Rural community women, parents and youth
Statutory Reports
sustainable organisation. diseases:
The stakeholders of PEL are listed below: • Use of technologies that are cost effective in order
to provide healthcare services that reach out to
Internal vulnerable and remotely located populations.
• Employees • Support to Government Healthcare Systems by
External remote health advisory and intervention services
• Customers and community outreach models. Our engagement
• Shareholders with various stakeholders enables larger coverage
• Investors and deepens the traction with the communities.
• Regulatory bodies • Door to door interaction, ASHAs (Accredited Social
Financial Statements
2. How many stakeholder complaints have been received in the d) PEL is committed to procuring and using energy in an
past financial year on breach of human rights and what percent efficient, cost effective and environmentally responsible
was satisfactorily resolved by the management? manner. Conservation of energy through energy efficient
equipment forms the basis of our energy efficiency policy
for which PEL has installed the latest energy efficient
Strategic Overview
consumption, evaporation loss and operating costs. PEL is mindful of its responsibilities towards the environment in
which it operates and endeavours to protect and conserve the
3. Does the Company identify and assess potential environmental same to the best of its ability and continued to do so during the
risks? Y/N reporting period.
Yes, PEL identifies climate change, scarcity of water and other 7. Number of show cause or legal notices received from CPCB or
environmental risks that can impede business operations and SPCB which are pending (i.e. not resolved to satisfaction) as on
impact the future growth of the Company. Energy cost and end of Financial Year.
availability is also a concern for the Company. The changing
weather patterns, extreme events like floods and droughts PEL has no pending show cause or legal notices from CPCB/
can cause disruption in logistics, material sourcing and affect SPCB as on March 31, 2019.
our entire supply chain. We have been recording our energy
Statutory Reports
please give hyperlink for web page, etc. Business Principles, Others).
Yes, PEL has established Energy Efficiency Guidelines, an Yes, PEL through its association with industrial chambers
objective of which is to reduce energy consumption through advocates issues related to societal causes. We work towards
vigilant energy management and for the adoption of emerging the advancement/improvement of public good through our
efficient renewable technologies. We also understand the CSR activities. The Senior Management represents PEL in
responsibility of a business to conserve energy and take various industry forums and is cognisant of the responsibility
into consideration various aspects such as environment, they shoulder as they engage in constructive dialogues and
manufacturing and costs while exploring new possibilities in discussions. They ensure that they refrain from influencing
energy conservation. PEL has undertaken various initiatives on public policy with vested interests.
clean technology, energy efficiency and renewable energy at
Principle 8: Businesses should support inclusive growth and
Financial Statements
The entities that we are associated with for carrying out a) Remote Health Advisory & Intervention Services
particular initiatives have been listed below: This service aims at providing validated health and medical
• Remote Health Advisory & Intervention Services – advice especially to vulnerable sections of society through
Government bodies toll free health helpline numbers and Mother and Child
• Community Outreach Programme (Mobile Medical Vans) – Tracking System (MCTS) across 7 states. Further, patients
Government bodies, External NGOs receive counselling services, request directory information
• Telemedicine – Piramal Swasthya, Government bodies, like list of hospitals and services offered and can lodge a
External NGOs complaint against any public health system facility.
• ASARA Tribal Health Programme – Piramal Swasthya Health Information Helpline is a health contact centre that
• DESH (Cancer Screening Program) – Piramal Swasthya provides 24X7 basic medical advice and counseling
• AMRIT – Piramal Swasthya services alongside our front-line programmes like MCTS
• District Transformation Programme – PFEL and HIV/AIDs counseling. Piramal Swasthya handles over
• State Transformation Programme – PFEL 30,000 calls daily through its helplines. Piramal Swasthya
• School Leadership Development Programme – PFEL tele-medicine services through its 30 centres, virtually
• Virtual Field Support – PFEL connects doctors to patients and reduces the need for
3. Have you done any impact assessment of your initiative? highly-skilled health workers where they are scarce. The
entity will also be launching 50 additional Telemedicine
Yes, impact assessments of key CSR initiatives is undertaken by centers with Government of Himachal Pradesh on World
PEL. These initiatives are intended to have large beneficiaries Health Day 2019.
and are aimed at serving the interests of community welfare.
The projects associated with healthcare are assessed for b) Community Outreach Programme (Mobile Health Services)
their outcomes based on beneficiary registrations, number This service aims at tackling barriers faced by rural people
of consultations provided and individual patient disease in accessing primary healthcare. Mobile medical vans
management provided by customised patient treatment. equipped with medical devices, medicines, Doctors,
Progress made in health education and the condition of the paramedics and health workers are frequently deployed
beneficiaries is gauged through healthy practices, increase in to remote rural and tribal villages that have no access to
number of institutional deliveries, visits made to health facility public healthcare. Resources are used to screen, make
centres which ultimately leads to decline in the Maternal referrals, mobilise and follow up treatment of patients
Mortality and Infant Mortality Rates (MMR and IMR) in the with risk of chronic diseases, maternal or child health
Strategic Overview
programme currently operates over 417 mobile medical with the identified patients through a dedicated helpline,
units across 14 states. These mobile health services are also and ensures support during cancer diagnosis and treatment
employed as CSR facilitation for a some public and private procedures. This also ensures a closure of the referral loop,
sector organisations such as Shriram Transport Finance and end-to-end cancer care to communities.
Company Limited (STFCL), Ujjivan Financial Bank Ltd., etc.
The delivery of services ensure the availability of quality e) Prerona – Integrated Healthcare Delivery Model
healthcare services for employees and their families who This initiative screens and offers validated healthcare
are in the vicinity of our major manufacturing sites. This services and specialist consultation through Mobile
programme also reaches out to the remotely located and Telemedicine in the Majuli (Jorhat) region of Assam where
isolated habitations in need of primary healthcare. the maternal and infant mortality rates are higher than the
rest of Assam. The programme seeks to provide remote
Statutory Reports
as trainings and capacity building, community based Helpline, Mother & Child Tracking Services, 1,097 HIV/AIDS
interventions for better engagement, awareness and Helpline, Community Outreach Programs through Mobile
education of local population. Medical Units among others.
d) DESH (Cancer Screening Programme) By seamlessly integrating with public health programmes,
D.E.S.H. Cancer Screening Programme creates awareness AMRIT can facilitate data sharing among various healthcare
and screens the community in Kamrup, Assam for oral, service providers and Government schemes like Ayushman
breast and cervical cancer. The programme is implemented Bharat, thereby enabling better and faster interventions
through mobile screening units, which are provided with and continuation of life-saving services. The quality of data
the best equipment, including a mammography unit and obtained helps in better tracking, analysis, projection and
are staffed by doctors, nurses and radiographers. Patients designing interventions. Moreover, it can be integrated
are screened and those who test ‘positive’ are treated. with mobile platforms and scaled up to serve secondary
Financial Statements
Tracking and follow-up of the treatment plan is also and tertiary health facilities. AMRIT paves the way for a
undertaken. Patients identified with cancer are referred to cost effective technology platform to manage complex
Cancer Institute for treatment. health data while providing available, accessible and
affordable healthcare to the masses.
Piramal Swasthya’s D.E.S.H. programme covers a population
of 15 lakh people in the rural remote villages of Kamrup. B] E ducation: PFEL has formed programmes that are intended
Community outreach, education & mobilisation, screening to meet the educational requirements of different sections
for cancer, referral and mobility for treatment at cancer of the community:
hospital, continuous tracking and follow-up are the key
Strategic Overview
and recording system. This has a robust mechanism to handle division. Our belief is that the success of the business depends
queries and complaints of the stakeholder. For the purpose on the need of our product by the customer or for the end
of delivering resolution within a defined Turn Around Time consumers.
(‘TAT’), an escalation matrix has been designed. The Customer
Relationship Model that we have developed is fundamentally Using NPS (Net Promoter Score) metrics, PEL has introduced
based on 2 approaches: a robust feedback mechanism which assists it in calculating
customer loyalty. It is distinctive and is one of the first in its
In-case of query: The Customer Care Associate (‘CCA’) is segment in CRAMS business.
equipped with a robust and effective FAQ arrangement in order
to address the query raised by the stakeholder. In the event that The CES (Customer Effort Score) is recorded which acts as an
the query is not a component of the FAQs, a validating response indicator of the effort taken by the customer in order to push
the matter through for resolution. A high CES score signifies that
Statutory Reports
We also conduct partner satisfaction surveys that are utilised for
3. Is there any case filed by any stakeholder against the Company internal purposes.
regarding unfair trade practices, irresponsible advertising
and/or anti-competitive behaviour during the last five years and With the purpose of resolving customer grievances on call,
pending as on end of financial year. If so, provide details thereof, technical issues such as understanding of the customer grievance,
in about 50 words or so. usage of correct language, listening to the grievance attentively as
well as joining calls on time are assessed to enhance the quality
There are no cases pending against PEL by any stakeholder of the interaction with our customers. Workshops on customer
regarding unfair trade practices, irresponsible advertising and/ centricity are organized for customer facing teams to embellish
or anti-competitive behavior as on March 31, 2019. their capabilities in managing an efficient grievance cell.
4. Did your Company carry out any consumer survey/consumer
Financial Statements
Standalone
Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . . . 194
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
Statement of Profit and Loss . . . . . . . . . . . . . . . . . . . . . . . . . 201
Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202
Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . 204
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 205
Form AOC-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274
Consolidated
Independent Auditor's Report. . . . . . . . . . . . . . . . . . . . . . . . 278
Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . 286
Consolidated Statement of Profit and Loss . . . . . . . . . . . . . 287
Consolidated Cash Flow Statement. . . . . . . . . . . . . . . . . . . . 288
Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . 290
Notes to Consolidated Financial Statements . . . . . . . . . . . . 292
INDEPENDENT AUDITOR’S REPORT
To The Members of
Piramal Enterprises Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Piramal Enterprises Limited (“the Company”), which comprise of the
Balance Sheet as at March 31, 2019, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement
and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory
information (hereinafter referred to as “the standalone financial statements”)
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements
give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,
as amended, (“Ind AS”), and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2019,
and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.
Sr.
Key Audit Matter Auditor’s Response
No.
1. Impairment of loan and investment portfolio in finance business – Carrying value of loans and investment: ` 4,579.74 Crores, Expected Credit Loss provisioning :
` 139.03 Crores [Refer to Note 2(a)(vii), 2b and 47(f) to the standalone financial statements]
The Company as part of its financial services segment offers long Principal audit procedures:
term and short term wholesale lending to various sectors. Loans and a) Assessed the reasonableness of the ECL model based on the parameters
investment portfolio in the finance business are measured at amortised developed by the Company for determining impairment loss.
cost less impairment allowance for losses. The Company applies the b) Evaluated the design of internal controls relating to the computation of ECL
expected credit loss model for recognising impairment loss. provision and the key assumptions (i.e. PD and LGD) rates and inputs used
therein.
The Company’s assessment of expected credit loss involves use of
c) Selected a sample of loan contracts and tested the operating effectiveness
judgements and estimates relating to probability of default (PD) and loss
of controls over computation of ECL provision and the key assumptions (i.e.
given default (LGD) rates used in computing the expected credit losses
PD and LGD rates) and inputs used therein through inspection of evidence of
(ECL) on loans and investments.
performance of these controls or independently re-performing the control.
d) Through a sample of loan contracts, determined adequacy of ECL provisioning
made.
2. Adoption of New Accounting Standard Ind AS 115: Revenue from contracts with customers relating to the pharmaceutical manufacturing and services [Refer to
Note 2a(xii) and 27 to the standalone financial statements]
The Company manufactures and sells a number of products and Principal audit procedures:
provides numerous services to its customers. The Company has a) Obtained an understanding of the various revenue streams and nature of sales
adopted the new accounting standard Ind AS 115 as at April 1, 2018 contracts entered into by the Company.
and accordingly has reviewed its sales contracts for determining the b) Evaluated the design of internal controls relating to identification of performance
principles for recognizing revenue in accordance with the new standard. obligations and determining timing of revenue recognition.
Some of the sales contracts contain various performance obligations c) Selected a sample of contracts and through inspection of evidence of
and management exercises judgement to determine timing of revenue performance of these controls, tested the operating effectiveness of the internal
recognition, i.e., over time or a point in time. controls relating to the identification of performance obligations and timing of
revenue recognition.
d) Selected a sample of contracts and reassessed contractual terms to determine
adherence to the requirements of the new accounting standard.
Statutory Reports
maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company • Evaluate the appropriateness of accounting policies used
and for preventing and detecting frauds and other irregularities; and the reasonableness of accounting estimates and related
selection and application of appropriate accounting policies; making disclosures made by the management.
judgments and estimates that are reasonable and prudent; and • Conclude on the appropriateness of management’s use of the
design, implementation and maintenance of adequate internal going concern basis of accounting and, based on the audit
financial controls, that were operating effectively for ensuring the evidence obtained, whether a material uncertainty exists
accuracy and completeness of the accounting records, relevant to the related to events or conditions that may cast significant doubt
preparation and presentation of the standalone financial statement on the Company’s ability to continue as a going concern. If we
that give a true and fair view and are free from material misstatement, conclude that a material uncertainty exists, we are required to
whether due to fraud or error. draw attention in our auditor’s report to the related disclosures
in the standalone financial statements or, if such disclosures
Financial Statements
In preparing the standalone financial statements, management is are inadequate, to modify our opinion. Our conclusions are
responsible for assessing the Company’s ability to continue as a going based on the audit evidence obtained up to the date of our
concern, disclosing, as applicable, matters related to going concern auditor’s report. However, future events or conditions may
and using the going concern basis of accounting unless management cause the Company to cease to continue as a going concern.
either intends to liquidate the Company or to cease operations, or has • Evaluate the overall presentation, structure and content of
no realistic alternative but to do so. the standalone financial statements, including the disclosures,
and whether the standalone financial statements represent
Those Board of Directors are also responsible for overseeing the the underlying transactions and events in a manner that
Company’s financial reporting process. achieves fair presentation.
Strategic Overview
Regulatory Requirements’ section of our report to the members of reliability of financial reporting and the preparation of financial
Piramal Enterprises Limited of even date) statements for external purposes in accordance with generally
Report on the Internal Financial Controls Over Financial accepted accounting principles. A company's internal financial control
Reporting under Clause (i) of Sub-section 3 of Section 143 of over financial reporting includes those policies and procedures that
the Companies Act, 2013 (“the Act”) (1) pertain to the maintenance of records that, in reasonable detail,
We have audited the internal financial controls over financial reporting accurately and fairly reflect the transactions and dispositions of
of Piramal Enterprises Limited (“the Company”) as of March 31, 2019 the assets of the company; (2) provide reasonable assurance that
in conjunction with our audit of the standalone financial statements transactions are recorded as necessary to permit preparation of
of the Company for the year ended on that date. financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are
Management’s Responsibility for Internal Financial Controls being made only in accordance with authorisations of management
Statutory Reports
Note require that we comply with ethical requirements and plan and control over financial reporting criteria established by the Company
perform the audit to obtain reasonable assurance about whether considering the essential components of internal control stated in the
adequate internal financial controls over financial reporting was Guidance Note on Audit of Internal Financial Controls Over Financial
established and maintained and if such controls operated effectively Reporting issued by the Institute of Chartered Accountants of India.
in all material respects. For Deloitte Haskins & Sells LLP
Chartered Accountants
Our audit involves performing procedures to obtain audit evidence (Firm Registration No. 117366W/W-100018)
about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of
internal financial controls over financial reporting included obtaining Rupen K. Bhatt
Partner
an understanding of internal financial controls over financial reporting,
Mumbai, April 26, 2019 (Membership No. 046930)
Financial Statements
assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error.
ANNEXURE “B” TO THE INDEPENDENT (b) The schedule of repayment of principal and payment of
interest has been stipulated and repayments or receipts
AUDITOR’S REPORT of principal amounts and interest have been regular as per
(Referred to in paragraph 2 under “Report on Other Legal and stipulations.
Regulatory Requirements” section of our report of even date to the (c) There is no overdue amount remaining outstanding as at the
Members of Piramal Enterprises Limited) balance sheet date.
(i) In respect of its property, plant and equipment:
(a) The Company has maintained proper records showing full (iv) In our opinion and according to the information and explanations
particulars, including quantitative details and situation of given to us, the Company has complied with the provisions of
property, plant and equipment. Sections 185 and 186 of the Companies Act, 2013 in respect of
(b) The Company has a program of verification of fixed assets grant of loans, making investments and providing guarantees and
to cover all the items in a phased manner over a period securities, as applicable.
of three years which, in our opinion, is reasonable having (v) According to the information and explanations given to us, the
regard to the size of the Company and the nature of its Company has not accepted any deposit during the year in terms
assets. Pursuant to the program, certain fixed assets were of provisions of Sections 73 to 76 or any other relevant provisions
physically verified by the Management during the year. of the Companies Act, 2013.
According to the information and explanation given to us, no
material discrepancies were noticed on physical verification (vi) The maintenance of cost records has been specified by the Central
of fixed assets. Government under Section 148(1) of the Companies Act, 2013
(c) According to the information and explanations given to in respect of its products. We have broadly reviewed the cost
us and the records examined by us and based on the records maintained by the Company pursuant to the Companies
examination of the registered sale deed / conveyance deed (cost records and audit) Rules, 2014 and amended Companies
/ confirmation from custodians/ Court Orders approving (cost records and audit) Amendment Rules, 2016 as prescribed by
scheme of arrangements/amalgamations provided to us, we the Central Government under sub-section (1) of Section 148 of
report that, the title deeds, comprising all the immovable the Companies Act, 2013, and are of the opinion that, prima facie,
properties of land and buildings, which are freehold are held the prescribed cost records have been made and maintained.
in the name of the Company as at the balance sheet date. We have, however, not made a detailed examination of the cost
records with a view to determine whether they are accurate or
(ii) As explained to us, the inventories excluding stocks with third complete.
parties were physically verified during the year by the Management
at reasonable intervals and no material discrepancies were (vii) According to the information and explanations given to us, in
noticed on physical verification. In respect of inventory lying with respect of statutory dues:
third parties, confirmations were obtained by management for (a) The Company has generally been regular in depositing
substantial portions of stocks held by them at the year-end. undisputed statutory dues, including Provident Fund,
Employees’ State Insurance, Income-tax, Goods and Service
(iii) According to the information and explanations given to us, the Tax, Customs Duty, Cess and other material statutory dues
Company has not granted any secured loans to companies, firms, applicable to it with the appropriate authorities.
or other parties covered in the Register maintained under Section (b) There were no undisputed amounts payable in respect of
189 of the Companies Act, 2013. In respect of unsecured loans to Provident Fund, Employees’ State Insurance, Income-tax,
companies covered in the Register maintained under Section 189 Customs Duty, Cess and other material statutory dues in
of the Companies Act,2013: arrears as at March 31, 2019 for a period of more than six
(a) The terms and conditions of the grant of such loans are, in months from the date they became payable.
our opinion, prima facie, not prejudicial to the Company’s (c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs
interest. Duty and Excise Duty which have not been deposited as at
March 31, 2019 on account of disputes are given below:
Strategic Overview
Income Tax Act 19611 Income Tax Appellate Authority upto A.Y. 2005-06, A.Y. 2010-11 and A.Y. 2012-13 2.05
Commissioner’s level
Central Excise Laws2 Excise Duty & Service Tax including High Court 2008-09 , 2009-10 7.66
interest and penalty, as applicable.
CESTAT 1996-97 to 2000-01, 2004-05 to 2015-16 14.65
Appellate Authority upto 1989-90, 1995-96, 1998-99 to 2000-01, 2003-04 4.68
Commissioner’s level to 2006-07, 2008-09 to 2017-18
Sales Tax Laws3 Sales Tax Tribunal 1990-91, 1995-96, 1997-98 to 3.21
2007-08, 2009-10, 2010-11
Appellate Authority upto 1998-99 to 2016-17, 2018-19 7.50
Commissioner’s level
Custom Laws4 Custom Duty CESTAT 2009-2010 to 2011-2012 1.56
(viii) In our opinion and according to the information and explanations (xiv) During the year the Company has not made any preferential
given to us, the Company has not defaulted in the repayment allotment or private placement of shares or fully or partly
of loans or borrowings to financial institutions, banks and convertible debentures and hence reporting under clause (xiv) of
government and dues to debenture holders. Companies (Auditor’s Report) Order, 2016 is not applicable to the
Company.
(ix) In our opinion and according to the information and explanations
given to us, money raised by way of rights issue of equity shares in (xv) In our opinion and according to the information and explanations
(x) To the best of our knowledge and according to the information (xvi) The Company is not required to be registered under Section 45-I
and explanations given to us, no fraud by the Company and no of the Reserve Bank of India Act, 1934.
material fraud on the Company by its officers or employees has
been noticed or reported during the year.
For Deloitte Haskins & Sells LLP
(xi) In our opinion and according to the information and explanations Chartered Accountants
Statutory Reports
given to us, the Company has paid /provided managerial (Firm Registration No. 117366W/W-100018)
remuneration in accordance with requisite approval mandated
by the provision of Section 197 read with Schedule V to the Rupen K. Bhatt
Companies Act, 2013. Partner
Mumbai, April 26, 2019 (Membership No. 046930)
(xii) The Company is not a Nidhi Company and hence reporting under
clause 3 (xii) of the Order is not applicable.
Current Assets
(a) Inventories 9 366.67 382.58
(b) Financial Assets:
(i) Investments 4 969.32 2,863.13
(ii) Trade Receivables 10 619.06 492.96
(iii) Cash & Cash Equivalents 11 23.39 521.94
(iv) Bank Balances Other Than (iii) above 12 41.69 32.88
(v) Loans 13 265.60 248.97
(vi) Other Financial Assets 14 328.58 2,247.64 133.38 4,293.26
(c) Other Current Assets 15 295.60 258.49
Total Current Assets 2,909.91 4,934.33
Liabilities
Non-Current Liabilities
(a) Financial Liabilities:
(i) Borrowings 18 4,619.83 4,011.56
(ii) Other Financial Liabilities 19 0.74 4,620.57 3.54 4,015.10
(b) Provisions 20 36.66 28.02
(c) Other Non-Current Liabilities 21 125.16 -
Total Non-Current Liabilities 4,782.39 4,043.12
Current Liabilities
(a) Financial Liabilities:
(i) Borrowings 22 6,616.19 7,979.17
(ii) Trade Payables
Total outstanding dues of Micro enterprises and small enterprises 6.61 4.47
Total outstanding dues of creditors other than Micro enterprises and small enterprises 558.19 539.10
(iii) Other Financial Liabilities 23 6,335.87 13,516.86 2,725.47 11,248.21
Strategic Overview
Revenue from operations 27 3,671.40 3,296.95
Other Income (Net) 28 446.32 639.79
Total Income 4,117.72 3,936.74
EXPENSES
Cost of materials consumed 29 767.27 809.73
Purchases of stock-in-trade 30 97.36 100.73
Changes in inventories of finished goods, work-in-progress and stock-in-trade 31 9.74 (24.84)
Excise Duty - 8.32
Employee benefits expense 32 405.45 442.72
Finance costs 33 1,496.61 989.55
Depreciation and amortization expense 3 131.18 111.58
Other expenses 34 713.73 745.50
Statutory Reports
The above Statement of Profit and Loss should be read in conjunction with the accompanying notes
Note:
* The exceptional item of provision of the Company's cost of equity investment in PHSA amounting to
` 1,287.96 Crores is non cash. Since profit considered for cash flow is before exceptional item, this item is reflected in
the cash flow. (Refer note 35)
** includes interest received ` 1,409.89 Crores (Previous year ` 1,232.27 Crores), Dividend Received ` 68.55 Crores
(Previous year ` 61.68 Crores) and interest paid during the year ` 1,027.16 Crores (Previous year
` 656.19 Crores) pertaining to financial services operations.
Strategic Overview
Payments for Purchase of Property Plant and Equipment / Intangible Assets (133.73) (391.17)
Proceeds from Sale of Property Plant and Equipment / Intangible Assets 0.21 1.19
Interest Received 159.21 264.49
Bank balances not considered as Cash and cash equivalents
- Fixed deposits placed (52.50) (241.65)
- Matured 60.50 245.65
Other Bank Balances (8.81) (3.91)
Loans to related parties (7,825.86) (2,467.22)
Dividend on Non Current Equity Instruments 61.25 -
Purchase of Equity Investments in subsidiaries and joint ventures (1,589.18) (1,811.80)
Sale of Equity Investments in subsidiaries - 1.03
Net Cash used in Investing Activities (9,328.91) (4,403.39)
C. CASH FLOW FROM FINANCING ACTIVITIES
Statutory Reports
(41.15) 457.87
Note:
1. During the year, the company had converted its ` 1,100 Crores of loan given to its wholly owned subsidiary, PHL Fininvest Private Limited
("Fininvest") into equity shares. (Refer Note 4).
2. During the year, the company had converted its ` 1,224.80 Crores of loan given to its wholly owned subsidiary, Piramal Holdings (Suisse) SA ("PHSA") into Class B Non-voting shares.
(Refer Note 4).
3. During the year, the company had converted its ` 27.64 Crores of loan (including interest) given to its wholly owned subsidiary, DRG Analytics & Insights Private Limited into equity
shares. (Refer Note 4).
4. During the previous year, the company had converted its ` 1,700 Crores of loan given to its wholly owned subsidiary, Piramal Finance Limited (formerly known as Piramal Finance Private
Limited) into equity shares. (Refer Note 4).
The above Statement of cash flows should be read in conjunction with the accompanying notes
Financial Statements
Balance as at April 01, 2017 - 2,358.39 3.69 61.73 655.79 5,798.55 3,903.63 0.13 1,606.18 14,388.09
Profit for the year - - - - - - 518.47 - - 518.47
Other Comprehensive Income / (Expense) - - - - - - (3.61) (0.13) 644.16 640.42
Total Comprehensive Income for the year - - - - - - 514.86 (0.13) 644.16 1,158.89
Transfer to Debenture Redemption Reserve - - - - 34.44 - (34.44) - - -
Issue of Compulsorily Convertible 4,357.77 - - - - - - - - 4,357.77
17
Debentures ("CCD")-Equity Component
Conversion of CCDs into Equity shares (0.05) - 60.14 - - - - - - 60.09
Rights Issue of Equity Shares - - 1,780.07 - - - - - - 1,780.07
Rights Issue Expenses - - (8.91) - - - - - - (8.91)
Dividends paid - - - - - - (362.38) - - (362.38)
Dividend Distribution Tax - - - - - - (72.82) - - (72.82)
Balance as at March 31, 2018 4,357.72 2,358.39 1,834.99 61.73 690.23 5,798.55 3,948.85 - 2,250.34 21,300.80
Balance as at April 01, 2018 4,357.72 2,358.39 1,834.99 61.73 690.23 5,798.55 3,948.85 - 2,250.34 21,300.80
Profit/(Loss) for the year - - - - - - (861.98) - - (861.98)
Other Comprehensive Income / (Expense) - - - - - - (1.97) 3.65 (528.74) (527.06)
Total Comprehensive Income/(Loss) for the year - - - - - - (863.95) 3.65 (528.74) (1,389.04)
Conversion of Compulsorily Convertible (998.01) - 1,111.77 - - - - - - 113.76
Debentures into Equity Shares (net of transaction
cost) (Refer Note 52(a)) 17
Rights Issue of Equity Shares (Refer Note 52(b)) - - 2.69 - - - - - - 2.69
Expenses incurred on conversion of - - (1.27) - - - - - - (1.27)
Compulsorily Convertible Debentures
Transfer to Debenture Redemption Reserve - - - - 826.65 - (826.65) - - -
Dividends paid - - - - - - (451.50) - - (451.50)
Dividend Distribution Tax - - - - - - (91.27) - - (91.27)
Balance as at March 31, 2019 3,359.71 2,358.39 2,948.18 61.73 1,516.88 5,798.55 1,715.48 3.65 1,721.60 19,484.17
Strategic Overview
Pharmaceuticals, Healthcare Insights & Analytics and Financial
Services.
Historical Cost convention
In Pharmaceuticals, through an end-to-end manufacturing The standalone financial statements have been prepared
capabilities across its manufacturing facilities and a large on the historical cost basis except for certain financial
global distribution network, the Company sells a portfolio of instruments and plan assets of defined benefit plans, which
niche differentiated pharmaceutical products and provides an are measured at fair value.
entire pool of pharmaceutical services (including in the areas
of injectable, HPAPI etc.). The Company is also strengthening its ii) New and amended IND AS standards that are
presence in the Consumer Product segment in India. effective from the current year
The Company has applied the following standards and
In Financial Services, Group provides comprehensive financing amendments for the first time for the annual reporting
Statutory Reports
biotech and medical technology companies and enables them to over which the group has control. The Company controls
take informed business decisions. an entity when the company is exposed to, or has rights to,
variable returns from its involvement with the entity and has
PEL is a public limited Company incorporated and domiciled in the ability to affect those returns through its power to direct
India and has its registered office at Mumbai, India. It is listed on the relevant activities of the entity.
the BSE Limited and the National Stock Exchange of India Limited
in India." Associates:
An associate is an entity over which the Company has
2A. SIGNIFICANT ACCOUNTING POLICIES significant influence. Significant influence is the power to
i) Basis of preparation of financial statements participate in the financial and operating policy decisions of
the investee but is not control or joint control over those
Financial Statements
Strategic Overview
of the cash generating unit to which the asset belongs is less categories into which the group classifies its debt instruments:
than its carrying amount, the carrying amount is reduced to its
recoverable amount. The reduction is treated as an impairment Amortised cost
loss and is recognised in the Statement of Profit and Loss. If at Assets that are held for collection of contractual cash flows
the Balance Sheet date there is an indication that a previously where those cash flows represent solely payments of principal
assessed impairment loss no longer exists or may have decreased, and interest are measured at amortised cost. A gain or loss on
the recoverable amount is reassessed and the asset is reflected a debt investment that is subsequently measured at amortised
at the recoverable amount. cost and is not part of a hedging relationship is recognised in
profit or loss when the asset is derecognised or impaired. Interest
vii) Financial instruments income from these financial assets is included in finance income
Financial assets and financial liabilities are recognised when the using the effective interest rate method. Subsequently, these are
Financial assets and financial liabilities are initially measured Fair value through other comprehensive income (FVTOCI)
at fair value. Transaction costs that are directly attributable to Assets that are held for collection of contractual cash flows
the acquisition or issue of financial assets and financial liabilities and for selling the financial assets, where the assets’ cash
(other than financial assets and financial liabilities at fair value flows represent solely payments of principal and interest, are
through profit or loss) are added to or deducted from the fair measured at fair value through other comprehensive income
value of the financial assets or financial liabilities, as appropriate, (FVTOCI). Movements in the carrying amount are taken through
on initial recognition. Transaction costs directly attributable to OCI, except for the recognition of impairment gains or losses,
the acquisition of financial assets or financial liabilities at fair interest revenue and foreign exchange gains and losses which are
value through profit or loss are recognised immediately in profit
Statutory Reports
through other comprehensive income, or through profit or recognised in the statement of profit and loss and presented net
loss), and in the statement of profit and loss within other gains/(losses) in
• those measured at amortised cost. the period in which it arises. Interest income from these financial
assets is included in other income.
The classification depends on the entity’s business model for
managing the financial assets and the contractual terms of the Equity instruments
cash flows. The Company subsequently measures all equity investments at
fair value. Where the Company’s management has elected to
Subsequent Measurement present fair value gains and losses on equity investments in other
For assets measured at fair value, gains and losses will either comprehensive income, there is no subsequent reclassification on
be recorded in profit or loss or other comprehensive income. decrecognition of fair value gains and losses to the statement of
For investments in debt instruments, this will depend on the
Financial Statements
Strategic Overview
Financial liabilities that are not held-for-trading and are not
designated as at FVTPL are measured at amortised cost. The Derivatives and hedging activities
carrying amounts of financial liabilities that are subsequently Derivatives are initially recognised at fair value on the date a
measured at amortised cost are determined based on the derivative contract is entered into and are subsequently re-
effective interest method. measured to their fair value at the end of each reporting period.
The effective interest method is a method of calculating the The accounting for subsequent changes in fair value depends on
amortised cost of a financial liability and of allocating interest whether the derivative is designated as a hedging instrument,
expense over the relevant period. The effective interest rate is and if so, the nature of the item being hedged and the type of
the rate that exactly discounts estimated future cash payments hedge relationship designated.
(including all fees paid or received that form an integral part of The full fair value of a hedging derivative is classified as a non-
the effective interest rate, transaction costs and other premiums
Foreign exchange gains and losses (ii) Derivatives that are not designated as hedges:
For financial liabilities that are denominated in a foreign currency The group enters into certain derivative contracts to hedge
and are measured at amortised cost at the end of each reporting risks which are not designated as hedges. Such contracts are
period, the foreign exchange gains and losses are determined accounted for at fair value through profit or loss.
based on the amortised cost of the instruments
Embedded derivatives
Financial Guarantee Contracts Derivatives embedded in a host contract that is an asset within
Financial guarantee contracts are recognised as a financial the scope of Ind AS 109 are not separated. Financial assets with
Statutory Reports
liability at the time the guarantee is issued. The liability is embedded derivatives are considered in their entirety when
initially measured at fair value and subsequently at the higher of determining whether their cash flows are solely payment of
the amount determined in accordance with Ind AS 37 and the principal and interest.
amount initially recognised less cumulative amortisation, where
appropriate. Derivatives embedded in all other host contract are separated
only if the economic characteristics and risks of the embedded
The fair value of financial guarantees is determined as the present derivative are not closely related to the economic characteristics
value of the difference in net cash flows between the contractual and risks of the host and are measured at fair value through
payments under the debt instrument and the payments that profit or loss. Embedded derivatives closely related to the host
would be required without the guarantee, or the estimated contracts are not separated.
amount that would be payable to a third party for assuming the
obligations. Offsetting Financial Instruments
Financial Statements
Financial Assets and Liabilities are offset and the net amount is
Where guarantees in relation to loans or other payables of reflected in the balance sheet where there is a legally enforceable
subsidiaries are provided for no compensation, the fair values are right to offset the recognised amounts and there is an intention
accounted for as contributions and recognised as part of the cost to settle the liability simultaneously. The legally enforceable right
of the investment. must not be contingent on future events and must be enforceable
in the normal course of business and in the event of default,
Derecognition of financial liabilities insolvency or bankruptcy of the Company or counterparty.
The Company derecognises financial liabilities when, and only
when, the Company’s obligations are discharged, cancelled
Strategic Overview
be required to settle the obligation and there is a reliable estimate exchange prevailing at the dates of the transactions. Foreign
of the amount of the obligation. When a provision is measured exchange gains and losses resulting from the settlement of such
using the cash flows estimated to settle the present obligation, its transactions and from the translation of monetary assets and
carrying amount is the present value of those cash flows (when liabilities denominated in foreign currencies at year end exchange
the effect of the time value of money is material). The discount rates are generally recognised in the statement of profit and loss.
rate used to determine the present value is a pre-tax rate that Non-monetary items carried at fair value that are denominated
reflects current market assessments of the time value of money in foreign currencies are translated at the rates prevailing at the
and the risks specific to the liability. The increase in the provision date when the fair value was determined. Non-monetary items
due to the passage of time is recognised as interest expense. that are measured in terms of historical cost in a foreign currency
are not retranslated.
Contingent liabilities are disclosed when there is a possible
Statutory Reports
in which services are rendered. In case of fixed price contracts, inflationary cost increases."
the customer pays a fixed amount based on the payment
schedule and the Company recognises revenue on the basis of xvi) Taxes on Income
input method. If the services rendered by the Company exceed Tax expense for the period, comprising current tax and deferred
the payment, a Contract asset (Unbilled Revenue) is recognised. tax, are included in the determination of the net profit or loss for
If the payments exceed the services rendered, a contract liability the period. Current tax is measured at the amount expected to
(Deferred Revenue and Advance from Customers) is recognised. be paid to the tax authorities in accordance with the Income Tax
Act, 1961.
If the contracts involve time-based billing, revenue is recognised
in the amount to which the Company has a right to invoice. Deferred tax is recognised on temporary differences between
the carrying amounts of assets and liabilities in the separate
Interest: Interest income from a financial asset is recognised financial statements and the corresponding tax bases used in the
Financial Statements
when it is probable that the economic benefits will flow to the computation of taxable profit. Deferred tax liabilities are generally
Company and the amount of income can be measured reliably. recognised for all taxable temporary differences. Deferred tax
Interest income is accrued on a time basis, by reference to the assets are generally recognised for all deductible temporary
amortised cost and at the effective interest rate applicable. differences to the extent that it is probable that taxable profits
Dividend: Dividend income from investments is recognised when will be available against which those deductible temporary
the shareholder's right to receive payment has been established differences can be utilised. Such deferred tax assets and liabilities
(provided that it is probable that the economic benefits will flow are not recognised if the temporary difference arises from the
to the Company and the amount of income can be measured initial recognition (other than in a business combination) of
reliably). assets and liabilities in a transaction that affects neither the
Current tax assets and current tax liabilities are offset when there Notification of new standard Ind AS 116
is a legally enforceable right to set off the recognised amounts On March 30, 2019, Ministry of Corporate Affairs has notified
and there is an intention to settle the asset and the liability on a Ind AS 116, Leases. Ind AS 116 will replace the existing leases
net basis. Deferred tax assets and deferred tax liabilities are offset Standard, Ind AS 17 Leases, and related Interpretations.
when there is a legally enforceable right to set off assets against The Standard sets out the principles for the recognition,
liabilities representing current tax and where the deferred tax measurement, presentation and disclosure of leases for both
assets and the deferred tax liabilities relate to taxes on income parties to a contract i.e., the lessee and the lessor. Ind AS 116
levied by the same governing taxation laws. introduces a single lessee accounting model and requires a
lessee to recognize assets and liabilities for all leases with a term
xvii) Cash and Cash Equivalents of more than 12 months, unless the underlying asset is of low
In the cash flow statement, cash and cash equivalents includes value. Currently, operating lease expenses are charged to the
cash on hand, demand deposits with banks, other short-term statement of profit & loss. The Standard also contains enhanced
highly liquid investments with original maturities of three months disclosure requirements for lessees. Ind AS 116 substantially
or less that are readily convertible to known amounts of cash and carries forward the lessor accounting requirements in Ind AS 17.
which are subject to an insignificant risk of changes in value, and
bank overdrafts. Bank overdrafts are shown within borrowings in Amendments to Ind AS 19, Employee Benefits:
current liabilities in the balance sheet. On March 30, 2019, Ministry of Corporate Affairs has issued
amendment to Ind AS 19, 'Employee Benefits'. The amendment
xviii) Borrowing Costs clarifies the accounting for defined benefit plans on plan
General and specific borrowing costs directly attributable amendment, curtailment and settlement and specifies how
to acquisition or construction of qualifying assets (i.e. those companies should determine pension expenses when changes to
Property Plant & Equipments which necessarily take a substantial a defined benefit pension plan occur. The amendments require a
period of time to get ready for their intended use) are capitalised. company to use the updated assumptions from remeasurement to
Other borrowing costs are recognised as an expense in the period determine current service cost and net interest for the remainder
in which they are incurred. of the reporting period after the change to the plan. Currently,
Ind AS 19 did not specify how to determine these expenses for
xix) Segment Reporting the period after the change to the plan. The amendments are
The Chairman of the Company has been identified as the Chief expected to provide useful information to users of financial
Operating Decision Maker (CODM) as defined by Ind AS 108, statements by requiring the use of updated assumptions.
“Operating Segments”.
Amendment to Ind AS 12, Income Taxes:
Operating segments are reported in a manner consistent with On March 30, 2019, Ministry of Corporate Affairs has issued
the internal reporting provided to the CODM. The accounting amendment to Ind AS 12, 'Income Taxes'. Appendix C to Ind AS
policies adopted for segment reporting are in conformity with
Strategic Overview
annual periods beginning on or after 1 April 2019. On transition, determining the impairment loss in line with Expected Credit loss
a company may apply the standard retrospectively, by restating model have been detailed in Note 47f.
the comparatives (i.e. period beginning 1 April 2018), if this is
possible without the use of hindsight, or apply it prospectively Impairment loss in Investments carried at cost:
by adjusting equity on the initial application, without adjusting The Company conducts impairment reviews of investments in
comparatives. subsidiaries / associates / joint arrangements whenever events
or changes in circumstances indicate that their carrying amounts
Effective date for application of this new standard and may not be recoverable or tests for impairment annually.
amendments is annual period beginning on or after April 01, 2019. Determining whether an asset is impaired requires an estimation
The Company is evaluating the requirements of the aforesaid of the recoverable amount, which requires the Company to
new standard and amendments and its effect on the financial estimate the value in use which base on future cash flows and a
Statutory Reports
taxable income in making this assessment. The amount of the
value for financial reporting purposes. In estimating the fair value deferred tax assets considered realizable, however, could be
of an asset and liability, the company uses market observable reduced in the near term if estimates of future taxable income
data to the extent it is available. When Level 1 inputs are not during the carry-forward period are reduced.
available, the company engages third party qualified external
values to establish the appropriate valuation techniques and Defined benefit plans:
inputs to the valuation model. The cost of the defined benefit plans and the present value of
Information about the valuation techniques and inputs used in the defined benefit obligation are based on actuarial valuation
determining the fair value of various assets and liabilities are using the projected unit credit method. An actuarial valuation
disclosed in Note 51. involves making various assumptions that may differ from actual
developments in the future. These include the determination of
the discount rate, future salary increases and mortality rates.
Financial Statements
214
(` in Crores)
GROSS CARRYING AMOUNT ACCUMULATED DEPRECIATION / AMORTISATION NET CARRYING AMOUNT
Particulars As at As at As at
NOTES
Computer Software 36.18 2.32 0.02 38.48 13.42 5.95 0.02 19.35 19.13 22.76
INTANGIBLE ASSETS
(INTERNALLY GENERATED)
Product Know-how 2.32 - 2.32 0.57 0.19 - 0.76 1.56 1.75
Total (II) 507.80 2.32 0.02 510.10 82.40 39.52 0.02 121.90 388.20 425.40
Grand Total (I+II) 2,086.58 148.16 1.74 2,233.00 279.39 131.18 1.20 409.37 1,823.63 1,807.19
* Material Intangible Assets as on March 31, 2019:
# Depreciation for the year ended March 31, 2019 includes depreciation amounting to ` 9.81 Crores (Previous Year ` 9.77 Crores) on assets used for Research and Development locations at Ennore and Mumbai.
+ Certain Brands are in the process of being registered in the name of the Company, for which the necessary application has been made with trade mark registry.
^ The Company has a 25% share in joint ownership of Helicopter
Refer Note 40 for the assets mortgaged as security against borrowings.
Refer Note 37B for the contractual capital commitments for purchase of Property, Plant & Equipment
During the year ended March 31, 2018, the Company has acquired brands of Digiplex, Digemax, Decaplex and Digeplus from Shreya Lifesciences Private Limited for a consideration of ` 103.50 Crores (inclusive of transactions cost and Goods and
Service Tax).
3. PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS
(` in Crores)
GROSS CARRYING AMOUNT ACCUMULATED DEPRECIATION / AMORTISATION NET CARRYING AMOUNT
For the As at As at
NOTES
property rights
Computer Software 30.46 5.72 - 36.18 7.58 5.84 - 13.42 22.76 22.88
INTANGIBLE ASSETS
(INTERNALLY GENERATED)
Product Know-how 2.32 - - 2.32 0.38 0.19 - 0.57 1.75 1.94
Total (II) 409.38 98.42 - 507.80 47.10 35.30 - 82.40 425.40 362.28
Grand Total (I+II) 1,246.36 847.46 7.24 2,086.58 171.56 111.58 3.75 279.39 1,807.19 1,074.80
+ Certain Brands are in the process of being registered in the name of the Company, for which the necessary application has been made with trade mark registry.
^ The Company has a 25% share in joint ownership of Helicopter
4. INVESTMENTS
Investments - Non Current:
As at March 31, 2019 As at March 31, 2018
Particulars Face Value Face Value
Quantity Rupees (unless (` in Crores) Quantity Rupees (unless (` in Crores)
stated otherwise) stated otherwise)
Investments in Equity Instruments (fully paid
up, unless otherwise stated):
A. In Subsidiaries (Unquoted) - At cost:
i. Piramal International 1,025,000 1 USD - 1,025,000 1 USD -
ii. PHL Fininvest Private Limited @@ 359,555,471 10 2,607.17 6,726,052 10 7.17
iii. Piramal Holdings (Suisse) SA @@@
Class A shares 21,000,000 CHF 1 106.70 21,000 1000 CHF 106.70
Class B shares (Non Voting) 174,171,431 CHF 1 1,224.80 -
Add: Capital Contribution (Guarantee) 8.88 8.88
Less: Impairment Provision (Refer note 35) 1,287.96 52.42 - 115.58
iv. Piramal Healthcare Inc. 100,000 1 55.67 100,000 1 55.67
Add: Capital Contribution (Guarantee) 30.77 86.44 30.77 86.44
v. Piramal Systems and Technologies Private Limited 4,500,000 10 4.50 4,500,000 10 4.50
vi. Piramal Dutch Holdings N.V. 203,189,531 EUR 1 1,390.54 203,189,531 EUR 1 1,390.54
vii. PEL Finhold Private Limited 10,000 10 0.01 10,000 10 0.01
viii. Piramal Fund Management Private Limited 190,000 10 108.26 190,000 10 108.26
ix. Piramal Investment Advisory Services Private Limited 2,700,000 10 2.70 2,700,000 10 2.70
x. DRG Holdco Inc. 7,150 USD 1000 47.85 7,150 USD 1000 47.85
xi. Piramal Consumer Products Private Limited 14,520,380 10 14.52 20,000 10 0.02
Add: Additional Investment-Shares not yet allotted 0.05 14.57
xii. Piramal Healthcare UK Limited (Capital - 1.06 - 1.06
Contribution - Guarantee)
xiii. Piramal Healthcare Canada Limited(Capital - 2.21 - 2.21
Contribution - Guarantee)
xiv. Piramal Dutch IM Holdco B.V. 20,000,000 EUR 1 143.49 20,000,000 EUR 1 143.49
xv. PEL Pharma Inc. 1,005 USD 1000 6.54 1,005 USD 1000 6.54
xvi. Piramal Capital and Housing Finance Limited 18,044,517,320 10 6,496.64 - - 6,496.64
(formerly known as Piramal Housing Finance
Limited)@
xvii. Searchlight Health Private Limited 11,433,749 10 32.47 11,433,749 10 32.47
xviii. DRG Analytics & Insights Private Limited@@@@ 33,007 10 27.64 - -
xix. Piramal Asset Management Private Limited 10,000 10 0.01 - -
xx. Piramal Securities Limited 20,000,000 10 20.00 - -
11,044.52 8,445.48
B. In Joint Ventures (Unquoted) - At Cost:
i. Convergence Chemicals Private Limited 35,705,100 10 35.71 35,705,100 10 35.71
ii. India Resurgence ARC Private Limited (formerly known 51,000,000 10 51.00 1,000,000 10 1.00
as Piramal Assets Reconstruction Private Limited)**
iii. India Resurgence Asset Management Business 15,000,000 10 15.00 5,000,000 10 5.00
Private Limited (formerly known as PEL Asset
Resurgence Advisory Private Limited)***
Add: Additional Investment-Shares not yet allotted - - - 5.25
Total 15,000,000 15.00 5,000,000 10.25
iv. Shrilekha Business Consultancy Private Limited 62,234,605 1 2,146.16 62,234,605 1 2,146.16
2,247.87 2,193.12
C. In Associates :
Quoted - At Cost:
i. Piramal Phytocare Limited 4,550,000 10 4.55 4,550,000 10 4.55
4.55 4.55
Unquoted - At Cost:
i. Allergan India Private Limited 3,920,000 10 3.92 3,920,000 10 3.92
ii. Shriram Capital Limited 1,000 1 0.01 1,000 1 0.01
3.93 3.93
D. Other Bodies Corporate:
Quoted - At FVTOCI:
i. Shriram City Union Finance Limited (Face Value 6,579,840 10 1,217.41 6,579,840 10 1,402.53
of ` 10 each)
ii. Shriram Transport Finance Company Limited 22,600,000 100 2,886.93 22,600,000 100 3,253.50
(Face Value of ` 10 each)
4,104.34 4,656.03
Unquoted - At FVTPL:
i. TCP Limited 470 * 470 *
- -
Strategic Overview
As at March 31, 2019 As at March 31, 2018
Particulars Face Value Face Value
Quantity Rupees (unless (` in Crores) Quantity Rupees (unless (` in Crores)
stated otherwise) stated otherwise)
Investments in Preference Shares (fully paid up):
A. In Subsidiaries (Unquoted):
Optionally Convertible Participative Preference
Shares - at FVTPL
Piramal Fund Management Private Limited 115,000 100 115.00 115,000 100 129.83
115.00 129.83
Investment in Debentures (Refer Note below):
A. In Subsidiaries (Unquoted):
Optionally Convertible Debentures - At FVTPL
Piramal Systems & Technologies Private Limited 360 1,000,000 54.80 360 1,000,000 65.09
54.80 65.09
Statutory Reports
on April 6, 2018 and filed with the Registrar of Companies on May 23, 2018, the effective date.
As per the scheme,
a) equity shareholders of PFL are to be allotted 483 fully paid up equity shares of ` 10/- each of PHFL to be issued for every 100 equity shares of ` 10/- each held by them in PFL.
Fractional entitlements, if any, to the shares will be rounded off to the nearest whole number.
b) equity shareholders of PFL are to be allotted 1 fully paid up equity shares of ` 10/- each of PHFL to be issued for every 5 equity shares of ` 2/- each held by them in PCL. Fractional
entitlements, if any, to the shares will be rounded off to the nearest whole number.
As a result of above scheme, a total of 18,044,517,320 shares were alloted during the year which were pending allotment as on March 31, 2018.
Subsequent to amalgamation, name of merged company was changed to Piramal Capital and Housing Finance Limited w.e.f. June 12, 2018.
@@
During the year, the company converted its loan to PHL Fininvest Private Limited ("Fininvest") into shares resulting into allotment of 149,273,985 equity shares of ` 10 each at ` 73.69
per share in Fininvest to the Company.
@@@
uring the year, the company converted its loan to Piramal Holdings (Suisse) SA ("PHSA") into shares resulting into allotment of 174,171,431 Class B Non-voting shares of CHF 1 each
D
at par in PHSA to the Company.
@@@@
uring the year, the company converted its loan (including interest) to DRG Analytics & Insights Private Limited into shares resulting into allotment of 33,007 equity shares of ` 10
D
Financial Statements
each at ` 8,374 per share in DRG Analytics & Insights Private Limited to the Company.
** India Resurgence ARC Private Limited (formerly known as Piramal Assets Reconstruction Private Limited) was a wholly owned subsidiary of the Company till July 18, 2017. On July 19,
2017, the Company has entered into a Joint Venture agreement with Bain Capital Credit India Investments (a company existing under the laws of the Republic of Mauritius) to sell its
50% stake in India Resurgence ARC Private Limited to the latter. The contractual arrangement states that the Company and the other shareholder shall nominate one director each to
the board in addition to the two independent directors. For any meeting of the board, the quorum shall be two directors provided that one director from each party is present. This
gives both the parties a joint control over India Resurgence ARC Private Limited.
Hence, the investment in India Resurgence ARC Private Limited is considered as investment in Joint Venture."
*** India Resurgence Asset Management Business Private Limited (formerly known as PEL Asset Resurgence Advisory Private Limited) was a wholly owned subsidiary of the Company till
February 6, 2018. On February 7, 2018, the Company has entered into a Joint Venture agreement with Bain Capital Mauritius (a private limited company incorporated in Mauritius) to
sell its 50% stake in India Resurgence Asset Management Business Private Limited to the latter. The contractual arrangement states that the Company and the other shareholder shall
nominate one director each to the board in addition to the two independent directors. For any meeting of the board, the quorum shall be two directors provided that one director
from each party is present. This gives both the parties a joint control over India Resurgence Asset Management Business Private Limited. Hence the investment in India Resurgence
Asset Management Business Private Limited is considered as investment in Joint Venture.
(` in Crores)
As at March 31, As at March 31,
Particulars
2019 2018
Aggregate market value of quoted investments
- Non-Current 4,121.10 5,323.74
- Current 761.41 1,164.59
Aggregate carrying value of quoted investments (Gross)
- Non-Current 4,108.89 5,311.61
- Current 761.41 1,164.59
Aggregate carrying value of unquoted investments (Gross)
- Non-Current 19,313.34 15,630.84
- Current 214.39 1,712.39
Aggregate amount of impairment in value of investments 1,379.35 88.85
Refer Note 40 for Investments mortgaged as security against borrowings.
DETAILS OF INVESTMENTS:
(i) Financial Assets carried at Cost
Investments in Equity Instruments of Subsidiaries 11,044.52 8,445.48
Investments in Equity Instruments of Joint Ventures 2,247.87 2,193.12
Investments in Equity Instruments of Associates 8.48 8.48
Investments in Alternative Investment Fund 292.76 12.62
13,593.63 10,659.70
(ii) Financial assets carried at fair value through profit or loss (FVTPL)
Preference Shares 115.00 129.83
Mutual Funds - 1,151.09
Debentures 816.21 729.62
Alternative Investment Fund 43.90 25.00
975.11 2,035.54
(iii) Financial assets carried at amortised cost
Debentures 4,345.60 6,379.31
4,345.60 6,379.31
(iv) Financial assets measured at FVTOCI
Equity instruments - Equity Shares 4,104.34 4,656.03
4,104.34 4,656.03
Total 23,018.68 23,730.58
Strategic Overview
(a) Deferred Tax Assets on account of temporary differences :
- Provision for assets of financial services 45.67 51.01
- Other Provisions 7.96 7.34
- Unused Tax Credit / losses 421.74 391.47
- Amortisation of expenses which are allowed in current year 0.32 1.45
- Expenses that are allowed on payment basis 58.52 49.78
- Measurement of financial assets at amortised cost/fair value 0.83 -
- Deferred Revenue 58.47 -
- Effect of recognition of lease rent expense on straight line basis 1.24 1.99
594.75 503.04
(b) Deferred Tax Liabilities on account of temporary differences :
- Property, Plant and Equipment and Intangible Assets (234.81) (205.43)
- Measurement of financial assets at amortised cost/fair value - (15.85)
6. LOANS - NON-CURRENT
(` in Crores)
As at March 31, 2019 As at March 31, 2018
AT AMORTISED COST:
Statutory Reports
Total 10,333.38 8,393.58
fulfilment of Conditions precedent for each tranche of investment. In the current year, this amount is transferred to Other Financial Asset -Current.
9. INVENTORIES
(` in Crores)
As at March 31, As at March 31,
2019 2018
Raw and Packing Materials 139.19 148.66
[includes in transit of ` 0.31 Crores as on March 31, 2019, (Previous year ` 0.33 Crores)]
Work-in-Progress 142.56 128.11
Finished Goods 33.52 56.81
Stock-in-trade 30.05 30.95
Stores and Spares 21.35 18.05
Total 366.67 382.58
Note:
1. Refer Note 40 for the inventories hypothecated as security against borrowings.
2. The cost of inventories recognised as an expense during the year was ` 916.85 Crores (Previous year ` 938.08 Crores).
3. The cost of inventories recognised as an expense includes ` 2.05 Crores (Previous year reversal of ` 0.02 Crores) in respect of write downs of inventory to net realisable value and a
reversal of ` 1.34 Crores (Previous year reversal of ` 0.14 Crores) in respect of provisions for slow moving/non moving/expired/near expiry products.
The credit period on sale of goods generally ranges from 7 to 150 days.
The Company has a documented Credit Risk Management Policy for its Pharmaceuticals Manufacturing and Services business. For every new
customer (except established large pharma companies), Company performs a credit rating check using an external credit agency. If a customer
clears the credit rating check, the credit limit for that customer is derived using internally documented scoring systems. The credit limits for all
the customers are reviewed on an ongoing basis.
Of the Trade Receivables balance as at March 31, 2019 of ` 646.58 Crores (as at March 31, 2018 of ` 520.07 Crores), the top 3 customers of the
Company represent the balance of ` 235.60 Crores as at March 31, 2019 (as at March 31, 2018 - ` 124.04 Crores). There were two customers
(Previous year : One customer) who represent more than 5% of total balance of Trade Receivables.
The Company has used a practical expedient by computing the expected credit loss allowance for External Trade Receivables based on a
provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information. The
expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix. The
provision matrix at the end of the reporting period is as follows:
(` in Crores)
Ageing of Expected credit loss March 31, 2019 March 31, 2018
(` in Crores)
Ageing of receivables March 31, 2019 March 31, 2018
Strategic Overview
At the end of the reporting period, the carrying amount of the trade receivables that have been transferred but have not been de-recognized
amounted to ` 0.79 Crores (Previous year ` 1.56 Crores) and the carrying value of associated liability is ` 0.79 Crores (Previous year ` 1.56
Crores) (Refer Note 22).
(` in Crores)
Year ended March Year ended March
Movement in Expected Credit Loss Allowance:
31, 2019 31, 2018
Balance at the beginning of the year 27.11 21.64
Less: Amounts written off - (2.66)
Add: Net Movement in expected credit loss allowance on trade receivables 0.41 8.13
calculated at lifetime expected credit losses
Balance at the end of the year 27.52 27.11
Fixed Deposit amounting to ` Nil (Previous year ` 148.00 Crores) represents balance held with bank from Right Issue proceeds pending
utilisation. Except this, there are no repatriation restrictions with regard to Cash and Cash Equivalents as at the end of the reporting period and
prior periods.
Statutory Reports
26.40 18.40
ii. Margin Money 15.29 14.48
Total 41.69 32.88
Note: Bank balance of ` 0.55 Crores represents Rights Issue proceeds pending utilisation kept in Escrow account (previous year ` Nil).
Strategic Overview
Equity Shares allotted as fully paid-up pursuant to merger of PHL Holdings Private Limited into the Company 2013-14 84,092,879
Statutory Reports
Securities Premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the Provisions of the Act
CAPITAL REDEMPTION RESERVE
At the beginning of the year 61.73 61.73
Add: Transferred during the year - -
61.73 61.73
This reserve was created as per requirements of Companies Act pursuant to buyback of equity shares and redemption of preference shares.
DEBENTURE REDEMPTION RESERVE
At the beginning of the year 690.23 655.79
Add: Transfer during the year 826.65 34.44
1,516.88 690.23
The Debenture redemption reserve is created as per the requirements of Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014. The amount
represents 25% of the amount payable on redemption of debentures.
Financial Statements
(` in Crores)
As at March 31, 2019 As at March 31, 2018
GENERAL RESERVE
At the beginning of the year 5,798.55 5,798.55
Add: Transfer during the year - -
5,798.55 5,798.55
1,721.60 2,250.34
The Company has elected to recognise changes in the fair value of certain investments in equity securities in Other Comprehensive Income. These changes are
accumulated within the FVTOCI equity investments reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant
equity securities are derecognised.
3.65 -
The Company uses hedging instruments as part of its management of foreign currency risk associated with its Foreign Currency Non-repatriable loans and for
forecasted sales. Amounts recognised in cash flow hedging reserve is reclassified to Statement of Profit and Loss when the hedged items affect the statement of Profit
and Loss. To the extent these hedges are effective, the change in the fair value of hedging instrument is recognised in the Cash Flow Hedging Reserve.
4.18 -
RETAINED EARNINGS
At the beginning of the year 3,948.85 3,903.63
Add: Profit/ (Loss) for the year (861.98) 518.47
Less: Remeasurement of Post Employment Benefit Obligations (net of tax) 1.97 3.61
Less: Transfer to Debenture Redemption Reserve 826.65 34.44
Less : Dividends paid (including Dividend Distribution Tax) 542.77 435.20
1,715.48 3,948.85
Total 19,488.35 21,300.80
On July 31, 2018, a Dividend of ` 25 per equity share (total dividend of ` 451.50 Crores and dividend distribution tax of ` 91.27 Crores) was paid to holders of fully paid
equity shares.
On April 26, 2019, a Dividend of ` 28 per equity share (Face value of ` 2/- each) amounting to ` 557.92 Crores (Dividend Distribution Tax thereon of ` 114.68 Crores)
has been recommended by the Board of Directors which is subject to approval of the Shareholders. The amounts calculated are based on the number of shares likely to
be entitled for dividend as estimated on April 26, 2019.
Strategic Overview
(` in Crores)
Principal Principal
Nature of Security Terms of repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
Hypothecation of all movable properties of the Company i.e. plant Repayment in 5 Half Yearly installments of ` 40 80.00 160.00
and machinery (excluding Current Assets and Intangible Assets) Crores each commencing 24 months after the first
both present and future at the below locations:(a) Pithampur, disbursement.
Madhya Pradesh (b) Ennore, Chennai (c ) Digwal Village, Medak
District, Telangana (d) Mahad District Raigad, Maharashtra and
the Equitable Mortgage on the immovable properties, both Lease
Hold and Free Hold of the Company, both present and future at
the below locations: (a) Pithampur, Madhya Pradesh (b) Mahad
District Raigad, Maharashtra. The charge will be on pari-passu
Statutory Reports
business, minimum fixed asset Cover of 1.15 x.
First Pari Passu charge on the underlying assets / fixed assets of Total Tenor of 24 months from date of first drawdown 500.00 -
the Company, with a minimum fixed assets cover 1.10 x. repayable in 1st year of Q3 & Q4 each - 5%, in the
2nd year of Q1 - 5%, Q2 and Q3 each - 10%,
and Q4 - 65%
First Pari Passu charge on all the movable properties of the Bullet Repayment, Total tenor of 13 months from 50.00 -
Company i.e Plant and Machinery (excluding Current Assets date of first drawdown.
and Intangible Assets), both present and future, at the below
locations:(a) Pithampur, Madhya Pradesh (b) Ennore, Chennai
(c) Digwal Village, Medak District, Andhra Pradesh (d) Mahad,
District Raigad, Maharashtra. First Pari Passu charge on Company's
immovable properties at (a) Pithampur, Madhya Pradesh and (b)
Mahad, District Raigad, Maharashtra. First Pari Passu charge by way
Financial Statements
(` in Crores)
Principal Principal
Outstanding Outstanding
Particulars Nature of Security Terms of Repayment
as at March as at March
Strategic Overview
31, 2019 31, 2018
500 (Previous Year : 500) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 50 Crores is 50.00 50.00
annually) 7.90% Secured Rated over the identified Receivables and a first ranking Pari redeemable at par at the end
Listed Redeemable Non Convertible Passu mortgage over specifically mortgaged premises or of 1096 days from the date of
Debentures of ` 1,000,000 each such other property as may be identified by the company allotment
as set out in the Debenture Trust deed and the Deed of
Hypothecation
400 (Previous Year : 400) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 40 Crores is 40.00 40.00
annually) 7.90% Secured Rated over the identified Receivables and a first ranking Pari redeemable at par at the end
Listed Redeemable Non Convertible Passu mortgage over specifically mortgaged premises or of 1096 days from the date of
Debentures of ` 1,000,000 each such other property as may be identified by the company allotment
as set out in the Debenture Trust deed and the Deed of
Hypothecation
Statutory Reports
Listed Redeemable Non Convertible mortgage over specifically mortgaged premises or such of 1096 days from the date of
Debentures of ` 1,000,000 each other property as may be identified by the company as set allotment
out in the Debenture Trust deed cum Deed of Mortgage
and the Deed of Hypothecation
250 (Previous Year : 250) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 25 Crores is 25.00 25.00
annually) 7.90% Secured Rated over the identified Receivables and a first ranking Pari Passu redeemable at par at the end
Listed Redeemable Non Convertible mortgage over specifically mortgaged premises or such of 1096 days from the date of
Debentures of ` 1,000,000 each other property as may be identified by the company as set allotment
out in the Debenture Trust deed cum Deed of Mortgage
and the Deed of Hypothecation
200 (Previous Year : 200) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 20 Crores is 20.00 20.00
annually) 7.90% Secured Rated over the identified Receivables and a first ranking Pari Passu redeemable at par at the end
Listed Redeemable Non Convertible mortgage over specifically mortgaged premises or such of 1096 days from the date of
Financial Statements
Debentures of ` 1,000,000 each other property as may be identified by the company as set allotment
out in the Debenture Trust deed cum Deed of Mortgage
and the Deed of Hypothecation
5,000 (Previous Year : NIL) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 500 Crores is 500.00 -
monthly) 9.00% Secured Rated over the Receivables and a first ranking Pari Passu mortgage redeemable at par at the end of
Listed Redeemable Non Convertible over specifically mortgaged premises or such other 547 days from the date of allotment
Debentures of ` 1,000,000 each property as may be identified by the company as set out in
the Debenture Trust deed and the Deed of Hypothecation
(` in Crores)
Principal Principal
Outstanding Outstanding
Particulars Nature of Security Terms of Repayment
as at March as at March
31, 2019 31, 2018
5,000 (Previous Year : NIL) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 500 Crores is 500.00 -
monthly) 9.00% Secured Rated over the Receivables and a first ranking Pari Passu mortgage redeemable at par at the end of
Listed Redeemable Non Convertible over specifically mortgaged premises or such other 546 days from the date of allotment
Debentures of ` 1,000,000 each property as may be identified by the company and set out
in the Debenture Trust deed and Deed of Hypothecation.
The Company shall maintain security cover of at least one
times of the entire redemption amount throughout the
tenure of the NCDs.
1,500 (Previous Year : NIL) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 150 Crores is 150.00 -
at maturity) 10.1383% Secured Rated over the identified Receivables and a first ranking Pari redeemable at par at the end of
Listed Redeemable Non Convertible Passu mortgage over specifically mortgaged premises or 390 days from the date of allotment
Debentures of ` 1,000,000 each such other property as may be identified by the company
as set out in the Debenture Trust deed and Deed of
Hypothecation
2,500 (Previous Year : NIL) (payable A first ranking exclusive charge by way of hypothecation The amount of ` 250 Crores is 250.00 -
monthly) 9.50% Secured Rated over Hypothecated assets held by the Security provider. redeemable at par at the end of
Listed Redeemable Non Convertible In addition, a guarantee is being provided by the Security 372 days from the date of allotment
Debentures of ` 1,000,000 each provider in favour of the Debenture Trustee. Security
Provider is PHL Fininvest Private Limited (PHL Fininvest
Private Limited is a subsidiary of the Company).
7,500 (Previous Year : NIL) (payable A first ranking exclusive charge by way of hypothecation The amount of ` 750 Crores is 750.00 -
monthly) 9.50% Secured Rated over Hypothecated assets held by the Security provider. redeemable at par at the end of
Listed Redeemable Non Convertible In addition, a guarantee is being provided by the Security 371 days from the date of allotment
Debentures of ` 1,000,000 each provider in favour of the Debenture Trustee. Security
Provider is PHL Fininvest Private Limited (PHL Fininvest
Private Limited is a subsidiary of the Company).
5,000 (Previous Year : NIL) (payable A first ranking exclusive charge by way of hypothecation The amount of ` 500 Crores is 500.00 -
monthly) 9.50% Secured Rated over Hypothecated assets held by the Security provider. redeemable at par at the end of
Listed Redeemable Non Convertible In addition, a guarantee is being provided by the Security 371 days from the date of allotment
Debentures of ` 1,000,000 each provider in favour of the Debenture Trustee. Security
Provider is PHL Fininvest Private Limited (PHL Fininvest
Private Limited is a subsidiary of the Company).
1,500 (Previous Year : NIL) (payable A first ranking exclusive charge by way of hypothecation The amount of ` 150 Crores is 150.00 -
monthly) 9.50% Secured Rated over Hypothecated assets held by the Security provider. redeemable at par at the end of
Listed Redeemable Non Convertible In addition, a guarantee is being provided by the Security 368 days from the date of allotment
Debentures of ` 1,000,000 each provider in favour of the Debenture Trustee. Security
Provider is PHL Fininvest Private Limited (PHL Fininvest
Private Limited is a subsidiary of the Company).
577 (Previous Year : NIL) (payable Secured by (i) a first ranking pledge over some of the The amount of ` 57.70 Crores is 57.70 -
monthly) 9.30% Secured Rated Securities held by the Company and its affiliates ; and (ii) redeemable at par at the end of
Listed Redeemable Non Convertible a first ranking charge by way of hypothecation over the 365 days from the date of allotment
Debentures of ` 1,000,000 each receivables from such securities held by the Company and
its affiliates.
150 (Previous Year : 150) (payable Secured by a First Pari Passu mortgage over specifically The amount of ` 15 Crores is 15.00 15.00
annually) 9.38% Secured Rated Mortgaged Premises and a first Pari Passu hypothecation redeemable at par at the end
Listed Redeemable Non Convertible over portions of specific identified Receivables as set out in of 1109 days from the date of
Debentures of ` 1,000,000 each the Debenture Trust Deed and the Deed of Hypothecation. allotment.
2,000 (Previous Year : 2,000) Secured by a First Pari Passu mortgage over specifically The amount of ` 200 Crores is 200.00 200.00
(payable annually) 9.38% Secured Mortgaged Premises and a first Pari Passu hypothecation redeemable at par at the end
Rated Listed Redeemable Non over portions of specific identified Receivables as set out in of 1095 days from the date of
Convertible Debentures of the Debenture Trust Deed and the Deed of Hypothecation. allotment .
` 1,000,000 each
1,500 (Previous Year : 1,500) Secured by a First Pari Passu mortgage over specifically The amount of ` 150 Crores is 150.00 150.00
(payable annually) 9.45% Secured Mortgaged Premises and a first Pari Passu hypothecation redeemable at the end of 1090 days
Rated Listed Redeemable Non over portions of specific identified Receivables as set out in from the date of allotment.
Convertible Debentures of the Debenture Trust Deed and the Deed of Hypothecation.
` 1,000,000 each *
(` in Crores)
Principal Principal
Outstanding Outstanding
Particulars Nature of Security Terms of Repayment
as at March as at March
Strategic Overview
31, 2019 31, 2018
500 (Previous Year : 1,500) (payable Secured by a First Pari Passu mortgage over specifically Option I - ` 50 Crores is redeemable 50.00 150.00
annually) 9.45% Secured Rated Mortgaged Premises and a first Pari Passu hypothecation at par at the end of 1092 days from
Listed Redeemable Non Convertible over portions of specific identified Receivables as set out in the date of allotment and Option
Debentures of ` 1,000,000 each the Debenture Trust Deed and the Deed of Hypothecation. II - ` 100 Crores is redeemable at par
at the end of 1107 days from the date
of allotment.
2,000 (Previous Year : 2,000) Secured through a First Pari Passu charge by hypothecation The amount of ` 200 Crores is 200.00 200.00
(payable annually) 8.13% Secured over the identified Receivables and a first ranking Pari redeemable at par at the end of
Rated Listed Redeemable Non Passu mortgage over specifically mortgaged premises or 730 days from the date of allotment
Convertible Debentures of such other property as may be identified by the company
` 1,000,000 each as set out in the Debenture Trust deed and Deed of
Hypothecation
Statutory Reports
Listed Redeemable Non Convertible over portions of specific identified Receivables as set out in of 1093 days from the date of
Debentures of ` 1,000,000 each the Debenture Trust Deed and the Deed of Hypothecation. allotment
250 (Previous Year : 250) (payable Secured by a First Pari Passu mortgage over specifically The amount of ` 25 Crores is 25.00 25.00
annually) 9.57% Secured Rated Mortgaged Premises and a first Pari Passu hypothecation redeemable at par at the end
Listed Redeemable Non Convertible over portions of specific identified Receivables as set out in of 1093 days from the date of
Debentures of ` 1,000,000 each the Debenture Trust Deed and the Deed of Hypothecation. allotment
3,000 (Previous Year : 3,000) Secured through a First Pari Passu charge by hypothecation The amount of ` 300 Crores is 300.00 300.00
(payable annually) 8.13% Secured over the identified Receivables and a first ranking Pari redeemable at par at the end of
Rated Listed Redeemable Non Passu mortgage over specifically mortgaged premises or 730 days from the date of allotment
Convertible Debentures of such other property as may be identified by the company
` 1,000,000 each ** as set out in the Debenture Trust deed and Deed of
Hypothecation
Financial Statements
2,000 (Previous Year : 2,000) Secured through a First Pari Passu charge by hypothecation The amount of ` 200 Crores is 200.00 200.00
(payable annually) 8.13% Secured over the identified Receivables and a first ranking Pari redeemable at par at the end of
Rated Listed Redeemable Non Passu mortgage over specifically mortgaged premises or 730 days from the date of allotment
Convertible Debentures of such other property as may be identified by the company
` 1,000,000 each as set out in the Debenture Trust deed and Deed of
Hypothecation
1,000 (Previous Year : 1,000) Secured through a First Pari Passu charge by hypothecation The amount of ` 100 Crores is 100.00 100.00
(payable annually) 8.13% Secured over the identified Receivables and a first ranking Pari Passu redeemable at par at the end of
Rated Listed Redeemable Non mortgage over specifically mortgaged premises or such other 730 days from the date of allotment
Convertible Debentures of property as may be identified by the company as set out in the
` 1,000,000 each Debenture Trust deed and Deed of Hypothecation
(` in Crores)
Principal Principal
Outstanding Outstanding
Particulars Nature of Security Terms of Repayment
as at March as at March
31, 2019 31, 2018
2,000 (Previous Year : 2,000) Secured through a First Pari Passu charge by hypothecation The amount of ` 200 Crores is 200.00 200.00
(payable annually) 8.15% Secured over the identified Receivables and a first ranking Pari redeemable at par at the end of
Rated Listed Redeemable Non Passu mortgage over specifically mortgaged premises or 729 days from the date of allotment
Convertible Debentures of such other property as may be identified by the company
` 1,000,000 each ** as set out in the Debenture Trust deed and Deed of
Hypothecation
1,350 (Previous Year : 1,350) Secured through a First Pari Passu charge by hypothecation The amount of ` 135 Crores is 135.00 135.00
(payable annually) 8.15% Secured over the identified Receivables and a first ranking Pari redeemable at par at the end of
Rated Listed Redeemable Non Passu mortgage over specifically mortgaged premises or 729 days from the date of allotment
Convertible Debentures of such other property as may be identified by the company
` 1,000,000 each as set out in the Debenture Trust deed and Deed of
Hypothecation
850 (Previous Year : 850) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 85 Crores is 85.00 85.00
annually) 8.15% Secured Rated over the identified Receivables and a first ranking Pari redeemable at par at the end of
Listed Redeemable Non Convertible Passu mortgage over specifically mortgaged premises or 729 days from the date of allotment
Debentures of ` 1,000,000 each such other property as may be identified by the company
as set out in the Debenture Trust deed and Deed of
Hypothecation
500 (Previous Year : 500) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 50 Crores is 50.00 50.00
annually) 8.15% Secured Rated over the identified Receivables and a first ranking Pari redeemable at par at the end of
Listed Redeemable Non Convertible Passu mortgage over specifically mortgaged premises or 729 days from the date of allotment
Debentures of ` 1,000,000 each such other property as may be identified by the company
as set out in the Debenture Trust deed and Deed of
Hypothecation
500 (Previous Year : 500) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 50 Crores is 50.00 50.00
annually) 8.15% Secured Rated over the identified Receivables and a first ranking Pari redeemable at par at the end of
Listed Redeemable Non Convertible Passu mortgage over specifically mortgaged premises or 729 days from the date of allotment
Debentures of ` 1,000,000 each such other property as may be identified by the company
as set out in the Debenture Trust deed and Deed of
Hypothecation
250 (Previous Year : 250) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 25 Crores is 25.00 25.00
annually) 8.15% Secured Rated over the identified Receivables and a first ranking Pari redeemable at par at the end of
Listed Redeemable Non Convertible Passu mortgage over specifically mortgaged premises or 729 days from the date of allotment
Debentures of ` 1,000,000 each such other property as may be identified by the company
as set out in the Debenture Trust deed and Deed of
Hypothecation
150 (Previous Year : 150) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 15 Crores is 15.00 15.00
annually) 8.15% Secured Rated over the identified Receivables and a first ranking Pari redeemable at par at the end of
Listed Redeemable Non Convertible Passu mortgage over specifically mortgaged premises or 729 days from the date of allotment
Debentures of ` 1,000,000 each such other property as may be identified by the company
as set out in the Debenture Trust deed and Deed of
Hypothecation
1,500 (Previous Year : 1,500) Secured by a First Pari Passu mortgage over specifically Series I - The amount of ` 150 150.00 150.00
(payable annually) 9.45% Secured Mortgaged Premises and a first Pari Passu hypothecation Crores is redeemable at par at the
Rated Listed Redeemable Non over portions of specific identified Receivables as set out in end of 1050 days from the date of
Convertible Debentures of the Debenture Trust Deed and the Deed of Hypothecation. allotment.
` 1,000,000 each
5,900 (Previous Year : NIL) (payable Secured by (i) A first ranking exclusive pledge over the The amount of ` 161.97 Crores 581.19 -
monthly) 9.70% Secured Rated securities held by the security provider.(ii) A first ranking is redeemable at par within the
Listed Redeemable Non Convertible pari-passu charge by way of hypothecation over the first year in different tranches,
Debentures of ` 1,000,000 each Hypothecated properties of the Company (iii) A first the amount of ` 13.78 Crores is
ranking exclusive charge by way of hypothecation over the redeemable at par in the second year
hypothecated properties of the Security provider. Security in different tranches, the amount of
Provider is PHL Fininvest Private Limited (PHL Fininvest ` 405.45 Crores is redeemable at par
Private Limited is a subsidiary of the Company). in the third year in different tranches
from the date of allotment.
1,000 (Previous Year : 1,000) Secured through a First Pari Passu charge by hypothecation The amount of ` 100 Crores is 100.00 100.00
(payable at maturity) 9.264% over specific identified Receivables and a first ranking Pari redeemable at par at the end of
Secured Rated Listed Redeemable Passu mortgage over specifically mortgaged premises or 970 days from the date of allotment
Non Convertible Debentures of such other property as may be identified by the company
` 1,000,000 each as set out in the Debenture Trust deed and Deed of
Hypothecation
(` in Crores)
Principal Principal
Outstanding Outstanding
Particulars Nature of Security Terms of Repayment
as at March as at March
Strategic Overview
31, 2019 31, 2018
200 (Previous Year : 200) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 20 Crores is 20.00 20.00
annually) 9.267% Secured Rated over specific identified Receivables and a first ranking Pari redeemable at par at the end of
Listed Redeemable Non Convertible Passu mortgage over specifically mortgaged premises or 962 days from the date of allotment
Debentures of ` 1,000,000 each such other property as may be identified by the company
as set out in the Debenture Trust deed and Deed of
Hypothecation
100 (Previous Year : 100) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 10 Crores is 10.00 10.00
annually) 9.267% Secured Rated over specific identified Receivables and a first ranking Pari redeemable at par at the end of
Listed Redeemable Non Convertible Passu mortgage over specifically mortgaged premises or 963 days from the date of allotment
Debentures of ` 1,000,000 each such other property as may be identified by the company
as set out in the Debenture Trust deed and Deed of
Hypothecation
Statutory Reports
Listed Redeemable Non Convertible over portions of specific identified Receivables as set out in 729 days from the date of allotment
Debentures of ` 1,000,000 each the Debenture Trust Deed and the Deed of Hypothecation. (Current Year Outstanding : NIL
) and Option II - ` 50 Crores is
redeemable at par at the end
of 1094 days from the date of
allotment
NIL (Previous Year : 1,000) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 100 Crores is - 100.00
annually) 9.25% Secured Rated over specific identified Receivables and a first ranking Pari redeemable at par at the end of
Listed Redeemable Non Convertible Passu mortgage over specifically mortgaged premises or 728 days from the date of allotment
Debentures of ` 1,000,000 each such other property as may be identified by the company
as set out in the Debenture Trust deed and Deed of
Hypothecation
NIL (Previous Year : 500) (payable Secured through a First Pari Passu charge by hypothecation The amount of ` 50 Crores is - 50.00
Financial Statements
annually) 8.95% Secured Rated over specific identified Receivables and a first ranking Pari redeemable at par at the end of
Listed Redeemable Non Convertible Passu mortgage over specifically mortgaged premises or 646 days from the date of allotment
Debentures of ` 1,000,000 each such other property as may be identified by the company
as set out in the Debenture Trust deed and Deed of
Hypothecation
* Includes amount of ` 135.50 Crores purchased by PHL Fininvest Private Limited from secondary market.
** Includes amount of ` 275.00 Crores and ` 90.00 Crores purchased by Piramal Capital & Housing Finance Limited from secondary market.
The coupon rate for the above debentures are in the range of 7.60 % to 10.18 % per annum (Previous Year : 7.60 % to 9.75 % per annum).
Refer Note 40 for assets hypothecated/mortgaged as securities against the Secured Borrowings.
Strategic Overview
Provision for employee benefits (Refer Note 38) 36.66 28.02
Total 36.66 28.02
Note:
Description of loan Terms of repayment Rate of Interest
SECURED LOANS:
Working capital Demand Loan* At Call 8.25 % to 10.75 % per annum
Statutory Reports
Overdraft with banks* At Call 7.95 % to 12.80 % per annum
Others (PCFC)* At Call 2.82 % to 3.90 % per annum
Collaterized Debt Obligations* By the end of credit period 2.82 % to 3.90 % per annum
UNSECURED LOANS:
Commercial Papers Repayable within 365 days from date of disbursement 6.85 % to 9.05 % per annum
Loans from Banks (Repayable on demand) Repayable within 365 days from date of disbursement 8.00 % to 12.00 % per annum
Financial Statements
Current maturities of long-term debt (Refer Note 18 & 39) 6,238.07 2,609.76
Unclaimed Dividend (Refer Note below) 21.64 18.37
Employee related liabilities 64.74 89.37
Capital Creditors 4.75 3.84
Lease Equalisation 2.80 2.11
Security Deposits Received 3.33 2.02
Other payables 0.54 -
Total 6,335.87 2,725.47
Note: There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at the current and previous year end.
Strategic Overview
2019 2018
Provision for Income Tax [Net of Advance Tax of ` 72.02 Crores (Previous year ` 71.47 Crores)] 70.76 7.29
Total 70.76 7.29
Statutory Reports
A. REVENUE FROM CONTRACTS WITH CUSTOMERS
Sale of products 1,818.24 1,738.64
Sale of Services 292.15 247.66
2,110.39 1,986.30
B. INCOME OF FINANCING ACTIVITIES
Interest income on instruments measured at amortised cost 1,315.82 1,103.73
Facility Fees Income from group companies 18.92 -
Income on instruments mandatorily measured at FVTPL 94.07 102.25
Dividend income on instruments designated at FVTOCI (Refer Note below) 36.70 35.39
Dividend income from Associate / JV 23.34 15.87
Others 0.90 1.81
1,489.75 1,259.05
3,600.14
Financial Statements
3,245.35
Other operating revenues:
-Processing Charges Received 0.21 1.17
-Miscellaneous Income 71.05 50.43
71.26 51.60
Pharmaceuticals
(` in Crores)
Revenue by product line/ timing of transfer of goods/ services At Point in time Over time
Global Pharma 1,484.24 292.15
Over the counter products 334.00 -
Total 1,818.24 292.15
Strategic Overview
Year Ended Year Ended
March 31, 2019 March 31, 2018
OPENING STOCKS:
Work-in-Progress 128.11 129.35
Finished Goods 56.81 36.40
Stock-in-trade 30.95 28.39
Less : Excise Duty - 3.11
215.87 191.03
CLOSING STOCKS:
Work-in-Progress 142.56 128.11
Finished Goods 33.52 56.81
Stock-in-trade 30.05 30.95
During the year, the Company has capitalized borrowing costs of ` Nil (Previous year ` 22.44 Crores) relating to projects, included in Capital
Work in Progress. The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest
rate applicable to the Company’s general borrowings during the year, in this case Nil (Previous year 8.75%).
Statutory Reports
Financial Statements
In June 2018, the Company's wholly owned subsidiary, Piramal Holdings (Suisse) SA (referred to as "PHSA") sold its entire ownership interest
in its wholly owned subsidiary Piramal Imaging SA. Consequently, the Company's cost of equity investment in PHSA amounting to ` 1,287.96
Crores have been provided for.
Strategic Overview
March 31, 2019 March 31, 2018
Fair Valuation of Equity Investments (528.74) 644.16
Remeasurement of post-employment benefit obligations (Refer Note 38) (1.97) (3.61)
Deferred gains / (losses) on cash flow hedge 3.65 (0.13)
TOTAL (527.06) 640.42
2 Others
i. Appeals filed in respect of disputed demands:
Income Tax
- where the Company is in appeal 624.79 716.01
- where the Department is in appeal 225.30 145.99
Sales Tax 16.11 16.10
Central / State Excise / Service Tax / Custom 33.50 28.94
Labour Matters 0.29 0.21
Stamp Duty 4.00 4.00
Statutory Reports
Brief description of the Plans:
Other Long Term Employee Benefit Obligations:
Leave Encashment, which are expected to be availed or encashed beyond 12 months from the end of the year are treated as
other long term employee benefits. The Company’s liability is actuarially determined (using the Projected Unit Credit method)
at the end of each year. Actuarial losses/ gains are recognised in the Statement of Profit and Loss in the year in which they arise.
Long Term Service Awards are recognised as a liability at the present value of the defined benefit obligation as at the balance sheet date.
The Company’s Gratuity Plan is administered by an insurer and the investments are made in various schemes of the trust. The Company
funds the plan on a periodical basis.
These plans typically expose the Group to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
Investment risk
The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields
at the end of the reporting period on government bonds. Plan investment is a mix of investments in government securities, equity, mutual
funds and other debt instruments.
Interest risk
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the
plan’s debt investments.
Longevity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants
both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an
increase in the salary of the plan participants will increase the plan’s liability.
The gratuity plan is a funded plan and the Company makes contributions to trust administered by the Company. The Company does not
fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected
gratuity payments. In respect of certain employees, Provident Fund contributions are made to a trust administered by the Company. The
contributions made to the trust are recognised as plan assets. Plan assets in the Provident Fund trust are governed by local regulations,
including limits on contributions in each class of investments.
The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows
arising from the employee benefit obligations, with the objective that assets of the gratuity / provident fund obligations match the benefit
payments as they fall due. Investments are well diversified, such that the failure of any single investment would not have a material impact
on the overall level of assets.
A large portion of assets consists of government and corporate bonds, although the Company also invests in equities, cash and mutual
funds. The plan asset mix is in compliance with the requirements of the regulations in case of Provident fund.
I. Charge to the Statement of Profit and Loss based on Defined Contribution Plans:
(` in Crores)
Year Ended March Year Ended March
Particulars
31, 2019 31, 2018
Employer’s contribution to Regional Provident Fund Office 1.16 1.02
Employer’s contribution to Superannuation Fund 0.29 0.34
Employer’s contribution to Employees’ State Insurance 0.92 0.85
Employer’s contribution to Employees’ Pension Scheme 1995 4.53 4.34
Included in Contribution to Provident and Other Funds and R&D Expenses (Refer Note 32 and 34)
Strategic Overview
(Funded)
Particulars Gratuity Provident Fund
Year Ended March 31, Year Ended March 31,
2019 2018 2019 2018
Present Value of Defined Benefit Obligation as at beginning of the year 52.59 45.50 211.59 181.39
Interest Cost 4.10 3.23 18.04 15.92
Current Service Cost 3.84 3.52 11.35 10.57
Past Contributions from employer - - - -
Contributions from plan participants - - 17.57 16.26
Liability Transferred In for Employees Joined 0.43 - 5.60 5.81
Liability Transferred Out for Employees left (0.74) (0.32) - -
Benefits Paid from the fund (3.38) (3.67) (30.49) (18.36)
Statutory Reports
Particulars Gratuity Provident Fund
As at March 31, As at March 31,
2019 2018 2019 2018
Present Value of Defined Benefit Obligation as at the end of the year 59.68 52.59 233.66 211.59
Fair Value of Plan Assets as at end of the year 25.01 26.34 233.66 211.59
Net Liability/(Asset) recognised in the Balance Sheet (Refer Note 20 and 25) 34.67 26.25 - -
Recognised under:
Non Current provision (Refer Note 20) 34.67 26.25 - -
Current provision (Refer Note 25) - - - -
The Provident Fund has a surplus that is not recognised on the basis that future economic benefits are not available to the Company in the form
of a reduction in future contributions or a cash refund due to local regulations.
Financial Statements
The Company has no legal obligation to settle the deficit in the funded plan (Gratuity), if any, with an immediate contribution or additional one
off contributions.
E. Expenses Recognized in the Other Comprehensive Income (OCI) for Current Year
(` in Crores)
Gratuity
Particulars Year ended March 31,
2019 2018
Actuarial (Gains)/Losses on Obligation for the Period - Due to changes in demographic assumptions - -
Actuarial (Gains)/Losses on Obligation for the Period - Due to changes in financial assumptions 0.45 (0.83)
Actuarial (Gains)/Losses on Obligation for the Period - Due to experience adjustment 2.39 5.16
Return on Plan Assets, Excluding Interest Income 0.18 1.19
Change in Asset Ceiling - -
Net (Income)/Expense for the Period Recognized in OCI 3.02 5.52
The expected rate of return on plan assets is based on market expectations at the beginning of the year. The rate of return on long-term
government bonds is taken as reference for this purpose.
In case of certain employees, the Provident Fund contribution is made to a Trust administered by the Company. In terms of the Guidance note
issued by the Institute of Actuaries of India, the actuary has provided a valuation of Provident fund liability based on the assumptions listed
above and determined that there is no shortfall at the end of each reporting period.
G. Movements in the present value of net defined benefit obligation are as follows:
(` in Crores)
Gratuity
Particulars As at March 31,
2019 2018
Opening Net Liability 26.25 16.37
Expenses Recognized in Statement of Profit or Loss 5.89 4.68
Expenses Recognized in OCI 3.02 5.52
Net Liability/(Asset) Transfer In 0.43 -
Net (Liability)/Asset Transfer Out (0.74) (0.32)
Benefit Paid Directly by the Employer - -
Employer's Contribution (0.18) -
Net Liability/(Asset) Recognized in the Balance Sheet 34.67 26.25
Strategic Overview
Particulars As at March 31, As at March 31,
2019 2018 2019 2018
Government of India Assets (Central & State) 6.55 8.48 95.29 86.49
Public Sector Unit Bonds - - 23.96 34.55
Corporate Bonds 14.50 13.68 66.24 48.95
Fixed Deposits under Special Deposit Schemes of Central Government* 1.39 1.05 27.99 27.87
Equity Shares of Listed Entities / Mutual Funds 2.53 3.09 16.03 11.00
Others* 0.05 0.04 4.15 2.73
Total 25.02 26.34 233.66 211.59
* Except these, all the other investments are quoted.
I. Other Details
The Company’s Gratuity Plan is administered by an insurer and the Investments are made in various schemes of the trust. The Company funds
the plan on a periodical basis.
Statutory Reports
In case of certain employees, Provident fund is administered through an in-house trust. Periodic contributions to the trust are invested in
various instruments considering the return, maturity, safety, etc., within the overall ambit of the Provident Fund Trust Rules and investment
pattern notified through the Ministry of Labour investment guidelines for exempted provident funds.
Weighted average duration of the defined benefit obligation is 7 years (Previous year 7 years)
K. Sensitivity Analysis
(` in Crores)
Gratuity
Projected Benefit Obligation As at March 31,
2019 2018
Financial Statements
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant
factors, such as supply and demand in the employment market.
The liability for Leave Encashment (Non – Funded) as at year end is ` 37.82 Crores (Previous year ` 34.98 Crores)
The liability for Long term Service Awards (Non – Funded) as at year end is ` 2.36 Crores (Previous year ` 2.12 Crores)
B. Subsidiaries
The Subsidiary companies including step down subsidiaries :
Proportion of
Principal Place of Ownership
Name of the Company
Business interest held as at
March 31, 2019
PHL Fininvest Private Limited (PHL Fininvest) India 100%
Searchlight Health Private Limited India 51%
Piramal International Mauritius 100%
Piramal Holdings (Suisse) SA (Piramal Holdings) Switzerland 100%
Piramal Imaging SA@@ Switzerland -
Piramal Imaging GmbH @@ Germany -
Piramal Imaging Limited@@ U.K. -
Piramal Critical Care Italia, S.P.A** Italy 100%
Piramal Critical Care Deutschland GmbH** Germany 100%
Piramal Critical Care Limited ** U.K. 100%
Piramal Healthcare (Canada) Limited ** (Piramal Healthcare, Canada) Canada 100%
Piramal Critical Care B.V. ** Netherlands 100%
Piramal Pharma Solutions B.V. ** (w.e.f. October 26, 2018) Netherlands 100%
Piramal Critical Care Pty. Ltd. ** Australia 100%
Piramal Healthcare UK Limited ** (Piramal Healthcare UK) U.K. 100%
Piramal Healthcare Pension Trustees Limited** U.K. 100%
Piramal Critical Care South Africa (Pty) Ltd ** South Africa 100%
Piramal Dutch Holdings N.V. Netherlands 100%
Piramal Healthcare Inc. ** U.S.A 100%
Piramal Critical Care, Inc. ** (PCCI) U.S.A 100%
Piramal Pharma Inc.** U.S.A 100%
Piramal Pharma Solutions Inc.** (Piramal Pharma Solutions) U.S.A 100%
PEL Pharma Inc.** U.S.A 100%
Ash Stevens LLC ** (Ash Stevens) U.S.A 100%
DRG Holdco Inc. $ U.S.A 100%
Piramal IPP Holdings LLC $ U.S.A 100%
Decision Resources Inc. $ U.S.A 100%
Decision Resources International, Inc. $ U.S.A 100%
DR/Decision Resources, LLC $ U.S.A 100%
Millennium Research Group Inc. $ Canada 100%
Decision Resources Group Asia Ltd $ Hong Kong 100%
244 Piramal Enterprises Limited
NOTES
to financial statements for the Year ended March 31, 2019
Proportion of
Principal Place of Ownership
Name of the Company
Business interest held as at
March 31, 2019
Strategic Overview
DRG UK Holdco Limited $ U.K. 100%
Decision Resources Group UK Limited $ U.K. 100%
Sigmatic Limited $ U.K. 100%
Activate Networks Inc. $ (merged with Decision resources Inc. w.e.f. February 15, 2019) U.S.A 100%
DRG Analytics & Insights Private Limited India 100%
DRG Singapore Pte Ltd $ Singapore 100%
Sharp Insight Limited $ U.K. 100%
Context Matters Inc $ (merged with Decision resources Inc. w.e.f. February 15, 2019) U.S.A 100%
Decision Resources Japan K.K. $ (w.e.f. February 5, 2019) Japan 100%
Piramal Dutch IM Holdco B.V. Netherlands 100%
PEL-DRG Dutch Holdco B.V.$ Netherlands 100%
Piramal Capital and Housing Finance Limited (formerly known as Piramal Housing Finance Limited) (Piramal India 100%
Capital and Housing Finance)
Proportion of
Principal Place of Ownership
Name of the Company
Business interest held as at
March 31, 2018
PHL Fininvest Private Limited (PHL Fininvest) India 100%
Searchlight Health Private Limited (formerly known as Health Superhiway Private Limited) India 51%
Piramal International Mauritius 100%
Statutory Reports
Piramal Holdings (Suisse) SA (Piramal Holdings) Switzerland 100%
Piramal Imaging SA* Switzerland 98.51%
Piramal Imaging GmbH * Germany 100%
Piramal Imaging Limited* U.K. 100%
Piramal Critical Care Italia, S.P.A** Italy 100%
Piramal Critical Care Deutschland GmbH** Germany 100%
Piramal Critical Care Limited ** U.K. 100%
Piramal Healthcare (Canada) Limited ** (Piramal Healthcare, Canada) Canada 100%
Piramal Critical Care B.V. ** (w.e.f. November 22, 2017) Netherlands 100%
Piramal Critical Care Pty. Ltd. ** (w.e.f. December 4, 2017) Australia 100%
Piramal Healthcare UK Limited ** (Piramal Healthcare UK) U.K. 100%
Piramal Healthcare Pension Trustees Limited** U.K. 100%
Piramal Critical Care South Africa (Pty) Ltd ** South Africa 100%
Financial Statements
Proportion of
Principal Place of Ownership
Name of the Company
Business interest held as at
March 31, 2018
DR/Decision Resources, LLC $ U.S.A 100%
Millennium Research Group Inc. $ Canada 100%
Decision Resources Group Asia Ltd $ Hong Kong 100%
DRG UK Holdco Limited $ U.K. 100%
Decision Resources Group UK Limited $ U.K. 100%
Sigmatic Limited $ U.K. 100%
Activate Networks Inc. $ U.S.A 100%
DRG Analytics & Insights Private Limited $ India 100%
DRG Singapore Pte Ltd $ Singapore 100%
Sharp Insight Limited $ (w.e.f. April 6, 2017) U.K. 100%
Context Matters Inc $ (w.e.f. August 16, 2017) U.S.A 100%
Piramal Dutch IM Holdco B.V. Netherlands 100%
PEL-DRG Dutch Holdco B.V. Netherlands 100%
Piramal Housing Finance Limited (Formerly known as Piramal Housing Finance Private India 100%
Limited) *** (Piramal Capital and Housing Finance)
Piramal Fund Management Private Limited (Piramal Fund) India 100%
Piramal Finance Limited (formerly known as Piramal Finance Private Limited) *** India 100%
Piramal Investment Advisory Services Private Limited India 100%
Piramal Investment Opportunities Fund (PIOF) India 100%
INDIAREIT Investment Management Co. $$ Mauritius 100%
Piramal Asset Management Private Limited $$ Singapore 100%
Piramal Systems & Technologies Private Limited (Piramal System) India 100%
Piramal Technologies SA @ Switzerland 100%
PEL Finhold Private Limited India 100%
Piramal Consumer Products Private Limited India 100%
Piramal Capital Limited *** India 100%
* held through Piramal Holdings (Suisse) SA
** held through Piramal Dutch Holdings N.V.
*** merger of Piramal Finance Limited and Piramal Capital Limited with the step down subsidiary Piramal Housing Finance Limited.
@ held through Piramal Systems & Technologies Private Limited
$ held through Piramal Dutch IM Holdco B.V.
$$ held through Piramal Fund Management Private Limited
With effect from March 21, 2018, as a result of the overall restructuring of the Corporate Social Responsibility subsidiaries of the Company, the below entities have been ceased to be
the subsidiaries of the Company. Further, these entities ceased to be a part of the promoter group of the Company, pending requisite approval.
Piramal Udgam Data Management Solutions (Udgam)###
Piramal Foundation for Educational Leadership (PFEL)###
Piramal Swasthya Management and Research Institute (formerly known as "Health Management and Research Institute") (PSMRI)
Piramal Foundation (formerly known as Piramal Healthcare Foundation) ###
These CSR companies (###) incorporated under section 25 of the Companies Act, 1956 (Section 8 of the Companies Act, 2013), being limited by guarantee (not having share capital)
and PSMRI (being a society) are engaged in Corporate Social Responsibility activities. Based on the control assessment carried out by the company, the same is not consolidated
as per INDAS 110.
Strategic Overview
D. Other related parties
Entities controlled by Key Management Personnel :
Aasan Corporate Solutions Private Limited (Aasan Corporate Solutions)
Gopikrishna Piramal Memorial Hospital (GPMH)
Piramal Corporate Services Limited (PCSL)
Piramal Glass Limited (PGL)
PRL Developers Private Limited (PRL)
PRL Agastya Private Limited
Piramal Water Private Limited
Employee Benefit Trusts :
Staff Provident Fund of Piramal Healthcare Limited (PPFT)
Statutory Reports
(` in Crores)
Jointly Controlled Associates & its
Details of Transactions* Subsidiaries Other Related Parties Total
Entities subsidiaries
2019 2018 2019 2018 2019 2018 2019 2018 2019 2018
Purchase of Goods
- PGL - - - - - - 3.13 2.38 3.13 2.38
- PCCI 14.21 12.99 - - - - - - 14.21 12.99
- PPL - - - - 29.62 20.48 - - 29.62 20.48
- Piramal Healthcare UK 0.83 0.33 - - - - - - 0.83 0.33
- Others - - - - - - - 0.02 - 0.02
Total 15.04 13.32 - - 29.62 20.48 3.13 2.40 47.79 36.20
Financial Statements
Sale of Goods
- Allergan - - - - 74.35 66.66 - - 74.35 66.66
- Piramal Healthcare UK 43.75 23.45 - - - - - - 43.75 23.45
- PCCI 59.92 43.43 - - - - - - 59.92 43.43
- Piramal Healthcare, Canada 13.15 5.49 - - - - - - 13.15 5.49
- Piramal Critical Care Limited 11.76 - - - - - - - 11.76 -
- Others 1.02 2.45 - - - - - - 1.02 2.45
Total 129.60 74.82 - - 74.35 66.66 - - 203.95 141.48
Receiving of Services
- Piramal Pharma Inc 50.31 35.78 - - - - - - 50.31 35.78
- Piramal Healthcare UK 17.18 12.29 - - - - - - 17.18 12.29
- PRL Agastya Private Limited - - - - - - 6.75 3.30 6.75 3.30
Total 67.49 48.07 - - - - 6.75 3.30 74.24 51.37
Royalty Expense
- PCSL - - - - - - 11.78 12.57 11.78 12.57
Total - - - - - - 11.78 12.57 11.78 12.57
Royalty Income
- PPL - - - - 1.60 1.43 - - 1.60 1.43
Total - - - - 1.60 1.43 - - 1.60 1.43
Rent Expense
- Aasan Corporate Solutions - - - - - - 11.28 11.00 11.28 11.00
- GPMH - - - - - - 0.82 0.62 0.82 0.62
Total - - - - - - 12.10 11.62 12.10 11.62
Rent Income
- Piramal Capital and Housing Finance 0.01 0.01 - - - - - - 0.01 0.01
Total 0.01 0.01 - - - - - - 0.01 0.01
Strategic Overview
- PGL - - - - - - 0.61 0.56 0.61 0.56
- Others 0.68 0.60 0.08 0.05 - - 0.01 - 0.77 0.65
Total 3.40 9.06 21.88 7.66 0.12 0.41 0.77 0.62 26.17 17.75
Contribution to Funds
- PPFT - - - - - - 28.92 26.81 28.92 26.81
Total - - - - - - 28.92 26.81 28.92 26.81
Donation
- PSMRI - 0.15 - - - - - - - 0.15
Purchase of Assets
- PRL Agastya Private Limited - - - - - - - 52.43 - 52.43
Total - - - - - - - 52.43 - 52.43
Dividend Income/Distribution
- Shriram Capital - - - - - 15.87 - - - 15.87
- Shriram Transport - - - - 24.86 24.86 - - 24.86 24.86
- Shrilekha Business Consultancy - - - - 23.34 - - - 23.34 -
- India Resurgence Fund - Scheme 2 - - - - 4.94 - - - 4.94 -
Statutory Reports
- Shriram City Union - - - - 11.84 10.53 - - 11.84 10.53
- Allergan - - - - 61.25 - - - 61.25 -
- PIOF 0.79 0.67 - - - - - - 0.79 0.67
Total 0.79 0.67 - - 126.23 51.26 - - 127.02 51.93
Payments made to the directors and other members of key managerial personnel are approved by the Nomination & Remuneration Committee.
Strategic Overview
2019 2018 2019 2018 2019 2018 2019 2018 2019 2018
Loans to related parties -
Unsecured (at amortised cost)
- Piramal Healthcare Inc. - 1,603.52 - - - - - - - 1,603.52
- Piramal Holdings - 1,145.52 - - - - - - - 1,145.52
- Piramal Dutch Holdings N.V. 498.36 560.84 - - - - - - 498.36 560.84
- Piramal Dutch IM Holdco B.V. 3,663.07 964.47 - - - - - - 3,663.07 964.47
- PEL Pharma Inc. - 50.04 - - - - - - - 50.04
- DRG Holdco Inc. - 308.78 - - - - - - - 308.78
- Piramal Capital and Housing Finance - 750.00 - - - - - - - 750.00
- PHL Fininvest 6,215.62 - - - - - - 6,215.62 -
- Convergence - - 33.08 37.49 - - - - 33.08 37.49
- Others 92.13 98.54 - - - - - - 92.13 98.54
Income Receivable
4.25 - - - 4.25
Statutory Reports
- PIOF 3.61 - - - 3.61
Total 4.25 3.61 - - - - - - 4.25 3.61
Trade Receivables
- Piramal Healthcare UK 90.01 21.05 - - - - - - 90.01 21.05
- PCCI (0.36) 2.52 - - - - - - (0.36) 2.52
- Piramal Critical Care Limited 33.98 - - - - - - - 33.98 -
- PPL - - - - 1.06 1.60 - - 1.06 1.60
- Piramal Pharma Solutions - 0.84 - - - - - - - 0.84
- Ash Stevens 0.64 1.12 - - - - - - 0.64 1.12
- Piramal Critical Care Italia, SPA - 1.52 - - - - - - - 1.52
- Piramal Healthcare, Canada 4.89 4.37 - - - - - - 4.89 4.37
- Allergan - - - - 13.50 7.44 - - 13.50 7.44
Financial Statements
Unbilled Revenue
- Piramal Healthcare UK 8.07 24.85 - - - - - - 8.07 24.85
- Piramal Critical Care Limited 5.54 43.04 - - - - - - 5.54 43.04
Total 13.61 67.89 - - - - - - 13.61 67.89
Advance to Vendor
- PPL - - - - 1.10 18.44 - - 1.10 18.44
- PGL - - - - - - 1.78 1.78 1.78 1.78
- Piramal Healthcare UK 0.38 - - - - - - - 0.38 -
Total 0.38 - - - 1.10 18.44 1.78 1.78 3.26 20.22
Trade Payable
- Piramal Pharma Inc. 29.71 23.22 - - - - - - 29.71 23.22
- Piramal Healthcare UK 3.68 3.10 - - - - - - 3.68 3.10
- PCCI 1.76 9.84 - - - - - - 1.76 9.84
- PCSL - - - - - - 2.70 5.42 2.70 5.42
- PGL - - - - - - 0.38 0.18 0.38 0.18
- Piramal Pharma Solutions, Inc. 0.67 - - - - - - - 0.67 -
- Piramal Capital and Housing Finance 6.14 7.10 - - - - - - 6.14 7.10
- PHL Fininvest 5.54 - - - - - - - 5.54 -
- PRL Agastya Private Limited - - - - - - 0.56 - 0.56 -
- IRAMBPL - - 8.00 - - - - - 8.00 -
- Others - - - - - - 0.04 0.03 0.04 0.03
Total 47.50 43.26 8.00 - - - 3.68 5.63 59.18 48.89
Guarantee Commission
Receivable / (Payable)
- Piramal Healthcare UK 0.30 1.60 - - - - - - 0.30 1.60
- Piramal Healthcare Inc. (0.13) (0.13) - - - - - - (0.13) (0.13)
- Piramal Healthcare, Canada 0.03 0.03 - - - - - - 0.03 0.03
- DRG Holdco Inc. 5.23 3.70 - - - - - - 5.23 3.70
- PEL Pharma Inc. 0.40 1.10 - - - - - - 0.40 1.10
- Piramal Critical Care Limited (1.30) 1.00 - - - - - - (1.30) 1.00
- Piramal Capital and Housing Finance 6.04 6.31 - - - - - - 6.04 6.31
- Piramal Critical Care Deutschland GmbH (0.01) 0.04 - - - - - - (0.01) 0.04
- Piramal Critical Care Italia, SPA (0.01) 0.04 - - - - - - (0.01) 0.04
- Convergence - - 0.34 - - - - - 0.34
Total 10.55 13.69 - 0.34 - - - - 10.55 14.03
Guarantees Given
Performance Guarantees Outstanding
- Piramal Healthcare UK 418.10 394.27 - - - - - - 418.10 394.27
- Piramal Critical Care Italia, SPA - 17.31 - - - - - - - 17.31
- Piramal Critical Care Deutschland GmbH - 16.16 - - - - - - - 16.16
Total 418.10 427.74 - - - - - - 418.10 427.74
40. Property, Plant & Equipment, Brands and Trademarks, Investment in Non Convertible Debentures, Inter Corporate Deposits, Other
Financial Assets and specified receivables relating to a wholly owned subsidiary are mortgaged / hypothecated to the extent of ` 10,002.70
Crores (As on March 31, 2018 : ` 4,596 Crores) as a security against long term secured borrowings as at March 31, 2019.
Strategic Overview
Plant & Equipment, Inventories, Trade receivables, Investment in Non Convertible Debentures and Inter Corporate Deposits are
hypothecated as a security to the extent of ` 1,096.67 Crores (As on March 31, 2018 ` 548.94 Crores) against short term secured
borrowings as at March 31, 2019.
(` in Crores)
41. Particulars
March
31, 2019
March
31, 2018
Principal amount due to suppliers registered under the MSMED Act and remaining unpaid as at year end 11.13 8.23
Interest due to suppliers registered under the MSMED Act and remaining unpaid as at year end 6.19 5.67
Principal amounts paid to suppliers registered under the MSMED Act, beyond the appointed day during the year 109.90 94.41
Interest paid, other than under Section 16 of MSMED Act, to suppliers registered under the MSMED Act, beyond the - -
appointed day during the year
Interest paid, under Section 16 of MSMED Act, to suppliers registered under the MSMED Act, beyond the appointed day - -
Statutory Reports
during the year
Interest due and payable towards suppliers registered under MSMED Act, for payments already made 2.12 2.43
Further interest remaining due and payable for earlier years 4.07 3.24
The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified
on the basis of information available with the Company.
43. The Company has advanced loans to its subsidiary companies. The disclosures pursuant to Regulation 34(3) read with para A of Schedule
V to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Financial Statements
44. The Company’s significant operating lease arrangements are mainly in respect of residential / office premises and computers. The aggregate
lease rentals payable on these leasing arrangements are charged as rent under "Other Expenses" in Note 34.
These lease arrangements are for a period ranging from one year to five years and are in most cases renewable by mutual consent, on
mutually agreeable terms.
Future minimum aggregate lease rentals payable in respect of non-cancellable operating leases have been mentioned below:
(` in Crores)
As at
Payable
March 31, 2019 March 31, 2018
Not Later than one year 14.81 14.99
Later than one year but not later than five years 3.39 19.27
Later than five years - -
45. Earnings Per Share (EPS) – EPS is calculated by dividing the profit/ (loss) attributable to the equity shareholders by the weighted average
number of equity shares outstanding during the year. The earnings and weighted average numbers of equity shares used in calculating
basic and diluted earnings per equity share are as follows:
Strategic Overview
For the Year Ended
Particulars
March 31, 2019 March 31, 2018
1. Profit/ (Loss) after tax (` in Crores) (861.98) 518.47
2. Weighted Average Number of Equity Shares for calculating Basic EPS (nos.) 198,627,849 181,773,892
3. Weighted Average Potential Equity Shares in respect of right shares reserved for CCD holders and right shares held in # 54,227
abeyance (nos.)
4. Total Weighted Average Number of Equity Shares for calculating Diluted EPS (nos.) # 181,828,119
5. Earnings Per Share - Basic attributable to Equity Shareholders (`) (1/2) (43.40) 28.52
6. Earnings Per Share - Diluted attributable to Equity Shareholders (`) (1/4) # (43.40) 28.51
7. Face value per share (`) 2.00 2.00
# Since there is a loss, after exceptional item, for the year ended March 31, 2019 , potential equity shares are not considered as dilutive and hence Diluted EPS is same as Basic EPS.
Following information is presented to disclose the effect on net profit after tax, Basic and Diluted EPS, without the effect of exceptional item
(Refer Note 35):
(` in Crores)
For the Year Ended
Particulars
March 31, 2019
Loss After Tax (861.98)
Add: Impact of Exceptional item (Refer Note 35) 1,287.96
Adjusted Profit After Tax 425.98
46. The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders
through the optimisation of the debt and equity balance. The capital structure of the Company consists of net debt (borrowings as detailed
in notes 18, 22 and 23 offset by cash and bank balances) and total equity of the Company.
Statutory Reports
The Company determines the amount of capital required on the basis of annual as well as long term operating plans and other strategic
investment plans. The funding requirements are met through non convertible debt securities or other long-term /short-term borrowings.
The Company monitors the capital structure on the basis of total debt to equity ratio and maturity profile of the overall debt portfolio of
the Company.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact of hedge
accounting in the financial statements
The Senior Management along with centralized treasury is responsible for the management of the Company's short-term, medium-term
and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves,
banking facilities and by continuously monitoring forecast and actual cash flows, and by assessing the maturity profiles of financial assets
and liabilities. The Company has access to undrawn borrowing facilities at the end of each reporting period, as detailed below:
The Company has the following undrawn credit lines available as at the end of the reporting period.
(` in Crores)
Particulars March 31, 2019 March 31, 2018
- Expiring within one year 11,069.56 6,814.50
- Expiring beyond one year - -
11,069.56 6,814.50
Note: This includes Non-Convertible Debentures, Inter Corporate Deposits and Commercial Papers where only credit rating has been obtained
and which can be issued, if required, within a short period of time. Further, the facilities related to Commercial Papers are generally rolled over .
The following tables detail the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment
periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
Company can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate,
the rate applicable as of reporting period ends respectively has been considered.
(` in Crores)
March 31, 2019
Maturities of Financial Liabilities Upto 1 year 1 to 3 years 3 to 5 years 5 years & above
Borrowings 13,449.99 5,339.30 7.80 51.68
Trade Payables 564.80 - - -
Other Financial Liabilities 97.80 0.74 - -
14,112.59 5,340.04 7.80 51.68
The following table details the Company's expected maturity for its non-derivative financial assets. The table has been drawn up based on the
undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information
Strategic Overview
on non-derivative financial assets is necessary in order to understand the Company's liquidity risk management as the liquidity is managed on
a net asset and liability basis. Hence, maturities of the relevant assets have been considered below.
(` in Crores)
March 31, 2019
Maturities of Financial Assets Upto 1 year 1 to 3 years 3 to 5 years 5 years & above
Investments & Loans 1,153.94 2,933.61 899.69 2,554.89
Loans to related parties 1,020.76 1,533.59 7,471.97 4,932.15
Trade Receivables 646.58 - - -
2,821.28 4,467.20 8,371.66 7,487.04
The balances disclosed in the table above are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying
balances as the impact of discounting is not significant
(` in Crores)
Particulars March 31, 2019 March 31, 2018
1 to 3 years 1 to 3 years
Commitment to invest in AIF 54.62 75.00
Total 54.62 75.00
Company has below commitments to invest in AIF in addition to above which will be invested as and when suitable investment opportunity
arises:
Statutory Reports
Commitment as on March 31, 2019
Balance Balance
Total Commitment Total Commitment
Fund Name Commitment Commitment
(USD Million) (` Crores)
(USD Million) (` Crores)
India Resurgence Fund - Scheme 2 100.00 77.14 691.63 533.56
Piramal Ivanhoe Residential Equity Fund 1 250.00 232.35 1,729.08 1,607.01
The exposure of the Company's borrowings to the interest rate risk at the end of the reporting period is mentioned below:
(` in Crores)
Particulars March 31, 2019 March 31, 2018
Variable rate borrowings 3,293.95 2,275.28
Fixed rate borrowings 14,082.80 12,168.90
17,376.75 14,444.18
The sensitivity analysis below have been determined based on the exposure to interest rates for assets and liabilities at the end of the reporting
period. For floating rate assets and liabilities, the analysis is prepared assuming the amount of the liabilities/assets outstanding at the end of the
reporting period was outstanding for the whole year and the rates are reset as per the applicable reset dates. The basis risk between various
benchmarks used to reset the floating rate assets and liabilities has been considered to be insignificant.
If interest rates related to FCNR borrowings had been 25 basis points higher/lower and all other variables were held constant,and other
borrowings had been 100 basis points higher /lower and all other variables were held constant, the Company's
- Profit before tax for the year ended/Other Equity (pre-tax) as on March 31, 2019 would decrease/increase by ` 1.99 Crores for FCNR Borrowing
(Previous year Nil) and ` 24.98 Crores for other borrowings totalling to ` 26.97 Crores (Previous year ` 22.75 Crores) respectively. This is
attributable to the Company’s exposure to borrowings at floating interest rates.
If interest rates related to loans given / debentures invested had been 100 basis points higher/lower and all other variables were held constant,
the Company's
- Profit before tax for the year ended/Other Equity (pre-tax) as on March 31, 2019 would increase/decrease by ` 117.42 Crores (Previous year
` 84.50 Crores). This is attributable to the Company’s exposure to lendings at floating interest rates.
(` in Crores)
Impact on OCI
Particulars
March 31, 2019 March 31, 2018
NSE Nifty 100, Increase by 5% 205.22 232.80
NSE Nifty 100, Decrease by 5% (205.22) (232.80)
Strategic Overview
the treasury function.
The Company has defined strategies for addressing the risks for each category of exposures (e.g. for exports , for imports, for loans,
etc.). The centralised treasury function aggregates the foreign exchange exposure (Foreign Currency (FC)) and takes measures to
hedge the exposure based on prevalent macro-economic conditions.
Statutory Reports
NZD * 0.01 - - * *
JPY 0.30 0.02 1.40 8.63 1.62 9.98
SGD * * - - * *
Particulars For the year ended March 31, 2019 For the year ended March 31, 2018
Currencies Increase Total Assets Total Change in Impact on Total Assets Total Change in Impact on
/Decrease in FC Liabilities exchange rate Profit or Loss in FC (in Liabilities exchange rate Profit or Loss
(in Millions) in FC (In (in ` ) before tax/ Millions) in FC (In (in ` ) before tax/
Millions) Other Equity Millions) Other Equity
(pre-tax) for (pre-tax) for
the year the year
(in ` Crores) (in ` Crores)
USD Increase by 5%** 575.21 128.56 3.46 154.45 503.95 106.23 3.26 129.60
USD Decrease by 5%** 575.21 128.56 (3.46) (154.45) 503.95 106.23 (3.26) (129.60)
GBP Increase by 5%** 12.67 0.19 4.53 5.65 12.18 0.03 4.61 5.60
GBP Decrease by 5%** 12.67 0.19 (4.53) (5.65) 12.18 0.03 (4.61) (5.60)
EUR Increase by 5%** 60.77 1.35 3.88 23.07 194.53 1.60 4.04 77.96
EUR Decrease by 5%** 60.77 1.35 (3.88) (23.07) 194.53 1.60 (4.04) (77.96)
CHF Increase by 5%** 4.75 0.39 3.47 1.51 4.67 0.10 3.42 1.56
CHF Decrease by 5%** 4.75 0.39 (3.47) (1.51) 4.67 0.10 (3.42) (1.56)
** Holding all the other variables constant
The Company has a Board approved policy on assessment, measurement and monitoring of hedge effectiveness which provides a
guideline for the evaluation of hedge effectiveness, treatment and monitoring of the hedge effective position from an accounting and risk
monitoring perspective. Hedge effectiveness is ascertained at the time of inception of the hedge and periodically thereafter. The Company
assesses hedge effectiveness on prospective basis. The prospective hedge effectiveness test is a forward looking evaluation of whether or
not the changes in the fair value or cash flows of the hedging position are expected to be highly effective in offsetting the changes in the
fair value or cash flows of the hedged position over the term of the relationship.
For derivative contracts designated as hedge, the Company documents, at inception, the economic relationship between the hedging
instrument and the hedged item, the hedge ratio, the risk management objective for undertaking the hedge and the methods used to
assess the hedge effectiveness. The derivative contracts have been taken to hedge foreign currency fluctuations risk arising on account of
highly probable foreign currency forecast sales.
The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the
currency, amount and timing of their respective cash flows. The forward exchange forward contracts are denominated in the same
currency as the highly probable future sales, therefore the hedge ratio is 1:1. Further, the entity has excluded the foreign currency
basis spread and takes such excluded element through the income statement. Accordingly, the Company designates only the spot rate
in the hedging relationship.
Hedge effectiveness is assessed through the application of dollar offset method and designation of spot rate as the hedging instrument.
The excluded portion of the foreign currency basis spread is taken directly through income statement.
Strategic Overview
No hedge position relationship
1 Foreign Highly probable Foreign currency denominated Foreign exchange Forward contracts are contractual Cash flow hedge
Currency hedge forecast sales highly probable forecast sales forward contract agreements to buy or sell a specified
is converted into functional financial instrument at a specific price and
currency using a forward date in the future. These are customized
contract. contracts transacted in the over–the–
counter market. Further, the foreign
currency basis spread is separated and
accounted for at FVTPL. Accordingly, only
the spot rate has been designated in the
hedging relationship.
There were no foreign exchange forward contracts which were designated in a hedge relationship for the year ended March 31, 2018.
The table below provides a profile of the timing of the notional amounts of the Company’s hedging instruments (based on residual tenor) along
with the average price or rate as applicable by risk category:
Statutory Reports
(During the year : Nil) During the previous year, the Company has taken foreign currency floating rate borrowings which are linked to
LIBOR. For managing the foreign currency risk and interest rate risk arising from changes in LIBOR on such borrowings, the Company
had entered into cross-currency interest rate swap (CCIRS) for the entire loan liability. The Company had designated the CCIRS (hedging
instrument) and the borrowing (hedged item) into a hedging relationship and applies hedge accounting.
Under the terms of the CCIRS, the Company pays interest at the fixed rate to the swap counterparty in INR and receives the floating
interest payments based on LIBOR in foreign currency. As the critical terms of the hedged item and the hedging instrument (notional,
interest periods, underlying and fixed rates) are matching and the interest cash flows are off-setting, an economic relationship
exists between the two. This ensures that the hedging instrument and hedged item have values that generally move in the opposite
direction.
Financial Statements
Hedge Effectiveness Testing is assessed at designation date of the hedging relationship, and on an ongoing basis. The ongoing
assessment is performed at a minimum at each reporting date or upon a significant change in circumstances affecting the hedge
effectiveness requirements, whichever comes first.
The date on which CCIRS and the borrowings were designated into hedging relationship is later than the date on which the respective
contracts were entered into. This timing difference resulted into hedge ineffectiveness to a certain extent, the effect of which was
recognised in the Statement of Profit and Loss in the previous year."
Following table provides the effects of hedge accounting on financial performance for the year ended March 31, 2018:
(` in Crores)
Type of hedge-Cash flow hedge Changes in the value Hedge ineffectiveness Amount reclassified from Line-item affected in
of hedging instruments recognised in profit or loss cash flow hedge reserve statement of profit or loss
recognised in Other to profit or loss because of reclassification
comprehensive income
Interest Rate Risk and Foreign Exchange Risk :
For the year ended March 31, 2018 4.26 - 4.06 Finance Cost
- - - Foreign Exchange
(gain)/loss
(iii) The following table provides a reconciliation by risk category of the components of equity and analysis of OCI items resulting from
hedge accounting:
Movement in Cash flow hedge reserve for the years ended Amount in Crores
f. Credit Risk
Typically, the receivables of the Company can be classified in 2 categories:
Please refer Note 10 for risk mitigation techniques followed for Pharma Trade Receivables. Risk mitigation measures for Financial
Services business primarily comprising of Real Estate Developers and Corporate Finance Groups are explained in the note below.
The credit risk on liquid funds and other financial instruments is limited because the counterparties are banks with high credit-ratings
assigned by credit-rating agencies or mutual funds.
Sectors Exposure as at
March 31, 2019 March 31, 2018
Strategic Overview
Real Estate 90.32% 78.38%
Infrastructure 9.18% 21.36%
Others 0.50% 0.26%
Based on the above assessment the risk team categorises the deals in to the below Risk Grades
- Good Deals with very high risk adjusted returns
- Investment Grade Deals with high risk adjusted returns
- Management Review Grade Deals with risk adjusted returns required as per lending policy
- Not Advisable Grade Deals with lower than required risk adjusted returns
Further, a periodic review of the performance of the portfolio is also carried out by the Risk Group. The Risk Group adjusts the stress
case considered during the initial approval based on actual performance of the deal, developments in the sector, regulatory changes
Statutory Reports
Macroeconomic information (such as regulatory changes, market interest rate or growth rates) is incorporated as part of the internal
rating model.
In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than 30 days past
due.
F or the purpose of expected credit loss analysis the Company defines default as any asset with more than 90 days overdues. This is
also as per the rebuttable presumption provided by the standard."
The Company provides for expected credit loss based on the following:
Category - Description Basis for Recognition of Expected Credit Loss
Stage 1 - Standard (Performing) Assets 12 month ECL
Financial Statements
Based on these parameters the Company has computed the PD. The Company has also built in model scorecards to determine the
internal LGD. However, since there has been no default history to substantiate the internal LGD, the Company has made use of a
combination of both internal as well as external LGD.
Strategic Overview
Loss allowance Financial assets Financial assets
Investments and Loans measured at 12 for which credit which are credit-
month expected risk has increased impaired
losses significantly and
not credit-impaired
Balance at the beginning of the year 94.72 - 18.32
Transferred to 12-month ECL - - -
Transferred to Lifetime ECL not credit impaired (5.75) 5.75 -
Transferred to Lifetime ECL credit impaired - collective provision - - -
Charge to Statement of Profit and Loss
On Account of Rate Change (18.37) 4.32 14.35
On Account of Disbursements 162.32 - -
On Account of Repayments/Transfers * (121.45) - -
Balance at the end of the year 111.47 10.07 32.67
ii) Movement in Expected Credit Loss on undrawn loan commitments (including revocable commitments):
(` in Crores)
Expected Credit Loss on
Particulars Loan Commitments as at
March 31,
2019 2018
Balances as at the beginning of the year 0.08 2.01
Additions 1.61 0.08
Amount used/reversed (0.08) (2.01)
Balances as at the end of the year 1.61 0.08
iii) The amounts of Financial Assets outstanding in the Balance Sheet along with the undrawn loan commitments (Refer Note 47(a) as at
the end of the reporting period represent the maximum exposure to credit risk.
i) First / Subservient charge on the Land and / or Building of the project or other projects
Statutory Reports
ii) First / Subservient charge on the fixed and current assets of the borrower
iii) Hypothecation over receivables from funded project or other projects of the borrower
iv) Pledge on Shares of the borrower or their related parties
v) Guarantees of Promoters / Promoter Undertakings
vi) Post dated / Undated cheques
vii) Pledge on investment in shares made by borrower entity
As at the reporting date, the ratio of value of the collateral held as security for the credit impaired financial assets to the exposure at
default for these assets ranges from 0% to 85%.
iv) The credit impaired assets as at the reporting dates were secured by charge on land and building
Financial Statements
48. The Company conducts research and development to find new sustainable chemical routes for pharmaceutical & herbal products. The
company is undertaking development activities for Oral Solids and Sterile Injectables, apart from other Active Pharmaceutical Ingredients.
The Company has research and development centers in Mumbai, Ennore and Ahmedabad.
49 MOVEMENT IN PROVISIONS :
(` in Crores)
Provisions for
Litigations / Disputes
Particulars Grants - Committed
2019 2018 2019 2018
Balances as at the beginning of the year 3.50 3.50 6.34 17.88
Additions - - - -
Unwinding of Discount - - 0.19 1.38
Revaluation of closing balances - - 0.02
Amount used - - (6.53) (12.94)
Unused amounts reversed - - - -
Balances as at the end of the year 3.50 3.50 - 6.34
Classified as Non-current (Refer Note 20) - - - -
Classified as Current (Refer Note 25) 3.50 3.50 - 6.34
Total 3.50 3.50 - 6.34
Provision for litigation / disputes represents claims against the Company not acknowledged as debts that are expected to materialise in respect
of matters under litigation. Future cash outflows are determinable only on receipt of judgments/decisions pending with various forums/
authorities.
CURRENT TAX :
In respect of the current year 71.57 152.48
In respect of prior years - 22.90
71.57 175.38
DEFERRED TAX :
In respect of the current year (1.17) 59.60
(1.17) 59.60
Strategic Overview
CURRENT TAX : - -
DEFERRED TAX :
Arising on income and expenses recognised in other comprehensive income:
Fair value Remeasurement of hedging instruments entered into for cash flow hedges 1.96 (0.07)
Changes in fair values of equity instruments (22.95) 22.95
Remeasurement of defined benefit obligation (1.05) (1.91)
Statutory Reports
Property, Plant and Equipment and Intangible Assets
Deferred Revenue - 58.47 - 58.47
Amortisation of expenses which are allowed in current year 1.45 (1.13) - 0.32
Expenses that are allowed on payment basis 49.78 7.69 - 1.05 58.52
Unused tax credit (MAT credit entitlement) 391.47 30.27 - 421.74
Recognition of lease rent expense using straight line method 1.99 (0.75) - 1.24
Total 269.38 1.17 - 22.04 292.59
Financial Statements
e) The income tax expense for the year can be reconciled to the accounting profit as follows:
(` in Crores)
For the Year ended For the Year ended
Particulars
March 31, 2019 March 31, 2018
* Unrecognized Deferred tax of ` 450.07 Crores as at March 31, 2019 is attributable to provision on cost of equity investment in Company's wholly owned subsidiary Piramal Holdings
(Suisse) SA. This will have an expiry of 8 years from the date of realised capital loss.
The tax rate used for the reconciliations above is the corporate tax rate of 34.944% for the year 2018-19 and 34.608% for the year 2017-18
payable by corporate entities in India on taxable profits under tax law in Indian jurisdiction.
In assessing the realizability of deferred tax assets, the Company considers the extent to which it is probable that the deferred tax asset will be
realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which
those temporary differences and tax loss carry-forwards become deductible. The Company considers the expected reversal of deferred tax
liabilities, projected future taxable income and tax planning strategies in making this assessment.
Based on this, the Company believes that it is probable that the Company will realize the benefits of these deductible differences. The amount
of deferred tax asset considered realizable, however, could be reduced in the near term if the estimates of future taxable income during the
carry-forward period are reduced.
The Company has calculated its tax liability for current domestic taxes after considering MAT. The excess tax paid under MAT provisions over and
above normal tax liability can be carried forward and set-off against future tax liabilities computed under normal tax provisions. The Company
was required to pay MAT during the current and previous year and accordingly, a deferred tax asset of ` 391.47 Crores and ` 421.74 Crores has
been recognized in the statement of financial position as of March 31, 2018 and 2019, respectively, which can be carried forward for a period
of 15 years from the year of recognition.
Strategic Overview
(` in Crores)
March 31, 2019 March 31, 2018
Particulars
FVTPL FVTOCI Amortised Cost FVTPL FVTOCI Amortised Cost
FINANCIAL ASSETS
Investments 975.11 4,104.34 4,345.60 2,035.54 4,656.03 6,379.31
Loans - - 10,598.98 - - 8,642.55
Cash & Bank Balances - - 65.08 - - 554.82
Trade Receivables - - 619.06 - - 492.96
Other Financial Assets 12.49 - 347.50 1.32 - 185.09
987.60 4,104.34 15,976.22 2,036.86 4,656.03 16,254.73
FINANCIAL LIABILITIES
Borrowings (including current maturities of Long Term Borrowings) - - 17,474.09 - - 14,600.49
Statutory Reports
Derivative Financial Assets v. 12.49 - 12.49 - 12.49
Measured at FVTOCI
Investments in Equity Instruments iv. 4,104.34 4,104.34 - - 4,104.34
allowance)
Measured at FVTOCI
Investments in Equity Instruments iv. 4,656.03 4,656.03 - - 4,656.03
Except for those financial instruments for which the carrying amounts are mentioned in the above table, the Company considers that the
carrying amounts recognised in the financial statements approximate their fair values.
For financial assets that are measured at fair value, the carrying amounts are equal to the fair values.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds
and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is
valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives)
is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific
estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for
Investment in Preference Shares, Alternative Investment Funds, Debentures, Term Loans and Inter Corporate Deposits.
ii. The fair value of the optionally convertible debentures has been calculated by using price to earnings method observed for comparable
peers in the industry.
iii. Discounted cash flow method has been used to determine the fair value. The yield used for discounting has been determined based
on trades, market polls, levels for similar issuer with same maturity, spread over matrices, etc. For instruments where the returns are
linked to the share price of the investee company the equity price has been derived using Monte Carlo simulation and local volatility
model using the inputs like spot rate, volatility surface, term structures and risk free rates from globally accepted 3rd party vendor for
these data.
iv. This includes listed equity instruments and mutual funds which are fair valued using quoted prices and closing NAV in the market.
v. This includes forward exchange contracts, cross currency interest rate swap, etc. The fair value of the forward exchange contract is
determined using forward exchange rate at the balance sheet date. The fair value of cross currency interest rate swap is calculated as
the present value of future cash flow based on observable yield curves and forward exchange rates.
Strategic Overview
vii. Fair values of borrowings are based on discounted cash flow using a current borrowing rate. They are classified as Level 3 values
hierarchy due to the use of unobservable inputs, including own credit risk.The discounting factor used has been arrived at after
adjusting the rate of interest for the financial liabilities by the difference in the Government Securities rates from date of initial
recognition to the reporting dates.
c) Fair value measurements for financial assets measured at FVTPL using significant unobservable inputs (level 3)
The following table presents the changes in level 3 items for the year ended March 31, 2019 and March 31, 2018.
(` in Crores)
Particulars Debentures Preference shares Alternative Total
(NCDs & OCDs) Investment Fund
AS AT APRIL 01, 2017 628.97 115.00 25.00 768.97
d) Valuation Process
1) For Non Convertible Debentures, Waterfall approach has been used to arrive at the yields for securities held by the Company. For
determining the equity prices Monte Carlo simulations and local volatility model using the inputs like spot rate, volatility surface, term
structures and risk free rates from globally accepted 3rd party vendor for these data have been used.
2) For Preference Shares and Optionally Convertible Debentures, considered the value as maximum of debt value or equity value as on
valuation date. For computation of debt value, discounted cash flow method has been used. For computation of equity value, market approach
- comparable company multiple approach, the price to earnings multiple of peer companies in particular has been used.
Statutory Reports
(` in Crores)
Significant Increase / Sensitivity Impact for the Sensitivity Impact for the
Fair value Fair value unobservable year ended March 31, year ended March 31,
Decrease in the
Nature of the instrument As on March As on March inputs* 2019 2018
unobservable
31, 2019 31, 2018
input
FV Increase FV Decrease FV Increase FV Decrease
Non Convertible Debentures 761.41 664.53 Discount rate 0.5% (1% for 1.22 (1.21) 7.78 (7.61)
March 18)
Equity 10% 0.11 (0.06) 0.54 (0.41)
component
(projections)
Optionally Convertible Debentures 54.80 65.09 Discount rate 1% - - - -
42.40 Equity valuation 10% 4.70 (4.70) 5.92 (5.92)
Financial Statements
* There were no significant inter-relationships between unobservable inputs that materially affect fair values.
f) Management uses its best judgment in estimating the fair value of its financial instruments. However, there are inherent limitations
in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not
necessarily indicative of all the amounts that the Company could have realized or paid in sale transactions as of respective dates. As
such, the fair value of the financial instruments subsequent to the respective reporting dates may be different from the amounts
reported at each year end.
52 (a)
On October 25, 2017, 464,330 Compulsorily Convertible Debentures (“CCD”) having face value of ` 107,600 per CCD were allotted
to the CCD holders for an aggregate amount of ` 4,996.19 Crores. Each CCD is convertible into 40 equity shares of ` 2 each. Out of
this, 225,000 equity shares were allotted by the Company pursuant to optional conversion of 5,625 CCDs by the CCD holders in the
previous year.
During the year ended March 31, 2019, 4,162,000 equity shares were allotted by the Company pursuant to optional conversion of
104,050 CCDs by the CCD holders.
ii) 13,638,080 Equity shares were allotted pursuant to compulsory conversion of outstanding 340,952 CCDs on maturity.
(b) On March 8, 2018, the Company had issued 8,310,275 Equity shares under Rights Issue at a price of ` 2,380 per share (including
premium of ` 2,378 per share). Out of the aforesaid issue, 11,298 and 7,485,574 equity shares were allotted by the Company during
the year ended March 31, 2019 and year ended March 31, 2018, respectively.
Subsequent to March 31, 2019, 17,585 Equity shares were allotted by the Company under Rights Issue at a price of ` 2,380 per share
(including premium of ` 2,378 per share) to the CCD holders out of the Right Equity shares reserved for them (as per regulation 53
of erstwhile Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009).
Earnings per share (Basic and Diluted) for the year ended March 31, 2018 has been retrospectively adjusted for effect of Rights Issue
stated above.
As on March 31, 2019, 788,764 Rights Equity shares have been reserved for the CCD Holders (as per regulation 53 of erstwhile
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009) and 24,639 Rights Equity
Shares have been kept in abeyance. Of the said 788,764 reserved equity shares, CCD holders did not exercise the right to subscribe
for 154,377 Rights Equity shares.These unsubscribed rights and also those arising in future, if any, shall be dealt with, in accordance
with the law, post conversion of all the outstanding CCDs into equity shares and hence are considered to be dilutive in nature.
Consequent to the loss for the year ended March 31, 2019, after exceptional item, potential equity shares are considered as anti-
dilutive and hence diluted EPS is the same as basic EPS.
(c) Proceeds from the Right Issue have been utilised upto March 31, 2019 in the following manner :
(` in Crores)
Actual till Actual till
Particulars Planned
March 31, 2018 March 31, 2019
a) Investment in Piramal Capital and Housing Finance Limited (formerly known as Piramal Housing 750.00 750.00 750.00
Finance Limited) (wholly owned subsidiary)
b) Repayment or pre-payment, in full or part, of certain borrowings availed by the Company 1,000.00 878.91 1,000.00
c) General Corporate Purposes 216.22 - 27.98
Add: Issue related expenses 11.63 6.05 8.65
Total 1,977.85 1,634.96 1,786.63
Less : Right Shares held in Abeyance (5.86) - -
Less : Right Shares reserved in favour of Compulsorily Convertible Debenture Holders (Refer Note 52(b) above) (187.73) - -
Less : Interest Income received from Fixed Deposits placed with Banks from Right Issue Proceeds - (1.39) (2.92)
Total 1,784.26 1,633.57 1,783.71
Unutilised proceeds kept as Fixed Deposit with Bank - 148.00 -
Unutilised proceeds kept in Escrow Account - - 0.55
53 In accordance with Ind AS 108 ‘Operating Segments’, segment information has been given in the consolidated financial statements of
Strategic Overview
the Company, which are presented in the same Annual Report and therefore, no separate disclosure on segment information is given in these
financial statements.
54 The Board of Directors on May 28, 2018 had approved a “Scheme of Amalgamation” (“Scheme”) of Piramal Phytocare Limited, an associate
of the Company, with the Company and its respective shareholders. The Scheme has been approved by the equity shareholders of the
Company in their meeting convened as per the directions of the National Company Law Tribunal on April 2, 2019. The Scheme is subject to
approval of regulatory authorities.
55 The financial statements have been approved for issue by Company's Board of Directors on April 26, 2019.
274
STATEMENT OF SUBSIDIARIES/JOINT VENTURES
PART "A": SUBSIDIARIES
Piramal
Searchlight Piramal Piramal Piramal
PHL Fininvest Piramal Piramal Piramal Piramal Healthcare
Health Piramal Critical Care Healthcare Critical Care
Name of the Subsidiary Company Private Holdings Critical Care Critical Care Healthcare Pension
Private International Deutschland (Canada) South Africa
Limited (Suisse) SA Italia, S.P.A Limited (UK) Limited Trustees
Limited GmbH Limited (Pty) Ltd
Limited
Reporting period for the subsidiary March 31, March 31, March 31, December December December December December December December 3 February 28,
2019 2019 2019 31, 2018* 31, 2018* 31, 2018* 31, 2018* 31, 2018* 31, 2018* 1, 2018* 2018*
Piramal
"Piramal Piramal Fund INDIAREIT Piramal Asset
Piramal Piramal Piramal Capital and
Dutch Piramal PEL Pharma Ash Stevens Management Investment Management
Name of the Subsidiary Company Healthcare Critical Care, Pharma Housing
Holdings Pharma Inc. Inc. LLC Private Management Private
Inc. Inc. Solutions Inc. Finance
N.V." Limited Co. Limited
Limited
Reporting period for the subsidiary December December December December December December December March 31, March 31, March 31, March 31,
31, 2018* 31, 2018* 31, 2018* 31, 2018* 31, 2018* 31, 2018* 31, 2018* 2019 2019 2019 2019
Reporting currency USD USD USD USD USD USD USD INR USD INR INR
Average rate 69.92 69.92 69.92 69.92 69.92 69.92 69.92 - 69.92 1.00 -
Closing rate 69.16 69.16 69.16 69.16 69.16 69.16 69.16 69.16 1.00
Share capital (Including Additional 1,567.64 1,880.48 160.99 9.32 100.29 69.51 309.79 0.19 0.30 0.01 18,044.52
Paid In Capital)
Reserves & Surplus 382.78 (812.52) 275.56 (45.20) (313.18) (54.16) 32.45 74.45 81.27 (0.14) 1,486.34
Total assets 2,554.81 1,071.78 925.87 89.63 325.59 523.53 406.21 300.93 82.23 0.00 52,122.48
Total liabilities 604.39 3.82 489.32 125.51 538.48 508.17 63.98 226.29 0.66 0.13 32,591.62
Investments 604.39 3.82 489.32 125.51 538.48 508.17 63.98 226.29 0.66 0.13 32,591.62
Turnover 0.69 89.12 1,100.14 83.76 135.17 5.27 203.98 38.33 14.19 - 5,529.42
Profit/ (Loss) before taxation (25.68) 28.30 213.52 (28.83) (101.01) (21.37) 21.50 (59.42) 1,141.55 (0.14) 2,211.91
Provision for taxation - 0.10 44.02 1.51 - 0.03 - 6.90 0.36 - 769.33
Profit/ (Loss) after taxation (25.68) 28.19 169.50 (30.34) (101.01) (21.39) 21.50 (52.52) 1,141.18 (0.14) 1,442.58
Other Comprehensive Income - - - - - - - 0.17 - - (1.04)
Proposed dividend - - - - - - - - - - -
% of shareholding 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
Piramal
Piramal
Investment Piramal Decision Decision
Systems and Piramal Decision DR/Decision Millennium
Advisory Investment DRG Holdco Piramal IPP Resources Resources
Name of the Subsidiary Company Technologies Technologies Resources Resources, Research
Services Opportunities Inc. Holdings LLC International, Group Asia
Private SA Inc. LLC Group Inc.
Private Fund Inc. Ltd
Limited
Limited
Reporting period for the subsidiary March 31, March 31, March 31, December December December December December December December December
2019 2019 2019 31, 2018* 31, 2018* 31, 2018* 31, 2018* 31, 2018* 31, 2018* 31, 2018* 31, 2018*
Reporting currency INR INR INR CHF USD USD USD USD USD USD USD
Average rate - - - 70.60 69.92 69.92 69.92 69.92 69.92 69.92 69.92
Closing rate 69.42 69.16 69.16 69.16 69.16 69.16 69.16 69.16
Share capital (Including Additional 2.70 15.01 4.50 22.91 2,976.94 1,791.32 1,220.14 - 1,931.93 232.77 -
Paid In Capital)
Reserves & Surplus 0.36 - 8.39 5.14 (103.62) - (2,164.71) (715.38) 2,183.53 (28.07) (0.75)
Total assets 3.15 15.01 61.72 45.30 3,968.87 1,791.32 2,264.23 0.42 4,295.86 463.92 26.72
Total liabilities 0.09 - 48.83 17.25 1,095.56 - 3,208.80 715.81 180.40 259.22 27.47
Investments 2.82 19.07 19.71 45.26 1,766.41 1,791.32 1,311.69 - - - -
Turnover 0.04 0.88 - - 102.07 - 92.87 - 1,015.93 158.81 0.11
Profit/ (Loss) before taxation 0.00 0.79 (1.40) (2.37) (11.77) - (166.66) (10.69) (45.06) 4.59 0.01
Provision for taxation 0.00 - 0.04 - - - 0.08 - (0.32) 4.01 0.07
Profit/ (Loss) after taxation 0.00 0.79 (1.36) (2.37) (11.77) - (166.58) (10.69) (45.39) 0.58 (0.06)
Other Comprehensive Income - - - - 2.67 - - - - - -
Proposed dividend - - - - - - - - - - -
% of shareholding 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
276
Decision
DRG UK Analytics DRG Piramal PEL-DRG PEL Finhold Consumer Sharp Piramal Piramal
Resources Sigmatic
Name of the Subsidiary Company Holdco & Insights Singapore Dutch IM Dutch Private Products Insight Critical Care Securities
Group UK Limited
Limited Private Pte Ltd Holdco B.V. Holdco B.V. Limited Private Limited B.V. Limited
Limited
Limited Limited
Reporting period for the subsidiary December December December March 31, December December December March 31, March 31, December December March 31,
31, 2018* 31, 2018* 31, 2018* 2019 31, 2018* 31, 2018* 31, 2018* 2019 2019 31, 2018* 31, 2018* 2019
Reporting currency GBP GBP GBP INR USD USD USD INR INR GBP GBP INR
Average rate 91.78 91.78 91.78 - 69.92 69.92 69.92 - - 91.78 91.78
Closing rate 90.49 90.49 90.49 69.16 69.16 69.16 90.49 90.49
Share capital (Including Additional 10.92 135.35 - 0.05 0.05 143.97 143.97 0.01 14.52 - 4.52 20.00
* For the purposes of the Consolidated Financial Statements included in this annual report, the accounts of the Company have been rolled forward to March 31, 2019. The details provided herein, however, are based on the statutory
financial year.
2. Name of the subsidiaries which have been liquidated or sold or ceased to be subsidiary during the year-
a) On June 25, 2018, Piramal Holdings (Suisse) SA, sold its entire ownership in these subsidiaries
Piramal Imaging SA
Piramal Imaging GmbH
Piramal Imaging Limited
b) Activate Networks, Inc. and Context Matters Inc., both step down subsidiaries of the Company, have merged with Decision resources Inc. another step down subsidiary of the Company w.e.f. February 15, 2019.
Description of how there is significant Not Applicable Not Applicable Not Applicable Based on Not Applicable Not Applicable Based on Based on Based on Not Applicable
influence since it is an since it is an since it is an shareholding since it is an since it is an shareholding shareholding shareholding since it is an
Associate Associate Associate Associate Associate and power Associate
to appoint
directors
Reason why the associate / joint Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
venture is not consolidated since Equity since Equity since Equity since Equity since Equity since Equity since Equity since Equity since Equity since Equity
accounting has accounting has accounting has accounting has accounting has accounting has accounting has accounting has accounting has accounting has
been adopted been adopted been adopted been adopted been adopted been adopted been adopted been adopted been adopted been adopted
Networth attributable to Shareholding 30.39 50.71 - 3,148.74 122.60 158.71 142.57 - 39.99 0.01
as per latest audited Balance Sheet
Profit / Loss for the year
i. Considered in Consolidation 1.79 (0.32) (9.87) 274.62 0.53 0.64 50.99 - 1.00 -
ii. Not considered in Consolidation Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
## Piramal Enterprises Limited (PEL) holds 74.95% in Shrilekha Business Consultancy Private Limited, which holds 26.68% in Shriram Capital Limited (SCL), thereby giving PEL an effective interest of 20% in SCL.
1. Name of the associates / joint ventures which are yet to commence operations - (1) Asset Resurgence Mauritius Manager
2. Name of the associates / joint ventures which have been liquidated or sold or ceased to be associate/ joint venture during the year - NA
3. Following Joint ventures were formed during the year
a) Piramal Ivanhoe Residential Equity Fund 1
b) India Resurgence Fund Scheme II
c) Piramal Asset Management Pvt. - Singapore
To The Members of
Piramal Enterprises Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying consolidated financial statements of Piramal Enterprises Limited (‘‘the Company’’ / “Parent Company” )
and its subsidiaries, (the Company and its subsidiaries together referred to as ‘‘the Group’’) which includes the Group’s share of profit in its
associates and joint ventures, which comprise the Consolidated Balance Sheet as at March 31, 2019, and the Consolidated Statement of Profit
and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in
Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to
as “the consolidated financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports
of the other auditors on separate financial statements / financial information of the subsidiaries, associates and joint ventures referred to in
the Other Matters paragraph below, the aforesaid consolidated financial statements give the information required by the Companies Act,
2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (‘Ind AS’), and other accounting
principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2019, and their consolidated profit,
their consolidated total comprehensive income, their consolidated cash flows and their consolidated changes in equity for the year ended on
that date.
Statutory Reports
from estimates including the historical default and loss ratios. The • Used our modelling specialist to test the model methodology and reasonableness of
Component’s Management exercises judgement in determining the assumptions used.
quantum of loss based on a range of factors. • Tested management’s review controls over model development, governance and
measurement of impairment allowances and disclosures.
The most significant areas are:
• Segmentation of loan book For impairment loss allowance as at 31 March 2019:
• Loan staging criteria • The loan impairment methodology was evaluated to confirm it was consistent
• Calculation of probability of default / Loss given default with the Ind AS 109 requirements and then confirmed that the calculations are
• Consideration of forward looking macro-economic factors performed in accordance with the approved methodology, including checking
mathematical accuracy of the workings.
There is a large increase in the data inputs required by the ECL model. • Tested the accuracy of key inputs used in the calculation and independently
This increases the risk of completeness and accuracy of the data that evaluated the reasonableness of the assumptions made.
has been used to create assumptions in the model. In some cases, data • Tested the PD and LGD calculation workings performed by management, including
is unavailable and reasonable alternatives have been applied to allow
Financial Statements
testing the data used in the assessment and evaluation of whether the results of
calculations to be performed, for example using internal risk ratings of validation support the appropriateness of the PDs at the portfolio level.
the customers in assessing the increase in credit risk. • Challenged completeness and validity of management overlays with assistance of
The evaluation for impairment is performed on a collective basis, our modelling team by critically evaluating the risks that have been addressed by
grouping the loans by product into homogenous exposures. In the management through overlays and also considering whether there are other risks
collective impairment provisions, the Other Auditors identified that not captured by the models which require additional overlays.
the key judgment areas which could result in a material misstatement • Tested the periods considered for capturing underlying data as base to PD and LGD
are the determination of probabilities of default (‘PDs’) and loss given calculations are in line with the past observed trends of the portfolio.
default (‘LGD’) rates, the use of management overlays and the periods • Changes to the modelling assumptions were assessed to confirm these were
considered for capturing the underlying data as base to the PD and LGD appropriate and in line with accounting standards.
calculations in calculating the provision.
Strategic Overview
a) Reviewing a written summary of the audit procedures performed by the Other
Auditors.
b) Discussing with the Other Auditors and the management of the component/
Parent Company to understand the basis of identification of the performance
obligations and determination of timing of revenue recognition.
c) Selected a sample of contracts and reassessed contractual terms to determine
adherence to the requirements of the new accounting standard.
Information Other than the Financial Statements and cash flows and consolidated changes in equity of the Group
Auditor’s Report Thereon including its associates and joint ventures in accordance with the
• The Company’s Board of Directors are responsible for the Ind AS and other accounting principles generally accepted in India.
preparation of the other information. The other information The respective Board of Directors of the companies included in
comprises the information included in the Management the Group and of its associates and joint ventures are responsible
Statutory Reports
other auditors, to the extent it relates to these entities and, financial statements by the Directors of the Parent Company, as
in doing so, place reliance on the work of the other auditors aforesaid.
and consider whether the other information is materially
inconsistent with the consolidated financial statements In preparing the consolidated financial statements, the respective
or our knowledge obtained during the course of our audit Board of Directors of the companies included in the Group and of its
or otherwise appears to be materially misstated. Other associates and joint ventures are responsible for assessing the ability
information so far as it relates to subsidiaries, joint ventures of the Group and of its associates and joint ventures to continue as
and associates, is traced from their financial statements a going concern, disclosing, as applicable, matters related to going
audited by the other auditors. concern and using the going concern basis of accounting unless
• If, based on the work we have performed, we conclude that the management either intends to liquidate the Group or cease
there is a material misstatement of this other information; operations, or has no realistic alternative but to do so.
Financial Statements
Strategic Overview
cash outflows amounting to ` 63.87 Crores for the year ended venture companies incorporated in India is disqualified as
on that date, as considered in the consolidated financial on March 31, 2019 from being appointed as a director in
statements. The consolidated financial statements also include terms of Section 164 (2) of the Act.
the Group’s share of net profit of ` 42.97 Crores for the year f) With respect to the adequacy of the internal financial
ended March 31, 2019, as considered in the consolidated controls over financial reporting and the operating
financial statements, in respect of five joint ventures and three effectiveness of such controls, refer to our separate Report
associates, whose financial statements / financial information in “Annexure A” which is based on the auditors’ reports of
have not been audited by us. These financial statements / the Company, subsidiary companies, associate companies
financial information are unaudited and have been furnished and joint venture companies incorporated in India to whom
to us by the Management and our opinion on the consolidated internal controls over financial reporting is applicable. Our
financial statements, in so far as it relates to the amounts report expresses an unmodified opinion on the adequacy
Statutory Reports
belief were necessary for the purposes of our audit of the if any, on long-term contracts including derivative
aforesaid consolidated financial statements. contracts;
b) In our opinion, proper books of account as required by iii) There has been no delay in transferring amounts,
law relating to preparation of the aforesaid consolidated required to be transferred, to the Investor Education
financial statements have been kept so far as it appears and Protection Fund by the Company and its subsidiary
from our examination of those books, returns and the companies, associate companies and joint venture
reports of the other auditors. companies incorporated in India.
c) The Consolidated Balance Sheet, the Consolidated
Statement of Profit and Loss (including Other For Deloitte Haskins & Sells LLP
Comprehensive Income), the Consolidated Cash Flow Chartered Accountants
Statement and the Consolidated Statement of Changes in
(Firm Registration No. 117366W/W-100018)
Equity dealt with by this Report are in agreement with the
Financial Statements
ANNEXURE “A” TO THE INDEPENDENT internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial
AUDITOR’S REPORT reporting, assessing the risk that a material weakness exists, and
(Referred to in paragraph (f) under ‘Report on Other Legal and testing and evaluating the design and operating effectiveness of
Regulatory Requirements’ section of our report of even date) internal control based on the assessed risk. The procedures selected
Report on the Internal Financial Controls Over Financial depend on the auditor’s judgement, including the assessment of the
Reporting under Clause (i) of Sub-section 3 of Section 143 of risks of material misstatement of the financial statements, whether
the Companies Act, 2013 (\“the Act”) due to fraud or error.
In conjunction with our audit of the consolidated financial We believe that the audit evidence we have obtained and the audit
statements of the Company as of and for the year ended March 31, evidence obtained by other auditors of the subsidiary companies,
2019, we have audited the internal financial controls over financial associate companies and joint ventures, which are companies
reporting of Piramal Enterprises Limited (hereinafter referred to as incorporated in India, in terms of their reports referred to in the
“Company”) and its subsidiary companies, its associate companies Other Matters paragraph below, is sufficient and appropriate to
and joint ventures, which are companies incorporated in India, as of provide a basis for our audit opinion on the internal financial controls
that date. system over financial reporting of the Company, its subsidiary
companies, its associate companies and joint ventures, which are
Management’s Responsibility for Internal Financial Controls companies incorporated in India.
The respective Board of Directors of the Company, its subsidiary
companies, its associate companies and joint ventures, which are Meaning of Internal Financial Controls Over Financial
companies incorporated in India, are responsible for establishing Reporting
and maintaining internal financial controls based on the internal A company's internal financial control over financial reporting is a
control over financial reporting criteria established by the respective process designed to provide reasonable assurance regarding the
Companies considering the essential components of internal control reliability of financial reporting and the preparation of financial
stated in the Guidance Note on Audit of Internal Financial Controls statements for external purposes in accordance with generally
Over Financial Reporting issued by the Institute of Chartered accepted accounting principles. A company's internal financial
Accountants of India (ICAI). These responsibilities include the design, control over financial reporting includes those policies and
implementation and maintenance of adequate internal financial procedures that (1) pertain to the maintenance of records that,
controls that were operating effectively for ensuring the orderly in reasonable detail, accurately and fairly reflect the transactions
and efficient conduct of its business, including adherence to the and dispositions of the assets of the company; (2) provide
respective company’s policies, the safeguarding of its assets, the reasonable assurance that transactions are recorded as necessary
prevention and detection of frauds and errors, the accuracy and to permit preparation of financial statements in accordance with
completeness of the accounting records, and the timely preparation generally accepted accounting principles, and that receipts and
of reliable financial information, as required under the Companies expenditures of the company are being made only in accordance
Act, 2013. with authorisations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely
Auditor’s Responsibility detection of unauthorised acquisition, use, or disposition of the
Our responsibility is to express an opinion on the internal financial company's assets that could have a material effect on the financial
controls over financial reporting of the Parent, its subsidiary statements.
companies, its associate companies and joint ventures, which are
companies incorporated in India, based on our audit. We conducted Inherent Limitations of Internal Financial Controls Over
our audit in accordance with the Guidance Note on Audit of Internal Financial Reporting
Financial Controls Over Financial Reporting (the “Guidance Note”) Because of the inherent limitations of internal financial controls over
issued by the Institute of Chartered Accountants of India and the financial reporting, including the possibility of collusion or improper
Standards on Auditing, prescribed under Section 143(10) of the management override of controls, material misstatements due to
Companies Act, 2013, to the extent applicable to an audit of internal error or fraud may occur and not be detected. Also, projections
financial controls. Those Standards and the Guidance Note require of any evaluation of the internal financial controls over financial
that we comply with ethical requirements and plan and perform reporting to future periods are subject to the risk that the internal
the audit to obtain reasonable assurance about whether adequate financial control over financial reporting may become inadequate
internal financial controls over financial reporting was established because of changes in conditions, or that the degree of compliance
and maintained and if such controls operated effectively in all with the policies or procedures may deteriorate.
material respects.
Opinion
Our audit involves performing procedures to obtain audit evidence In our opinion, to the best of our information and according to
about the adequacy of the internal financial controls system over the explanations given to us and based on the consideration of
financial reporting and their operating effectiveness. Our audit of the reports of the other auditors referred to in the Other Matters
Strategic Overview
incorporated in India, have in all material respects, an adequate adequacy and operating effectiveness of the internal financial
internal financial controls system over financial reporting and such controls over financial reporting in so far as it relates to six
internal financial controls over financial reporting were operating subsidiary companies, one associate company and two joint
effectively as at March 31, 2019, based on the criteria for internal ventures, which are companies incorporated in India, is based solely
financial control over financial reporting established by the on the corresponding reports of the auditors of such companies
respective companies considering the essential components of incorporated in India.
internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Our opinion is not modified in respect of the above matters.
Chartered Accountants of India.
For Deloitte Haskins & Sells LLP
Chartered Accountants
Rupen K. Bhatt
Partner
Mumbai, April 26, 2019 (Membership No. 046930)
Strategic Overview
Other Income (Net) 30 312.80 259.53
Total Income 13,528.14 10,898.88
Expenses
Cost of materials consumed 31 1,216.76 1,223.93
Purchases of Stock-in-Trade 32 307.36 299.91
Changes in inventories of finished goods, work-in-progress and stock-in-trade 33 5.09 (5.49)
Excise Duty - 8.32
Employee benefits expense 34 2,250.35 1,988.14
Finance costs 35 4,409.74 2,978.30
Depreciation and amortization expense 3 520.15 477.33
Other expenses, (Net) 36 2,341.18 1,964.67
Total Expenses 11,050.63 8,935.11
Profit before exceptional items, share of net profits of investments accounted for using 2,477.51 1,963.77
equity method and tax
Statutory Reports
Non-Controlling interests (2.97) (1.21)
1,470.12 5,120.28
Other comprehensive income/(expense) attributable to:
Owners of Piramal Enterprises Limited (357.39) 685.82
Non-Controlling interests - -
(357.39) 685.82
Total comprehensive income/(loss) attributable to:
Owners of Piramal Enterprises Limited 1,115.70 5,807.31
Non-Controlling interests (2.97) (1.21)
1,112.73 5,806.10
Earnings Per Equity Share (Basic) (` ) (Face value of ` 2/- each) 46 74.16 281.75
Earnings Per Equity Share (Diluted) (` ) (Face value of ` 2/- each) 46 73.86 281.67
The above Consolidated Statement of Profit and Loss should be read in conjunction with the accompanying notes
Financial Statements
(` in Crores)
Year Ended March Year Ended March
31, 2019 31, 2018
A. Cash Flow From Operating Activities
Profit before exceptional items, share of net profits of investments accounted for using equity method and tax 2,477.51 1,963.77
Adjustments for :
Depreciation and amortisation expense 520.15 477.33
Amortisation of leasehold land 0.07 0.52
Finance Costs attributable to other than financial services operations 668.77 572.11
Interest Income on Current Investments, Loans and bank deposits (149.46) (152.56)
Measurement of financial assets at FVTPL 15.79 13.35
Loss on account of change in control - 3.41
(Gain)/Loss on Sale of Property Plant and Equipment 0.82 (4.21)
Gain on Sale on Current Investment (Net) - (0.03)
Amortisation of grants & Other deferred income (5.79) (2.93)
Write back of contingent and deferred consideration (53.34) -
Accrued earnout for cosideration payable 1.15 -
Write-down of Inventories 4.87 22.70
Expected Credit Loss on Financial Assets (including Commitments) 324.36 238.71
Trade Receivables written off 17.32 -
Expected Credit Loss on Trade Receivables 11.40 18.29
Recognition of lease rent expense on straight-line method (1.02) (1.45)
Unrealised foreign exchange (gain) / loss 50.99 99.99
Operating Profit Before Working Capital Changes 3,883.59 3,249.00
Adjustments For Changes In Working Capital :
Adjustments for (increase) / decrease in operating assets
- Trade receivables (106.07) (278.48)
- Other Current Assets (104.71) (196.39)
- Other Non Current Assets (43.12) (36.59)
- Other Financial Assets - Non Current (6.73) (2.67)
- Other Financial Assets - Loans - Non Current (12,578.66) (15,581.64)
- Inventories (67.65) (73.65)
- Other Financial Assets - Current (828.36) 41.06
- Other Financial Assets - Loans - Current (3,760.97) 1.06
- Amounts invested in Debentures and Others (Net) 1,310.12 (1,495.51)
- Mutual funds 1,226.39 (1,078.56)
- Proceeds of asset (held for sale) 15.91 -
Adjustments for increase / (decrease) in operating liabilities
- Trade Payables 143.14 90.93
- Non - Current provisions 4.75 (32.50)
- Other Current Financial Liabilities (16.78) 111.83
- Other Current Liabilities 71.93 (21.85)
- Current provisions (19.90) (18.18)
- Provisions for Grants - Committed (5.78) (12.94)
- Other Non-current Financial Liabilities (0.64) 2.28
- Other Non-current Liabilities 10.04 (0.22)
- Interest accrued 195.21 207.65
Cash (Used in) Operations (10,678.29) (15,125.37)
- Taxes Paid (Net of Refunds) (876.04) (841.22)
Net Cash (Used in) Operating Activities Before Exceptional Items (11,554.33) (15,966.59)
Exceptional Items
- Severance pay (13.39) -
- Transaction costs incurred towards Sale of Imaging Business (Net of sale proceeds) (29.74) -
Net Cash (Used in) Operating Activities * (11,597.46) (15,966.59)
* includes interest received ` 6,438.73 Crores (Previous year ` 5,250.53 Crores), Dividend Received ` 69.43 Crores (Previous year ` 62.01 Crores) and interest paid during the year `
3,398.23 Crores (Previous year ` 2,209.02 Crores) pertaining to financial services operations.
Strategic Overview
B. Cash Flow From Investing Activities
Payments for Purchase of Property Plant and Equipment / Intangible Assets (691.90) (818.77)
Proceeds from Sale of Property Plant and Equipment / Intangible Assets 0.55 14.08
Interest Received 162.38 141.38
Restricted Escrow deposit placed - (2.90)
Bank balances not considered as Cash and cash equivalents
- Fixed deposits placed (52.50) (241.65)
- Matured 52.88 267.14
Other Bank Balances (29.63) (40.61)
Dividend received from Associate 84.59 15.87
Investment in Associate / Joint Venture (334.90) (5.25)
Loan given to Joint Venture 3.56 (32.56)
Payment of Deferred consideration (Refer Note 40 B) - (997.61)
Statutory Reports
Add: Cash balance acquired - 10.68
Less: Cash Balance transferred on sale of investment in subsidiary (5.71) (1.00)
Cash and Cash Equivalents as at March 31 635.62 2,300.64
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes
In terms of our report attached
For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors
Chartered Accountants
Ajay G. Piramal
Chairman
Strategic Overview
Notes Compulsorily Interests
Premium Reserve Redemption Redemption Reserve Reserve Bank Of 29C of the Earnings Translation
- Equity - Debt Hedging
Convertible Reserve Reserve NHB Act, Instruments Instruments Reserve
India Act, 1934 Reserve
Debentures 1987
Balance as at April 1, 2018 4,357.72 1,831.30 56.66 61.73 690.23 5,714.60 7.90 - 11,608.55 (25.36) 2,195.64 15.18 12.19 26,526.34 12.00
Add: Profit/ (Loss) for the year - - - - - - - - 1,473.09 - - - 1,473.09 (2.97)
Add: Other Comprehensive Income/ (Expense) - - - - - - - - (2.70) 186.52 (528.74) (3.60) (8.87) (357.39) -
Total Comprehensive Income/ (Loss) for the year - - - - - - - - 1,470.39 186.52 (528.74) (3.60) (8.87) 1,115.70 (2.97)
-
Issue of Compulsorily Convertible Debentures - - - - - - - - - - - - - - -
("CCD")-Equity Component
Conversion of Compulsorily Convertible (998.01) 1,111.77 - - - - - - - - - - - 113.76 -
Debentures into Equity shares (net of
transaction cost) (Refer Note 58(a))
Rights Issue of Equity Shares (Refer Note 58(b)) - 2.69 - - - - - - - - - - - 2.69 -
Utilised for increase in authorised share capital - (2.49) - - - - - - - - - - - (2.49)
Rights Issue Expenses 17 - - - - - - - - - - - - - - -
Balance as at March 31, 2019 3,359.71 2,942.00 56.66 61.73 1,516.88 5,714.60 23.50 288.52 11,405.40 161.16 1,666.90 11.58 3.32 27,211.96 9.03
Statutory Reports
Rupen K. Bhatt Vivek Valsaraj Leonard D'Souza
Partner Chief Financial Officer Company Secretary
Membership Number: 046930
Financial Statements
In Financial Services, Group provides comprehensive financing ii) New and amended IND AS standards that are effective from
solutions to various companies. It provides both wholesale and the current year
retail funding opportunities across sectors. In real estate, the The Group has applied the following standards and
platform provides housing finance and other financing solutions amendments for the first time for the annual reporting
across the entire capital stack ranging from early stage private period commencing April 01, 2018:
equity, structured debt, senior secured debt, construction
finance, and flexi lease rental discounting. The wholesale (a) IND AS 115, Revenue from Contracts with Customers
business in non-real estate sector includes separate verticals (IND AS 115)
- Corporate Finance Group (CFG) and Emerging Corporate The Group adopted Ind AS 115 - Revenue from
Lending (ECL). CFG provides customized funding solutions to contracts with customers, using the cumulative catch-
companies across sectors such as infrastructure, renewable up transition method which is applied to contracts that
energy, roads, industrials, auto components etc. while ECL were not completed as of April 01, 2018. Accordingly,
focuses on lending towards Small and Medium Enterprises the comparatives have not been retrospectively
(SMEs). The Group has also launched Distressed Asset Investing adjusted. The effect of adoption of Ind AS 115 is
platform that will invest in equity and/or debt in assets across insignificant.
sectors (other than real estate) to drive restructuring with (b) Amendments to IND AS 21
active participation in turnaround. The Group also has strategic (c) Amendments to IND AS 12
alliances with top global funds such as APG Asset Management,
Bain Capital Credit, CPPIB Credit Investment Inc. and Ivanhoé These amended standards listed above did not have
Cambridge (CDPQ). The Group has long term equity investments any material impact on the amounts recognised in
in Shriram Group, a leading financial conglomerate in India. prior periods/ current period and are not expected to
significantly affect the future periods.
PEL is listed on the BSE Limited and the National Stock Exchange
of India Limited in India. iii) Principles of consolidation and equity accounting
a) Subsidiaries:
2A. Significant Accounting Policies Subsidiaries are all entities (including Structured
entities) over which the group has control. Control is
i) Basis of preparation achieved when the Group has power over the investee,
Compliance with Ind AS is exposed, or has rights, to variable returns from its
The Consolidated financial statements comply in all involvement with the investee and has the ability to
material aspects with Indian Accounting Standards (Ind AS) use its power to affect its returns. Subsidiaries are
notified under Section 133 of the Companies Act, 2013 (the fully consolidated from the date on which control is
Act) read with Companies (Indian Accounting Standards) transferred to the group. They are deconsolidated
Rules, 2015, as amended, and other relevant provisions of from the date that control ceases.
the Act.
The acquisition method of accounting is used to
Accounting policies have been consistently applied except account for business combinations by the group.
where a newly issued accounting standard is initially
adopted or a revision to the existing accounting standard The group combines the financial statements of the
requires a change in the accounting policy hitherto in use. parent and its subsidiaries line by line adding together
Strategic Overview
eliminated unless the transaction provides evidence of post acquisition profits or losses of the investee
of an impairment of the transferred asset. Accounting in profit and loss, and the group's share of other
policies of subsidiaries have been changed where comprehensive income of the investee in other
necessary to ensure consistency with the policies comprehensive income. Dividends received or
adopted by the group. receivable from associates or joint ventures are
recognised as a reduction in the carrying amount of
Non-controlling interests in the results and equity of the investment.
subsidiaries are shown separately in the consolidated
statement of profit and loss, consolidated statement of Unrealised gains on transactions between the group
changes in equity and balance sheet respectively. and its associates and joint ventures are eliminated
to the extent of the group's interest in these entities.
b) Associates:
Statutory Reports
relating to the arrangement. transferred for the acquisition of a subsidiary comprises
A joint venture is a joint arrangement whereby the the:
parties that have joint control of the arrangement have - fair values of the assets transferred;
rights to the net assets of the joint arrangement. - liabilities incurred to the former owners of the acquired
Joint control is the contractually agreed sharing business;
of control of an arrangement, which exists only - equity interests issued by the group; and
when decisions about the relevant activities require - fair value of any asset or liability resulting from a
unanimous consent of the parties sharing control. " contingent consideration arrangement.
The Group recognises its direct right to the assets, Identifiable assets acquired and liabilities and contingent
liabilities, revenues and expenses of joint operations liabilities assumed in a business combination are, with
Financial Statements
and its share of any jointly held or incurred assets, limited exceptions, measured initially at their fair values
liabilities, revenues and expenses. These have been at the acquisition date. The group recognises any non-
incorporated in the financial statements under the controlling interest in the acquired entity on an acquisition-
appropriate headings. by-acquisition basis at the non-controlling interest’s
proportionate share of the acquired entity’s net identifiable
Interests in joint ventures are accounted for using the assets.
equity method (see (d) below), after initially being
recognised at cost in the consolidated balance sheet.
If the business combination is achieved in stages, the Losses arising from the retirement of, and gains or
acquisition date carrying value of the acquirer’s previously losses arising from disposal of Property, Plant and
held equity interest in the acquiree is remeasured to fair Equipment are recognised in the Statement of Profit
value at the acquisition date. Any gains or losses arising and Loss."
from such remeasurement are recognised in profit or loss
or other comprehensive income, as appropriate. Depreciation
Depreciation is provided on a pro-rata basis on the
Common control transactions straight line method ('SLM') over the estimated
Business combinations involving entities that are controlled useful lives of the assets specified in Schedule II of
by the group are accounted for using the pooling of the Companies Act, 2013 / estimated useful lives
interests method as follows: as determined by the management of respective
subsidiaries based on technical evaluation. The assets’
1) The assets and liabilities of the combining entities are residual values and useful lives are reviewed, and
reflected at their carrying amounts. adjusted if appropriate, at the end of each reporting
2) No adjustments are made to reflect fair values, or period.
recognise any new assets or liabilities. Adjustments are
only made to harmonise accounting policies. The estimated useful lives of Property, Plant &
3) The balance of the retained earnings appearing in the Equipment are as stated below:
financial statements of the transferor is aggregated Asset Class Useful life
with the corresponding balance appearing in the Buildings* 3 years - 60 years
financial statements of the transferee or is adjusted Roads 10 years
against general reserve. Plant & Equipment 3 - 20 years
4) The identity of the reserves are preserved and the Continuous Process Plant 25 years
reserves of the transferor become the reserves of the Office Equipment 3 years - 15 years
transferee. Motor Vehicles 4 - 8 years
5) The difference, if any, between the amounts Helicopter 20 years
recorded as share capital issued plus any additional Ships 13 years/28 Years
consideration in the form of cash or other assets Furniture & fixtures 3 - 15 years
and the amount of share capital of the transferor *Useful life of leasehold improvements is as per lease period
Strategic Overview
Gains or losses arising from the retirement or disposal tested annually for impairment, or more frequently if
of an intangible asset are determined as the difference events or changes in circumstances indicate that they
between the disposal proceeds and the carrying might be impaired.
amount of the asset and are recognised as income or Goodwill is carried at cost less accumulated
expense in the Consolidated Statement of Profit and impairment losses."
Loss."
vii) Impairment of Assets
The research and development (R&D) cost is The Group assesses at each Balance Sheet date whether
accounted in accordance with Ind AS - 38 ‘Intangibles’. there is any indication that an asset may be impaired.
Research For the purposes of assessing impairment, the smallest
Research costs, including patent filing charges, identifiable group of assets that generates cash inflows
Statutory Reports
• adequate technical, financial and other resources attributable to the acquisition or issue of financial assets
to complete the development and to use or sell the and financial liabilities (other than financial assets and
asset are available; and financial liabilities at fair value through profit or loss) are
• the expenditure attributable to the asset during its added to or deducted from the fair value of the financial
development can be reliably measured. assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the
Intangible Assets with finite useful lives are amortized on a acquisition of financial assets or financial liabilities at fair
straight line basis over the following period: value through profit or loss are recognised immediately in
Asset Class Useful life profit or loss. Financial assets with embedded derivatives
Brands and Trademarks 5 - 25 years are considered in their entirety when determining whether
Copyrights, Know-how (including qualifying Product 4 - 25 years their cash flows are solely payment of principal and
Development Cost) and Intellectual property rights
Financial Statements
interest."
Computer Software (including acquired database) 2 - 9 years
Customer relationships 8 - 14 years Investments and Other Financial assets
Classification:
The assets’ residual values and useful lives are reviewed, and The Group classifies its financial assets in the following
adjusted if appropriate, at the end of each reporting period. measurement categories:
Certain trademarks are assessed as Intangible Assets with • those to be measured subsequently at fair value (either
indefinite useful lives. through other comprehensive income, or through profit
or loss), and
Strategic Overview
also takes into account the below qualitative parameters which are designated as hedging instruments in a hedging
in determining the increase in credit risk for the financial relationship.
assets:
Financial liabilities and equity instruments
1) Significant negative deviation in the business plan of Classification as debt or equity
the borrower Debt and equity instruments issued by a Group entity
2) Internal rating downgrade for the borrower or the are classified as either financial liabilities or as equity
project in accordance with the substance of the contractual
3) Current and expected financial performance of the arrangements and the definitions of a financial liability and
borrower an equity instrument.
4) Need for refinance of loan due to change in cash flow
Equity Instrument
Statutory Reports
All financial liabilities are subsequently measured at
Statement of Profit and Loss. amortised cost using the effective interest method or at
Derecognition of financial assets FVTPL.
A financial asset is derecognised only when: Financial liabilities are classified as at FVTPL when the
• The Group has transferred the rights to receive cash financial liability is either contingent consideration
flows from the financial asset or recognised by the Group as an acquirer in a business
• retains the contractual rights to receive the cash flows of combination to which Ind AS 103 applies or is held for
the financial asset, but assumes a contractual obligation trading or it is designated as at FVTPL.
to pay the cash flows to one or more recipients. Financial liabilities that are not held-for-trading and are not
Where the entity has transferred an asset, the Group designated as at FVTPL are measured at amortised cost at
Financial Statements
evaluates whether it has transferred substantially all risks the end of subsequent accounting periods. The carrying
and rewards of ownership of the financial asset. In such amounts of financial liabilities that are subsequently
cases, the financial asset is derecognised. Where the entity measured at amortised cost are determined based on the
has not transferred substantially all risks and rewards of effective interest method.
ownership of the financial asset, the financial asset is not The effective interest method is a method of calculating
derecognised." the amortised cost of a financial liability and of allocating
Foreign exchange gains and losses interest expense over the relevant period. The effective
The fair value of financial assets denominated in a foreign interest rate is the rate that exactly discounts estimated
currency is determined in that foreign currency and future cash payments (including all fees paid or received
Foreign exchange gains and losses (ii) Derivatives that are not designated as hedges:
For financial liabilities that are denominated in a foreign The group enters into certain derivative contracts to
currency and are measured at amortised cost at the end hedge risks which are not designated as hedges. Such
of each reporting period, the foreign exchange gains and contracts are accounted for at fair value through profit
losses are determined based on the amortised cost of the or loss.
instruments.
Embedded derivatives
Financial Guarantee Contracts Derivatives embedded in a host contract that is an asset
A financial guarantee contract is a contract that requires within the scope of Ind AS 109 are not separated. Financial
the issuer to make specified payments to reimburse the assets with embedded derivatives are considered in their
holder for a loss it incurs because a specified debtor fails to entirety when determining whether their cash flows are
make payments when due in accordance with the terms of solely payment of principal and interest.
a debt instrument.
Derivatives embedded in all other host contract are
Financial guarantee contracts issued by the Group are separated only if the economic characteristics and risks
initially measured at their fair values and are subsequently of the embedded derivative are not closely related to the
measured at the higher of: economic characteristics and risks of the host and are
measured at fair value through profit or loss. Embedded
• the amount of the loss allowance determined in derivatives closely related to the host contracts are not
accordance with Ind AS 109; and separated.
• the amount initially recognised less, where appropriate,
cumulative amortisation recognised in accordance with Offsetting Financial Instruments
the revenue recognition policies. Financial Assets and Liabilities are offset and the net
amount is reflected in the balance sheet where there
Derecognition of financial liabilities is a legally enforceable right to offset the recognised
The Group derecognises financial liabilities when, and only amounts and there is an intention to settle the liability
when, the Group’s obligations are discharged, cancelled or simultaneously. The legally enforceable right must not be
have expired. An exchange between with a lender of debt contingent on future events and must be enforceable in
instruments with substantially different terms is accounted the normal course of business and in the event of default,
for as an extinguishment of the original financial liability insolvency or bankruptcy of the Group or counterparty.
and the recognition of a new financial liability.
ix) Trade Receivables
Derivatives and hedging activities Trade receivables are recognised initially at fair value
Derivatives are initially recognised at fair value on the date and subsequently measured at amortised cost using the
a derivative contract is entered into and are subsequently effective interest method, less provision for impairment.
re-measured to their fair value at the end of each reporting
period. The accounting for subsequent changes in fair x) Inventories
value depends on whether the derivative is designated as a Inventories comprise of Raw and Packing Materials, Work
hedging instrument, and if so, the nature of the item being in Progress, Finished Goods (Manufactured and Traded)
hedged and the type of hedge relationship designated. and Stores and Spares. Inventories are valued at the
lower of cost and the net realisable value after providing
Strategic Overview
other levies, transit insurance and receiving charges. The
cost of Work-in-progress and Finished Goods comprises Defined Contribution Plans
of materials, direct labour, other direct costs and related The Group's contribution to provident fund (in case of
production overheads and Excise duty as applicable. contributions to the Regional Provident Fund office),
pension and employee state insurance scheme and
Net realizable value is the estimated selling price in the other social security schemes in overseas jurisdictions
ordinary course of business less the estimated costs of are considered as defined contribution plans, as the
completion and the estimated costs necessary to make the Group does not carry any further obligations apart
sale." from the contributions made on a monthly basis and
are charged as an expense based on the amount of
xi) Employee Benefits contribution required to be made.
Statutory Reports
recognised in profit or loss. expense in the statement of profit and loss.
The obligations are presented as current liabilities In case of an overseas subsidiary, where pension is
in the balance sheet if the entity does not have an classified as a Defined Benefit Scheme, assets are
unconditional right to defer settlement for at least measured using market values and liabilities are
twelve months after the reporting period, regardless measured using a Projected Unit Credit method
of when the actual settlement is expected to occur. and discounted using market yields determined by
Long Term Service Awards are recognised as a liability reference to high-quality corporate bonds that are
at the present value of the defined benefit obligation denominated in the currency in which benefits will be
as at the balance sheet date. " paid, and that have terms approximating to the terms
of the related obligation. Shortfall, if any, is provided
(iii) Post-employment obligations for in the financial statements. "
Financial Statements
Strategic Overview
of the enterprise for the period, the nature and amount of at the end of each reporting period and reduced to the
such items is disclosed separately as Exceptional items. extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to be
xvi) Government Grants recovered.
Grants from the government are recognised at their fair Deferred tax liabilities and assets are measured at the tax
value where there is a reasonable assurance that the grant rates that are expected to apply in the period in which the
will be received and the group will comply with all attached liability is settled or the asset realised, based on tax rates
conditions. (and tax laws) that have been enacted or substantively
enacted by the end of the reporting period. "
Government grants relating to income are deferred and
recognised in the profit or loss over the period necessary Current and deferred tax are recognised in profit or loss,
except when they relate to items that are recognised in
xvii) Leases Current tax assets and current tax liabilities are offset when
Operating Leases there is a legally enforceable right to set off the recognised
Leases in which a significant portion of the risks and amounts and there is an intention to settle the asset and
Statutory Reports
it is probable that the differences will not reverse in the
Tax expense for the period, comprising current tax and foreseeable future.
deferred tax, are included in the determination of the
net profit or loss for the period. Current tax is measured Deferred tax assets are not recognised for temporary
at the amount expected to be paid to the tax authorities differences between the carrying amount and tax bases of
in accordance with the taxation laws prevailing in the investments in subsidiaries, associates and interest in joint
respective jurisdictions. arrangements where it is not probable that the differences
will reverse in the foreseeable future and taxable profit will
Deferred tax is recognised on temporary differences not be available against which the temporary difference
between the carrying amounts of assets and liabilities can be utilised.
and the corresponding tax bases used in the computation
of taxable profit. Deferred tax liabilities are generally xix) Cash and Cash Equivalents
Financial Statements
recognised for all taxable temporary differences. Deferred In the cash flow statement, cash and cash equivalents
tax assets are generally recognised for all deductible includes cash on hand, demand deposits with banks,
temporary differences to the extent that it is probable other short-term highly liquid investments with original
that taxable profits will be available against which those maturities of three months or less that are readily
deductible temporary differences can be utilised. Such convertible to known amounts of cash and which are
deferred tax assets and liabilities are not recognised if the subject to an insignificant risk of changes in value, and bank
temporary difference arises from the initial recognition overdrafts. Bank overdrafts are shown within borrowings in
(other than in a business combination) of assets and current liabilities in the balance sheet.
liabilities in a transaction that affects neither the taxable
profit nor the accounting profit. In addition, deferred tax
Strategic Overview
data to the extent it is available. When Level 1 inputs are not
available, the Group engages third party qualified external Defined benefit plans:
valuers to establish the appropriate valuation techniques and The cost of the defined benefit plans and the present value of
inputs to the valuation model. the defined benefit obligation are based on actuarial valuation
using the projected unit credit method. An actuarial valuation
Information about the valuation techniques and inputs used in involves making various assumptions that may differ from actual
determining the fair value of various assets and liabilities are developments in the future. These include the determination of
disclosed in Note 55. the discount rate, future salary increases and mortality rates.
Due to the complexities involved in the valuation and its long-
Impairment of Goodwill (Refer Note 41) term nature, a defined benefit obligation is highly sensitive to
Determining whether goodwill is impaired requires an changes in these assumptions. All assumptions are reviewed at
Statutory Reports
a significant proportion of the assets of the Group. Depreciation considered as an Associate.
is derived after determining an estimate of an asset’s expected
useful life and the expected residual value at the end of its Assessment of Joint control (Refer Note 39 (b))
life. The useful lives and residual values of Group's assets are Irrespective of the voting rights in an entity, if a contractual
determined by management at the time the asset is acquired arrangement requires unanimous consent from all the parties
and reviewed periodically, including at each financial year end. for the relevant activities and if there is a separation of the legal
The lives are based on historical experience with similar assets form of the structure, the arrangement is accounted as a Joint
as well as anticipation of future events, which may impact their venture.
life, such as changes in technology.
Deferred Taxes
Financial Statements
304
(` in Crores)
GROSS CARRYING AMOUNT ACCUMULATED DEPRECIATION / AMORTISATION NET CARRYING AMOUNT
As at As at As at
NOTES
Product-related Intangibles - Brands and Trademarks Brands and trademarks € 356.89 388.51 5 years to 14 years
Product-related Intangibles - Brands and Trademarks Purchased brand ** - 197.77 -
Product-related Intangibles - Brands and Trademarks Purchased Brands (Refer @) 1,830.89 1,813.74 19-24 years
Customer Relations Purchased Brands 59.91 63.55 9 years
Product-related Intangibles - Copyrights, Knowhow and Intellectual property rights Purchased Brands 156.57 159.65 9 years
# Depreciation for the year includes depreciation amounting to ` 9.81 Crores (Previous Year ` 9.77 Crores) on assets used for Research and Development locations at Ennore and Mumbai.
+ Certain Brands are in the process of being registered in the name of the Company, for which the necessary application has been made with trade mark registry.
^ The Company has a 25% share in joint ownership of Helicopter
Current year
** For disposal of assets Refer Note 37
Refer Note 44 for the assets mortgaged as security against borrowings.
Refer Note 28 B for the contractual capital commitments for purchase of Property, Plant & Equipment
3. PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS
(` in Crores)
GROSS CARRYING AMOUNT ACCUMULATED DEPRECIATION / AMORTISATION NET CARRYING AMOUNT
Purchase
NOTES
(Internally Generated)
Product Know-how 2.32 - - - - - 2.32 0.38 - 0.19 - - 0.57 1.75 1.94
Total (II) 3,342.25 19.72 226.20 - (139.28) 32.68 3,481.57 261.79 - 263.64 0.73 8.90 533.60 2,947.97 3,080.46
Grand Total (I+II) 5,125.23 19.72 1,074.16 23.18 (116.37) 70.26 6,149.82 579.72 - 477.33 14.04 13.83 1,056.84 5,092.98 4,545.51
+ Certain Brands are in the process of being registered in the name of the Company, for which the necessary application has been made with trade mark registry.
^ The Company has a 25% share in joint ownership of Helicopter
Previous year
@ Acquisition of Intangibles from Fera Pharmaceuticals and Oakwood Laboratories
On January 18, 2018, the Company acquired Abbreviated New Drug Application (ANDA) for Levothyroxine Sodium for injection and all files, documents, information and all correspondence or submissions to Food and Drug Administration related
to this from Fera Pharmaceutical and Oakwood Laboratories for ` 65.54 Crores (U.S.$ 10 million).
The Company recorded the acquisition of asset as brands and trademarks. The Company estimated that the useful life of this product is 15 years. The carrying value of these intangibles as on March 31, 2019 is ` 64.72 Crores (Previous year: `
65.42 Crores.)
Of the above consideration, USD 4 million was paid upfront , USD 2 million on February 1, 2018, USD 2 million was written back during the current year and the balance USD 2 million will be paid on July 1, 2019. This payable has been accounted
under deferred consideration in Note 24.
305
Financial Statements Statutory Reports Board & Management Profiles Management Discussion & Analysis Strategic Overview
NOTES
to the Consolidated financial statements for the year ended March 31, 2019
4. INVESTMENTS
(a) Investments accounted for using the equity method
As at March 31, 2019 As at March 31, 2018
Particulars
Quantity (` in Crores) Quantity (` in Crores)
A. In Joint Ventures (Unquoted) - At Cost:
i. Convergence Chemicals Private Limited
Interest as at April 1 35,705,100 28.60 35,705,100 34.74
Add - Share of profit/(loss) for the year 1.79 (2.72)
Less - Share of unrealised profit on closing stock * (3.44)
Add - Share of other comprehensive income for the year * 0.02
30.39 28.60
ii. Shrilekha Business Consultancy Private Limited
Interest as at April 1 62,234,605 2,901.05 62,234,605 2,674.42
Add - Share of profit for the year 274.62 242.50
Less - Share of other comprehensive loss for the year (3.60) -
Less - Dividend received (23.33) (15.87)
3,148.74 2,901.05
iii. India Resurgence ARC Private Limited (formerly known as Piramal Assets
Reconstruction Private Limited) (Refer Note 39 (c))
Cost of investment 1,000,000 1.03 1,000,000 1.00
Add - Investment during the year 50,000,000 50.00 -
Add - Share of profit/(loss) for the year (0.32) 0.03
50.71 1.03
iv. India Resurgence Asset Management Business Private Limited (formerly known as PEL
Asset Resurgence Advisory Private Limited) (Refer Note 39 (c))
Cost of investment (including additional shares not yet allotted) 5,000,000 5.12 5,000,000 5.88
Add - Investment during the year 10,000,000 4.75 -
Add - Share of loss for the year (9.87) (0.76)
- 5.12
v. Piramal Ivanhoe Residential Equity Fund 1
Interest as at April 1 - -
Add - Investment during the year 1,220,708 122.07 -
Add - Share of profit for the year 0.53 -
122.60 -
vi. India Resurgence Fund Scheme II
Interest as at April 1 - -
Add - Investment during the year 15,807,476 158.07 -
Add - Share of profit for the year 0.64 -
158.71 -
Total (A) 3,511.15 2,935.80
B. In Associates :
I Quoted - At Cost:
Piramal Phytocare Limited
Interest as at April 1 4,550,000 - 4,550,000 0.88
Add - Share of loss for the year (Refer Note A below) - (0.88)
Total (B (I)) - -
II Unquoted - At Cost:
i. Allergan India Private Limited
Interest as at April 1 3,920,000 152.83 3,920,000 106.00
Add - Share of profit for the year 50.99 46.86
Add - Share of other comprehensive income for the year * (0.03)
Less - Dividend received (61.25) -
142.57 152.83
ii. Shriram Capital Limited
Interest as at April 1 1,000 0.01 1,000 0.01
0.01 0.01
iii. Bluebird Aero Systems Limited
Interest as at April 1 67,137 38.99 67,137 38.38
Add - Share of profit/ (loss) for the year 1.00 (1.50)
Add - Currency translation differences * 2.11
39.99 38.99
iv. Context Matters, Inc.
Cost of investment - - 11,943,822 15.11
Less: Conversion of Associate into Subsidiary (Refer Note 40A(ii)) - - (11,943,822) (15.11)
- -
Total (B(II)) 182.57 191.83
Strategic Overview
As at March 31, 2019 As at March 31, 2018
Particulars
Quantity (` in Crores) Quantity (` in Crores)
Aggregate market value of quoted investments 16.77 16.68
Aggregate carrying value of quoted investments - -
Aggregate carrying value of unquoted investments 3,693.72 3,127.63
Aggregate amount of impairment in value of investments - -
Note A
Investment in Piramal Phytocare Limited
The loss recongnised during the previous year is restricted to the carrying value of investments, no loss is recognized during the current year.
* below rounding off norms adopted by the Group
Statutory Reports
* below rounding off norms adopted by the Group
Less: Provision for Impairment based on Expected credit loss model 40.39 56.41
1,436.70 3,791.11
Investment in Mutual Funds (Quoted) - At FVTPL: 25.66 1,270.16
25.66 1,270.16
Investments in Alternative Investment Funds/Venture Capital Funds - At FVTPL: 76.79
76.79 -
(` in Crores)
Particulars As at March 31, 2019 As at March 31, 2018
Aggregate market value of quoted investments
- Non-Current 5,420.80 6,470.74
- Current 934.16 1,407.42
Aggregate gross carrying value of unquoted investments
- Non-Current 14,468.26 14,289.61
- Current 1,553.88 3,847.52
Aggregate amount of provision for impairment in value of investments 323.70 300.77
Refer Note 44 for Investments mortgaged as security against borrowings.
5. LOANS - NON-CURRENT
(` in Crores)
As at March 31, 2019 As at March 31, 2018
Loans (Secured and Considered Good) - at Amortised Cost
Term Loans (Refer Note 44) 33,359.56 18,167.50
Less: Provision for expected credit loss 438.14 290.66
32,921.42 17,876.84
Inter Corporate Deposits (Refer Note 44) - 2,225.80
Less: Provision for expected credit loss - 31.31
- 2,194.49
Loans (Secured and Credit Impaired) - at Amortised Cost
Inter Corporate Deposits (Refer Note 44) 91.66 -
Less: Provision for expected credit loss 13.35 -
78.31 -
Loans (Secured and Considered Good) - at Fvtpl
Term Loans 370.56 223.82
Loans (Secured and Credit Impaired) - at Amortised Cost
Term Loans 163.94 37.13
Less: Provision for expected credit loss 111.85 37.13
52.09 -
Loans (Unsecured and Considered Good) - at Amortised Cost
Term Loans - 19.22
Less: Provision for expected credit loss - 0.09
- 19.13
Loans (Secured and Significant Increase In Credit Risk) -
at Amortised Cost
Term Loans 171.73 27.94
Less: Provision for expected credit loss 21.52 0.85
150.21 27.09
Loans (Unsecured and Considered Good) - at Amortised Cost
Inter Corporate Deposits (Refer Note 44) - 850.00
Loans to related parties (Refer Note 43) 29.02 32.56
-
Loans to Employees 11.96 -
-
Total 33,613.57 21,223.93
Strategic Overview
Bank deposits with more than 12 months maturity - 8.00
Advances recoverable 0.50 1.00
Security Deposits 47.02 41.03
Restricted Deposit - Escrow Account (Refer Note below) - 12.80
Total 47.52 62.83
Note: In previous year, amounts lying in Escrow deposit represent the amounts to be invested in Searchlight Health Private Limited (formerly known as Health Super Hiway Private Limited),
pending fulfilment of Conditions precedent for each tranche of investment. In the current year, this amount is transferred to Other Financial Asset -Current.
Statutory Reports
Refer Note 53 for movements during the year.
9. INVENTORIES
(` in Crores)
As at March 31, 2019 As at March 31, 2018
Raw and Packing Materials [includes in Transit of ` 23.74 Crores as on March 31, 341.58 280.81
2019, (Previous year ` 10.83 Crores)]
Work-in-Progress 248.85 259.87
Finished Goods 101.50 100.11
Stock-in-trade 80.89 76.38
Stores and Spares 62.29 56.85
Total 835.11 774.02
In the Pharmaceuticals Manufacturing and Services business, the credit period on sale of goods ranges from 7 to 150 days; in the Healthcare
Insights and Analytics business, the average credit period allowed to customers is 76 days.
The Group has a documented Credit Risk Management Policy for its Pharmaceuticals Manufacturing and Services business. For every
new customer (except established large pharma companies), the group performs a credit rating check using an external credit agency. If a
customer clears the credit rating check, the credit limit for that customer is derived using internally documented scoring systems. The credit
limits for all the customers are reviewed on an ongoing basis.
In the Healthcare Insights and Analytics business, the customer base is mainly comprised of the top bio-tech companies with no history of
failing to pay for products ordered or services rendered. In the event that new information arises about a customer’s financial condition
which would impact their ability to pay and management believes that there is an exposure, a provision is established for these potential
credit losses. To date, these losses have been within management’s expectations.
The Group has used a practical expedient by computing the expected credit loss allowance for External Trade Receivables based on a
provision matrix. The provision matrix takes in to account historical credit loss experience and adjusted for forward-looking information. The
expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix. The
provision matrix at the end of the reporting period is as follows:
Expected credit
Ageing - Pharmaceuticals Manufacturing and Services business
loss (%) - For
external customers
Less than 150 days 0.30%
151 days to 365 days 0.30%
More than 365 days 100.00%
Expected credit
Ageing - Healthcare Insights and Analytics business
loss (%) - For
external customers
Less than 76 days -
More than 76 days 1.00%
(` in Crores)
Expected credit loss
Ageing As at As at
March 31, 2019 March 31, 2018
Within due date 10.78 5.05
After Due date 45.03 48.98
Strategic Overview
More than 365 days 58.10 74.83
Total 1,462.06 1,409.48
If the trade receivables (discounted) are not paid at maturity, the bank has right to request the Group to pay the unsettled balance. As
the Group has not transferred the risks and rewards relating to these customers, it continues to recognize the full carrying amount of the
receivables and has recognized the cash received on the transfer as a secured borrowing (Refer Note 23).
At the end of the reporting period, the carrying amount of the trade receivables that have been transferred but have not been de-recognized
amounted to ` 0.79 Crores (Previous year ` 1.56 Crores) and the carrying value of associated liability is ` 0.79 Crores (Previous year ` 1.56
Crores) (Refer Note 23).
(` in Crores)
Year ended March Year ended March
Fixed Deposit amounting to ` Nil ( Previous year ` 148.00 Crores) represents balance held with bank from Right Issue proceeds pending
utilisation. Except this, there are no repatriation restrictions with regard to Cash and Cash Equivalents as at the end of the reporting period
and prior periods.
Statutory Reports
(` in Crores)
As at March 31, 2019 As at March 31, 2018
i. Earmarked balances with banks
- Unclaimed Dividend Account 21.64 18.37
- Others 40.80 36.74
62.44 55.11
ii. Margin Money 15.29 14.47
iii. Deposit Account (more than 3 months original maturity but less than 12 months) " 29.11 -
Total 106.84 69.58
Note: Bank balance of ` 0.55 Crores represents Rights Issue proceeds pending utilisation kept in Escrow account (previous year ` Nil).
Financial Statements
Strategic Overview
Advances :
Unsecured and Considered Good 110.14 174.42
Considered Doubtful 0.08 0.08
110.22 174.50
Less : Provision for Doubtful Advances 0.08 0.08
110.14 174.42
Prepayments 107.90 75.00
Unamortized distribution fees 32.71 14.86
Balance with Government Authorities 236.94 135.95
Unbilled Revenue * 5.51 -
Claims Receivable 15.11 19.73
Total 508.31 419.96
Statutory Reports
At the end of the year 184,446,972 36.89 180,273,674 36.05
There are no equity shares due and outstanding to be credited to Investor Education and Protection Fund as at the year end.
(iii) Aggregate number of shares issued for consideration other than cash during the period of five years immediately
Financial Statements
Equity Shares allotted as fully paid-up pursuant to merger of PHL Holdings Private into the Company 2013-14 84,092,879
Capital Reserve
At the beginning of the year 56.66 56.66
56.66 56.66
This reserve is outcome of past business combinations.
Securities Premium
At the beginning of the year 1,831.30 -
Add : Conversion of Compulsorily Convertible Debentures into Equity Shares 1,111.77 60.14
(net of transaction cost )(Refer Note 58 (a))
Add : Rights Issue of Equity shares (Refer Note 58 (b)) 2.69 1,780.07
Less : Rights Issue Expenses - 8.91
Less: Expenses incurred on conversion of Compulsorily Convertible Debentures 1.27 -
Less: Utilised for increase in authorised share capital 2.49 -
2,942.00 1,831.30
Securities Premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the Provisions of the Act
(` in Crores)
As at March 31, 2019 As at March 31, 2018
Strategic Overview
General Reserve
At the beginning of the year 5,714.60 5,637.18
Add : Transferred from Reserve Fund u/s 45-IC(1) of the Reserve Bank
of India Act, 1934 - 77.90
Less : Transferred to Reserve Fund u/s 45-IC(1) of the Reserve Bank
of India Act, 1934 - 0.48
5,714.60 5,714.60
Reserve Fund is required to be maintained u/s 45-IC(1) of the Reserve Bank of India Act, 1934 for Non Banking Financial Companies (NBFC). During the current
Statutory Reports
FVTOCI - Equity Instruments
At the beginning of the year 2,195.64 1,551.48
Add/ (Less): Changes in Fair value of FVTOCI Equity instruments (net of tax) (528.74) 644.16
1,666.90 2,195.64
The Group has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are
accumulated within the FVTOCI equity investments reserve within equity. The Group transfers amounts from this reserve to retained earnings when the relevant
equity securities are derecognised.
within the FVTOCI debt investments reserve within equity. The Group transfers amounts from this reserve to Consolidated statement of profit & loss when the
relevant debt securities are derecognised.
(` in Crores)
As at March 31, 2019 As at March 31, 2018
Share application money pending allotment (Refer Note 58(c)) 4.18 -
4.18 -
Retained Earnings
At the beginning of the year 11,608.55 6,966.78
Add: Profit for the year 1,470.12 5,120.28
Less: Remeasurement of Post Employment Benefit Obligations (net of tax) (2.70) (10.08)
Less: Dividends paid (including Dividend Distribution Tax) (542.77) (435.20)
Less:Transfer to Reserve fund u/s 45-IC (1) of Reserve Bank of India Act, 1934 (15.60) -
Less:Transfer to Reserve fund u/s 29C of The NHB Act, 1987 (288.52) -
Less: Transfer to Debenture Redemption Reserve (826.65) (34.44)
Add: Transactions with Non Controlling interest 2.97 1.21
11,405.40 11,608.55
On July 31, 2018, a Dividend of ` 25 per equity share (total dividend of ` 451.50 Crores and dividend distribution tax of ` 91.27 Crores) was
paid to holders of fully paid equity shares.
On April 26, 2019, a Dividend of ` 28 per equity share (Face value of ` 2/- each) amounting to ` 557.92 Crores (Dividend Distribution Tax
thereon of ` 114.68 Crores) has been recommended by the Board of Directors which is subject to approval of the Shareholders. The amounts
calculated are based on the number of shares likely to be entitled for dividend as estimated on April 26, 2019.
Terms of repayment, nature of security & rate of interest in case of Secured Loans (includes amount included in Current
Maturities of Long-Term Debt - Refer Note 24)
A. Secured Term Loans from Banks (Rupee Loans and Others) #
(` in Crores)
Principal Principal
Nature of Security Terms of repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
Hypothecation of all movable properties of the Company i.e. plant Repayment in 5 Half Yearly instalments of ` 40 80.00 160.00
and machinery (excluding Current Assets and Intangible Assets) both Crores each commencing 24 months after the
present and future at the below locations:(a) Pithampur, Madhya first disbursement.
Pradesh (b) Ennore, Chennai (c ) Digwal Village ,Medak District ,
Telangana (d) Mahad District Raigad , Maharashtra and the Equitable
Mortgage on the immovable properties, both Lease Hold and Free Hold
of the Company , both present and future at the below locations: (a)
Pithampur ,Madhya Pradesh (b) Mahad District Raigad,Maharashtra.
The charge will be on pari-passu basis with existing Term Lenders with
a minimum Financial Asset Cover (FACR) of 1.15 times.
(` in Crores)
Principal Principal
Nature of Security Terms of repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
Strategic Overview
First Pari Passu charge by way of hypothecation over receivables of Moratorium of 18 months and repayment in 2 - 150.00
entire secured financial services investments of borrower (excluding equal quarterly instalments
investments in Shriram group) whether current or in future with a
minimum cover of 1.10 x of the principal and accrued interest.
Charge on brands acquired on exclusive basis Total Tenor of 30 months from date of first 58.33 175.00
drawdown with 1 year moratorium and
thereafter payable in three equal half yearly
instalments
Charge on brands acquired on exclusive basis Total Tenor of 30 months from date of first 33.33 100.00
drawdown with 1 year moratorium and
thereafter payable in three equal half yearly
instalments
First charge over identified OTC brands and receivable with at least Total Tenor of 3 years from date of first 300.00 -
Statutory Reports
Telangana (d) Mahad,District Raigad,Maharashtra.First Pari Passu
charge on Company s immovable properties at (a) Pithampur ,Madhya
Pradesh and (b) Mahad,District Raigad,Maharashtra. First Pari Passu
charge by way of hypothecation of receivables from the loans extended
for the financial services business ,minimum fixed asset Cover of 1.15 x.
First pari-passu charge by way of hypothecation on the standard moveable Repayable quartely installments starting after 6.25 18.75
assets including receivables and book debts ,present and future twelve months from inital drawdown date
First pari-passu charge by way of hypothecation on the standard moveable Repayable quartely installments starting after 10.00 12.50
assets including receivables and book debts ,present and future twelve months from inital drawdown date
First pari-passu charge by way of hypothecation on the standard moveable Repayable quartely installments starting after 7.50 7.50
assets including receivables and book debts ,present and future twelve months from inital drawdown date
First pari-passu charge by way of hypothecation on the standard moveable Repayable in ten equal half yearly installments 75.0 125.00
assets including receivables and book debts ,present and future commencing after one year from the drawdown date
Financial Statements
First pari-passu charge by way of hypothecation on the standard Repayable in twelve equal quarterly installments 250.00 250.00
moveable assets including receivables and book debts ,present and commencing from 27 month of drawdown date
future
First pari-passu charge by way of hypothecation on the standard moveable Repayable in twelve equal monthly installments 250.00 250.00
assets including receivables and book debts ,present and future after the moratorium period of 24 month from
the date of drawdown
First pari-passu charge by way of hypothecation on the standard moveable Repayable in Fifteen months from drawdown - 450.00
assets including receivables and book debts ,present and future date
(` in Crores)
Principal Principal
Nature of Security Terms of repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
First pari-passu charge by way of hypothecation on the standard Repayable in ten equal quarterly installments 600.00 750.00
moveable assets including receivables and book debts ,present and commencing from 21st month from date of each
future draw down
First pari-passu charge by way of hypothecation on the standard Repayable in three years from drawdown date 200.00 200.00
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in three years from drawdown date 500.00 500.00
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in twelve quarterly installments 1,250.00 1,250.00
moveable assets including receivables and book debts ,present and Commencing from 24th month from date of
future drawdown
First pari-passu charge by way of hypothecation on the standard Repayable in half yearly installments 83.33 100.00
moveable assets including receivables and book debts ,present and commencing after one year from the drawdown
future date
First pari-passu charge by way of hypothecation on the standard Repayable in half yearly installments 41.67 50.00
moveable assets including receivables and book debts ,present and commencing after one year from the drawdown
future date
First pari-passu charge by way of hypothecation on the standard Repayable in three years from drawdown date 200.00 200.00
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in eight equal quarterly installments 200.00 200.00
moveable assets including receivables and book debts ,present and commencing after the moratorium period of two
future years from the date of drawdown
First pari-passu charge by way of hypothecation on the standard Repayable in six equal quarterly installments 300.00 300.00
moveable assets including receivables and book debts ,present and commencing from 7 quarter of date of drawdown
future
First pari-passu charge by way of hypothecation on the standard Repayable in twelve equal quarterly installments 100.00 100.00
moveable assets including receivables and book debts ,present and commencing from 25 months from date of
future drawdown
First pari-passu charge by way of hypothecation on the standard Repayable in three years from the date of - 300.00
moveable assets including receivables and book debts ,present and drawdown
future
First pari-passu charge by way of hypothecation on the standard Repayable in twelve quarterly installments 250.00 250.00
moveable assets including receivables and book debts ,present and Commencing from 24th month of date of
future drawdown
First pari-passu charge by way of hypothecation on the standard Repayable in ten equal quarterly installments 125.00 125.00
moveable assets including receivables and book debts ,present and commencing from 21st month from date of
future drawdown
First pari-passu charge by way of hypothecation on the standard Repayable in eight equal quarterly installments 37.50 50.00
moveable assets including receivables and book debts ,present and commencing from 15th month from date of
future drawdown
First pari-passu charge by way of hypothecation on the standard moveable Repayable in sixteen quarterly installlments with a 437.50 500.00
assets including receivables and book debts ,present and future holiday period of 1 year from the drawdown date.
First pari-passu charge by way of hypothecation on the standard Repayable in twelve equal monthly installments 200.00 200.00
moveable assets including receivables and book debts ,present and after the moratorium period of 24 months from
future the drawdown date
First pari-passu charge by way of hypothecation on the standard Repayable in ten equal quarterly installments 750.00 750.00
moveable assets including receivables and book debts ,present and starting from 21st month from drawdown date
future
First pari-passu charge by way of hypothecation on the standard Repayable in two years from drawdown date - 250.00
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in four equal quarterly installments - 75.00
moveable assets including receivables and book debts ,present and commencing from 27th month from the
future drawdown date
First pari-passu charge by way of hypothecation on the standard Repayable in eight half yearly installments 131.25 150.00
moveable assets including receivables and book debts ,present and commencing after initial moratorium period of
future 12 months
(` in Crores)
Principal Principal
Nature of Security Terms of repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
Strategic Overview
First pari-passu charge by way of hypothecation on the standard Repayable in twelve monthly installments, first 250.00 250.00
moveable assets including receivables and book debts ,present and 11 of 20.83 Crore each and 12th installment of
future 20.87 Crore post holiday period of 24 months
from drawdown date
First pari-passu charge by way of hypothecation on the standard Repayable in three years from drawdown date 100.00 100.00
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in eight half yearly installments 43.75 50.00
moveable assets including receivables and book debts ,present and commencing after 12th month from the
future drawdown date
First pari-passu charge by way of hypothecation on the standard Repayable in ten quarterly installments 150.00 150.00
moveable assets including receivables and book debts ,present and commencing from 21st month from the date of
future drawdown
Statutory Reports
First pari-passu charge by way of hypothecation on the standard Repayable in ten quarterly insatllments 375.00 375.00
moveable assets including receivables and book debts ,present and commencing from 21st month from the date of
future drawdown.
First pari-passu charge by way of hypothecation on the standard Repayable in nineteen quarterly installments 168.42 200.00
moveable assets including receivables and book debts ,present and commencing after a moratorium period of 3
future months from the date of drawdown
First pari-passu charge by way of hypothecation on the standard Repayable in six equal half yearly installments 300.00 300.00
moveable assets including receivables and book debts ,present and with moratorium period of one year from
future drawdown date
First pari-passu charge by way of hypothecation on the standard Repayable in three years from drawdown date - 200.00
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in twelve equal monthly installments 50.00 50.00
Financial Statements
moveable assets including receivables and book debts ,present and commencing post moratorium period of 2 years
future from the drawdown date
First pari-passu charge by way of hypothecation on the standard Repayable in eighteen months from drawdown - 100.00
moveable assets including receivables and book debts ,present and date
future
First pari-passu charge by way of hypothecation on the standard Repayable in eighteen months from drawdown - 100.00
moveable assets including receivables and book debts ,present and date
future
First pari-passu charge by way of hypothecation on the standard Repayable in eight quarterly installments 300.00 300.00
moveable assets including receivables and book debts ,present and commencing after a moratorium period of 12
future months from the date of first disbursement
(` in Crores)
Principal Principal
Nature of Security Terms of repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
First pari-passu charge by way of hypothecation on the standard Repayable in 15 months from drawdown date - 165.00
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in 15 months from drawdown date - 165.00
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayment in equal half yearly installments 87.50 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in two years from drawdown date 200.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in 18 months from drawdown date 250.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in three years from drawdown date 300.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in 18 months from drawdown date 100.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in 18 months from drawdown date 100.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in 18 months from drawdown date 100.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in 18 months from drawdown date 75.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in 12 months from drawdown date 50.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayment of principle to be repaid in 18 2,000.00 -
moveable assets including receivables and book debts ,present and quarterly installment after moratorium period of
future 6 months from the date of 1st drawdown
First pari-passu charge by way of hypothecation on the standard Repayment of principle to be repaid in 12 500.00 -
moveable assets including receivables and book debts ,present and quarterly installment of ` 41.67 Crs after
future moratorium period of 6 months from the date of
1st drawdown
First pari-passu charge by way of hypothecation on the standard Repayment of principle to be repaid in 16 200.00 -
moveable assets including receivables and book debts ,present and quarterly installment of ` 6.23 Crs after
future moratorium period of 3 months from the date of
1st drawdown
First pari-passu charge by way of hypothecation on the standard Repayable in 10 months from 21 month of each 468.74 -
moveable assets including receivables and book debts ,present and drawdown date
future
First pari-passu charge by way of hypothecation on the standard Repayable in 6 equal semi annual instalment 200.00 -
moveable assets including receivables and book debts ,present and after 12 months from drawdown date
future
First pari-passu charge by way of hypothecation on the standard Repayable in 18 months from drawdown date 405.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in 35 months from drawdown date 250.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayment of principle to be repaid in 47 equal 489.58 -
moveable assets including receivables and book debts ,present and monthly installment of ` 10.41 Crs and
future ` 10.73Crs on 48th installment after drawdown
First pari-passu charge by way of hypothecation on the standard Repayable in 18 months from drawdown date 159.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in 24 months from drawdown date 250.00 -
moveable assets including receivables and book debts ,present and
future
(` in Crores)
Principal Principal
Nature of Security Terms of repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
Strategic Overview
First pari-passu charge by way of hypothecation on the standard Repayable in 15 months from drawdown date 100.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in 15 months from drawdown date 100.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Repayable in 15 months from drawdown date 100.00 -
moveable assets including receivables and book debts ,present and
future
First pari-passu charge by way of hypothecation on the standard Reapayment of Principle to be repaid in 12 equal 300.00 -
moveable assets including receivables and book debts ,present and quarter installment of ` 25 Crs after moratium
future period of the 2 years from the date of drawdown
First pari-passu charge by way of hypothecation on the standard Repayable in 4 year from drawdown date 100.00 -
Statutory Reports
future of a subsidiary commencing from September 2018
The effective costs for the above loans are in the range of 3.01% [GBPLIBOR+2.1%] to 10.7 % per annum (Previous Year 2.62% [GBPLIBOR+2.1%] to 9.95% per annum)
#
Creation and Satisfaction of charges in respect of certain loans are still in process
Refer Note 44 for assets hypothecated/mortgaged as securities against the Secured Borrowings
First Pari -passu charge on the underlying assets / fixed assets of the Facility can be either repaid (bullet repayment) 103.74 -
Company,with a minimum fixed assets cover 1.1X or converted into rupee term loan after 24
months from the date of first disbursement
First Pari -passu charge on the underlying assets / fixed assets of the Facility can be either repaid (bullet repayment) 323.82 305.19
Company,with a minimum fixed assets cover 1.1X or converted into rupee term loan after 24
months from the date of first disbursement
First pari-passu charge on the movable assets including receivables Repayable in two years from drawdown date - 250.00
present and future
First pari-passu charge on the standard assets including receivables Repayable in two years from drawdown date - 250.00
present and future
The effective costs for the above loans are in the range of 3.84% to 9.75% per annum (Previous Year 3.83% to 9.75 % per annum)
Refer Note 44 for assets hypothecated/mortgaged as securities against the Secured Borrowings
Annual Report 2018-19 321
NOTES
to the Consolidated financial statements for the year ended March 31, 2019
(` in Crores)
Principal Principal
Particulars Nature of Security Terms of Repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
Strategic Overview
50 (Previous Year : 50 ) (payable annually) First pari-passu charge by hypothecation over Repayable after 2555 days 5.00 5.00
8.95% Secured Rated, Listed, Redeemable the movable assets and a first ranking Pari Passu from the date of allotment
Non Convertible Debentures (NCD's) each mortgage over Specifically Mortgaged Property
having face value of ` 1,000,000
250 (Previous Year : NIL) (payable First pari-passu charge by hypothecation over Repayable after 1826 days 25.00 -
annually) 9.75% Secured, Rated, Listed , the movable assets and a first ranking Pari Passu from the date of allotment
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each having a face value of `
1,000,000
2,000 (Previous Year : NIL) (payable First pari-passu charge by hypothecation over Repayable after three years 200.00 -
annually) 9.50% Secured, Rated, Listed , the movable assets and a first ranking Pari Passu three months and forteen
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property days from the date of
(NCD's) each having a face value of ` allotment
Statutory Reports
Security Provider is PHL Fininvest Private
Limited (PHL Fininvest Private Limited is a
subsidiary of Piramal Enterprises Limited).
1,750 (Previous Year : NIL) (payable A first ranking exclusive charge by way of The amount of ` 175 Crores 175.00 -
monthly) 9.70% Secured Rated Listed hypothecation over Hypothecated assets redeemable at par at the
Redeemable Non Convertible Debentures held by the Security provider. In addition, a end of 731 days from the
of ` 1,000,000 each guarantee is being provided by the Security date of allotment
provider in favour of the Debenture Trustee.
Security Provider is PHL Fininvest Private
Limited (PHL Fininvest Private Limited is a
subsidiary of Piramal Enterprises Limited).
250 (Previous Year : NIL) (payable A first ranking exclusive charge by way of The amount of ` 25 Crores 25.00 -
monthly) 9.70% Secured Rated Listed hypothecation over Hypothecated assets redeemable at par at the
Financial Statements
Redeemable Non Convertible Debentures held by the Security provider. In addition, a end of 731 days from the
of ` 1,000,000 each guarantee is being provided by the Security date of allotment
provider in favour of the Debenture Trustee.
Security Provider is PHL Fininvest Private
Limited (PHL Fininvest Private Limited is a
subsidiary of Piramal Enterprises Limited).
9,000 (Previous Year : NIL) (payable Secured by (i) a first ranking pledge over some The amount of ` 900 Crores 900.00 -
monthly) 9.70% Secured Rated Listed of the Securities held by the Company and its redeemable at par at the
Redeemable Non Convertible Debentures affiliates ; and (ii) a first ranking charge by way end of 729 days from the
of ` 1,000,000 each of hypothecation over the receivables from such date of allotment
securities held by the Company and its affiliates.
(` in Crores)
Principal Principal
Particulars Nature of Security Terms of Repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
150 (Previous Year : 150) (payable First pari-passu charge by hypothecation over Repayable after 1094 days 15.00 15.00
annually) 7.96% Secured, Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each of a face value ` 1,000,000
each
1,000 (Previous Year : 1,000) (payable First pari-passu charge by hypothecation over Repayable after 1094 days 100.00 100.00
annually) 7.96% Secured, Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each of a face value ` 1,000,000
each
1,250 (Previous Year : 1,250) (payable First pari-passu charge by hypothecation over Repayable after 1096 days 125.00 125.00
annually) 8.10% Secured, Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each of face value ` 1,000,000
5,000 (Previous Year : 5,000) (payable First pari-passu charge by hypothecation over Repayable after 1096 days 500.00 500.00
annually) 8.07% Secured, Rated , Listed, the movable assets and a first ranking Pari Passu from the deemed date of
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property allotment
(NCD's) each having a face value of `
1,000,000
2,000 (Previous Year : 2,000) (payable Secured through a First Pari Passu charge by The amount of ` 200 Crores 200.00 200.00
annually) 7.90% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 1096 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and the
Deed of Hypothecation
500 (Previous Year : 500) (payable Secured through a First Pari Passu charge by The amount of ` 50 Crores 50.00 50.00
annually) 7.90% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 1096 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and the
Deed of Hypothecation
400 (Previous Year : 400 ) (payable Secured through a First Pari Passu charge by The amount of ` 40 Crores 40.00 40.00
annually) 7.90% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 1096 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and the
Deed of Hypothecation
150 (Previous Year : 150) (payable Secured through a First Pari Passu charge by The amount of ` 15 Crores 15.00 15.00
annually ) 7.90% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 1096 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and the
Deed of Hypothecation
100 (Previous Year : 100) (payable Secured through a First Pari Passu charge by The amount of ` 10 Crores 10.00 10.00
annually) 7.90% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 1096 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and the
Deed of Hypothecation
100 (Previous Year : 100 ) (payable Secured through a First Pari Passu charge by The amount of ` 10 Crores 10.00 10.00
annually ) 7.90% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 1096 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and the
Deed of Hypothecation
(` in Crores)
Principal Principal
Particulars Nature of Security Terms of Repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
Strategic Overview
50 (Previous Year : 50 ) (payable annually Secured through a First Pari Passu charge by The amount of ` 5 Crores 5.00 5.00
) 7.90% Secured Rated Listed Redeemable hypothecation over the identified Receivables redeemable at par at the
Non Convertible Debentures of ` and a first ranking Pari Passu mortgage over end of 1096 days from the
1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and the
Deed of Hypothecation
550 (Previous Year : 550) (payable Secured through a First Pari Passu charge by The amount of ` 55 Crores 55.00 55.00
annually ) 7.90% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 1096 days from the
of ` 1,000,000 each specifically morgaged premises or such date of allotment
other property as may be idenitfied by the
company as set out in the Debenture Trust
Statutory Reports
(NCD's) each of a face value ` 1,000,000
each
250 (Previous Year : 250) (payable First pari-passu charge by hypothecation over Repayable after three years 25.00 25.00
annually) 8.35% Secured, Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each of a face value ` 1,000,000
each
950 (Previous Year : 950) (payable First pari-passu charge by hypothecation over Repayable after three years 95.00 95.00
annually) 8.35% Secured, Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each of a face value ` 1,000,000
each
4,400 (Previous Year : 4,400) (payable on First pari-passu charge by hypothecation over Repayable after 1154 days 440.00 440.00
maturity) 8.85% Secured,Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment
Financial Statements
(` in Crores)
Principal Principal
Particulars Nature of Security Terms of Repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
2,000 (Previous Year : 2,000) (payable on First pari-passu charge by hypothecation over Repayable after 1152 days 200.00 200.00
maturity) 8.85% Secured Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each having face value of `
1,000,000
5,000 (Previous Year : NIL) (payable Secured through a First Pari Passu charge by The amount of ` 500 Crores 500.00 -
monthly) 9.00% Secured Rated Listed hypothecation over the Receivables and a first redeemable at par at the
Redeemable Non Convertible Debentures ranking Pari Passu mortgage over specifically end of 546 days from the
of ` 1,000,000 each mortgaged premises or such other property date of allotment
as may be identified by the company and set
out in the Debenture Trust deed and Deed of
Hypothecation. The Company shall maintain
security cover of at least one times of the entire
redemption amount throughout the tenure of
the NCDs.
25,210 (Previous Year : NIL) (payable First exclusive charge by hypothecation/ pledge Repayable in 36 months 2,521.00 -
monthly) Secured , Unrated, Unlisted, over the identified financial assets including all and 8 days from the date of
Redeemable Non Convertible Debentures receivables therefrom. allotment. ; with put option
of ` 1,000,000 each
1,500 (Previous Year : NIL) (payable at Secured through a First Pari Passu charge by The amount of ` 150 Crores 150.00 -
maturity) 10.1383% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 390 days from the
of ` 1,000,000 each specifically mortgaged premises or such other date of allotment
property as may be identified by the company
as set out in the Debenture Trust deed and
Deed of Hypothecation
2,500 (Previous Year : NIL) (payable A first ranking exclusive charge by way of The amount of ` 250 Crores 250.00 -
monthly) 9.50% Secured Rated Listed hypothecation over Hypothecated assets redeemable at par at the
Redeemable Non Convertible Debentures held by the Security provider. In addition, a end of 372 days from the
of ` 1,000,000 each guarantee is being provided by the Security date of allotment
provider in favour of the Debenture Trustee.
Security Provider is PHL Fininvest Private
Limited (PHL Fininvest Private Limited is a
subsidiary of Piramal Enterprises Limited).
5,000 (Previous Year : NIL) (payable A first ranking exclusive charge by way of The amount of ` 500 Crores 500.00 -
monthly) 9.50% Secured Rated Listed hypothecation over Hypothecated assets redeemable at par at the
Redeemable Non Convertible Debentures held by the Security provider. In addition, a end of 371 days from the
of ` 1,000,000 each guarantee is being provided by the Security date of allotment
provider in favour of the Debenture Trustee.
Security Provider is PHL Fininvest Private
Limited (PHL Fininvest Private Limited is a
subsidiary of Piramal Enterprises Limited).
7,500 (Previous Year : NIL) (payable A first ranking exclusive charge by way of The amount of ` 750 Crores 750.00 -
monthly) 9.50% Secured Rated Listed hypothecation over Hypothecated assets redeemable at par at the
Redeemable Non Convertible Debentures held by the Security provider. In addition, a end of 371 days from the
of ` 1,000,000 each guarantee is being provided by the Security date of allotment
provider in favour of the Debenture Trustee.
Security Provider is PHL Fininvest Private
Limited (PHL Fininvest Private Limited is a
subsidiary of Piramal Enterprises Limited).
1,500 (Previous Year : NIL) (payable A first ranking exclusive charge by way of The amount of ` 150 Crores 150.00 -
monthly) 9.50% Secured Rated Listed hypothecation over Hypothecated assets redeemable at par at the
Redeemable Non Convertible Debentures held by the Security provider. In addition, a end of 368 days from the
of ` 1,000,000 each guarantee is being provided by the Security date of allotment
provider in favour of the Debenture Trustee.
Security Provider is PHL Fininvest Private
Limited (PHL Fininvest Private Limited is a
subsidiary of Piramal Enterprises Limited).
577 (Previous Year : NIL) (payable Secured by (i) a first ranking pledge over some The amount of ` 57.70 57.70 -
monthly) 9.30% Secured Rated Listed of the Securities held by the Company and its Crores redeemable at par
Redeemable Non Convertible Debentures affiliates ; and (ii) a first ranking charge by way at the end of 365 days from
of ` 1,000,000 each of hypothecation over the receivables from such the date of allotment
securities held by the Company and its affiliates.
(` in Crores)
Principal Principal
Particulars Nature of Security Terms of Repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
Strategic Overview
250 (Previous Year : 250) (payable First pari-passu charge by hypothecation over Repayable after 1093 days 25.00 25.00
annually) 8.50% Secured , Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment.
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each having face value of `
10,00,000
150 (Previous Year : 150 ) (payable Secured by a First Pari Passu mortgage over The amount of ` 15 Crores 15.00 15.00
annually) 9.38% Secured Rated Listed specifically Mortgaged Premises and a first redeemable at par at the
Redeemable Non Convertible Debentures Pari Passu hypothecation over portions of end of 1109 days from the
of ` 1,000,000 each specific identified Receivables as set out in date of allotment
the Debenture Trust Deed and the Deed of
Hypothecation.
15,000 (Previous Year : 15,000) (payable First pari-passu charge by hypothecation over Repayable after 1093 days 100.00 750.00
annually) 9.05% Secured Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment ;
Statutory Reports
10,00,000
145 (Previous Year : 1500) (payable Secured by a First Pari Passu mortgage over The amount of ` 14.5 Crores 14.50 150.00
annually) 9.45% Secured Rated Listed specifically Mortgaged Premises and a first redeemable at the end of
Redeemable Non Convertible Debentures Pari Passu hypothecation over portions of 1090 days form the date of
of ` 1,000,000 each specific identified Receivables as set out in allotment
the Debenture Trust Deed and the Deed of
Hypothecation.
500 (Previous Year : 1,500) (payable Secured by a First Pari Passu mortgage over Option I - ` 50 Crores 50.00 150.00
annually) 9.45% Secured Rated Listed specifically Mortgaged Premises and a first redeemable at par at the
Redeemable Non Convertible Debentures Pari Passu hypothecation over portions of end of 1092 days from
of ` 1,000,000 each specific identified Receivables as set out in the date of allotment and
the Debenture Trust Deed and the Deed of Option II - ` 100 Crores
Hypothecation. redeemable at par at the
Financial Statements
(` in Crores)
Principal Principal
Particulars Nature of Security Terms of Repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
1,000 (Previous Year : 1,000 ) (payable Secured through a First Pari Passu charge by The amount of ` 100 Crores 100.00 100.00
annually) 8.13% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 730 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and
Deed of Hypothecation
900 (Previous Year : 900 ) (payable Secured through a First Pari Passu charge by The amount of ` 90 Crores 90.00 90.00
annually) 8.13 % Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 730 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and
Deed of Hypothecation
700 (Previous Year : 700 ) (payable Secured through a First Pari Passu charge by The amount of ` 70 Crores 70.00 70.00
annually) 8.13% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 730 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and
Deed of Hypothecation
400 (Previous Year : 400 ) (payable Secured through a First Pari Passu charge by The amount of ` 40 Crores 40.00 40.00
annually) 8.13% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 730 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and
Deed of Hypothecation
400 (Previous Year : 400 ) (payable Secured by a First Pari Passu mortgage over The amount of ` 40 Crores 40.00 40.00
annually) 9.57% Secured Rated Listed specifically Mortgaged Premises and a first redeemable at par at the
Redeemable Non Convertible Debentures Pari Passu hypothecation over portions of end of 1093 days from the
of ` 1,000,000 each specific identified Receivables as set out in date of allotment i.e. June
the Debenture Trust Deed and the Deed of 23 ,2016.
Hypothecation.
250 (Previous Year : 250) (payable Secured by a First Pari Passu mortgage over The amount of ` 25 Crores 25.00 25.00
annually) 9.57% Secured Rated Listed specifically Mortgaged Premises and a first redeemable at par at the
Redeemable Non Convertible Debentures Pari Passu hypothecation over portions of end of 1093 days from the
of ` 1,000,000 each specific identified Receivables as set out in date of allotment i.e. June
the Debenture Trust Deed and the Deed of 23 ,2016.
Hypothecation.
250 (Previous Year : 3,000) (payable Secured through a First Pari Passu charge by The amount of ` 25 Crores 25.00 300.00
annually) 8.13% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 730 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and
Deed of Hypothecation
2,000 (Previous Year : 2,000 ) (payable Secured through a First Pari Passu charge by The amount of ` 200 Crores 200.00 200.00
annually) 8.13% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 730 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and
Deed of Hypothecation
1,000 (Previous Year : 1,000 ) (payable Secured through a First Pari Passu charge by The amount of ` 100 Crores 100.00 100.00
annually) 8.13% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 730 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and
Deed of Hypothecation
(` in Crores)
Principal Principal
Particulars Nature of Security Terms of Repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
Strategic Overview
1,100 (Previous Year : 2,000 ) (payable Secured through a First Pari Passu charge by The amount of ` 110 Crores 110.00 200.00
annually) 8.15% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 729 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and
Deed of Hypothecation
1,350 (Previous Year : 1,350 ) (payable Secured through a First Pari Passu charge by The amount of ` 135 Crores 135.00 135.00
annually) 8.15% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 729 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and
Statutory Reports
property as may be idenitfied by the company
as set out in the Debenture Trust deed and
Deed of Hypothecation
150 (Previous Year : 150 ) (payable Secured through a First Pari Passu charge by The amount of ` 15 Crores 15.00 15.00
annually) 8.15% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 729 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and
Deed of Hypothecation
500 (Previous Year : 500 ) (payable First pari-passu charge by hypothecation over Repayable after 1093 days 50.00 50.00
annually) 8.50% Secured Rated Listed the movable assets and a first ranking Pari Passu from the date of allotment
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
of ` 1,000,000 each
Financial Statements
500 (Previous Year : 500) (payable First pari-passu charge by hypothecation over Repayable after 729 days 50.00 50.00
annually) 8.50% Secured, Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each of a face value ` 1,000,000
each
500 (Previous Year : 500) (payable First pari-passu charge by hypothecation over Repayable after 729 days 50.00 50.00
annually) 8.50% Secured, Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each of a face value ` 1,000,000
each
(` in Crores)
Principal Principal
Particulars Nature of Security Terms of Repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
250 (Previous Year : 250) (payable First pari-passu charge by hypothecation over Repayable after 729 days 25.00 25.00
annually) 8.50% Secured, Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each of face value ` 1,000,000
150 (Previous Year : 150) (payable First pari-passu charge by hypothecation over Repayable after 729 days 15.00 15.00
annually) 8.50% Secured, Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each of face value ` 1,000,000
1,500 (Previous Year : 1,500) (payable Secured by a First Pari Passu mortgage over Series I - The amount of ` 150.00 150.00
annually) 9.45% Secured Rated Listed specifically Mortgaged Premises and a first 150 Crores redeemable at
Redeemable Non Convertible Debentures Pari Passu hypothecation over portions of par at the end of 1050 days
of ` 1,000,000 each specific identified Receivables as set out in from the date of allotment
the Debenture Trust Deed and the Deed of
Hypothecation.
500 (Previous Year : 500) (payable First pari-passu charge by hypothecation over Repayable after 729 days 50.00 50.00
annually) 8.50% Secured, Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each of a face value ` 1,000,000
each
5,900 (Previous Year : NIL) (payable Secured by (i) A first ranking exclusive pledge The amount of ` 161.97 581.19 -
monthly) 9.70% Secured Rated Listed over the securities held by the security provider. Crores redeemable at
Redeemable Non Convertible Debentures (ii) A first ranking pari-passu charge by way par within the first year
of ` 1,000,000 each of hypothecation over the Hypothecated in different tranches ,the
properties of the Company (iii) A first ranking amount of ` 13.78 Crores
exclusive charge by way of hypothecation over redeemable at par in the
the hypothecated properties of the Security second year in different
provider. Security Provider is PHL Fininvest tranches the amount of `
Private Limited (PHL Fininvest Private Limited is 405.45 Crores redeemable
a subsidiary of Piramal Enterprises Limited). at par in the third year in
different tranches from the
date of allotment.
1,000 (Previous Year : 1,000) (payable at Secured through a First Pari Passu charge The amount of ` 100 Crores 100.00 100.00
maturity) 9.264% Secured Rated Listed by hypothecation over specific identified redeemable at par at the
Redeemable Non Convertible Debentures Receivables and a first ranking Pari Passu end of 970 days from the
of ` 1,000,000 each mortgage over specifically morgaged premises date of allotment
or such other property as may be idenitfied by
the company as set out in the Debenture Trust
deed and Deed of Hypothecation
100 (Previous Year : 100 ) (payable Secured through a First Pari Passu charge The amount of ` 10 Crores 10.00 10.00
annually) 9.267% Secured Rated Listed by hypothecation over specific identified redeemable at par at the
Redeemable Non Convertible Debentures Receivables and a first ranking Pari Passu end of 963 days from the
of ` 1,000,000 each mortgage over specifically morgaged premises date of allotment
or such other property as may be idenitfied by
the company as set out in the Debenture Trust
deed and Deed of Hypothecation
200 (Previous Year : 200 ) (payable Secured through a First Pari Passu charge The amount of ` 20 Crores 20.00 20.00
annually) 9.267 % Secured Rated Listed by hypothecation over specific identified redeemable at par at the
Redeemable Non Convertible Debentures Receivables and a first ranking Pari Passu end of 962 days from the
of ` 1,000,000 each mortgage over specifically morgaged premises date of allotment
or such other property as may be idenitfied by
the company as set out in the Debenture Trust
deed and Deed of Hypothecation
NIL (Previous Year : 1,150) (payable Secured through a First Pari Passu charge by The amount of ` 115 Crores - 115.00
annually) 7.60% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 546 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and the
Deed of Hypothecation
(` in Crores)
Principal Principal
Particulars Nature of Security Terms of Repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
Strategic Overview
NIL (Previous Year: 500) (payable Secured through a First Pari Passu charge by The amount of ` 50 Crores - 50.00
annually) 7.60% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 546 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and the
Deed of Hypothecation
NIL (Previous Year : 250) (payable Secured through a First Pari Passu charge by The amount of ` 25 Crores - 25.00
annually) 7.60% Secured Rated Listed hypothecation over the identified Receivables redeemable at par at the
Redeemable Non Convertible Debentures and a first ranking Pari Passu mortgage over end of 546 days from the
of ` 1,000,000 each specifically morgaged premises or such other date of allotment
property as may be idenitfied by the company
as set out in the Debenture Trust deed and the
Statutory Reports
or such other property as may be identified by
the company as set out in the Debenture Trust
deed
NIL (Previous Year : 3,500) (payable First pari-passu charge by hypothecation over Repayable after 728 days - 350.00
annually) 9.25% Secured , Rated, Listed, the movable assets and a first ranking Pari Passu from the date of allotment.
Redeemable Non Convertible Debentures mortgage over Specifically Mortgaged Property
(NCD's) each having face value of `
1,000,000
NIL (Previous Year : 500) (payable Secured through a First Pari Passu charge The amount of ` 50 Crores - 50.00
annually) 8.95 % Secured Rated Listed by hypothecation over specific identified redeemable at par at the
Redeemable Non Convertible Debentures Receivables and a first ranking Pari Passu end of 646 days from the
of ` 1,000,000 each mortgage over specifically morgaged premises date of allotment
or such other property as may be idenitfied by
the company as set out in the Debenture Trust
Financial Statements
Strategic Overview
31, 2019 31, 2018
Statutory Reports
Deferred Government grant related to assets 2.65 3.63
Other grants related to assets 90.93 72.36
Deferred Revenue 21.43 -
Total 115.01 75.99
3,434.13 1,327.05
Unsecured - at amortised cost
Loans from banks
Overdraft with banks 36.56
Rupee Loans
- Repayable on demand 1,746.08 771.76
Intercorporate Deposits 1,600.91 -
Commercial Papers 8,760.74 12,567.07
12,144.29 13,338.83
TOTAL 15,578.42 14,665.88
Secured Loans:
Working capital Demand Loan* At Call 5.74 % pa to 11.50 % pa
Overdraft with banks* At Call 1.15% pa to 12.80 % pa
Others (PCFC)* At Call 2.82 pa % to 3.90 % pa
Collaterized Debt Obligations* By the end of credit period 2.82 pa % to 3.90 % pa
Unsecured Loans:
Rupee Loans from Banks (Repayable on demand) Repayable within 365 days from date of disbursement 6.65 % to 9.25 % per annum
Commercial Papers Repayable within 365 days from date of disbursement 8.00 % to 12.00 % per annum
Terms of repayment, nature of security & rate of interest in case of Secured Loans:
A. Working capital Demand Loan
(` in Crores)
Principal Principal
Nature of Security Terms of repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
First pari- passu charge on the standard assets receivables of the borrower Final Maturity date of each tranche drawn - 400.00
along with other lenders with minimum asset cover of 1.1x (where standard down under the facility shall not extend 3
receivables constitute receivables arising out of activities permitted by RBI/ months from the date of first disbursement.
NHB) Facility shall be subject to review after 3
months from the date of first disbursement.
First Pari Passu charge on all the movable properties of the Company i.e Bullet Repayment at the end of the tenor of 300.00 -
Plant and Machinery (excluding Current Assets and Intangible Assets), 12 months from date of first drawdown
both present and future , at the below locations:(a) Pithampur,Madhya
Pradesh (b) Ennore,Chennai (c) Digwal Village ,Medak District , Telangana
(d) Mahad,District Raigad,Maharashtra.First Pari Passu charge on Company
s immovable properties at (a) Pithampur ,Madhya Pradesh and (b)
Mahad,District Raigad,Maharashtra. First Pari Passu charge by way of
hypothecation of receivables from the loans extended for the financial
services business ,minimum fixed asset Cover of 1.15 x.
First pari -passu charge on the standard assets receivables arising out Bullet Repayment at the end of the tenor of 500.00 -
of financial services loan book of the borrower along with other lenders 6 months from date of first drawdown .
with minimum asset cover of 1.1 x where standard receivables constitute
activities permitted by RBI/NHB
Secured by hypothecation of inventories and book debts Repayable on June 17, 2019 30.00 -
Secured by hypothecation of inventories and book debts Repayable on April 26, 2019 15.00 -
Secured by hypothecation of inventories and book debts Repayable on April 02, 2019 30.00 -
First pari-passu charge by way of hypothecation on the standard moveable Final Maturity date of each tranche drawn 350.00 350.00
assets including receivables and book debts ,present and future down under the facility shall not extend 3
months from the date of first disbursement.
Facility shall be subject to review after 3
months from the date of first disbursement.
First pari-passu charge by way of hypothecation on the standard moveable Final Maturity date of each tranche drawn 100.00 50.00
assets including receivables and book debts ,present and future down under the facility shall not extend 3
months from the date of first disbursement.
Facility shall be subject to review after 3
months from the date of first disbursement.
First pari-passu charge by way of hypothecation on the standard moveable Final Maturity date of each tranche drawn 50.00 50.00
assets including receivables and book debts ,present and future down under the facility shall not extend 3
months from the date of first disbursement.
Facility shall be subject to review after 3
months from the date of first disbursement.
First pari-passu charge by way of hypothecation on the standard moveable Final Maturity date of each tranche drawn 200.00 200.00
assets including receivables and book debts ,present and future down under the facility shall not extend 3
months from the date of first disbursement.
Facility shall be subject to review after 3
months from the date of first disbursement.
First pari-passu charge by way of hypothecation on the standard moveable Final Maturity date of each tranche drawn 30.00 -
assets including receivables and book debts ,present and future down under the facility shall not extend 3
months from the date of first disbursement.
Facility shall be subject to review after 3
months from the date of first disbursement.
(` in Crores)
Principal Principal
Nature of Security Terms of repayment Outstanding as at Outstanding as at
March 31, 2019 March 31, 2018
Strategic Overview
First pari-passu charge by way of hypothecation on the standard moveable Final Maturity date of each tranche drawn 100.00 -
assets including receivables and book debts ,present and future down under the facility shall not extend 3
months from the date of first disbursement.
Facility shall be subject to review after 3
months from the date of first disbursement.
First pari-passu charge by way of hypothecation on the standard moveable Final Maturity date of each tranche drawn 100.00 -
assets including receivables and book debts ,present and future down under the facility shall not extend 3
months from the date of first disbursement.
Facility shall be subject to review after 3
months from the date of first disbursement.
First pari-passu charge by way of hypothecation on the standard moveable Final Maturity date of each tranche drawn 70.00 -
assets including receivables and book debts ,present and future down under the facility shall not extend 3
months from the date of first disbursement.
Statutory Reports
First pari-passu charge by way of hypothecation on the standard moveable Final Maturity date of each tranche drawn 1,000.00 -
assets including receivables and book debts ,present and future down under the facility shall not extend 3
months from the date of first disbursement.
Facility shall be subject to review after 3
months from the date of first disbursement.
First pari-passu charge by way of hypothecation on the standard moveable Final Maturity date of each tranche drawn 15.00 -
assets including receivables and book debts ,present and future down under the facility shall not extend 3
months from the date of first disbursement.
Facility shall be subject to review after 3
months from the date of first disbursement.
*These are secured by hypothecation of inventories and book debts except as mentioned above separately.
Refer Note 44 for assets hypothecated/mortgaged as securities against the Secured Borrowings
Financial Statements
The effective costs for the above ICDs are in the range of 9.5% to 9.75% per annum (Previous Year : NIL)
Provision for Income Tax [Net of Advance Tax of ` 129.31 Crores as on March 31, 2019, (Previous year ` 750.22 Crores)] 136.81 57.10
Total 136.81 57.10
Strategic Overview
2019 2018
A Contingent liabilities:
1 Claims against the Company not acknowledged as debts:
- Demand dated June 5, 1984 the Government has asked for payment to the credit of the Drugs Prices Equalisation 0.61 0.61
Account, the difference between the common sale price and the retention price on production of Vitamin ‘A’
Palmitate (Oily Form) from January 28, 1981 to March 31, 1985 not accepted by the Company. The Company has
been legally advised that the demand is untenable.
2 Others:
i. Appeals filed in respect of disputed demands:
Income Tax
- where the Company is in appeal 630.19 719.21
3 Dividend payable on Compulsorily Convertible Preference Shares and tax thereon 9.76 9.76
Note: Future cash outflows in respect of 1 and 2(i) above are determinable only on receipt of judgments/decisions
B Commitments:
a. Estimated amount of contracts remaining to be executed on capital account and not provided for 46.34 52.44
b. The Company has imported raw materials at concessional rates, under the Advance License Scheme of the 4.46 3.51
Government of India, to fulfil conditions related to quantified exports in stipulated period
Statutory Reports
A. Revenue from contract with customers
Sale of products (including excise duty) 4,229.32 3,892.46
Sale of Services 1,894.97 1,830.03
6,124.29 5,722.49
B. Income of financing activities:
Interest income on instruments measured at amortised cost 6,728.58 4,646.56
Income on instruments mandatorily measured at FVTPL 204.48 174.65
Dividend income on instruments designated at FVTOCI (refer note below) 36.70 35.39
Processing/ arranger fees 43.72 -
Others 0.90 1.81
7,014.38 4,858.41
Financial Statements
13,138.67 10,580.90
Other operating revenues:
Processing Charges Received 0.32 1.17
Miscellaneous Income 76.35 57.28
76.67 58.45
Total 13,215.34 10,639.35
All dividends from equity investments designated as at FVTOCI recognised for both the years relate to investments held at the end of each reporting period. There was no dividend income
relating to investments derecognized during the reporting period.
Pharmaceuticals
(` in Crores)
Revenue by product line/ timing of transfer of goods/ services At point in time Over time
149.68 156.88
Dividend Income
- On Current Investments at FVTPL 10.20 11.98
Strategic Overview
March 31, 2019 March 31, 2018
Opening Inventory:
Work-in-Progress 259.87 270.53
Finished Goods 100.14 115.40
Stock-in-trade 76.38 48.08
Statutory Reports
Year Ended Year Ended
March 31, 2019 March 31, 2018
During the year, the Company has capitalized borrowing costs of ` Nil (Previous year ` 22.44 Crores) relating to projects, included in Capital
Work in Progress. The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest
rate applicable to the Company’s general borrowings during the year, in this case Nil (Previous year 8.75%).
Note
Details in respect of Corporate Social Responsibility Expenditure:
• Gross amount required to be spent during the year – ` 16.24 Crores (Previous year ` 17.37 Crores)
• Amount spent during the year on Revenue Expenditure – ` 57.30 Crores (Previous year ` 41.79 Crores)
• Amount spent during the year on Capital Expenditure - ` Nil ( Previous year ` Nil)
Strategic Overview
March 31, 2019 March 31, 2018
Particulars (` in Crores)
b) Employee severance payments of ` 13.39 Crores was made during the year ended March 31, 2019
Statutory Reports
(357.39)
Unless otherwise stated, they have share capital consisting solely of equity shares that are held directly by the group, and the
proportion of ownership interests held equals the voting rights held by the group.
Ownership interest
Ownership interest
held by non-
Principal place held by the group
controlling interests
Sr. of business
Name of the Company Principal Activity
No. / Country of % voting power % voting power
incorporation held as at held as at
March 31, 2019 March 31, 2019
Ownership interest
Ownership interest
held by non-
Principal place held by the group
controlling interests
Sr. of business
Name of the Company Principal Activity
Strategic Overview
No. / Country of % voting power % voting power
incorporation held as at held as at
March 31, 2019 March 31, 2019
51 Piramal Securities Limited (w.e.f June 07, 2018) India 100% Financial Services
52 Piramal Systems & Technologies Private Limited India 100% - Holding Company
53 Piramal Technologies SA @ Switzerland 100% - Holding Company
54 PEL Finhold Private Limited India 100% - Holding Company
55 Piramal Consumer Products Private Limited India 100% - Holding Company
**
held through Piramal Dutch Holdings N.V.
@
held through Piramal Systems & Technologies Private Limited
$
held through Piramal Dutch IM Holdco B.V.
$$
held through Piramal Fund Management Private Limited
The Group's subsidiaries at March 31, 2018 are set out below.
Sr. Name of the Company Principal Ownership interest Ownership interest Principal Activity
No. place of held by the group held by non-
business / controlling interests
Country of
incorporation % voting power % voting power
held as at held as at
March 31, 2018 March 31, 2018
Statutory Reports
(w.e.f. November 22, 2017)
13 Piramal Critical Care Pty. Ltd. ** Australia 100% - Pharmaceutical manufacturing and services
(w.e.f. December 4, 2017)
14 Piramal Healthcare UK Limited ** U.K. 100% - Pharmaceutical manufacturing and services
15 Piramal Healthcare Pension Trustees Limited** U.K. 100% - Pharmaceutical manufacturing and services
16 Piramal Critical Care South Africa (Pty) Ltd ** South Africa 100% - Pharmaceutical manufacturing and services
17 Piramal Dutch Holdings N.V. Netherlands 100% - Holding Company
18 Piramal Healthcare Inc. ** U.S.A 100% - Holding Company
19 Piramal Critical Care, Inc. ** U.S.A 100% - Pharmaceutical manufacturing and services
20 Piramal Pharma Inc.** U.S.A 100% - Pharmaceutical manufacturing and services
21 Piramal Pharma Solutions Inc. (formerly known as U.S.A 100% - Pharmaceutical manufacturing and services
Coldstream Laboratories Inc.) **
22 PEL Pharma Inc.** U.S.A 100% - Holding Company
Financial Statements
Sr. Name of the Company Principal Ownership interest Ownership interest Principal Activity
No. place of held by the group held by non-
business / controlling interests
Country of
incorporation % voting power % voting power
held as at held as at
March 31, 2018 March 31, 2018
33 Sigmatic Limited $ U.K. 100% - Healthcare Insights and Analytics
34 Activate Networks Inc. $ U.S.A 100% - Healthcare Insights and Analytics
35 DRG Analytics & Insights Private Limited $ India 100% - Healthcare Insights and Analytics
36 DRG Singapore Pte Ltd $ (w.e.f. July 21, 2016) Singapore 100% - Healthcare Insights and Analytics
37 Sharp Insight Limited $ (w.e.f. April 6, 2017) U.K. 100% - Healthcare Insights and Analytics
38 Context Matters Inc $ (w.e.f. August 16, 2017) U.S.A 100% - Healthcare Insights and Analytics
39 Piramal Dutch IM Holdco B.V. Netherlands 100% - Holding Company
40 PEL-DRG Dutch Holdco B.V.$ Netherlands 100% - Holding Company
41 Piramal Housing Finance Limited (Formerly known India 100% - Financial Services
as Piramal Housing Finance Private Limited) ***
42 Piramal Fund Management Private Limited India 100% - Financial Services
43 Piramal Finance Limited (formerly known as Piramal India 100% - Financial Services
Finance Private Limited) ***
44 Piramal Investment Advisory Services Private India 100% - Financial Services
Limited
45 Piramal Investment Opportunities Fund India 100% - Financial Services
46 INDIAREIT Investment Management Co. $$ Mauritius 100% - Financial Services
47 Piramal Asset Management Private Limited $$ Singapore 100% - Financial Services
48 Piramal Systems & Technologies Private Limited India 100% - Holding Company
49 Piramal Technologies SA @ Switzerland 100% - Holding Company
50 PEL Finhold Private Limited India 100% - Holding Company
51 Piramal Consumer Products Private Limited India 100% - Holding Company
52 Piramal Capital Limited *** India 100% - Financial Services
* held through Piramal Holdings (Suisse) SA
** held through Piramal Dutch Holdings N.V.
*** merger of Piramal Finance Limited and Piramal Capital Limited with the step down subsidiary Piramal Housing Finance Limited.
@
held through Piramal Systems & Technologies Private Limited
$
held through Piramal Dutch IM Holdco B.V.
$$
held through Piramal Fund Management Private Limited
(i) India Resurgence Asset Management Business Private Limited (Formerly known as PEL Asset Resurgence Advisory Private Limited) [Ceased to be subsidiary - Refer Note 39 (c)]
(ii) India Resurgence ARC Private Limited (Formerly known as Piramal Asset Reconstruction Private Limited) [Ceased to be subsidiary - Refer Note 39 (c)]
(iii) With effect from March 21, 2018, as a result of the overall restructuring of the Corporate Social Responsibility subsidiaries of the Company, the below entities have been ceased to be
the subsidiaries of the Company. Further these entities have ceased to be a part of the promoter group of the Company, pending requisite approval.
@@@
Note on Common control transactions
The Group undertook the following common control transactions:
March 2019
i. Activate Networks, Inc. and Context Matters Inc., both step down subsidiaries of the Company, have merged with Decision
resources Inc. another step down subsidiary of the Company w.e.f. February 15, 2019.
ii. DRG Analytics & Insights Private Limited was a wholly owned subsidiary of Sigmatic Limited. During the year, DRG Analytics &
Insights Private Limited issued shares to the Company, upon conversion of its outstanding loan and interest. Accordingly, w.e.f.
August 28, 2018, 71.59% of the share capital of DRG Analytics & Insights Pvt. Ltd is held by the Company and 28.41% thereof is held
by Sigmatic Limited. Further, on March 12, 2019, Sigmatic Limited has divested its entire stake in DRG Analytics & Insights Pvt. Ltd to
Piramal Consumer Products Private Limited, a wholly owned subsidiary of the Company.
March 2018
Piramal Finance Limited (PFL) and Piramal Capital Limited (PCL), both wholly owned subsidiaries of the Company, merged with an
Strategic Overview
appointed date of March 31, 2018 with Piramal Housing Finance Limited (PHFL), a step down wholly owned subsidiary of the Company,
through a scheme of Merger by Absorption approved by the National Company Law Tribunal on April 6, 2018 and filed with the Registrar
of Companies on May 23, 2018, the effective date. The merger was accounted at fair value, in accordance with the merger scheme, as
applicable to PHFL. Consequently, during the year ended March 31, 2018, Deferred Tax Assets of ` 3,569.18 Crores was recorded on tax
deductible Goodwill arising on the merger.
The above investments in joint ventures are accounted for using Equity Method. These are unlisted investments and hence quoted prices are
not available.
Significant financial information for Shrilekha Business Consultancy Private Limited has been provided below :
Statutory Reports
Current liabilities (20.04) (0.08)
Non-current liabilities (0.31) -
Net Assets 3,447.63 3,123.50
The above amounts of assets and liabilities include the following:
Cash and cash equivalents 0.24 0.03
Current financial liabilities (excluding trade and other payables and provisions) (20.03) (0.07)
Revenue - -
Interest income - -
Depreciation and amortisation - -
Interest expense - -
Income tax expense 0.69 0.13
Share of profit from associate 365.80 323.27
Profit for the year 366.46 323.55
Other comprehensive income/ (expense), (net of tax) (4.80) -
Total comprehensive income 361.66 323.55
Dividends received - -
1 India Resurgence ARC Private Limited (formerly known as Piramal Assets Reconstruction Private Limited) (IRAPL) India 50.00%
2 India Resurgence Asset Management Business Private Limited (formerly known as PEL Asset Resurgence Advisory India 50.00%
Private Limited) (IRAMBPL)
3 Asset Resurgence Mauritius Manager Mauritius 50.00%
4 Piramal Ivanhoe Residential Equity Fund 1 India 50.00%
5 India Resurgence Fund - Scheme - 2 India 50.00%
6 Convergence Chemicals Private Limited (Convergence) India 51.00%
The contractual arrangement states that the Company and the other shareholder shall nominate one director each to the board
in addition to the two independent directors. For any meeting of the board, the quorum shall be two directors provided that one
director from each party is present. This gives both the parties a joint control over India Resurgence ARC Private Limited.
Hence with effect from July 19, 2017, the investment in India Resurgence ARC Private Limited is considered as investment in Joint
Venture and accordingly this is accounted as per the equity method."
The contractual arrangement states that the Company and the other shareholder shall nominate one director each to the board
in addition to the two independent directors. For any meeting of the board, the quorum shall be two directors provided that one
director from each party is present. This gives both the parties a joint control over India Resurgence Asset Management Business
Private Limited.
Hence with effect from February 7, 2018, the investment in India Resurgence Asset Management Business Private Limited is
considered as investment in Joint Venture and accordingly this is accounted as per the equity method."
Asset Resurgence Mauritius Manager was incorporated in the Republic of Mauritius as a private company under the Mauritius
Companies Act 2001 on October 10, 2017 and holds a Category I Global Business License and a CIS Manager issued by the Financial
Services Commission. The principal activity of Asset Resurgence Mauritius Manager is to provide investment management services.
Strategic Overview
Fund Scheme 2 for investments into distressed to control investment opportunities.
The Group owns 51% equity shares of Convergence Chemicals Private Limited. The contractual arrangement states that PEL and
the other shareholder shall nominate two directors each to the board and for any meeting of the board the quorum shall be two
directors provided that one director from each party is present. This gives both the parties a joint control over Convergence
Chemicals Private Limited. Convergence Chemicals Private Limited is a Private Limited Company whose legal form confers
separation between the parties to the joint arrangement and the Company itself. Accordingly, the legal form of Convergence
The above investment is accounted for using Equity Method. This is an unlisted investment and hence quoted prices are not available.
Statutory Reports
The Group owns 49% equity shares of Allergan India Private Limited. As per the terms of the contractual agreement with Allergan
Pharmaceuticals (Ireland) Limited, the company by virtue of its shareholding neither has the power to direct the relevant activities of
the company, nor has the right to appoint majority of the Directors. The company only has a right to participate in the policy making
processes. Accordingly Allergan India Private Limited has been considered as an Associate.
(` in Crores)
March 31, 2019 March 31, 2018
(f) Share of profits from Associates and Joint Venture for the year ended:
(` in Crores)
Particulars March 31, 2019 March 31, 2018
40 BUSINESS COMBINATIONS
A. Summary of acquisitions during the current year
Strategic Overview
There are no acquisition done by the Group during the year.
The transaction has been entered by Sigmatic to make a valuable addition to group's existing offerings of Healthcare Insights
and Analytics business. The acquisition of Sharp Insights Limited is expected to enrich the group with the ability to access
European hospital-level data which includes, legacy hospital registers data, inpatient surgical procedure, diagnostic data and
outpatient data sets. Sharp Insights Limited is in business of collating, aggregating and providing analytical data and reports
(b) The fair value of assets and liabilities recognised as a result of the acquisition are as follows:
Assets
Intangible assets - Customer Relations 0.04 0.26
Intangible assets - Computer Software (Including acquired database) 1.03 6.67
Trade Receivables * 0.03
Cash and cash equivalents 0.14 0.89
Total Assets 1.21 7.85
Liabilities
Trade payable 0.04 0.28
Deferred Revenue 0.04 0.25
Statutory Reports
Total Liabilities 0.08 0.53
Contingent consideration upto ` 3.91 Crores (USD 0.6 million) is payable if the revenue growth thresholds are achieved in the
calendar year 2018 and 2019. The fair value of contingent consideration of ` 2.93 Crores (USD 0.45 million) was estimated by
calculating the weighted average probable earnings.
On August 16, 2017, the Group acquired further 77.27% stake in Context Matters, Inc. This transaction resulted into Context
Matters Inc, being a wholly owned subsidiary of the Group. The Group fair-valued it’s previously held investment in the Context
Matters and recorded a loss of ` 7.77 Crores (USD 1.20 million) during the current year ended March 31, 2018 which is recorded
as a separate line-item in other expenses.
The Group entered into the transaction considering the potential synergistic benefits to its Healthcare Insights and Analytics
business that Context Matters is expected to provide.
Strategic Overview
Assets
Intangible assets - Customer Relations 0.67 4.33
Intangible assets - Computer Software (Including acquired database) 1.14 7.33
Intangible assets - Trade Name 0.18 1.13
Trade Receivables 0.28 1.80
Cash and cash equivalents 1.52 9.79
Other current assets 0.06 0.37
Total Assets 3.85 24.75
Liabilities
Trade payable 0.79 5.08
Deferred Revenue 0.60 3.82
Statutory Reports
Revenue 0.93 6.00
Profit/(Loss) before tax (0.57) (3.67)
41 GOODWILL
Movement in Goodwill on Consolidation during the year:
(` in Crores)
As at As at
Particulars
March 31, 2019 March 31, 2018
The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value - in - use.
As on March 31, 2019 and March 31, 2018, the fair value of the Healthcare Insights and Analytics segment was determined based on
weighted average of the valuation derived from the market approach and income approach. The market approach was based using
information of comparable guideline public companies and other significant unobservable inputs. The fair value is classified as a level 3 fair
value measurement. The income approach was based on internal forecasts over a reasonable period, considering a pre-tax discount rate of
12.04% & terminal growth rate of 2.87%.
As of March 31, 2019 and March 31, 2018, the estimated cash flows for a period of 5 years in the Pharmaceuticals and Financial Services
segment were developed using internal forecasts, and a pre-tax discount rate of 5.79% to 10.99% respectively. The cash flows beyond 5 years
have been extrapolated assuming 2% to 5% growth rates, depending on the cash generating unit and the country of operations.
The management believes that any possible changes in the key assumptions would not cause the carrying amount to exceed the recoverable
amount of cash generating unit.
Based on the above, no impairment was identified as of March 31, 2019 and March 31, 2018 as the recoverable value of the segments
exceeded the carrying values.
42 EMPLOYEE BENEFITS :
Brief description of the Plans:
Other Long Term Employee Benefit Obligations
Leave Encashment, which are expected to be availed or encashed beyond 12 months from the end of the year are treated as other long
term employee benefits. The Group’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year.
Actuarial losses/ gains are recognised in the Consolidated Statement of Profit and Loss in the year in which they arise.
Long Term Service Awards are recognised as a liability at the present value of the defined benefit obligation as at the balance sheet date.
Strategic Overview
contributions to recognised funds in India in case of funded plans.
The Group’s Gratuity Plan is administered by an insurer and the Investments are made in various schemes of the trust. The Group funds
the plan on a periodical basis.
In case of certain employees, the Provident fund is administered through an in-house trust. Periodic contributions to the trust are
invested in various instruments considering the return, maturity, safety, etc., within the overall ambit of the Provident Fund Trust Rules
and investment pattern notified through the Ministry of Labour investment guidelines for exempted provident funds.
In case of a foreign subsidiary, the subsidiary sponsors a defined benefit retirement plan. The benefits are based on employees' years of
experience and final remuneration. The plan was funded through a separate trustee-administered fund.The pension cost for the main
defined plans is established in accordance with the advice of independent qualified actuary. In previous year, this fund was closed to
future accrual of benefits with effect from November 15, 2017. The surplus of ` Nil ( Previous year- ` 6.22 Crores (GBP 727,400)) was
These plans typically expose the Group to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
Investment risk
The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market
yields at the end of the reporting period on government bonds. Plan investment is a mix of investments in government securities, equity,
mutual funds and other debt instruments.
Interest risk
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on
the plan’s debt investments.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an
increase in the salary of the plan participants will increase the plan’s liability.
The Group has both funded and non funded plans and makes contributions to recognised funds in India in case of funded plans.
The Group does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based
on estimations of expected gratuity payments. In respect of certain employees, Provident Fund contributions are made to a Trust
administered by the Group. The contributions made to the trust are recognised as plan assets. Plan assets in the Provident fund trust are
Statutory Reports
governed by local regulations, including limits on contributions in each class of investments.
The Group actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows
arising from the employee benefit obligations, with the objective that assets of the gratuity / provident fund obligations match the
benefit payments as they fall due. Investments are well diversified, such that the failure of any single investment would not have a
material impact on the overall level of assets.
A large portion of assets consists of government and corporate bonds, although the Group also invests in equities, cash and mutual
funds. The plan asset mix is in compliance with the requirements of the regulations in case of Provident fund.
In case of an overseas subsidiary, the pension plans were funded through a separate trustee - administered fund. The subsidiary employs
a building block approach in determining the long term rate of return on pension plan assets. Historical markets are studied and assets
Financial Statements
with higher volatility are assumed to generate higher returns consistent with widely accepted capital market principles.
Included in Contribution to Provident and Other Funds and R&D Expenses disclosed under Other Expenses (Refer Note 34 and 36)
II. Disclosures for defined benefit plans based on actuarial valuation reports as on March 31, 2019.
A. Change in Defined Benefit Obligation
(` in Crores)
(Funded) (Non-Funded)
Particulars Gratuity Pension Provident Fund Gratuity
Year Ended March 31, Year Ended March 31, Year Ended March 31, Year Ended March 31,
2019 2018 2019 2018 2019 2018 2019 2018
Present Value of Defined Benefit 54.35 46.45 570.18 507.46 211.59 181.39 9.02 6.40
Obligation as at beginning of the year
Interest Cost 4.25 3.29 13.61 11.80 18.04 15.92 0.70 0.52
Current Service Cost 4.85 4.28 - 0.85 11.35 10.57 2.20 1.83
Past Service Cost - 0.07 - - - - - -
Contributions from plan participants - - - - 17.57 16.26 - -
Liability Transferred In for employees joined 0.43 - - - 5.60 5.81 - -
Liability Transferred Out for employees left (0.74) (0.32) - - - - - -
Liability acquired on acquisition of a subsidiary - - - - - - - -
Benefits Paid (3.38) (3.67) (23.75) (29.13) (30.49) (18.36) (0.55) (0.17)
(Gains)/Losses on Curtailment - - - 0.18 - - - -
Actuarial (Gains)/loss - due to change in - - - - - - - -
Demographic Assumptions
Actuarial (Gains)/loss - due to change in Financial Assumptions 0.45 (1.03) (21.14) 44.94 - - 0.14 (0.33)
Actuarial (Gains)/loss - due to experience adjustments 2.00 5.28 - (36.17) - - 1.35 0.77
Exchange Differences on Foreign Plans - - (13.88) 70.25 - - - -
Present Value of Defined Benefit Obligation 62.21 54.35 525.02 570.18 233.66 211.59 12.86 9.02
as at the end of the year
Strategic Overview
As at March 31, As at March 31, As at March 31, As at March 31,
2019 2018 2019 2018 2019 2018 2019 2018
Present Value of Defined Benefit Obligation as at the end of the year 62.21 54.35 525.02 570.18 233.66 211.59 12.86 9.02
Fair Value of Plan Assets As at end of the year 25.68 26.95 678.48 697.58 233.66 211.59 - -
Funded Status - - (153.46) (127.40) - - - -
Asset Ceiling - - 153.46 127.40 - - - -
Effect of currency translations - - - - - - - -
Net Liability/(Asset) recognised in the Balance Sheet (Refer 36.53 27.40 - - - - 12.86 9.02
Notes 20 and 26)
(` in Crores)
The Provident Fund has a surplus that is not recognised on the basis that future economic benefits are not available to the Group in the form
of a reduction in future contributions or a cash refund due to local regulations.
The Group has no legal obligation to settle the deficit in the funded plan (Gratuity) with an immediate contribution or additional one off
contributions.
Statutory Reports
And Loss*
*Included in Salaries and Wages, Contribution to Provident and Other Funds, Gratuity Fund and Research and Development Expenses (Refer Note 34 and 36)
E. Expenses Recognized in the Other Comprehensive Income (OCI) for Current Year
(` in Crores)
(Funded) (Non-Funded)
Particulars Gratuity Pension Provident Fund Gratuity
Year Ended March 31, Year Ended March 31, Year Ended March 31, Year Ended March 31,
2019 2018 2019 2018 2019 2018 2019 2018
Actuarial (Gains)/Losses on Obligation For the Period - Due to - - - - - - - -
changes in demographic assumptions
Actuarial (Gains)/Losses on Obligation For the Period - Due to 0.45 (1.03) 21.14 44.94 - - 0.14 (0.33)
Financial Statements
The expected rate of return on plan assets is based on market expectations at the beginning of the year. The rate of return on long-term
bonds is taken as reference for this purpose.
In case of certain employees, the Provident Fund contribution is made to a Trust administered by the Group. In terms of the Guidance note
issued by the Institute of Actuaries of India, the actuary has provided a valuation of Provident fund liability based on the assumptions listed
above and determined that there is no shortfall at the end of each reporting period.
G. Movements in the present value of net defined benefit obligation are as follows:
(` in Crores)
(Funded) (Non-Funded)
Particulars Gratuity Pension Gratuity
As at March 31, As at March 31, As at March 31,
2019 2018 2019 2018 2019 2018
Opening Net Liability/(asset) 27.40 16.69 - (5.89) 9.02 6.40
Expenses Recognized in Statement of Profit or Loss 7.01 5.54 - 0.70 2.90 2.35
Expenses Recognized in OCI 2.61 5.49 - 6.22 1.49 0.44
Exchange Fluctuation - - - (0.06) - -
Net Liability/(Asset) Transfer In 0.43 - - - - -
Net (Liability)/Asset Transfer Out (0.74) (0.32) - - - -
Net asset added on acquisition of subsidiary - - - - - -
Benefit Paid Directly by the Employer - - - - (0.55) (0.17)
Employer's Contribution (0.18) - - (0.97) - -
Net Liability/(Asset) Recognized in the Balance Sheet 36.53 27.40 - - 12.86 9.02
H. Category of Assets
(` in Crores)
(Funded) (Non-Funded)
Particulars Gratuity Pension Provident Fund
As at March 31, As at March 31, As at March 31,
2019 2018 2019 2018 2019 2018
Government of India Assets (Central & State) 6.55 8.48 - - 95.29 86.49
Public Sector Unit Bonds - - - - 23.96 34.55
Debt Instruments - - 522.43 537.14 - -
Corporate Bonds 14.50 13.67 - - 66.24 48.95
Fixed Deposits under Special Deposit Schemes of Central Government* 1.39 1.04 - - 27.99 27.87
Insurance fund* 0.66 0.62 - - - -
Equity Shares of Listed Entities/ Mutual funds 2.53 3.09 - - 16.03 11.00
Global Equities - - 156.05 160.44 - -
Others* 0.05 0.05 - - 4.15 2.73
Total 25.68 26.95 678.48 697.58 233.66 211.59
* Except these, all the other investments are quoted.
I. Other Details
Funded Gratuity
(` in Crores)
As at March 31, As at March 31,
Particulars
2019 2018
Strategic Overview
31, 2020 31, 2019
The Group’s Gratuity Plan is administered by an insurer and the Investments are made in various schemes of the trust. The Group funds the
plan on a periodical basis.
Weighted average duration of the defined benefit obligation is in the range of 7 - 11 years (Previous year 7 - 9 years)
(` in Crores)
(Funded) (Non-Funded)
Projected Benefit Obligation Gratuity Pension Gratuity
As at March 31, As at March 31, As at March 31,
2019 2018 2019 2018 2019 2018
Impact of +1% Change in Rate of Discounting (3.00) (2.58) - (41.30) (0.83) (0.57)
Impact of -1% Change in Rate of Discounting 3.39 2.90 - 49.10 0.95 0.65
The above sensitivity analyses are based on change in an assumption while holding all other assumptions constant. In practice, this is unlikely
to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to
significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit
method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant
factors, such as supply and demand in the employment market.
The above pension fund was closed to future accrual of benefits with effect from November 15, 2017. The surplus of INR 6.22 Crores ( GBP
727,400) was written off in previous year in other comprehensive income as the fund is closed to future accruals and there are no active
Statutory Reports
members.
The liability for Long term Service Awards (Non – Funded) as at year end is ` 2.36 Crores (As at March 31, 2018 - ` 2.12 Crores)
The liability for Leave Encashment (Non – Funded) as at year end is ` 47.47 Crores (Previous year ` 40.60 Crores)
E. Other Intermediaries
Shriram Transport Finance Company Limited (Shriram Transport)
Shriram City Union Finance Limited (Shriram City Union)
Strategic Overview
2019 2018 2019 2018 2019 2018 2019 2018
Purchase of Goods
- PGL - - - - 3.13 2.38 3.13 2.38
- Piramal Glass USA Inc. - - - - 3.69 2.64 3.69 2.64
- PPL - - 29.62 20.48 - - 29.62 20.48
- Convergence 83.42 27.46 - - - - 83.42 27.46
- Others - - - - - 0.02 - 0.02
Total 83.42 27.46 29.62 20.48 6.82 5.04 119.86 52.98
Sale of Goods
- Allergan - - 74.35 66.66 - - 74.35 66.66
Total - - 74.35 66.66 - - 74.35 66.66
Rendering of Services
- Allergan - - 1.67 1.29 - - 1.67 1.29
- PGL 0.32 0.32 -
Total - - 1.67 1.29 0.32 - 1.99 1.29
Receiving of services
- PRL Agastya Private Limited - - - - 6.75 3.30 6.75 3.30
Total - - - - 6.75 3.30 6.75 3.30
Rent Expense
- GPMH - - - - 1.04 0.62 1.04 0.62
- Aasan Corporate Solutions - - - - 25.16 19.74 25.16 19.74
Total - - - - 26.20 20.36 26.20 20.36
Commission Expense
- Brickex Advisors Private Limited - - - - 11.13 1.67 11.13 1.67
Total - - - - 11.13 1.67 11.13 1.67
Statutory Reports
Professional Fees
- Piramal Trusteeship Services Private Limited - - - - * 0.01 * 0.01
Total - - - - * 0.01 * 0.01
Royalty Income
- PPL - - 1.60 1.43 - - 1.60 1.43
Total - - 1.60 1.43 - - 1.60 1.43
(` in Crores)
Associates & its
Details of Transactions# Jointly Controlled Entities Other Related Parties Total
subsidiaries
2019 2018 2019 2018 2019 2018 2019 2018
Reimbursements of expenses
- Aasan Corporate Solutions - - - - 1.09 0.69 1.09 0.69
- IRAMBPL 8.00 - - - - - 8.00 -
- Others - - - - 0.06 - 0.06 -
Total 8.00 - - - 1.15 0.69 9.15 0.69
Dividend Income
- Shriram Transport - - 24.86 24.86 - - 24.86 24.86
- Shrilekha Business Consultancy - - 23.34 - - - 23.34 -
- Shriram City Union - - 11.84 10.53 - - 11.84 10.53
- Allergan - - 61.25 - - - 61.25 -
- India Resurgence Fund - Scheme 2 - - 4.94 - - - 4.94 -
Total - - 126.23 35.39 - - 126.23 35.39
Contribution to Funds
- PPFT - - - - 28.92 26.81 28.92 26.81
Total - - - - 28.92 26.81 28.92 26.81
Strategic Overview
Expenditure towards Corporate Social Responsibility activities
- PFEL - 18.00
- PSMRI - 9.11
- Piramal Foundation - 1.50
Total - 28.61
Donation Paid
- PFEL - 6.88
- PSMRI - 6.10
Total - 12.98
All the transactions were made on normal commercial terms and conditions and at market rates.
Statutory Reports
(` in Crores)
Associates & its
Account Balances Jointly Controlled Entities Other Related Parties Total
subsidiaries
2019 2018 2019 2018 2019 2018 2019 2018
Trade Receivables
- Piramal Glass USA Inc - - - - 0.01 0.16 0.01 0.16
- PPL - - 1.06 1.60 - - 1.06 1.60
- Aasan Corporate Solutions - - - - 6.94 0.83 6.94 0.83
- Allergan - - 13.50 7.44 - - 13.50 7.44
Total - - 14.56 9.04 6.95 0.99 21.51 10.03
Financial Statements
Advance to Vendor
- PPL - - 1.10 - - - 1.10 -
- PGL - - - - 1.78 1.78 1.78 1.78
Total - - 1.10 - 1.78 1.78 2.88 1.78
Trade Payables
- Piramal Glass USA Inc - - - - 0.14 0.78 0.14 0.78
- PPL - - - 18.81 - - - 18.81
- PGL - - - - 0.38 0.18 0.38 0.18
- PCSL - - - - 25.02 14.38 25.02 14.38
- Aasan Corporate Solutions - - - - 0.04 0.01 0.04 0.01
- IRAMBPL - - - - 8.00 - 8.00 -
- PRL Agastya Private Limited - - - - 0.56 - 0.56 -
- Brickex Advisors Private Limited - - - - 1.62 - 1.62 -
- Convergence 9.13 - - - - - 9.13 -
- Others - - - - - 0.02 - 0.02
Total 9.13 - - 18.81 35.76 15.37 44.89 34.18
44 Property, Plant & Equipment, Brands and Trademarks, Investment in Non Convertible Debentures, Inter Corporate Deposits and Other
Financial Assets are mortgaged / hypothecated to the extent of ` 39,829.16 Crores (As on March 31, 2018 ` 26,659.98 Crores) as a
security against long term secured borrowings as at March 31, 2019.
Plant & Equipment, Inventories, Trade receivables, Investment in Non Convertible Debentures and Inter Corporate Deposits are
hypothecated as a security to the extent of ` 3,565.69 Crores (As on March 31, 2018 ` 1,367.05 Crores) against short term secured
borrowings as at March 31, 2019.
45 The Group's significant operating lease arrangements are mainly in respect of residential / office premises, computers, motor vehicles
and vaporizers. The aggregate lease rentals payable on these leasing arrangements are charged as rent under "Other Expenses" in Note
36.
These lease arrangements are for a period ranging from one year to fifteen years and are in most cases renewable by mutual consent, on
mutually agreeable terms.
Future minimum lease rentals payable in respect of non-cancellable operating leases have been mentioned below:
(` in Crores)
As at March 31, As at March 31,
Payable
2019 2018
46 Earnings Per Share (EPS) - EPS is calculated by dividing the profit attributable to the equity shareholders by the weighted average number
of equity shares outstanding during the year. The earnings and weighted average numbers of equity shares used in calculating basic and
diluted earnings per equity share are as follows:
Strategic Overview
2. Weighted Average Number of Equity Shares used as denominator for calculating Basic EPS (nos.) 198,627,849 181,773,892
3. Weighted Average Potential Equity Shares in respect of right issue shares reserved for CCD holders and right shares 818,720 54,227
held in abeyance (nos.)
4. Total Weighted Average Number of Equity Shares for calculating Diluted EPS (nos.) (2+3) 199,446,569 181,828,119
5. Earnings Per Share - Basic attributable to Equity Shareholders (` ) (1/2) 74.16 281.75
6. Earnings Per Share - Diluted attributable to Equity Shareholders (` ) (1/4) 73.86 281.67
7. Face value per share (` ) 2.00 2.00
Earnings per share (Basic and Diluted) for the year ended March 31, 2018 has been retrospectively adjusted for effect of Right Issue as stated
in Note 58 (b).
The following additional information is presented to disclose the effect on profit attributable to owners of Piramal Enterprises Limited,
Basic and Diluted EPS, without the effect of loss on disposal of subsidiary (Refer Note 37) in the year ended March 31, 2019, the effect of
47 a) The Company conducts research and development to find new sustainable chemical routes for pharmaceutical & herbal products.
Statutory Reports
The company is undertaking development activities for Oral Solids and Sterile Injectables, apart from other Active Pharmaceutical
Ingredients.
The Company has research and development centres in Mumbai, Ennore and Ahmedabad.
Details of additions to Property Plant & Equipments, Intangibles under Development and Revenue Expenditure for Department of
Scientific & Industrial Research (DSIR) Recognised research and development facilities / division of the Company at Mumbai, Ennore
and Ahmedabad for the year are as follows;
(` in Crores)
For the year ended For the year ended
Description
March 31, 2019 March 31, 2018
* The amount included in Note 36, under R & D Expenses (Net) does not include ` 68.09 Crores (Previous Year ` 57.40 Crores) relating to Ahmedabad location.
48 The Consolidated results for the year ended March 31, 2019 includes the results for Piramal Critical Care Italia S.P.A, Piramal Holdings
(Suisse) SA, Piramal Technologies SA, Piramal Critical Care Deutschland GmbH, Piramal Healthcare Canada Limited, Piramal Critical Care
BV, Piramal Dutch Holdings N.V., Ash Stevens LLC, Piramal Healthcare Pension Trustees Limited, Piramal Critical Care Pty and PEL Pharma
Inc based on audited accounts upto their respective financial year ending December 31, 2018 and management estimates prepared by
respective Company's Management for the interim period ending March 31, 2019. The results of Bluebird Aero Systems Limited, Piramal
Pharma Solutions Inc, Piramal Critical Care South Africa (Pty) Ltd,Piramal Imaging SA*, Piramal Imaging GmbH*, Piramal Imaging Limited*,
Piramal Pharma Solutions B.V, Allergan India Private Limited, Piramal Phytocare Limited, India Resurgence Asset Management Business
Private Limited , Asset Resurgence Mauritius Manager, India resurgence Fund scheme II,India Resurgence ARC Private Limited and
Piramal Ivanhoe Residential Equity Fund are based on management estimates for the year ended March 31, 2019 as audited results were
unavailable. The percentage of combined Revenues from operations for the year ended March 31, 2019 for all the above companies
to the Consolidated Revenue is 4.99%. The percentage of combined profit/(loss) for the year ended March 31, 2019 for all the above
companies to the Consolidated Profit and Loss is 2.18 %.
* Ceased to be a subsidiary w.e.f June 25, 2018
49 CAPITAL MANAGEMENT
The Group manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders
through the optimisation of the debt and equity balance. The capital structure of the Group consists of net debt (borrowings as detailed
in notes 18, 23 and 24 offset by cash and bank balances) and total equity of the Group.
The Group determines the amount of capital required on the basis of annual as well as long term operating plans and other strategic
investment plans. The funding requirements are met through non convertible debt securities or other long-term /short-term borrowings.
The Group monitors the capital structure on the basis of total debt to equity ratio and maturity profile of the overall debt portfolio of the
Group.
The terms of the Secured and unsecured loans and borrowings contain certain financial covenants primarily requiring the Company and
it's subsidiaries to maintain financial ratios like Total Debt to Total Net Worth, Interest Coverage Ratio, Fixed Asset Cover ratio, Minimum
net worth conditions, etc. The Company and it's subsidiaries are broadly in compliance with the said covenants and banks have generally
waived / condoned such covenants.
50 RISK MANAGEMENT
The Group’s activities expose it to market risk, liquidity risk and credit risk.
The Group has an independent and dedicated Enterprise Risk Management (ERM) system to identify, manage and mitigate business risks.
Board has approved the Asset Liability Management Policy and the formation of Asset Liability Management Committee (ALCO). The
ALCO includes the Group’s senior management and an external industry expert. It defines the strategy for managing liquidity and
interest rate risks in the business.
This note explains the sources of risk which the group is exposed to and how the group manages the risk and the impact of hedge
accounting in the financial statements.
Liquidity risk Borrowings and other ALCO deliberates on the static liquidity gap statement, future asset growth plans, tenor of assets, market
Strategic Overview
liabilities liquidity and pricing of various sources of funds. It decides on the optimal funding mix taking into consideration
the asset strategy and a focus on diversifying sources of funds.
Market risk - Interest Long-term borrowings at ALCO reviews the interest rate gap statement and the mix of floating and fixed rate assets and liabilities. The Risk
rate variable rates Management Group has also initiated a scenario analysis to assess the short-term impact of interest rates on net
interest income (NII).
Market risk - Securities Equity Investment The Group continue to effectively evaluate various risks involved in underlying assets, before and after making
price risks any such strategic investments.
Market risk - Foreign Transactions denominated The centralised treasury function aggregates the foreign exchange exposure and takes measures to hedge the
exchange in foreign currency exposure based on prevalent macroeconomic conditions.
Credit risk Cash and cash equivalents, Diversification of bank deposits, credit limits and letters of credit
trade receivables, Each investment in financial services is assessed by the investment team as well as independent risk team on
derivative financial the risk-return framework. The combined analysis of these teams is presented to the Investment Committee
The Group has formulated an Asset Liability Management Policy. The Asset Liability Management Committee (ALCO) is responsible
for the management of the Group's short-term, medium-term and long-term funding and liquidity management requirements.
The Group manages liquidity risk by maintaining adequate reserves, banking facilities and by continuously monitoring forecast
The Group has the following undrawn credit lines available as at the end of the reporting period.
(` in Crores)
Particulars March 31, 2019 March 31, 2018
- Expiring within one year 15,035.87 17,953.80
- Expiring beyond one year 110.66 -
15,146.53 17,953.80
Note: This includes Non-Convertible Debentures, Inter Corporate Deposits and Commercial Papers where only credit rating has been
obtained and which can be issued, if required, within a short period of time. Further, the facilities related to Commercial Papers are generally
Statutory Reports
rolled over.
The following tables detail the Group's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment
periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
Group can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the
rate applicable as of reporting period ends respectively has been considered.
(` in Crores)
March 31, 2019
Maturities of Financial Liabilities Upto 1 year 1 to 3 years 3 to 5 years 5 years & above
Borrowings 32,005.64 24,508.96 6,532.17 4,257.53
Trade Payables 957.25 - - -
Financial Statements
The balances disclosed in the table above are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying
balances as the impact of discounting is not significant.
Group has below commitments to invest in AIF in addition to above which will be invested as and when suitable investment opportunity
arises:
The exposure of the Group's borrowing to interest rate changes at the end of the reporting period are as follows:
(` in Crores)
Particulars March 31, 2019 March 31, 2018
Variable rate borrowings 33,590.49 19,079.85
Fixed rate borrowings 22,781.65 25,347.90
56,372.14 44,427.75
Strategic Overview
be insignificant.
If interest rates related to borrowings had been 100 basis points higher/lower and all other variables were held constant for the
Company and its subsidiaries in India, the Group's
- Profit before tax for the year ended/Other Equity(pre tax) as on March 31, 2019 would decrease/increase by ` 285.31 Crores
(Previous year ` 147.06 Crores) respectively. This is attributable to the Group’s exposure to borrowings at floating interest rates.
If interest rates related to borrowings had been 25 basis points higher/lower and all other variables were held constant for the
Company's subsidiaries located outside India, the Group's
- Profit before tax for the year ended/Other Equity(pre tax) as on March 31, 2019 would decrease/increase by ` 12.77 Crores
If interest rates related to loans given / debentures invested had been 100 basis points higher/lower and all other variables were
held constant, the Group's
-P
rofit before tax for the year ended/Other Equity(pre tax) as on March 31, 2019 would increase/decrease by ` 349.16 Crores
(Previous year ` 133.44 Crores) respectively. This is attributable to the Group’s exposure to lendings at floating interest rates.
Out of the total floating rate borrowings, the Group has entered into Interest Rate Swap (IRS) for the loan liability amounting to
` 1,982.56 Crores (USD 286.65 million) (Previous Year : ` 2,053.23 Crores (USD 315 million)) and Cross Currency Interest Rate Swap
(CCIRS) for the loan liability amounting to NIL (Previous Year: ` 500 Crores). The Group has designated the IRS and CCIRS (hedging
instrument) and the Floating rate financial liability (hedged item) into a hedging relationship and applies hedge accounting (Refer
Note 50 (e)).
(` in Crores)
Statutory Reports
Impact on OCI
Particulars
March 31, 2019 March 31, 2018
NSE Nifty 100, Increase by 5% 205.22 232.80
NSE Nifty 100, Decrease by 5% (205.22) (232.80)
The Group chose this presentation alternative because the investment were made for strategic purposes rather than with a view to profit on
subsequent sale, and there are no plans to dispose of these investments.
Financial Statements
Strategic Overview
GBP 22.44 203.11 0.17 1.54 40.36 372.31 0.62 5.71
EUR 46.99 364.89 7.34 57.03 227.22 1,828.13 (1.04) (8.39)
CHF 10.45 72.53 0.18 1.23 11.21 83.79 - -
Particulars For the year ended March 31, 2019 For the year ended March 31, 2018
Currencies Increase/Decrease Total Assets Total Change in Impact on Total Assets Total Change in Impact on
in FC (In Liabilities exchange rate Profit or Loss/ in FC (In Liabilities exchange rate Profit or Loss/
Millions) in FC (In Other Equity Millions) in FC (In Other Equity
Millions) for the year ( Millions) for the year (`
` In Crores) In Crores)
Statutory Reports
USD Increase by 5%# 623.38 141.35 3.46 166.69 566.24 115.61 3.26 146.91
USD Decrease by 5%# 623.38 141.35 (3.46) (166.69) 566.24 115.61 (3.26) (146.91)
GBP Increase by 5%# 26.60 18.48 4.52 3.67 51.50 36.55 4.61 6.89
GBP Decrease by 5%# 26.60 18.48 (4.52) (3.67) 51.50 36.55 (4.61) (6.89)
EUR Increase by 5%# 66.74 62.13 3.88 1.79 278.93 237.48 4.04 16.75
EUR Decrease by 5%# 66.74 62.13 (3.88) (1.79) 278.93 237.48 (4.04) (16.75)
CHF Increase by 5%# 10.72 5.14 3.47 1.94 11.49 5.47 3.42 2.06
CHF Decrease by 5%# 10.72 5.14 (3.47) (1.94) 11.49 5.47 (3.42) (2.06)
The Group has taken foreign currency floating rate borrowings which are linked to LIBOR. For managing the foreign currency
risk and interest rate risk arising from changes in LIBOR on such borrowings, the Group has enterred into cross-currency
interest rate swap (CCIRS) for the entire loan liability. The Group has designated the CCIRS (hedging instrument) and the
borrowing (hedged item) into a hedging relationship and applies hedge accounting.
Hedge Effectiveness Testing is assessed at designation date of the hedging relationship, and on an ongoing basis. The ongoing
assessment is performed at a minimum at each reporting date or upon a significant change in circumstances affecting the
hedge effectiveness requirements, whichever comes first.
Under the terms of the IRS, the Group pays interest at the fixed rate to the swap counterparty in USD and receives the floating
interest payments based on LIBOR in USD. As the critical terms of the hedged item and the hedging instrument (notional,
interest periods, underlying and fixed rates) are matching and the interest cashflows are off-setting, an economic relationship
exists beteween the two. This ensures that the hedging instrument and hedged item have values that generally move in the
opposite direction.
Hedge Effectiveness Testing is assessed at designation date of the hedging relationship, and on an ongoing basis. The ongoing
assessment is performed at a minimum at each reporting date or upon a significant change in circumstances affecting the
hedge effectiveness requirements, whichever comes first.
Following table provides quantitative information regarding the hedging instrument as on March 31, 2019:
(` in Crores)
Amount
Gain / (Loss) Change in Line item
Derivative Derivative reclassified Line item in
Notional due to fair value Ineffectiveness in profit or
Financial Financial from the profit or loss
principal change in fair for the year recognized in loss that
Instruments - Instruments hedge affected by the
amounts value for the recognized profit or loss includes hedge
Assets – Liabilities reserve to reclassification
year in OCI ineffectiveness
profit or loss
Interest rate swaps 1,982.56 - (7.72) (14.86) (12.52) - Not applicable (2.34) Not applicable
The table below provides a profile of the timing of the notional amounts of the Group’s hedging instruments (based on residual tenor) along
with the average price or rate as applicable by risk category:
(` in Crores)
As at 31 March 2019
Interest rate risk:
Total Less than 1 year 1-5 years Over 5 years
Notional principal amount ( ` in Crores) 1,982.56 381.26 1,601.30 -
Average fixed interest rates 4.968% p.a 4.968% p.a 4.968% p.a -
Strategic Overview
Interest rate risk: Change in the Where hedge Where hedge
value of hedged accounting is accounting is
item for the year continued discontinued
Borrowings (Floating rate) (2.34) (8.18) Not applicable
The following table provides a reconciliation by risk category of the components of equity and analysis of OCI items resulting from hedge
accounting:
(` in Crores)
Movement in Cash
flow hedge reserve
Interest rate risk: for the year ended
31-Mar-19
Opening balance 4.34
Following table provides quantitative information regarding the hedging instrument as on March 31, 2018:
(` in Crores)
Amount
Gain / (Loss) Change in Line item
Derivative Derivative reclassified Line item in
Notional due to fair value Ineffectiveness in profit or
Financial Financial from the profit or loss
principal change in fair for the year recognized in loss that
Instruments - Instruments hedge affected by the
amounts value for the recognized profit or loss includes hedge
Assets – Liabilities reserve to reclassification
year in OCI ineffectiveness
profit or loss
Statutory Reports
Interest rate swaps 2,053.23 4.01 - 4.34 4.34 - Not applicable (0.33) Not applicable
The table below provides a profile of the timing of the notional amounts of the Group’s hedging instruments (based on residual tenor) along
with the average price or rate as applicable by risk category:
As at 31 March 2018
Interest rate risk:
Total Less than 1 year 1-5 years Over 5 years
Notional principal amount ( ` in Crores) 2,053.23 82.13 1,971.10 -
Average fixed interest rates 4.968% p.a 4.968% p.a 4.968% p.a -
The tables below provide details of the Group’s hedged items under cash flow hedges:
(` in Crores)
As at 31 March 2018
Financial Statements
The following table provides a reconciliation by risk category of the components of equity and analysis of OCI items resulting from hedge
accounting:
(` in Crores)
Movement in Cash
flow hedge reserve
Interest rate risk: for the year ended
31-Mar-18
Opening balance -
Effective portion of changes in fair value:
a) Interest rate risk 4.01
Net amount reclassified to profit or loss:
a) Interest rate risk 0.33
Tax on movements on reserves during the year
Closing balance 4.34
For derivative contracts designated as hedge, the Group documents, at inception, the economic relationship between the
hedging instrument and the hedged item, the hedge ratio, the risk management objective for undertaking the hedge and
the methods used to assess the hedge effectiveness. The derivative contracts have been taken to hedge foreign currency
fluctuations risk arising on account of highly probable foreign currency forecast sales.
The Group applies cash flow hedge to hedge the variability arising out of foreign exchange currency fluctuations on account of
highly probable forecast sales. Such contracts are generally designated as cash flow hedges.
The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on
the currency, amount and timing of their respective cash flows. The forward exchange forward contracts are denominated
in the same currency as the highly probable future sales, therefore the hedge ratio is 1:1. Further, the entity has excluded
the foreign currency basis spread and takes such excluded element through the income statement. Accordingly, the Group
designates only the spot rate in the hedging relationship.
The Group has a Board approved policy on assessment, measurement and monitoring of hedge effectiveness which provides
a guideline for the evaluation of hedge effectiveness, treatment and monitoring of the hedge effective position from an
accounting and risk monitoring perspective. Hedge effectiveness is ascertained at the time of inception of the hedge and
periodically thereafter. The Group assesses hedge effectiveness on prospective basis. The prospective hedge effectiveness
test is a forward looking evaluation of whether or not the changes in the fair value or cash flows of the hedging position are
expected to be highly effective in offsetting the changes in the fair value or cash flows of the hedged position over the term of
the relationship.
Hedge effectiveness is assessed through the application of dollar offset method and designation of spot rate as the hedging
instrument. The excluded portion of the foreign currency basis spread is taken directly through income statement.
The table below enumerates the Group’s hedging strategy, typical composition of the Group’s hedge portfolio, the instruments used
to hedge risk exposures and the type of hedging relationship for the year ended March 31, 2019:
Type of
Sr Type of risk/ hedge Hedging
Hedged item Description of hedging strategy Description of hedging instrument hedging
No position instrument
relationship
1 Foreign Currency Highly probable Foreign currency denominated Foreign Forward contracts are contractual agreements Cash flow
Strategic Overview
hedge forecast sales highly probable forecast sales is exchange to buy or sell a specified financial instrument hedge
converted into functional currency forward at a specific price and date in the future.
using a forward contract. contract These are customized contracts transacted
in the over–the–counter market. Further, the
foreign currency basis spread is separated and
accounted for at FVTPL. Accordingly, only the
spot rate has been designated in the hedging
relationship.
There were no foreign exchange forward contracts which were designated in a hedge relationship for the year ended March 31,
2018.
The tables below provide details of the derivatives that have been designated as cash flow hedges for the periods presented:
The table below provides a profile of the timing of the notional amounts of the Group’s hedging instruments (based on residual
The following table provides a reconciliation by risk category of the components of equity and analysis of OCI items resulting from
hedge accounting:
Statutory Reports
Amount in Crores
As on March 31, 2018 -
Foreign exchange forward contracts 5.61
Amounts reclassified to profit or loss -
Deferred taxes related to above (1.96)
Closing balance 3.65
f. Credit Risk
Typically, the receivables of the Group can be classified in 2 categories:
1. Pharma and Healthcare Insights and Analytics Trade Receivables
Financial Statements
2. Financial Services business - (i) Loan Book primarily comprising of Real estate developers, Infrastructure Companies, Retail
Housing Finance and Others; and (ii) Strategic Investment made in other body corporates.
Please refer Note 10 for risk mitigation techniques followed for Pharma and Healthcare Insights and Analytics Trade
Receivables. Risk mitigation measures for Financial Services business are explained in the note below.
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the
Group. The Group has adopted a policy of dealing with creditworthy counterparties and obtaining sufficient collateral, where
appropriate, as a means of mitigating the risk of financial loss from defaults.
The credit risk on liquid funds and other financial instruments is limited because the counterparties are banks with high credit-
ratings assigned by credit-rating agencies or mutual funds."
Annual Report 2018-19 373
NOTES
to the Consolidated financial statements for the year ended March 31, 2019
Retail lending:
For retail lending the credit policy has been reviewed and approved by Risk Team. The Credit Risk management structure includes
credit policies and procedures. The Credit Policy defines customer segments, income assessment criteria, underwriting standards,
target market definition, appraisal and approval processes, product limits, Delegation of Authority metrics (DoA) and cover risk
assessment for product offerings etc. to ensure consistency of credit buying patterns.
Wholesale lending:
For wholesale lending business, the Group's Risk management team has developed proprietary internal rating model to evaluate
risk return trade-off for the loans and investments made by the Group. The output of traditional credit rating model is an estimate
of probability of default. These models are different from the traditional credit rating models as they integrate both probability of
default and loss given default into a single model.
Exposure as at
Particulars March 31, 2019 March 31, 2018
Real Estate 71.63% 75.87%
Infrastructure 16.13% 18.49%
Retail Housing Finance 9.53% 2.90%
Others 2.71% 2.74%
• Assessment of borrower’s capability to pay – a detailed assessment of borrower’s capability to pay is conducted. The approach
to the assessment is uniform across the entire Group and is spelt out in the Credit Policy. For construction finance deals, the
underlying project, the financial capability, past track record of repayments of the promoters are assessed by an independent risk
team.
• Security cover – this is an assessment of the value of security under stress scenario which is further adjusted for factors like
liquidity, enforceability, transparency in valuation, etc of the collateral.
• Geographic region – the Group monitors loan performances in a particular region to assess if there is any stress due to natural
calamities, etc impacting the performance of loans in a particular geographic region
For wholesale lending business, credit risk management is achieved by considering various factors like :
• Cash flow at risk – This is an assessment of the standalone project or business from which interest servicing and principal
repayment is expected to be done.
• Security cover – This is an assessment of the value of the security under stress scenario which is further adjusted for factors like
liquidity, enforceability, transparency in valuation etc. of the collateral.
• Promoter strength – This is an assessment of the promoter from financial, management and performance perspective.
• Exit – This is an assessment of the liquidity of the loan or investment.
The output from each of the analysis is converted to a risk weight equivalent. Each of the four components of the risk analysis are
assigned a specific weight which differ based on type of investment. The risk weight is then converted into capital requirement. The
required capital and the return is combined to create a metric which is used for deal assessment.
Based on the above assessment the risk team categorises the deals in to the below Risk Grades
- Good Deals with very high risk adjusted returns
- Investment Grade Deals with high risk adjusted returns
- Management Review Grade Deals with risk adjusted returns required as per lending policy
- Not Advisable Grade Deals with lower than required risk adjusted returns
Further, a periodic review of the performance of the portfolio is also carried out by the Risk Group. The Risk Group adjusts the
stress case considered during the initial approval based on actual performance of the deal, developments in the sector, regulatory
changes etc. The deal level output is combined to form a portfolio snapshot. The trends from portfolio are used to provide strategic
inputs to the management.
Strategic Overview
90 days overdues. This is also as per the rebuttable presumption provided by the standard.
The Group provides for expected credit loss based on the following:
Category - Description Basis for Recognition of Expected Credit Loss
Stage 1 - Standard (Performing) Assets 12 month ECL
Stage 2 - Significant Credit Deteriorated Assets Life time ECL
Stage 3 - Default (Non-Performing) Assets (Credit Impaired) Life time ECL
The Company has developed a PD Matrix consisting of various parameters suitably tailored for various facilities like grade of the
borrower, past overdue history, status from monthly asset monitoring report, deal IRR, deal tenure remaining etc.
Based on these parameters the Company has computed the PD. The Company has also built in model scorecard to determine
Statutory Reports
Very High quality liquid assets & Related party Other Financial Assets and Loans to related 1,104.11 - 1,104.11
loans and receivables parties and others
Assets for which credit risk has not significantly Investments at amortised cost 18,673.04 284.41 18,388.63
increased from initial recognition Loans at amortised cost 21,838.95 353.24 21,485.71
Assets for which credit risk has increased Investments at amortised cost 268.09 10.07 258.02
significantly but are not credit impaired Loans at amortised cost 59.26 1.58 57.68
Assets for which credit risk has increased Investments at amortised cost 41.96 6.29 35.67
significantly and are credit impaired Loans at amortised cost 110.86 110.86 0.00
Total 42,096.27 766.45 41,329.82 Financial Statements
Strategic Overview
Description of Collateral held as security and other credit enhancements
The Group generally ensures a security cover of 100-200% of the proposed facility amount. The Group periodically monitors the
quality as well as the value of the security to meet the prescribed limits. The collateral held by the Group varies on case to case
basis and includes:
i) First / Subservient charge on the Land and / or Building of the project or other projects
ii) First / Subservient charge on the fixed and current assets of the borrower
iii) Hypothecation over receivables from funded project or other projects of the borrower
iv) Pledge on Shares of the borrower or their related parties
v) Pledge on investment in shares made by borrower entity
vi) Guarantees of Promoters / Promoter Undertakings
vii) Post dated / Undated cheques
d) The credit impaired assets as at the reporting dates were secured by charge on land and building and project
receivables amounting to:
(` in Crores)
As at March 31, As at March 31,
Particulars
2019 2018
Value of Security 327.19 35.67
51 MOVEMENT IN PROVISIONS :
(` in Crores)
Provisions for Grants -
Litigations / Disputes Onerous Contracts Incentive
Committed
Particulars
As at March 31, As at March 31, As at March 31, As at March 31,
2019 2018 2019 2018 2019 2018 2019 2018
Balances as at the beginning of the year 3.50 3.50 6.34 17.88 1.29 9.36 29.64 29.48
Statutory Reports
Additions - - - - 0.01 - - -
Unwinding of Discount - - 0.19 1.38 - - - -
Amount used - - (6.53) (12.92) (1.27) (6.95) - -
Revaluation of closing balances - - - - 0.06 (1.12) - 0.16
Unused amounts reversed - - - - - - (29.64) -
Balances as at the end of the year 3.50 3.50 - 6.34 0.09 1.29 - 29.64
Classified as Non-current (Refer note 20) - - - - 0.09 1.29 - -
Classified as Current (Refer note 26) 3.50 3.50 - 6.34 - - - 29.64
Total 3.50 3.50 - 6.34 0.09 1.29 - 29.64
Provision for litigation / disputes represents claims against the Group not acknowledged as debts that are expected to materialise in respect
of matters under litigation. Future cash outflows are determinable only on receipt of judgments/decisions pending with various forums/
Financial Statements
authorities.
Provision for Onerous contracts represents the amounts provided for contracts where the unavoidable costs of meeting the obligations
under the contract exceed the economic benefits expected to be received under it.
Provision for incentive which represented stock-based compensation for certain employees in a subsidiary was written back during the year
ended March 31, 2019, as it was not longer payable.
52 The Chief Operating Decision maker of the Company examines the Group’s performance both from a product offerings and from a
geographic perspective. From a product perspective, the management has identified the following reportable segments:
1. Pharmaceuticals Manufacturing and Services: In this segment, the Group has a strong presence in Pharma Solutions, Critical Care,
Consumer Products Services and Imaging. The Company and certain subsidairies act as a Contract Development and manufacturing
organization offering both APIs and formulations. The Group's critical care business deals in the inhalation anesthesia market. The
group's consumer products business is primarily an India-centric consumer healthcare business with strong brands portfolio. The
Group also has a presence in Imaging business; a subsidiary has US FDA and European Commission approval for the commercial sale
of its diagnostic imaging agent.
2. Financial Services: Company's financial services segment offers a complete suite of financial products to meet the diverse needs of
its customers. The Company lends to various real estate developers and under special situation opportunities in various sectors and
has investments in Shriram Group, through which the Company has exposure to retail financing segments. In the previous year, the
Group has launched a retail housing finance vertical.
3. Healthcare Insights and Analytics: PEL’s Healthcare Insights & Analytics business, Decision Resources Group (DRG), is a market-
leading decision-support platform in the healthcare information services space. DRG provides indispensable insights to life sciences
companies as well as healthcare providers and payers through a variety of high value-added data and analytics, research reports,
and knowledge-based services. These offerings enable customers to make informed investment, cost containment and strategic
business decisions in their chosen markets.
(` in Crores)
Pharmaceuticals
Provisions for Grants -
manufacturing and Onerous Contracts Incentive
Committed
Particulars services
As at March 31, As at March 31, As at March 31, As at March 31,
2019 2018 2019 2018 2019 2018 2019 2018
Revenue from operations 4,819.70 4,448.57 7,063.44 4,981.57 1,332.20 1,209.21 13,215.34 10,639.35
Segment Results 528.61 800.06 2,450.74 1,993.32 213.18 213.18 3,192.53 2,961.09
Add : Unallocated Income / (Net of unallocated cost) 8.26 52.12
Less: Finance cost (Unallocated) 668.77 572.11
Less: Depreciation 520.15 477.33
Profit before share of net profits of investments 2,011.87 1,963.77
accounted for using equity method and tax
Add: Share of net profit of associates and 319.38 280.09
joint ventures accounted for using the equity
method
Profit Before Tax 2,331.25 2,243.86
Less: Tax (Credit) / Expenses 861.13 (2,876.42)
Profit for the year 1,470.12 5,120.28
Included in the above Segment results, are the Exceptional Items as mentioned below:
(` in Crores)
Pharmaceuticals manufacturing and
Healthcare Insights & Analytics Total
services
68.031 pt
As at March 31, As at March 31, As at March 31,
2019 2018 2019 2018 2019 2018
Loss on Sale of Imaging Business (452.25) - - - (452.25) -
Employee severence costs - - (13.39) - (13.39) -
Total (452.25) - (13.39) - (465.64) -
Segment results of Pharmaceuticals and Healthcare Insights & Analytics segment represent Earnings before Interest, Tax, Depreciation and
Amortisation and Segment results of Financial services represent Earnings before Tax, Depreciation and Amortisation.
Strategic Overview
Analytics
Particulars services
As at March 31, As at March 31, As at March 31, As at March 31,
2019 2018 2019 2018 2019 2018 2019 2018
Segment Assets 8,603.59 8,378.75 66,039.41 52,776.63 5,727.20 5,475.97 80,370.20 66,631.35
Unallocable Corporate Assets 5,255.88 6,169.04
Total Assets 85,626.08 72,800.39
Segment Liabilities 1,407.47 1,330.13 47,182.32 35,787.37 439.82 475.92 49,029.61 37,593.42
Unallocable Corporate Liabilities 9,343.44 8,644.58
Total Liabilities 58,373.05 46,238.00
Depreciation and amortisation 379.07 375.67 7.61 3.66 119.67 98.00 506.35 477.33
Unallocable depreciation 13.80 -
-
Non Cash expenditure other than depreciation and 9.17 15.32 340.39 238.71 3.52 2.97 353.08 257.00
amortisation
Geographical Segments
Revenue from operations 8,417.46 5,776.57 5,569.02 5,176.40 (771.14) (313.62) 13,215.34 10,639.35
Carrying amount of Non current Assets* 2,315.42 2,439.93 9,622.21 9,334.45 (139.63) 35.79 11,798.00 11,810.17
* Other than Financial assets, deferred tax assets and post- employment benefit assets
No customer contributed more than 10% of the total revenue of the Group
Statutory Reports
53 INCOME TAXES RELATING TO OPERATIONS
a) Tax expense recognised in statement of profit and loss
(` in Crores)
Year ended March Year ended March
Particulars
31, 2019 31, 2018
Current tax :
In respect of the current year 708.76 823.95
In respect of prior years 13.66 26.73
722.42 850.68
Deferred tax :
Financial Statements
Deferred tax :
Arising on income and expenses recognised in other comprehensive income:
Exchange loss on long term loans transferred to OCI 49.66 86.68
Fair value remeasurement of hedging instruments entered into for cash flow hedges 1.96 2.51
Changes in fair values of equity instruments (22.95) 22.95
Remeasurement of defined benefit obligation (1.40) (2.08)
Changes in fair values of debt instruments (2.56) -
Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying values of
assets and liabilities and their respective tax bases, and unutilized business loss and depreciation carry-forwards and tax credits. Deferred tax
assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary
differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilized.
Movement of deferred tax during the year ended March 31, 2019
(` in Crores)
Foreign Recognised
Recognised in
Opening Currency in other
statement of Closing balance
balance Translation comprehensive
profit and loss
Impact income
Deferred tax (liabilities)/assets in relation to:
Measurement of financial assets at amortised cost / fair value 67.21 (31.09) - 22.95 59.07
Provision for expected credit loss on financial assets (including 260.40 113.36 - - 373.76
commitments)
Other Provisions 7.34 27.94 - - 35.28
Amortisation of expenses which are allowed in current year 1.45 (1.13) - - 0.32
Disallowances for items allowed on payment basis 92.87 (23.37) - 1.40 70.90
Effect of recognition of lease rent expense on straight line basis 2.12 (0.88) - 1.24
Unrealised profit margin on inventory 36.97 1.21 - - 38.18
Goodwill on merger of wholly owned subsidiaries (Refer Note 39 (a)) 3,569.18 (1,232.90) - - 2,336.28
Property, Plant and Equipment and Intangible assets (254.43) (34.24) - - (288.67)
Measurement of financial liabilities at amortised cost (6.25) (111.19) - - (117.44)
Fair value measurement of derivative contracts (14.41) 12.01 - (1.96) (4.36)
Fair Valuation of Investment (11.74) 11.74 - - -
Unamortised Distribution Expenses (4.02) 4.02 - - -
Share of undistributed earnings of associates (16.37) 3.34 - - (13.03)
Other temporary differences 1.69 6.66 0.03 2.56 10.94
Exchange differences on long term loans designated as net investments - 49.66 - (49.66) -
transferred to OCI
Brought forward losses 91.74 499.98 (2.85) - 588.87
Unused tax credit (MAT credit entitlement) 391.47 566.17 - - 957.64
Total 4,215.22 (138.71) (2.82) (24.71) 4,048.98
Strategic Overview
statement of Closing balance
balance Translation comprehensive
profit and loss
Impact income
Deferred tax (liabilities)/assets in relation to:
Measurement of financial assets at amortised cost / fair value 82.46 7.70 - (22.95) 67.21
Provision for expected credit loss on financial assets (including 177.91 82.49 - - 260.40
commitments)
Other Provisions 7.41 (0.07) - - 7.34
Amortisation of expenses which are allowed in current year 2.56 (1.11) - - 1.45
Disallowances for items allowed on payment basis 41.61 49.18 - 2.08 92.87
Effect of recognition of lease rent expense on straight line basis 2.50 (0.38) - - 2.12
Unrealised profit margin on inventory 40.32 (3.35) - - 36.97
Goodwill on merger of wholly owned subsidiaries (Refer Note 39 (a)) - 3,569.18 - - 3,569.18
Property, Plant and Equipment and Intangible assets (166.45) (87.98) - - (254.43)
Statutory Reports
Deferred tax asset created on unrecogised tax losses of previous years (42.31)
Tax provision for earlier years 13.66 26.73
Tax losses for which no deferred income tax is recognised 128.88 63.03
Temporary differences for which no deferred income tax was recognised 11.21 38.85
Deferred tax on goodwill on merger of wholly owned subsidiaries (Refer Note 39 (a)) - (3,569.18)
Unrealised profit margin on inventory on which deferred tax asset is not created 2.31 9.81
Effect of deduction in tax for interest on Compulsory Convertible Debentures (110.09) (51.91)
Foreign Exchange gains subject to taxation on realised basis - 11.58
Deferred tax liability created on share of undistributed earnings of associates 2.85 4.77
Fair value gain on FVTPL instruments (5.41) -
Effect on deferred tax balances due to the changes in income tax rate 3.77 0.49
Others 0.20 7.45
Income tax expense recognised in consolidated statement of profit and loss 861.13 (2,876.42)
Financial Statements
The tax rate used for the reconciliations above is the corporate tax rate of 34.944% for the year 2018-19 and 34.608% for the year 2017-18
payable by corporate entities in India on taxable profits under tax law in Indian jurisdiction.
During the year ended March 31, 2018, the Group had recognized Deferred Tax Asset of ` 3,569.18 Crores in respect of tax deductible
Goodwill arising on merger of its subsidiaries (Refer Note 39(a)).
In assessing the realizability of deferred tax assets, the Group considers the extent to which it is probable that the deferred tax asset will
be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in
which those temporary differences and tax loss carry-forwards become deductible. The Group considers the expected reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
In addition to this, during the year, the Group has recognized Deferred Tax Asset of ` 2.26 Crores (Previous Year : ` 42.31 Crores) on unused
tax losses, considering profits in the past 2 years and reasonable certainty of realisation of such deferred tax asset in the future years.
Deferred tax asset amounting to ` 565.97 Crores and ` 468.69 Crores (excluding the amount already recognised to the extent of Deferred Tax
Liabilties amounting ` 39.73 Crores and ` 27.91 Crores) as at March 31, 2019 and March 31, 2018, respectively in respect of unused tax losses,
temporary differences and tax credits was not recognized by the Group, considering that the Company and its subsidiaries had a history
of tax losses for recent years. Unrecognized Deferred tax of ` 174.64 Crores and ` 178.70 Crores as at March 31, 2019 and March 31, 2018
are attributable to carry forward tax losses which are not subject to expiration dates. The remaining unrecognized deferred tax of ` 391.33
Crores and ` 289.99 Crores as at March 31, 2019 and March 31, 2018 respectively are attributable to carry forward tax losses which expires in
various years upto December 31, 2037.
The Company has calculated its tax liability for current domestic taxes after considering MAT. The excess tax paid under MAT provisions
over and above normal tax liability can be carried forward and set-off against future tax liabilities computed under normal tax provisions.
The Company and few of its subsadaries is required to pay MAT during the current and previous year and accordingly, a deferred tax asset
of ` 957.64 Crores and ` 391.47 Crores has been recognized in the Balance sheet as of March 31, 2019 and 2018 respectively, which can be
carried forward for a period of 15 years from the year of recognition.
Strategic Overview
As a % of As a % of
Consolidated Consolidated
As a % of As a % of
Amount Amount Other Com- Amount Total Com- Amount
Consolidated Consolidated
(` in Crores) (` in Crores) prehensive (` in Crores) prehensive (` in Crores)
net assets" profit/ (loss)
Income/ Income/
(Expense) (Loss)
Piramal Critical Care Deutschland GmbH 0.02% 4.65 -0.73% (10.79) 0.11% (0.40) -1.01% (11.19)
Piramal Healthcare (UK) Limited 1.62% 442.40 4.45% 65.36 2.30% (8.22) 5.13% 57.14
Piramal Healthcare Pension Trustees Limited 0.00% - 0.00% - 0.00% - 0.00% -
Piramal Critical Care Limited 0.96% 262.21 0.71% 10.42 -2.32% 8.30 1.68% 18.72
Piramal Healthcare (Canada) Limited 0.85% 232.45 4.69% 68.88 -0.07% 0.24 6.21% 69.12
Piramal Critical Care South Africa (Pty) Ltd 0.01% 3.29 0.08% 1.17 0.02% (0.08) 0.10% 1.09
Piramal Critical Care B.V. 0.01% 3.60 -0.30% (4.34) 0.03% (0.12) -0.40% (4.46)
Piramal Critical Care Pty. Ltd. 0.00% - 0.00% - 0.00% - 0.00% -
Statutory Reports
Foreign -
Asset Resurgence Mauritius Manager (Refer Note 39 (c)) 0.00% 0.62 0.00% 0.06 0.00% - 0.01% 0.06
-
Consolidation Adjustments -84.21% (22,950.62) 128.28% 1,886.05 -32.92% 117.65 180.07% 2,003.70
Financial Statements
Parent
Piramal Enterprises Limited 80.33% 21,336.85 10.13% 518.47 93.38% 640.42 19.96% 1,158.89
Subsidiaries
Indian
PHL Fininvest Private Limited 0.19% 49.56 0.05% 2.39 0.00% - 0.04% 2.39
Searchlight Health Private Limited (formerly known as 0.09% 24.32 -0.05% (2.49) 0.00% - -0.04% (2.49)
Health Superhiway Private Limited)
Piramal Capital Limited (Up to March 30, 2018) (Refer 0.00% - 0.00% 0.07 0.00% - 0.00% 0.07
note 39 (a))
Piramal Fund Management Private Limited 0.48% 127.04 0.15% 7.72 0.20% 1.35 0.16% 9.07
Piramal Finance Limited (formerly known as Piramal Finance 0.00% - 19.88% 1,017.93 0.62% 4.28 17.61% 1,022.21
Private Limited) (up to March 30, 2018) (Refer note 39 (a))
Piramal Housing Finance Limited (formerly known as 29.87% 7,934.33 -0.27% (13.79) 0.00% - -0.24% (13.79)
Piramal Housing Finance Private Limited) (Refer note 39 (a))
PEL Finhold Private Limited 0.00% - 0.00% - 0.00% - 0.00% -
Piramal Investment Advisory Services Private Limited 0.01% 3.08 0.00% (0.02) 0.00% - 0.00% (0.02)
Piramal Consumer Products Private Limited 0.00% 0.01 0.00% (0.00) 0.00% - 0.00% (0.00)
Piramal Systems & Technologies Private Limited -0.01% (2.53) -0.02% (1.19) 0.00% - -0.02% (1.19)
Piramal Investment Opportunities Fund 0.06% 15.01 0.01% 0.68 0.00% - 0.01% 0.68
Piramal Asset Reconstruction Private Limited (Up to July 0.00% - 0.00% 0.00 0.00% - 0.00% 0.00
18, 2017) (Refer note 39 (c))
PEL Asset Resurgence Advisory Private Limited (Up to 0.00% - -0.14% (6.98) 0.00% - -0.12% (6.98)
February 06, 2018) (Refer note 39 (c))
Foreign
Piramal International 0.00% - 0.00% - 0.00% - 0.00% -
Piramal Holdings (Suisse) SA 0.73% 193.79 -0.19% (9.53) 1.71% 11.75 0.04% 2.22
Piramal Imaging SA -1.58% (419.66) -1.78% (91.02) -3.06% (21.01) -1.93% (112.03)
Piramal Imaging GmbH 0.04% 10.62 0.03% 1.65 0.20% 1.38 0.05% 3.03
Piramal Imaging Limited -1.47% (390.17) -2.33% (119.52) -0.39% (2.66) -2.10% (122.18)
Piramal Technologies SA 0.03% 7.21 -0.07% (3.73) -0.08% (0.55) -0.07% (4.28)
INDIAREIT Investment Management Co. 0.25% 66.57 0.22% 11.51 0.00% - 0.20% 11.51
Piramal Asset Management Private Limited 0.00% 0.27 -0.03% (1.42) 0.00% - -0.02% (1.42)
Piramal Dutch Holdings N.V. 7.79% 2,069.37 -1.07% (54.71) 1.48% 10.17 -0.77% (44.54)
Piramal Healthcare Inc. 3.79% 1,006.65 0.82% 41.85 0.78% 5.35 0.81% 47.20
Piramal Critical Care, Inc. 0.97% 258.91 3.33% 170.41 0.34% 2.32 2.97% 172.73
Piramal Pharma Inc. -0.04% (9.71) -0.12% (5.92) -0.01% (0.08) -0.10% (6.00)
PEL Pharma Inc. 0.11% 29.79 -0.38% (19.68) 0.00% 0.03 -0.34% (19.65)
Ash Stevens LLC 1.24% 329.24 0.77% 39.20 0.28% 1.90 0.71% 41.10
Piramal Pharma Solutions Inc. (formerly known as -0.38% (100.57) -0.81% (41.43) -0.10% (0.69) -0.73% (42.12)
Coldstream Laboratories Inc.)
Piramal Critical Care Italia, S.P.A 0.02% 5.21 -0.11% (5.75) 0.18% 1.22 -0.08% (4.53)
Piramal Critical Care Deutschland GmbH 0.03% 7.48 -0.14% (7.10) 0.15% 1.02 -0.10% (6.08)
Piramal Healthcare (UK) Limited 1.45% 385.25 1.88% 96.44 5.26% 36.09 2.28% 132.53
Piramal Healthcare Pension Trustees Limited 0.00% - 0.00% - 0.00% - 0.00% -
Piramal Critical Care Limited 0.92% 243.48 0.70% 35.87 0.53% 3.66 0.68% 39.53
Piramal Healthcare (Canada) Limited 0.61% 163.34 0.86% 44.17 0.75% 5.11 0.85% 49.28
Piramal Critical Care South Africa (Pty) Ltd 0.01% 2.18 -0.05% (2.44) 0.01% 0.03 -0.04% (2.41)
Piramal Critical Care B.V. 0.00% - 0.00% - 0.00% - 0.00% -
Piramal Critical Care Pty. Ltd. 0.00% - 0.00% - 0.00% - 0.00% -
Piramal Dutch IM Holdco B.V. 0.51% 135.37 0.00% (0.07) 0.10% 0.68 0.01% 0.61
PEL-DRG Dutch Holdco B.V. (and Subsidaries) -0.88% (234.92) -4.94% (252.91) 3.01% 20.63 -4.00% (232.28)
(` in Crores)
Share in Other Share in Total
Net Assets (total assets Share in Profit or (loss) for
Comprehensive Income for Comprehensive Income for
Name of the entity minus total liabilities) as at the year ended March 31,
the year ended March 31, the year ended March 31,
Strategic Overview
March 31, 2018 2018
2018 2018
As a % of As a % of
As a % of As a % of Consolidated Consolidated
Amount Amount Amount Amount
Consolidated Consolidated Other Com- Total Com-
(` in Crores) (` in Crores) (` in Crores) (` in Crores)
net assets" profit/ (loss) prehensive prehensive
Income/ Income
Non Controlling Interests in all subsidiaries -0.05% (12.00) -0.02% (1.21) 0.00% - -0.02% (1.21)
Associates (Investment as per the equity method)
Indian
Allergan India Private Limited 0.58% 152.83 0.92% 46.86 0.00% (0.03) 0.81% 46.83
Shriram Capital Limited (Refer note 4(a)) 0.00% 0.01 0.00% - 0.00% - 0.00% -
Piramal Phytocare Limited 0.00% - -0.02% (0.88) 0.00% - -0.02% (0.88)
Foreign
Asset Resurgence Mauritius Manager (Refer Note 39 (c)) 0.00% - 0.00% - 0.00% - 0.00% -
Consolidation Adjustments -36.90% (9,800.61) 68.21% 3,492.74 -5.33% (36.57) 59.53% 3,456.17
Statutory Reports
Financial Instruments by category:
(` in Crores)
March 31, 2019 March 31, 2018
a) Categories of Financial Instruments:
FVTPL FVTOCI Amortised Cost FVTPL FVTOCI Amortised Cost
Financial Assets
Investments 1,224.06 4,104.34 16,725.00 2,376.17 4,656.03 18,682.32
Loans 674.84 - 38,110.49 223.82 - 22,432.44
Cash & Bank Balances - - 917.51 - - 2,467.01
Trade Receivables - - 1,406.25 - - 1,355.45
Other Financial Assets 12.49 - 1,022.67 5.32 - 209.74
1,911.39 4,104.34 58,181.92 2,605.31 4,656.03 45,146.96
Financial Statements
Financial liabilities
Borrowings (including Current Maturities of Long Term Debt) - - 56,023.27 - - 44,160.80
Trade Payables - - 957.25 - - 874.29
Other Financial Liabilities 81.68 - 305.71 141.94 - 318.36
81.68 - 57,286.23 141.94 - 45,353.45
(` in Crores)
Financial Assets March 31, 2019
Notes Carrying Value Level 1 Level 2 Level 3 Total
Loans
Term Loans i. 674.84 674.84 674.84
Measured at FVTOCI
Investments in Equity Instruments ii. 4,104.34 4,104.34 4,104.34
Measured at Amortised Cost for which fair values are disclosed Investments
Investments in debentures or bonds (Gross of Expected Credit Loss) iv. 17,048.70 17,337.74 17,337.74
Loans
Term Loans (Gross of Expected Credit Loss) iv. 38,619.84 38,401.87 38,401.87
Intercorporate Deposits (Gross of Expected Credit Loss) iv. 121.03 120.93 120.93
Strategic Overview
Investments
Investments in Preference Shares 1.70 1.70 1.70
Investments in debentures or bonds
Redeemable Non-Convertible Debentures i. 921.19 921.19 921.19
Investments in Mutual Funds ii. 1,270.16 1,270.16 1,270.16
Investment in Alternative Investment Fund/Venture Capital Funds vi. 183.12 183.12 183.12
Loans
Term Loans i. 223.82 223.82 223.82
Measured at Amortised Cost for which fair values are disclosed Investments
Investments in debentures or bonds ( Gross of Expected Credit Loss) iv. 18,983.09 19,397.00 19,397.00
Loans
Term Loans ( Gross of Expected Credit Loss) iv. 19,690.97 19,745.46 19,745.46
Intercorporate Deposits ( Gross of Expected Credit Loss) iv. 3,207.16 3,198.72 3,198.72
Except for those financial instruments for which the carrying amounts are mentioned in the above table, the Company considers that the
carrying amounts recognised in the financial statements approximate their fair values.
For financial assets that are measured at fair value, the carrying amounts are equal to the fair values.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds
Statutory Reports
and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is
valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-thecounter
derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Financial Statements
ii. This includes listed equity instruments and mutual funds which are fair valued using quoted prices and closing NAV in the market.
iii. This includes forward exchange contracts and cross currency interest rate swap. The fair value of the forward exchange contract is
determined using forward exchange rate at the balance sheet date. The fair value of cross currency interest rate swap is calculated as the
present value of future cash flow based on observable yield curves and forward exchange rates.
iv. Discounted cash flow method has been used to determine the fair value. The discounting factor used has been arrived at after adjusting
the rate of interest for the financial assets by the difference in the Government Securities rates from date of initial recognition to the
reporting dates.
v. Fair values of borrowings are based on discounted cash flow using a current borrowing rate. They are classified as Level 3 values
hierarchy due to the use of unobservable inputs, including own credit risk. The discounting factor used has been arrived at after
adjusting the rate of interest for the financial liabilities by the difference in the Government Securities rates from date of initial
recognition to the reporting dates.
vi. Discounted cash flow method has been used to determine the fair value. The discounting factor has been computed using a mix of past
trends as well as likely rate of return of the underlying projects.
vii. Discounted cash flow method has been used to determine the fair value of contingent consideration.
(` in Crores)
Debentures (NCDs Debentures (NCDs Debentures (NCDs Alternative
Particulars Preference shares Total
& OCDs) & OCDs) & OCDs) Investment Fund
As at April 01, 2017 - 987.86 216.42 1.70 141.79 1,347.77
Acquisitions 205.92 70.00 12.35 - 2.93 291.20
Additional Accruals - - - - 0.88 0.88
Losses recognised in profit or loss - - - - 0 0.00
Gains / (Losses) recognised in profit or loss 17.90 161.03 (4.28) - - 174.65
Exchange Fluctations - - - - 0.85 0.85
Payments - - - - (20.75) (20.75)
Realisations - (297.70) (41.37) - - (339.07)
As at March 31, 2018 223.82 921.19 183.12 1.70 125.70 1,455.53
Acquisitions 390.15 3.73 21.28 - - 415.16
Additional Accruals - - - - - -
Gains / (Losses) recognised in profit or loss 68.45 139.67 (14.97) - (32.56) 160.59
Exchange Fluctations - - - 0.11 0.26 0.37
Payments (7.58) - - - (19.43) (27.01)
Realisations - (40.71) (16.72) - - (57.43)
As at March 31, 2019 674.84 1,023.88 172.71 1.81 73.96 1,947.20
d) Valuation Process
The Company engages external valuation consultants to fair value below mentioned financial instruments measured at FVTPL. The
main level 3 inputs used for investment in AIF / Venture capital fund, contingent consideration, term loans and debentures are as
follows:
1) For Non Convertible Debentures and Term Loans, Waterfall approach has been used to arrive at the yields for securities held by
the Company. For determining the equity prices Monte Carlo simulations and local volatility model using the inputs like spot rate,
volatility surface, term structures and risk free rates from globally accepted third party vendor for these data have been used.
3) For Contingent consideration, fair value has been estimated by allocating probability to achievement of financial milestones.
Strategic Overview
Discount rate is determined using Capital Asset Pricing Model.
Significant Increase / Sensitivity Impact for the Sensitivity Impact for the
Fair value Fair value unobservable year ended March 31, year ended March 31,
Decrease in the
Nature of the instrument As on March As on March inputs* 2019 2018
unobservable
31, 2019 31, 2018
input
FV Increase FV Decrease FV Increase FV Decrease
Non Convertible Debentures 1,023.88 921.19 Discount rate 1% 1.22 (1.21) 15.36 (15.53)
Equity component 10% 0.11 (0.06) 0.54 (0.41)
(projections)
* There were no significant inter-relationships between unobservable inputs that materially affect fair values.
"Management uses its best judgment in estimating the fair value of its financial instruments. However, there are inherent limitations in any
56 (a)
The Group operates an incentive plan arrangement for certain employees of certain subsidiaries. The scheme provides a cash
payment to the employees based on a specific number of phantom shares at grant and share price of Piramal Enterprises Limited,
the ultimate parent company at the vesting date. The Cash payment is dependent on the performance of the underlying shares of
Piramal Enterprises Limited and continued employment on vesting date. The fair values of the award is calculated using the Black
Scholes model at the grant date. The fair value is updated at each reporting date as the awards are accounted as cash settled plan.
The inputs to the models are based on the Piramal Enterprises Limited historic data, the risk free rate and the weighted average
fair value of shares in the scheme at the reporting date. The amount expensed/ (reversed) in the current year relating to the plan is
` (0.61) Crores (Previous Year: ` 7.12 Crores). The Group considers these amount as not material and accordingly has not provided
Statutory Reports
further disclosures as required by IND AS 102 "Share Based Payments".
(b) A subsidiary has issued certain options under the Scheme titled "Health Superhiway Employees Stock Option Plan - 2011" (ESOP
Plan) to its employees. Each option comprises one underlying equity share of the subsidiary. The exercise price of each option shall
be ` 54.10. The options granted vests over a period of four years from the date of grant in proportions specified in the Scheme.
Options may be exercised within three years of vesting. Since the exercise price of the shares is much higher than the book value of
the share of the subsidiary, there is no impact on the earnings.
57 The Board of Directors on May 28, 2018 had approved a "Scheme of Amalgamation" ("Scheme") of Piramal Phytocare Limited,
an associate of the Company, with the Company and its respective shareholders. The Scheme has been approved by the equity
shareholders of the Company in their meeting convened as per the directions of the National Company Law Tribunal on April 02, 2019.
Financial Statements
58 (a)
On October 25, 2017, 464,330 Compulsorily Convertible Debentures (“CCD”) having face value of ` 107,600 per CCD were allotted
to the CCD holders for an aggregate amount of ` 4,996.19 Crores. Each CCD is convertible into 40 equity shares of ` 2 each. Out of
this, 225,000 equity shares were allotted by the Company pursuant to optional conversion of 5,625 CCDs by the CCD holders in the
previous year.
During the year ended March 31, 2019, 4,162,000 equity shares were allotted by the Company pursuant to optional conversion of
104,050 CCDs by the CCD holders.
ii. 13,638,080 Equity shares were allotted pursuant to compulsory conversion of outstanding 340,952 CCDs on maturity.
(b) On March 8, 2018, the Company had issued 8,310,275 Equity shares under Rights Issue at a price of ` 2,380 per share (including
premium of ` 2,378 per share). Out of the aforesaid issue, 11,298 and 7,485,574 equity shares were allotted by the Company during
the year ended March 31, 2019 and year ended March 31, 2018, respectively.
Subsequent to March 31, 2019, 17,585 Equity shares were allotted by the Company under Rights Issue at a price of ` 2,380 per share
(including premium of ` 2,378 per share) to the CCD holders out of the Right Equity shares reserved for them (as per regulation 53
of erstwhile Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009)
Earnings per share (Basic and Diluted) for three months and year ended March 31, 2018 has been retrospectively adjusted for effect
of Rights Issue stated above.
As on March 31, 2019, 788,764 Rights Equity shares have been reserved for the CCD Holders (as per regulation 53 of erstwhile
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009) and 24,639 Rights Equity
Shares have been kept in abeyance. Of the said 788,764 reserved equity shares, CCD holders did not exercise the right to subscribe
for 154,377 Rights Equity shares. These unsubscribed rights and also those arising in future, if any, shall be dealt with, in accordance
with the law, post conversion of all the outstanding CCDs into equity shares and hence are considered to be dilutive in nature.
Proceeds from the right issue have been utilised upto March 31, 2019 in the following manner :
(` in Crores)
Actual till Actual till
Particulars Planned
March 31, 2018 March 31, 2019
a) Investment in Piramal Capital and Housing Finance Limited (formerly known as Piramal Housing 750.00 750.00 750.00
Finance Limited) (wholly owned subsidiary)
b) Repayment or pre-payment, in full or part, of certain borrowings availed by the Company 1,000.00 878.91 1,000.00
c) General Corporate Purposes 216.22 - 27.98
Add: Issue related expenses 11.63 6.05 8.65
Total 1,977.85 1,634.96 1,786.63
Less : Right Shares held in Abeyance (5.86) - -
Less : Right Shares reserved in favour of Compulsorily Convertible Debenture Holders (187.73) - -
Less : Interest Income received from Fixed Deposits placed with Banks from Right Issue Proceeds - (1.39) (2.92)
Total 1,784.26 1,633.57 1,783.71
Unutilised proceeds kept as Fixed Deposit with Bank - 148.00 -
Unutilised proceeds kept in Escrow Account - - 0.55
(c) INR 4.18 Crs was received towards application of 17,585 Rights Shares (Reserved for Compulsory Convertible Debenture Holders)
which were pending for allotment as on March 31, 2019.
59 The financial statements have been approved for issue by Company's Board of Directors on April 26, 2019.
NOTICE is hereby given that the 72nd Annual General Meeting (Registration No. 00168), appointed by the Board of Directors
('AGM') of the Members of Piramal Enterprises Limited will be held of the Company (‘the Board’, which term shall include its duly
on Tuesday, July 30, 2019 at 3.00 p.m. at Y. B. Chavan Centre, General empowered Committee(s) constituted/to be constituted by it
Jagannathrao Bhosale Marg, Next to Sachivalaya Gymkhana, for this purpose) as the Cost Auditors to conduct the audit of
Mumbai - 400 021, to transact the following business: the cost records of the Company for the financial year ending
March 31, 2020, amounting to ₹7 Lakhs (Rupees Seven Lakhs
ORDINARY BUSINESS only) plus taxes as applicable and reimbursement of actual
1. To receive, consider and adopt the Audited Financial Statements travel and out-of-pocket expenses, be and is hereby ratified and
(Standalone and Consolidated) of the Company for the financial confirmed;
year ended on March 31, 2019 and the Reports of the Directors
and Auditors thereon. RESOLVED FURTHER THAT the Board be and is hereby
authorised to do all such acts, deeds, matters and things as
2. To declare final dividend on equity shares for the financial year may be necessary or expedient for or in connection with this
ended March 31, 2019. resolution and to settle any question or difficulty that may arise
in this regard in the best interest of the Company.”
3. To appoint a Director in place of Dr. (Mrs.) Swati A. Piramal
(DIN: 00067125), who retires by rotation and, being eligible, 6.
Issue of Non-Convertible Debentures on Private
offers herself for re-appointment. Placement Basis
SPECIAL BUSINESS To consider and, if thought fit, to pass the following resolution
4. A
ppointment of Mrs. Arundhati Bhattacharya as an as a Special Resolution:
Independent Director “RESOLVED THAT pursuant to the provisions of Sections 42, 71
To consider and, if thought fit, to pass the following resolution and all other applicable provisions, if any, of the Companies
as an Ordinary Resolution: Act, 2013 (‘the Act’), read with the Companies (Prospectus and
Allotment of Securities) Rules, 2014 (including any statutory
“RESOLVED THAT pursuant to the provisions of Sections 149, modification(s) or re-enactment(s) thereof for the time being in
150 and 152 read with Schedule IV and other applicable force) and subject to the provisions of the Articles of Association
provisions, if any, of the Companies Act, 2013 (‘the Act’) and the of the Company and subject to compliance with such other
Companies (Appointment and Qualification of Directors) Rules, provisions of law as may be applicable, approval of the
2014 (including any statutory modification(s) or re-enactment(s) Members be and is hereby accorded to the Board of Directors
thereof for the time being in force) and applicable provisions of of the Company (‘the Board’, which term shall include its duly
the Securities and Exchange Board of India (Listing Obligations empowered Committee(s) constituted/to be constituted by it
and Disclosure Requirements) Regulations, 2015 (‘the Listing for this purpose), to offer or invite subscriptions for secured/
Regulations’) including any amendments thereof, Mrs. Arundhati unsecured non-convertible debentures (‘Debentures’), in one
Bhattacharya (DIN: 02011213), who was appointed by the or more series/tranches, on private placement basis, on such
Board of Directors as an Additional Director of the Company terms and conditions as the Board may, from time to time,
with effect from October 25, 2018 under Section 161 of the Act determine and consider proper and most beneficial to the
and the Articles of Association of the Company and who holds Company, including as to when the Debentures be issued, the
office up to the date of this Annual General Meeting, and who consideration for the issue, utilisation of the issue proceeds and
is eligible for appointment as an Independent Director and in all matters connected therewith or incidental thereto PROVIDED
respect of whom the Company has received a Notice in writing THAT the total amount that may be so raised in the aggregate,
from a Member under Section 160 of the Act proposing her by such offer or invitation for subscriptions of the Debentures,
candidature for the office of Director, being so eligible, be and is and outstanding at any point of time, shall be within the overall
hereby appointed as an Independent Director of the Company borrowing limit as approved by the Members under Section
to hold office for a term of 5 (five) consecutive years with effect 180(1)(c) of the Act;
from October 25, 2018 to October 24, 2023.”
RESOLVED FURTHER THAT the Board be and is hereby
5. Ratification of remuneration of Cost Auditor authorised to do all such acts, deeds, matters and things as
may be necessary or expedient for or in connection with this
To consider and, if thought fit, to pass the following resolution resolution and to settle any question or difficulty that may arise
as an Ordinary Resolution: in this regard in the best interest of the Company.”
“RESOLVED THAT pursuant to the provisions of Section 148 and
all other applicable provisions, if any, of the Companies Act, NOTES:
2013 read with the Companies (Audit and Auditors) Rules, 2014 1.
A Member entitled to attend and vote at the AGM is entitled
(including any statutory modification(s) or re-enactment(s) to appoint a proxy to attend and vote instead of himself
thereof for the time being in force), the remuneration payable and the proxy need not be a Member of the Company.
to M/s. G.R. Kulkarni & Associates, Cost Accountants, Mumbai The instrument appointing the proxy should, however, be
deposited at the Registered Office of the Company not less
III. Members holding shares either in physical form or in 5. Password details are given below:
dematerialized form, as on the close of business on a) If you are already registered for e-Voting, then you can use
Tuesday, July 23, 2019, being the cut-off date, are entitled your existing password to login and cast your vote.
to vote on the Resolutions set forth in this Notice. The
voting rights of Members shall be in proportion to their b) If you are using NSDL e-Voting system for the first
shares in the paid-up equity share capital of the Company time, kindly retrieve the ‘initial password’ which was
as on the cut-off date. Any person who is not a Member as communicated to you. Upon retrieval of your ‘initial
on the cut-off date should treat this Notice for information password’, you need to enter the ‘initial password’ and the
purpose only. system will prompt you to change your password.
IV. Any person, who acquires shares of the Company and c) How to retrieve your ‘initial password’?
becomes a Member of the Company after dispatch of the
Notice and holding shares as of the cut-off date, may obtain (i) If your email ID is registered in your demat account
the login ID and password by sending a request at or with the Company, your ‘initial password’ is
[email protected] or [email protected]. communicated to you on your email ID. Kindly trace
However, if he/she is already registered with NSDL for the email sent to you from NSDL from your mailbox.
remote e-voting then he/she can use his/her existing User Open the email and open the attachment i.e. a .pdf
ID and password for casting the vote. file. Open the .pdf file. The password to open the .pdf
file is your 8 digit client ID for NSDL account, last 8
V. Mr. N.L. Bhatia, Practising Company Secretary (Membership digits of client ID for CDSL account or folio number for
No. FCS 1176) has been appointed as the Scrutinizer to shares held in physical form. The .pdf file contains your
scrutinize the remote e-voting and the voting process at the ‘User ID’ and your ‘initial password’.
AGM in a fair and transparent manner.
(ii) In case a Member receives physical copy of the
VI. The instructions for remote e-voting are as under: Notice of AGM [for members whose email IDs are not
registered with the Company/Depository Participant(s)
Step 1: Logging - in to NSDL e-Voting system: or requesting physical copy]:
1. Open web browser by typing the following URL: Initial password is provided in the below mentioned format at
https://www.evoting.nsdl.com/. the bottom of the Attendance Slip for the AGM:
2. Once the home page of e-Voting system is launched,
EVEN USER ID PASSWORD/PIN
click on the icon ‘Login’ which is available under
‘Shareholders’ Section.
3. A new screen will open. Kindly enter your User ID, your 6. If you are unable to retrieve or have not received the ‘initial
Password and the Verification Code as shown on the password’ or have forgotten your password:
screen. a) Click on ‘Forgot User Details/Password?’ (If you are holding
shares in your demat account with NSDL or CDSL) option
available on www.evoting.nsdl.com.
Annual Report 2018-19 393
NOTICE
b) Click on ‘Physical User Reset Password?’ (If you are holding five unsuccessful attempts to key in the correct password. In
shares in physical mode) option available on such an event, you will need to go through the ‘Forgot User
www.evoting.nsdl.com. Details/Password?’ or ‘Physical User Reset Password?’ option
available on www.evoting.nsdl.com to reset the password.
c) If you are still unable to retrieve the password by aforesaid
two options, kindly send a request at [email protected] 3. In case of any queries, you may refer to Frequently Asked
mentioning your demat account number/folio number, your Questions (FAQs) for Shareholders and e-voting user
PAN no., your name and your registered address. manual for Shareholders available at the download section of
www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or
d) Members can also use the OTP (One Time Password) based send a request at [email protected]. Alternatively, you may
login for casting the votes on the e-Voting system of NSDL. contact Mrs. Pallavi Mhatre, Manager on 91 22 2499 4600 or
7. After entering your password, kindly tick on Agree to ‘Terms and may write to her at TradeWorld, ‘A’ Wing, 4th Floor,
Conditions’ by selecting the check box. Kamala Mills Compound, Senapati Bapat Marg, Lower Parel,
Mumbai - 400 013, Maharashtra, India.
8. Thereafter, kindly click on ‘Login’ button upon which the
E-Voting home page will open. 19. The facility for voting, either through electronic voting system
or ballot paper, shall also be made available at the venue of
Step 2: Casting your vote electronically: the AGM and the Members attending the AGM, who have not
already cast their vote by remote e-voting, may exercise their
1. On the Home page of e-Voting, click on e-Voting. Then, click on voting rights at the AGM. Members who have already cast their
Active Voting Cycles. vote by remote e-voting prior to the AGM may attend the AGM
2. After clicking on Active Voting Cycles, you will be able to see and their presence shall be counted for the purpose of quorum,
all the companies ‘EVEN’ in which you are holding shares and but shall not be entitled to cast their vote again at the AGM. A
whose voting cycle is in active status. Member can vote either by remote e-voting or at the AGM. In
case a Member votes by both the modes then the votes cast
3. Select ‘EVEN’ of the Company. through remote e-voting shall prevail and the votes cast at the
AGM shall be considered invalid.
4. Now you are ready for e-Voting as the Voting page opens.
20. The Scrutinizer shall within 48 hours of the conclusion of
5. Cast your vote by selecting appropriate options i.e. assent or the AGM, submit a consolidated Scrutinizer’s report of the
dissent, verify/modify the number of shares for which you wish votes cast in favour or against, to the Chairman of the AGM
to cast your vote and click on ‘Submit’ and also ‘Confirm’ when (‘Chairman’) or to any Director or any person authorized by the
prompted. Chairman for this purpose, who shall countersign the same.
6. Upon confirmation, the message ‘Vote cast successfully’ will be 21. The results declared along with the Scrutinizer’s Report shall be
displayed. placed on the Company’s website www.piramal.com and on the
7. You may also print the details of the votes cast by you by clicking website of NSDL https://www.evoting.nsdl.com immediately.
on the print option on the confirmation page. The Company shall simultaneously forward the results to BSE
Limited and National Stock Exchange of India Limited, where
8. Once you confirm your vote on the Resolution, you will not be the shares of the Company are listed.The Results shall also be
allowed to modify your vote. displayed on the Notice Board at the Registered Office of the
Company.
General Guidelines for shareholder
1. Institutional shareholders (i.e. other than individuals, HUF, NRI
etc.) are required to send scanned copy (PDF/JPG Format) of the Registered Office: By Order of the Board
relevant Board Resolution/Authority letter etc. with attested Piramal Ananta,
specimen signature of the duly authorized signatory(ies) who Agastya Corporate Park, Leonard D’Souza
are authorized to vote, to the Scrutinizer by e-mail to Opposite Fire Brigade, Company Secretary
[email protected] with a copy marked to [email protected]. Kamani Junction, Kurla (West), ACS No.: A7922
2. It is strongly recommended not to share your password with Mumbai – 400 070.
any other person and take utmost care to keep your password Dated: April 26, 2019
confidential. Login to the e-voting website will be disabled upon
Mrs. Bhattacharya is not related to any Director or Key Managerial As per Circular no. SEBI/HO/DDHS/CIR/P/2018/144 dated
Personnel (‘KMP’) of the Company in any way and in the opinion November 26, 2018 issued by the Securities and Exchange Board of
of the Board of Directors, Mrs. Bhattacharya is independent of India, a Large Corporate is mandatorily required to raise at least 25%
management. of its incremental borrowing during the financial year subsequent
to the financial year in which it is identified as a Large Corporate,
The Articles of Association of the Company and a copy of the draft letter by way of issuance of debt securities as defined under SEBI (Issue
of appointment of Mrs. Bhattacharya are available for inspection at the and Listing of Debt Securities) Regulations, 2008. At the end of the
Registered Office of the Company on all working days (except Saturdays, financial year 2018-19, the Company has been identified as a Large
Sundays and public holidays), between 11.00 a.m. to 1.00 p.m., upto the Corporate and accordingly the Company is required to raise at least
date of the AGM and also at the venue during the AGM. 25% of its incremental borrowing, in the financial year 2019-20 and
Details of Mrs. Bhattacharya as required to be provided pursuant to onwards, through issuance of debt securities.
Regulation 36(3) of the Listing Regulations and SS – 2 (Secretarial Standards For the purpose of availing financial assistance (including borrowings)
on General Meetings) are provided as an Annexure to this Notice. for its business or operations, the Company may offer or invite
Except Mrs. Bhattacharya, and her relatives to the extent of their subscription to secured /unsecured NCDs on private placement
shareholding interest, if any, in the Company, none of the other basis (within the meaning of Section 42 of the Act) in one or more
Directors, KMP of the Company and their relatives are, in any way, series/tranches. Hence, the Board of Directors (‘Board’) seeks your
concerned or interested, financially or otherwise, in this resolution. approval to offer or invite subscription to NCDs, within the overall
borrowing limits as approved by the Members under Section 180(1)
The Board is of the view that Mrs. Bhattacharya's knowledge and (c) of the Act, as may be required by the Company, from time to time,
experience will be of immense benefit and value to the Company for a year.
The Board recommends the Special Resolution set out at Item No. 6 of the Notice for approval of the Members.
Other details such as number of meetings of the Board attended during the year, remuneration drawn and relationship with other Directors
and Key Managerial Personnel in respect of above Directors are provided in the Report on Corporate Governance, which is a part of this
Annual Report.
396 Piramal Enterprises Limited
ROUTE MAP TO THE VENUE OF THE 72ND ANNUAL GENERAL MEETING ON
TUESDAY, JULY 30, 2019 AT 3.00 P.M.
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
................................................................................................................................................................................................................................................
Address: ................................................................................................................
............................................................................................................................. Signature: or failing him/her
Address: ................................................................................................................
............................................................................................................................. Signature: or failing him/her
Address: ................................................................................................................
............................................................................................................................. Signature:
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 72nd Annual General Meeting of the Company to be held at Y. B. Chavan
Centre, General Jagannathrao Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai-400 021 at 3.00 p.m. on Tuesday, July 30, 2019 and at any adjournment
thereof in respect of such resolutions as are indicated below:
* I/We wish my above proxy (ies) to vote in the manner as indicated in the box below:
Resolution Resolutions For* Against* Abstain*
No.
1. Adoption of Audited Financial Statements (Standalone & Consolidated) and the Reports of the Directors and
Auditors thereon for the financial year ended March 31, 2019
3. Re-appointment of Dr. (Mrs.) Swati A. Piramal, Director who retires by rotation and being eligible, seeks
re-appointment
Signature of Shareholder
Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder
* This is only optional. Please put a ‘√’ in the appropriate column against the resolutions indicated in the Box. Alternatively, you may mention the number of shares in the appropriate
column in respect of which you would like your proxy to vote. If you leave all the columns blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/
she thinks appropriate.
Notes:
1. 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.
2. A proxy need not be a member of the Company.
3. In case the appointer is a body corporate, the proxy form should be signed under its seal or be signed by an officer or an attorney duly authorized by it and an authenticated copy of
such authorisation should be attached to the proxy form.
4. A person can act as proxy on behalf of such number of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company.
Further, a Member holding more than ten percent, of the total share capital of the Company, may appoint a single person as proxy and such person shall not act as proxy for any other
person or Member.
5. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.
6. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.
7. Please affix Revenue Stamp before putting Signature.
8. All alterations made in the proxy form should be fully signed.
9. In case of multiple proxies, the proxy later in time shall be accepted. Annual Report 2018-19 399
400 Piramal Enterprises Limited
CORPORATE INFORMATION
FORWARD-LOOKING STATEMENT
In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take investment decisions.
This report and other statements - written and oral - that we periodically make, contain forward looking statements that set out anticipated results
based on the management’s plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as ‘anticipate’,
‘estimate’, ‘expect’, ‘project’, ‘intend’, ‘plan’, ‘believe’, and words of similar nature in connection with any discussion of future performance. We cannot
guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our assumptions. The achievements
of results are subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should
underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should keep
this in mind. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or
otherwise.