Professional Documents
Culture Documents
Strategic Overview
for the Year ended March 31, 2018
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
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.
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.
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.
For the purpose of expected credit loss analysis the Group defines default as any asset with more than 90 days overdues. This is also as per the
Statutory Reports
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 the internal LGD.
Financial Statements
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.
(` in Crores)
As at March 31, 2017
Strategic Overview
for the Year ended March 31, 2018
(` in Crores)
For the year ended March 31, 2017
Loss allowance measured at life-time
expected losses
Loss allowance
Investments and Loans measured at 12 month Financial assets for
expected losses which credit risk has Financial assets
increased significantly which are credit-
and not credit- impaired
Statutory Reports
TOTAL 11.07 6.36
c) The amounts of Financial Assets outstanding in the Balance Sheet along with the undrawn loan commitments and letter of comforts issued (refer
note 49 (a)) as at the end of the reporting period represent the maximum exposure to credit risk.
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
Financial Statements
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 is assessed at 0.23 : 1.
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 As at
March 31, 2018 March 31, 2017
Value of Security 35.67 105.36
Collateral taken over by the Group against recovery on credit impaired asset:
The Group has taken possession of a residential property which was mortgaged as collateral to recover dues on a credit impaired asset. The
carrying value of the collateral is ` 15.91 Crores and accounted for as asset held for sale.
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/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 grants represent expected contributions to be paid in FY 2018-19.
Provision for incentive represent stock-based compensation for certain employees in a subsidiary.
52. T he 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
2. Financial Services
3. Healthcare Insights & Analytics
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. The Group has recently launched a retail housing
finance vertical.
Strategic Overview
for the Year ended March 31, 2018
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 manufacturing
Financial services Healthcare Insights & Analytics Total
Included in the above Segment results, are the Exceptional Items as mentioned below:
(` in Crores)
Pharmaceuticals manufacturing
Total
Particulars and services
March 2018 March 2017 March 2018 March 2017
Severance Pay - (9.95) - (9.95)
TOTAL - (9.95) - (9.95)
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.
Statutory Reports
Other Information
(` in Crores)
Pharmaceuticals manufacturing
Financial services Healthcare Insights & Analytics Total
Particulars and services
March 2018 March 2017 March 2018 March 2017 March 2018 March 2017 March 2018 March 2017
Segment Assets 8,378.75 7,086.32 52,659.63 33,003.70 5,475.97 5,846.02 66,514.35 45,936.04
Unallocable Corporate Assets 6,169.04 2,303.32
Total Assets 72,683.39 48,239.36
Segment Liabilities 1,330.13 1,565.22 35,787.37 22,478.04 475.92 1,086.20 37,593.42 25,129.46
Unallocable Corporate Liabilities 8,644.58 8,227.33
Financial Statements
Geographical Segments
(` in Crores)
Within India Outside India Eliminations Total
Particulars
March 2018 March 2017 March 2018 March 2017 March 2018 March 2017 March 2018 March 2017
Revenue from operations 5,776.57 4,234.18 5,176.40 4,585.12 (313.62) (272.55) 10,639.35 8,546.75
Carrying amount of Non-current Assets* 2,439.93 2,138.08 9,334.45 9,113.11 35.79 0.27 11,810.17 11,251.46
* 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
(` in Crores)
As at As at
March 31, 2018 March 31, 2017
Deferred tax assets (net) 4,244.40 625.21
Deferred tax liabilities (net) (29.18) (30.75)
4,215.22 594.46
Strategic Overview
for the Year ended March 31, 2018
Deferred tax assets and liabilities are recognised for the future tax consequences of temporary differences between the carrying values of assets and
liabilities and their respective tax bases, and unutilised 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 utilised.
Movement of deferred tax during the year ended March 31, 2018
Statutory Reports
investments transferred to OCI
Brought forward losses 76.35 11.67 3.72 - 91.74
Unused tax credit (MAT credit entitlement) 383.11 8.36 - - 391.47
TOTAL 594.46 3,727.10 3.72 (110.06) 4,215.22
Financial Statements
Movement of deferred tax during the year ended March 31, 2017
(` in Crores)
Recognised
Recognised in
Opening Utilised during in other
Particulars statement of Closing balance
balance the year comprehensive
profit and loss
income
Deferred tax (liabilities)/assets in relation to:
Measurement of financial assets at amortised cost / fair value 53.07 29.39 - - 82.46
Provision for expected credit loss on financial assets (including commitments) 129.96 47.95 - - 177.91
Other Provisions 4.77 2.64 - - 7.41
Amortisation of expenses which are allowed in current year 3.67 (1.11) - - 2.56
Disallowances for items allowed on payment basis 38.39 1.81 - 1.41 41.61
Effect of recognition of lease rent expense on straight-line basis 2.74 (0.24) - - 2.50
Unrealised profit margin on inventory - 40.32 - - 40.32
Property, Plant and Equipment and Intangible assets (139.46) (26.99) - - (166.45)
Measurement of financial liabilities at amortised cost (4.29) (14.36) - - (18.65)
Fair value measurement of derivative contracts (3.07) 0.66 - - (2.41)
Fair Valuation of Investment (8.21) (7.22) - - (15.43)
Unamortised Distribution Expenses (9.54) 2.84 - - (6.70)
Share of undistributed earnings of associates (10.75) (0.85) - - (11.60)
Other temporary differences (5.90) 10.90 - (1.90) 3.10
Cash flow hedges - - - (1.63) (1.63)
Deferred tax on exchange differences on long-term loans designated as net - (51.57) - 51.57 -
investments transferred to OCI
Brought forward losses - 76.35 - - 76.35
Unused tax credit (MAT credit entitlement) 236.29 146.82 - - 383.11
TOTAL 287.67 257.34 - 49.45 594.46
Strategic Overview
for the Year ended March 31, 2018
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, 2018 March 31, 2017
Consolidated Profit before tax 1,963.77 1,310.26
Income tax expense calculated at 34.608% (2016-17: 34.608%) 679.62 453.45
Effect of expenses that are not deductible in determining taxable profit 46.30 77.50
The tax rate used for the reconciliations above is the corporate tax rate of 34.608% for the year 2017-18 and 2016-17 payable by corporate entities in
India on taxable profits under tax law in Indian jurisdiction.
As at March 31, 2018, the Group has recognised Deferred Tax Asset of ` 3,569.18 Crores (Previous year NIL) in respect of tax deductible Goodwill arising
on merger of its subsidiaries (Refer Note 39(a)).
Statutory Reports
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.
Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income taxes are
deductible, the Group believes that it is probable that the Group will realize the benefits of this deferred tax asset. The amount of deferred tax asset
considered realisable, however, could be reduced in the near term if the estimates of future taxable income during the carry-forward period are reduced.
In addition to this, during the year, the Group has recognised Deferred Tax Asset of ` 42.31 Crores (Previous Year: ` 76.35 Crores) on unused tax losses,
Financial Statements
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 ` 468.69 Crores and `677.08 Crores (excluding the amount already recognised to the extent of Deferred Tax Liabilties
amounting ` 27.91 Crores and ` 57.49 Crores) as at March 31, 2018 and March 31, 2017, respectively in respect of unused tax losses 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 ` 178.70 Crores
and ` 198.41 Crores as at March 31, 2018 and March 31, 2017 are attributable to carry forward tax losses which are not subject to expiration dates. The
remaining unrecognized deferred tax of ` 289.99 Crores and ` 478.67 Crores as at March 31, 2018 and March 31, 2017 respectively are attributable to
carry forward tax losses which expires in various years through fiscal 2038.
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 ` 383.11 Crores has been recognized in
the statement of financial position as of March 31, 2018 and 2017 respectively, which can be carried forward for a period of 15 years from the year of
recognition.
Strategic Overview
for the Year ended March 31, 2018
Net Assets (total assets minus Share in Other Comprehensive Share in Total Comprehensive
Share in Profit or (loss) for the
total liabilities) Income for the year ended Income for the year ended
year ended March 31, 2018
as at March 31, 2018 March 31, 2018 March 31, 2018
As a % of As a % of
Name of the entity
As a % of As a % of Consolidated Consolidated
Amount Amount Amount Amount
Consolidated Consolidated Other Total
(` in Crores) (` in Crores) (` in Crores) (` in Crores)
net assets profit or (loss) Comprehensive Comprehensive
Income Income
Piramal Critical Care, Inc. 0.98% 258.91 3.33% 170.41 0.34% 2.32 2.97% 172.73
Statutory Reports
Foreign
Bluebird Aero Systems Limited 0.15% 38.99 -0.03% (1.50) 0.00% - -0.03% (1.50)
Context Matters, Inc. (Up to August 15, 2017) 0.00% - 0.00% - 0.00% - 0.00% -
(Refer note 40 (A) (ii))
Joint Venture (Investment as per the equity
method)
Indian
Convergence Chemicals Private Limited 0.11% 28.60 -0.12% (6.16) 0.00% 0.02 -0.11% (6.14)
Shrilekha Business Consultancy Private Limited 10.53% 2,784.05 4.74% 242.50 0.00% - 4.18% 242.50
(Refer note 4(a))
India Resurgence ARC Private Limited (formerly 0.00% 1.03 0.00% 0.03 0.00% - 0.00% 0.03
known as Piramal Assets Reconstruction Private
Financial Statements
Strategic Overview
for the Year ended March 31, 2018
Net Assets (total assets minus Share in Other Comprehensive Share in Total Comprehensive
Share in Profit or (loss) for the
total liabilities) Income for the year ended Income for the year ended March
year ended March 31, 2017
as at March 31, 2017 March 31, 2017 31, 2017
As a % of As a % of
Name of the entity
As a % of As a % of Consolidated Consolidated
Amount Amount Amount Amount
Consolidated Consolidated Other Total
(` in Crores) (` in Crores) (` in Crores) (` in Crores)
net assets profit or (loss) Comprehensive Comprehensive
Income Income
Non-controlling Interests in all subsidiaries -0.09% (13.21) -0.02% (0.29) 0.00% - -0.01% (0.29)
Statutory Reports
FVTPL FVTOCI Amortised Cost FVTPL FVTOCI Amortised Cost
Financial Assets
Investments 2,376.17 4,656.03 18,682.32 1,397.54 3,988.92 17,041.61
Loans 223.82 - 22,432.44 - - 7,335.73
Cash & Bank Balances - - 2,467.01 - - 1,540.90
Trade Receivables - - 1,355.45 - - 1,107.74
Other Financial Assets 5.32 - 209.74 14.69 - 220.83
2,605.31 4,656.03 45,146.96 1,412.23 3,988.92 27,246.81
Financial liabilities
Borrowings (including Current Maturities - - 44,160.80 - - 30,450.98
Financial Statements
of Long-Term Debt)
Trade Payables - - 874.29 - - 764.29
Other Financial Liabilities 141.94 - 318.36 172.52 - 1,214.76
141.94 - 45,353.45 172.52 - 32,430.03
` in Crores
March 31, 2018
Financial Assets Carrying
Notes Level 1 Level 2 Level 3 Total
Value
Measured at FVTPL – Recurring Fair Value Measurements
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
Other Financial Assets
Derivative Financial Assets iii. 5.32 5.32 5.32
Measured at FVTOCI
Investments in Equity Instruments ii. 4,656.03 4,656.03 4,656.03
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
Financial Liabilities
Measured at FVTPL - Recurring Fair Value Measurements
Contingent Consideration vii. 125.70 125.70 125.70
Derivative Financial Liabilities iii. 16.24 16.24 16.24
Measured at Amortised Cost for which fair values are disclosed
Borrowings (including Current Maturities of Long-Term Debt) (Gross) v. 44,160.80 44,168.00 44,168.00
Strategic Overview
for the Year ended March 31, 2018
` in Crores
March 31, 2017
Financial Assets
Notes Carrying Value Level 1 Level 2 Level 3 Total
Measured at FVTPL – Recurring Fair Value Measurements
Investments
Investments in Preference Shares 1.70 1.70 1.70
Investments in debentures or bonds
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.
Statutory Reports
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.
Financial Statements
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.
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 unlisted
equity securities, contingent consideration, Debentures, Term Loans, investment in Alternate Investment Funds and ICDs included in level 3.
i. 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.
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)
Alternative
Investment Equity Preference Contingent
Term loans Debentures Total
Fund/Venture Instruments Shares Consideration
Capital Fund
As at April 1, 2016 - 758.43 213.63 29.43 0.66 35.98 1,038.13
Acquisitions - 304.55 17.73 - 1.04 103.76 427.08
Losses recognised in profit or loss - - - - - 2.05 2.05
Gains / (Losses) recognised in profit or loss - 160.48 20.88 27.29 - - 208.65
Realisations - (235.60) (35.82) (56.72) - - (328.14)
As at March 31, 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
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
Strategic Overview
for the Year ended March 31, 2018
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. Discount rate is
determined using Capital Asset Pricing Model.
Statutory Reports
* 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 realised 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.
56 (A) T he 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
Financial Statements
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 in the
current year relating to the plan is ` 7.12 Crores (Previous Year: ` 2.43 Crores). The Group considers these amount as not material and accordingly
has not provided further disclosures as required by IND AS 102 'Share Based Payments'.
56 (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 T he financial statements for the year ended March 31, 2018 include the results and financial position of an associate to whom Ind AS does not apply
currently and hence, the results are accounted based on currently applicable Indian GAAP.
58 S ubsequent to March 31, 2018, Board of Directors have approved a 'Scheme of Amalgamation' ( 'Scheme') of Piramal Phytocare Limited, an associate
of the Company with the Company and its respective shareholders. The Scheme is subject to approval of shareholders and other regulatory authorities
as applicable.
59 (A) O
n 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. During the year, 225,000 Equity
shares were allotted by the Company upon exercise of options by the CCD holders.
Subsequent to March 31, 2018, 318,840 equity shares were allotted by the Company upon exercise of options by the CCD holders.
59 (B) D
uring the year, the Company 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, 7,485,574 equity shares were allotted by the Company on March 8, 2018 and 797,748 Rights Equity shares have
been Reserved for the CCD Holders (as per regulation 53 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009) and 26,953 Rights Equity Shares have been kept in abeyance.
Proceeds from the right issue have been utilised upto March 31, 2018 in the following manner:
(` in Crores)
Particulars Planned Actual
a) Investment in Piramal Finance Limited (wholly-owned subsidiary) 750.00 750.00
b) Repayment or pre-payment, in full or part, of certain borrowings availed by the Company 1,000.00 878.91
c) General Corporate Purposes 216.22 -
Add: Issue related expenses * 11.63 6.05
TOTAL 1,977.85 1,634.96
Less: Right Shares held in Abeyance (6.41) -
Less: Right Shares reserved in favour of Compulsorily Convertible Debenture Holders (189.87) -
Less: Interest Income received from Fixed Deposits placed with Banks from Right Issue Proceeds - (1.39)
TOTAL 1,781.57 1,633.57
Unutilised proceeds kept as Fixed Deposit with Bank - 148.00
* The above utilisation does not include expenses of ` 1.49 Crores incurred other than through monitoring accounts opened for the purpose of Right Issue.
60. The financial statements have been approved for issue by Company's Board of Directors on May 28, 2018.
NOTICE is hereby given that the 71st Annual General Meeting of the India (Listing Obligations and Disclosure Requirements) Regulations,
Members of Piramal Enterprises Limited will be held on Monday, July 30, 2015 (including any amendment thereof), Mr. Narayanan Vaghul
2018 at 3.00 p.m. at Rangaswar Auditorium, 4th Floor, Yashwantrao Chavan (DIN: 00002014), an Independent Director of the Company, whose
Pratishthan, General Jagannathrao Bhosale Marg, Next to Sachivalaya term of office as an Independent Director expires on March 31,
Gymkhana, Mumbai - 400 021, to transact the following business: 2019 and who is eligible for re-appointment and in respect of whom
the Company has received a notice in writing under Section 160 of
ORDINARY BUSINESS the Act, from a member proposing his candidature for the office of
1. To receive, consider and adopt the Audited Financial Statements Director, be and is hereby re-appointed as Independent Director of
(Standalone & Consolidated) for the financial year ended on March 31, the Company, not liable to retire by rotation and to hold office for
2018 and the Reports of the Directors and Auditors thereon. five consecutive years for a term commencing from April 1, 2019 up
to March 31, 2024.”
2. To declare dividend.
6. Re-appointment of Dr. R.A. Mashelkar as Independent Director
3. To appoint a Director in place of Ms. Nandini Piramal (DIN: To consider and, if thought fit, to pass, the following resolution as a
00286092), who retires by rotation in terms of Section 152(6) of the Special Resolution:
Companies Act, 2013 and being eligible, offers herself for
re-appointment. “RESOLVED THAT pursuant to the provisions of Sections 149, 152
read with Schedule IV and other applicable provisions, if any, of
SPECIAL BUSINESS the Companies Act, 2013 (‘the Act’), the Companies (Appointment
4. Re-appointment of Mr. S. Ramadorai as Independent Director and Qualification of Directors) Rules, 2014 (including any statutory
To consider and, if thought fit, to pass, the following resolution as a modification or re-enactment thereof for the time being in force)
Special Resolution: and applicable provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 2015 (including any amendment thereof), Dr. R.A. Mashelkar
read with Schedule IV and all other applicable provisions, if any, of (DIN: 00074119), an Independent Director of the Company, whose
the Companies Act, 2013 (‘the Act’), the Companies (Appointment term of office as an Independent Director expires on March 31,
and Qualification of Directors) Rules, 2014 (including any statutory 2019 and who is eligible for re-appointment and in respect of whom
modification or re-enactment thereof for the time being in force) the Company has received a notice in writing under Section 160 of
and applicable provisions of the Securities and Exchange Board of the Act, from a member proposing his candidature for the office of
India (Listing Obligations and Disclosure Requirements) Regulations, Director, be and is hereby re-appointed as Independent Director of
2015 (including any amendment thereof), Mr. S. Ramadorai (DIN: the Company, not liable to retire by rotation to hold office for five
00000002), an Independent Director of the Company, whose term consecutive years for a term commencing from April 1, 2019 up to
of office as an Independent Director expires on March 31, 2019 March 31, 2024.”
and who is eligible for re-appointment and in respect of whom the
Company has received a notice in writing under Section 160 of the 7. Re-appointment of Prof. Goverdhan Mehta as Independent Director
Act, from a member proposing his candidature for the office of To consider and, if thought fit, to pass, the following resolution as a
Director, be and is hereby re-appointed as Independent Director of Special Resolution:
the Company, not liable to retire by rotation to hold office for five
consecutive years for a term commencing from April 1, 2019 up to “RESOLVED THAT pursuant to the provisions of Sections 149, 152
March 31, 2024.” read with Schedule IV and all other applicable provisions, if any, of
the Companies Act, 2013 (‘the Act’), the Companies (Appointment
5. Re-appointment of Mr. Narayanan Vaghul as Independent Director and Qualification of Directors) Rules, 2014 (including any statutory
To consider and, if thought fit, to pass, the following resolution as a modification or re-enactment thereof for the time being in force)
Special Resolution: and applicable provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 2015 (including any amendment thereof), Prof. Goverdhan Mehta
read with Schedule IV and all other applicable provisions, if any, of (DIN: 00350615), an Independent Director of the Company, whose
the Companies Act, 2013 (‘the Act’), the Companies (Appointment term of office as an Independent Director expires on March 31,
and Qualification of Directors) Rules, 2014 (including any statutory 2019 and who is eligible for re-appointment and in respect of whom
modification or re-enactment thereof for the time being in force) the Company has received a notice in writing under Section 160 of
and applicable provisions of the Securities and Exchange Board of the Act, from a member proposing his candidature for the office of