1. Company Overview
Alfa Laval (India) Limited ("the Company") is a public company. It
is incorporated under the Indian Companies Act, VII of 1913. The
Company is primarily engaged in the manufacture and sale of industrial
equipment and process solutions. The Company sells high speed
separators, heat exchangers and flow equipment amongst other products,
besides offering process solutions to various industries.
2. a) Capital and other commitments
Estimated amount of contracts remaining to be executed on capital
account and not provided for is Rs. 20,943,682 (previous year Rs.
152,820,798), net of advances Rs. Nil (previous year Rs. 55,044,250).
Other commitments
For commitments relating to lease arrangements refer note 28.
b) Contingent liabilities not provided for:
Particulars December December
31,2014 31,2013
(i) Claims against the Company
not acknowledged as debts * 492,766,039 223,097,954
(ii) Advance Licence - Liability
if export obligations are not
fulfilled in future years.** 19,253,000 18,512,500
* The claims against the Company comprises of:
a. Income tax matters amounting to Rs. 124,528,151 (previous year Rs.
22,074,140)
b. Rs. 2,360,000 (excluding interest thereon, if any) (previous year
Rs. 2,360,000) in respect of claims raised against the Company by the
customers which are presently pending with various courts.
c. Cases for labour matters amounting to Rs. 4,566,408 (excluding
interest thereon, if any) (previous year Rs. 4,566,408) in respect of
claims raised against the Company which are pending before the
honourable High Courts.
d. Indirect tax matters amounting to Rs. 361,311,480 (previous year
Rs. 194,097,406) (excluding interest and penalty)
e. "Certain temporary workers hired through labour contractors at
Dapodi, Pune plant were on strike since October 2013. These temporary
workers were demanding absorption into permanent employment in the
Company. Upon a complaint filed by an external Union representing these
temporary workers, the matter was referred to the Industrial Tribunal
(IT) by the Deputy Labour Commissioner. Alongside this reference, the
external labour union had filed an application requesting IT for an
interim relief in the form of granting a status quo order in the matter
pending the final disposal of the reference. However the Company
received on March 01, 2014, a favourable order dated February 13, 2014
from IT, rejecting the application for interim relief filed by the
external union.
Further the external union had also filed a writ petition in Bombay
High Court in April 2014 against the order dated February 13, 2014
passed by IT. The said writ petition was rejected by the Bombay High
Court vide order dated July 14, 2014.
Given the fact that the financial impact of the strike, if any, cannot
be quantified as at reporting date but considering the opinion of the
solicitors, the Management is confident that no material financial
liability will arise as a result of the strike.
As regards matters stated in (a) - (e) above, based on legal/ expert
opinion obtained by the Company and its discussion with solicitors, the
Management believes that there is a fair chance of the decision being
ruled in favour of the Company. Accordingly no provision has been
considered necessary.
** Differential amount of customs duty payable by the Company in case
of non-fulfillment of obligation of submission of requisite documents
against the import of goods made at concessional rate of duty. The
Management is confident of fulfilling the said obligations in the
future.
3. Unbilled revenue amounting to Rs. 3,673,557 (previous year Rs.
27,362,910) has been reflected under the head "Other current
assets" and billing in excess of contract revenue amounting to Rs.
758,835,154 (previous year Rs. 479,009,497) has been reflected as
"Billing in excess of revenue for contract" under the head "Other
current liabilities".
4. Provisions
(a) Octroi duty and local body tax represents additional probable
claims for earlier years based on inspection carried out by the octroi
department.
(b) Export obligation represents estimated liability due to non -
fulfilment of export obligations on import of material against advance
licences.
(c) Sales Tax represents demand on the Company based on assessment
under progress.
(d) Excise matters represents demand on the Company from Excise
authorities.
(e) The nature of employee related costs have not been disclosed due to
confidentiality of the costs involved.
(f) Warranty provision is recognised for expected warranty claims on
products sold based on past experience. Assumptions used to calculate
the provision for warranties were based on current sales level and
current information available.
(g) The timing and amount of the cash flow for items (a) - (f) above,
which will arise from these matters,
will be determined by the relevant authorities on settlement of the
cases or on receipt of claims from
customers.
5. Information in respect of related parties
A. Related parties where control exists
Alfa Laval Corporate AB, Sweden (Holding Company)
Alfa Laval AB, Sweden (Ultimate Holding Company)
General description of leasing arrangements:
(i) The Company has taken premises, computers and vehicles on non-
cancellable operating leases and premises for employees on cancellable
operating lease.
(ii) Lease rentals are charged to the Statement of profit and loss for
the year.
(iii) There are no sub-leases.
(iv) The arrangement for leased premises range between 1 to 6 years.
These are usually renewable by mutual consent on mutually agreeable
terms. Escalation clauses for scheduled rent increases have been
imposed by the lease agreements. As the lessee's benefits do not
change over the period of the lease, the total rentals are recognised
on a straight line basis over the period of the lease.
(v) The arrangement for computers and vehicles range from 3-5 years.
These are usually renewable by mutual consent on mutually agreeable
terms.
(vi) At the expiry of the lease term, the Company has an option to
return the asset or extend the term by giving notice in writing.
(vii) Future lease rental payments are determined on the basis of the
lease payments as per the agreement. The leasing arrangement restrict
the company to sub-lease the assets.
6. Defined benefit plans [AS 15 Revised]
Gratuity
The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
The scheme is funded with insurance companies in the form of qualifying
insurance policies.
Provident fund
The Company manages provident fund through provident fund trust for its
employees which is permitted under the Employees' Provident Fund and
(Miscellaneous Provision) Act, 1952. The plan envisages contribution by
employer and employees and guarantees interest at the rate notified by
the provident fund authority. The contribution by employer and employee
together with interest is payable at the time of separation from
service or retirement, whichever is earlier. The benefit under this
plan vests immediately on rendering of service.
The following tables summarise the components of net benefits expense
recognised in the Statement of profit and loss and the funded status
and amounts recognised in the Balance sheet for the plan.
7. Segment reporting
a) Identification of segments
The Company's operating businesses are organised and managed
separately according to the nature of products and services provided,
with each segment representing a strategic business unit that offers
different products and serves different markets. The analysis of
geographical segments is based on the areas in which major operating
divisions of the Company operate.
b) Business segments
The Company has considered "Business Segments" as the "Primary
Segment" for disclosure.
Equipment Segment reflects sales of equipment which are primarily of
standard Alfa Laval design and are generally intended for stand alone
use in a wide spectrum of industries. The Equipment division consists
of five customer segments: Industrial Equipment, Marine and Diesel, OEM
(Original Equipment Manufacturers), Sanitary Equipment and the
aftermarket segment Service. This also includes exports of such
equipment to Alfa Laval Group Companies.
Process Technology Segment reflects, primarily, "Projects" business
of the Company. The Process Technology division consists of four
customer segments: Energy and Environment, Food Technology, Process
Industry and the aftermarket segment Service. This business mainly
comprises of process line solutions which use standard Alfa Laval
products, bought-out equipment and erection and commissioning
activities. Sale of stand alone equipment which are meant for use as a
part of system and / or process line is also included in this segment.
c) Geographical segments
Geographical segment is the "Secondary Segment" and location of its
market i.e. "India", "Europe", "Asia (excluding India)" and
"Rest of the world" have been used. Since sales out of India other
than Europe are made to many countries without any significant
difference in the value of supplies made to individual countries, these
have been aggregated under "Rest of the world".
Disclosures relating to Segment Assets and capital expenditure are
based on the location of assets.
d) Segment revenue
Segment revenue comprises of sales, sale of spare parts and services
that are directly identifiable with the segment.
Inter segment Transfer Pricing Policy: All inter segment transfers are
recorded on cost.
e) Segment expenses
i. Expenses directly identifiable with the segment are charged to the
respective segment.
ii. Common expenses like Depreciation, Information Technology,
Import/Export, Industrial Relation Department etc. pertaining to the
factories are apportioned between the Divisions on the basis of cost of
goods sold.
iii. Expenses incurred on the Field Sales Office are charged to the
Divisions on the basis of yearly order booking.
f) Unallocated corporate expenses
Unallocated corporate expenses include expenses of common Departments
like Managing Director, Finance department, Legal and Secretarial
department, as well as expenses which are incurred at a corporate level
and which are not amenable to an apportionment between the business
segments by their very nature.
g) Unallocated corporate income
Unallocated corporate income includes income which is earned at a
corporate level and which are not amenable to an apportionment between
the business segment by their very nature.
h) The Company prepares its segment information in conformity with the
accounting policies adopted for preparing and presenting the financial
statements of the Company as a whole.
40 The Company has entered into an intercompany loan agreement
("agreement") with Tranter India Private Limited
("Participant") on 9 December 2009. The agreement is in the nature
of Cash Pool Arrangement, wherein funds are paid into the
Participant's current account at day end and the amount is repaid by
the Participant on the start of the following day. Accordingly, as on
31 December 2014, the Company has advanced loan amounting to Rs.
503,662,271.
Considering that the Participant is a fellow subsidiary, the Company
has evaluated whether the agreement is in compliance with section 185
of the Companies Act, 2013. Emphasis is placed on explanation (e) to
section 185, which states that no company shall directly or indirectly
advance any loan to any body corporate, the Board of directors,
managing director or manager, whereof is accustomed to act in
accordance with the directions or instructions of the Board, or of any
director or directors, of the lending company.
The Company has considered the following factors in evaluating whether
the Participant's Board or its Managing Director is accustomed to act
in accordance with the directions and instruction of the Company's
Board:-
* There is no substantial interest of the Company in the
financial and/or operating policies of the Participant.
* The Board of Participant takes independent decisions
* The loan agreement has been approved by the Board of both the
companies on an arm's length basis
* Both the companies have a separate business vertical and at a group
level the two companies are in competing business and their brands are
different.
Based on above factors and legal opinion obtained from a renowned law
firm, the Company has concluded that the agreement is not within the
purview of section 185 of the Companies Act, 2013.
41 The previous year's financial statements were audited by a firm
other than B S R & Associates LLP.
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