@shunz (Sushil):
I have provided my response to your queries on my blog post. I appreciate you for bringing out some key pointers. Sharing my response here for benefit of all & larger discussion purpose.
- Regarding managerial remuneration:
A)
Page 32 mentions the commission for FY2015 while page 13-14 refers to salary to be paid for period June 2015 to May 2018. MD renumeration increased from Rs. 1.21 cr in FY2014 to Rs.1.43 cr in FY2015 - an increase of 18%.
The salary section on page 32 seems to be consolidated salary to the MD including wages, commissions, gratuity etc. Please refer to the definition of Salary in section 17 in The Income-Tax Act, 1995. While there is a separate header for commission, but it should be acceptable if the consolidated Salary is mentioned in AR.
Section 17 in The Income- Tax Act, 1995
17. " Salary"" perquisite" and" profits in lieu of salary" defined 3For the purposes of sections 15 and 16 and of this section,-
(1) " Salary" includes-
(i) wages;
(ii) any annuity or pension;
(iii) any gratuity;
(iv) any fees, commissions, perquisites or profits in lieu of or in addition to any salary or wages;
(v) any advance of salary;
Hope this also addresses your query for absence of commission field in AR.
The performance linked commission may impact the motivation of management to deliver. While it is important to align managementâs salary with performance, it may also lead to management using inappropriate ways to achieve performance targets. I would look at the managementâs pedigree, execution ability & past actions in addition to the salary structure. I have tried to capture the same in Management Analysis portion in my report.
B)
The commissions / sitting fee paid to independent directors is significantly lower than the executive management. One should be concerned if management is adversely influencing the independent directors by doling out large compensation. An in-depth study of management becomes all the more important.
C.
Schrader Duncan was a JV between Schrader Bridgeport, OCCL & Cosmopolitan Investments Limited. OCCL acquired ~50% stake in Schrader Duncan Limited from JV partner Schrader Bridgeport International Inc in 2012. Schrader Duncan is a small subsidiary (market cap of ~Rs. 27 cr) of OCCL.
I would feel uncomfortable if more than 50% independent directors have direct relationship with the management. There is always a possibility of common independent directors in related companies. This may happen due to limited availability of qualified people with understanding of specific business.
- Regarding capitalisation of costs:
Loss / gain on long term foreign currency borrowing may creep in due to reporting of exchange rate which is different from the rate at which the borrowing was initially recorded during the period.
Typically, long tenor foreign currency loan is taken in the form of buyers credit from banks. Buyers credit is used to settle the payment with supplier in foreign currency. If the procurement is for raw material which will get consumed in the same cycle, any loss / gain should be expensed. If company has raised buyers credit to procure a capital asset, it is reasonable of the company to capitalise the same in line with extant accounting principle.
Regarding capitalisation of employee expenses, my understanding is companies will expend the salary, gratuity, PF expenses but may capitalise the expenses arising out of technical / management training of employees. Such trainings may not help the company in short term but may accrue benefits in long term. Iâm not sure if this is the case with OCCL; this could to be checked with the management.
-
When the asset is depreciated by âxâ amount; âxâ is transferred to expense account from asset account for the year. Revaluation of asset may increase / decrease the asset value (carried at cost value in balance sheet).
If there is upward revision in asset value, the increase is transferred to revaluation reserves. Itâs normally not transferred to P&L as gain. Depreciation after revaluation is based on the revalued amount. If asset value is adjusted lower, the same is charged against the revaluation reserves to the extent that loss does not exceed the reserve amount.
OCCL has readjusted its revaluation reserves through depreciation till 2014. There is a large reversal of revaluation in 2015, possibly due to the downward revaluation of the asset value. There is no entry in 2016 for either depreciation and further lower readjustment. This is a valid question to be asked to the management.
You may have differing opinions on some of my responses. This difference in opinions is what makes up a market.
Regards
@ayushmit @cool_aksh