The Institute of Company Secretaries of India IFRS A Paradigm Shift in Financial Reporting CA. Vinayak Pai V B.Com, FCA, CIFRS (UK), CIA , ICWAI (Int), Dip.IFRS (UK) March 12, 2011 The Institute of Company Secretaries of India Presentation segments Overview of IFRS India and IFRS Case studies Key impact areas Updates In conclusion March 12, 2011 CA. Vinayak Pai V 1 The Institute of Company Secretaries of India March 12, 2011 The Institute of Company Secretaries of India Overview of IFRS March 12, 2011 CA. Vinayak Pai V 2 The Institute of Company Secretaries of India IFRS A set of accounting • IASB is an independent accounting standards developed standard-setting body by the International • Approximately 120 nations and reporting Accounting jurisdictions permit or require IFRS for Standards Board domestic listed companies (IASB) The authoritative literature • IFRSs, IASs • IFRICs, SICs March 12, 2011 The Institute of Company Secretaries of India An Overview The global accounting landscape IFRS The United States and IFRS India and IFRS March 12, 2011 CA. Vinayak Pai V 3 The Institute of Company Secretaries of India Mergers and acquisitions Discounting SOFP and SOCI presentation Valuation – Fair value Components of financial statements Principle of substance over form Concept of control Property, plant and equipment Constructive obligations Goodwill and intangibles Functional currency Segment reporting Transition - Key GAAP differences March 12, 2011 The Institute of Company Secretaries of India Critical accounting judgments Sources of estimation uncertainty Disclosure ----- Notes March 12, 2011 CA. Vinayak Pai V 4 The Institute of Company Secretaries of India IFRS - An Overview of First-Time Adoption The accounting literature A standard for transition The general principle of IFRS1 The flexibility provided March 12, 2011 The Institute of Company Secretaries of India The Timelines under IFRS 1 01-Apr-09 01-Apr-10 Date of Transition to IFRS 01-Apr-11 31-Mar-12 Beginning of first IFRS period Comparative Period Reporting Date First IFRS Reporting Period First IFRS Financial Statements Ind_AS 41 position – The option provided March 12, 2011 CA. Vinayak Pai V 5 The Institute of Company Secretaries of India Presentation, reconciliations and disclosures The process and methodology Which IFRS to apply Opening SOFP to be prepared at the date of transition Exceptions and Exemptions Business combinations Estimates Hedge accounting De-recognition of financial assets and liabilities Non-controlling interests Share-based payment transactions Deemed costs Employee benefits Compound financial instruments March 12, 2011 The Institute of Company Secretaries of India India and IFRS March 12, 2011 CA. Vinayak Pai V 6 The Institute of Company Secretaries of India Scenario – AS IS Statutory requirements Companies Act 1956 • Section 211, Schedule VI, other provisions Accounting standards (AS) issued by the Institute of Chartered Accountants of India SEBI listing agreement Position with respect to India registered companies listed overseas March 12, 2011 The Institute of Company Secretaries of India Scenario – recent changes Listing agreement Position with respect to India registered companies listed overseas March 12, 2011 CA. Vinayak Pai V 7 The Institute of Company Secretaries of India India Inc. and IFRS Convergence vs. Adoption Phased approach Convergence status March 12, 2011 The Institute of Company Secretaries of India The Roadmap ? A phased approach • Phase I - April 1, 2011 • Companies forming part of Nifty 50, Sensex 30, Listed on Stock Exchanges Outside India, Companies, whether listed or not, which have a net worth in excess of Rs.1,000 crores • Phase II – April 1, 2013 • Companies, whether listed or not, having a net worth exceeding Rs. 500 crores but not exceeding Rs. 1,000 crores • Phase III – April 1, 2014 • Listed companies which have a net worth of Rs. 500 crores or less • Insurance Companies – April 1, 2012 • Banking companies with separate dates – April 1, 2013 March 12, 2011 CA. Vinayak Pai V 8 The Institute of Company Secretaries of India Converged Indian Accounting Standards (IND-AS) The Ind-AS series February 25, 2011 : MCA Notification of Converged Indian Accounting Standards 2 parallel sets of standards : “AS” and “IND-AS” IFRSs not part of the current notification : 35 IFRS accounting standards part of this notification Accounting and reporting by retirement benefit plans, agriculture and IFRS 9 on financial instruments Dates of implementation yet to be notified March 12, 2011 The Institute of Company Secretaries of India The “Carve-outs” Presentation of financial statements Agreements of construction of real estate Employee benefits Unrealized exchange differences on long-term monetary assets and liabilities Investment property Bargain purchase gain on business combinations First-time adoption of converged Indian accounting standards March 12, 2011 CA. Vinayak Pai V 9 The Institute of Company Secretaries of India The convergence vs adoption debate March 12, 2011 The Institute of Company Secretaries of India The convergence Vs Adoption Debate Does convergence make sense for India? Is the Ind-AS approach a purpose defeating exercise? Will Indian corporates financials be perceived as less acceptable with Ind-AS as against IFRS ? March 12, 2011 CA. Vinayak Pai V 10 The Institute of Company Secretaries of India Revised Schedule VI • MCA release dated February 28, 2011 • Applicable to all companies for YE March 2011 March 12, 2011 The Institute of Company Secretaries of India Case studies March 12, 2011 CA. Vinayak Pai V 11 The Institute of Company Secretaries of India Equity Net income 142.9% 107.0% 100.0% 100.0% 42.9% 7.0% IGAAP GAAP difference IFRS IGAAP GAAP difference IFRS TATA Motors March 12, 2011 The Institute of Company Secretaries of India 160% 140% 120% 100% 80% 60% 40% 20% 0% -20% IGAAP Series1 100% Consolida PPE tion Forex -2% 0% Employe Interest Foreign PPE FCCN Finance PPE Deferred Investme Dividend currency Minority e and debt Others Preopera conversio receivabl Interest separatio issue taxes nts s interest translatio tive n options es n cost expenses n -1% 1% 0% 4% 3% 0% 0% 24% 8% 0% 0% 7% IFRS 143% IFRS1 choices Business combinations Business combinations prior to the transitions date have been accounted for as per Indian GAAP Employee benefits applied the exemption relating to application of recognizing cumulative actuarial gains and losses on defined benefit pension schemes and other post retirement benefits in reserves as of the transition date March 12, 2011 CA. Vinayak Pai V 12 The Institute of Company Secretaries of India Tata Motors Dr. Reddy's 150% Series1 100% 150% 100% 50% 50% 0% 0% IGAAP Series1 IGAAP 100% IGAAP Difference Difference IFRS Difference 1% IFRS 101% Series1 IGAAP 100% IFRS Difference 43% IFRS 143% Equity reconciliation as of March 31, 2008 Indian GAAP – Equity Equity reconciliation as of March 31, 2008 Indian GAAP – Equity Add/(less): GAAP Reconciliation items Impairment impact on intangibles Amortization reversal on intangibles reversed Employee benefits Fringe benefit taxes on employee stock options Tax adjustments Foreign exchange rate impact on above adjustments IFRS – Equity Rs. in million 47,067 99 26 16 (53) 47,350 86,975 Add/(less): GAAP Reconciliation items Consolidation of subsidiaries and equity accounted investees (1,862) Property, plant and equipment - Foreign exchange (net of depreciation) (220) Property, plant and equipment - Pre-operative expenses (net of depreciation) (553) Property, plant and equipment - Interest capitalized (net of depreciation) 685 Employee separation costs (64) Interest including debt issue expenses 3,173 Foreign currency convertible notes – conversion options 2,584 Deferred taxes 170 25 Rs. in million Transfer of finance receivables Investments Dividends Foreign currency translation adjustment Others – net Minority interest 233 90 20,639 6,597 52 (365) 6,352 37,341 IFRS – Equity 124,316 March 12, 2011 The Institute of Company Secretaries of India The IT companies Plus…Issue of convenience translation March 12, 2011 CA. Vinayak Pai V 13 The Institute of Company Secretaries of India Case : Comparative balance sheets Financial Position as at Dec 31, 2009 (Rs. In crores) IFRS Indian GAAP ASSETS Current Assets Cash and cash equivalents 9,176 Available for sale financial assets 5,273 Trade receivables 3,369 Unbilled revenue 803 Derivative financial instruments 7,625 3,369 74 Prepayments and other assets Total current assets 545 4,000 19,240 14,994 4,473 4,473 832 914 Non-current assets Property, plant and equipment Goodwill Intangible assets 69 - Deferred Income Tax assets 637 286 Income Tax assets 374 Other non-current assets Total non-current assets Total Assets 341 5,273 6,726 10,946 25,966 25,940 March 12, 2011 The Institute of Company Secretaries of India Case : Comparative balance sheets Financial Position as at Dec 31, 2009 (Rs. In crores) LIABILITIES AND EQUITY Current Liabilities Trade payables Derivative financial instruments Current income tax liabilities Client deposits Unearned revenue Employee benefit obligations Provisions Other current liabilities Total current liabilities Non-current liabilities Deferred income tax liabilities Employee benefit obligations Other non-current liabilities Total non-current liabilities Equity Share capital Share premium Retained earnings Other components of equity Total equity Total liabilities and equity IFRS Indian GAAP 13 720 15 620 141 75 1,667 3,251 1,101 2,431 3,532 39 216 40 295 - 286 3,008 19,068 58 22,420 25,966 286 2,988 19,070 64 22,408 25,940 March 12, 2011 CA. Vinayak Pai V 14 The Institute of Company Secretaries of India Key impact areas March 12, 2011 The Institute of Company Secretaries of India Key impact areas Statement of financial position Statement of comprehensive income Statement of changes in stockholders equity Judgements, assumptions and estimates Revenue, margins First-time adoption Ratios Cash Flows ? March 12, 2011 CA. Vinayak Pai V 15 The Institute of Company Secretaries of India Investor communication Performance measures Financial Statement Impact Distributable profits Taxes, Structuring, Covenants Comparability Convergence Issues in India – Applicability, interpretations, market pressure and competition – Catch Up The mind-set issue – Looking for detailed guidance Uncertainty in future enforcement Change management challenges March 12, 2011 The Institute of Company Secretaries of India Earnings management Internal Controls Financial Modeling Budgets Governance Issues Internal audits Board responsibility Guidance Valuation models Audit committees Frauds M&A March 12, 2011 CA. Vinayak Pai V 16 The Institute of Company Secretaries of India Transitioning GAPs Business impact and issues Accounting manuals Investor communication Impact Areas Systems Transition plan Impact analysis Data issues Governance Implementation March 12, 2011 The Institute of Company Secretaries of India The EU Experience Upfront communication The Transition Market reaction March 12, 2011 CA. Vinayak Pai V 17 The Institute of Company Secretaries of India Updates March 12, 2011 The Institute of Company Secretaries of India Challenges and issues from dynamic financial reporting standards regime Extracts from a speech given by IFRS Foundation Trustee at a conference in November 2010 at New York • The SEC has talked in terms of 2015 or 2016 for mandatory implementation, and in my view, 2016 is the earliest, realistic date. This would provide ample time for planning, education, training, and retooling • A recent survey found that 94% of 900 responders indicated that their organization could accomplish the effective implementation of IFRS by 2016, if the adoption decision were made in 2011 • I believe that the IASB and the FASB have done much to reduce transition difficulties and costs by narrowing differences between the two systems in their convergence projects. Also, through convergence, both sets of accounting standards have been improved. Both regimes now have strengths and weaknesses. Both are of high quality, but only one -- IFRS -- has the prospect of global acceptance IFRS Trustee’s strategy review, November 5 2010 The next 18 months will be critical in determining whether the goal of a single set of high-quality globally accepted accounting standards is achieved The next few years will determine whether the organisation will be able to achieve its ultimate objective of single set of global standards. The challenge facing the Foundation is to maintain momentum towards global IFRS adoption in order to bring the remaining major economies into the IFRS world March 12, 2011 CA. Vinayak Pai V 18 The Institute of Company Secretaries of India Progress report on convergence of IFRS with US GAAP : Nov 29, 2010 Priority projects Other projects • Financial instruments • Leases • Revenue recognition • Consolidations • Fair value measurement • De-recognition • Insurance contracts • Post employment benefits • Joint ventures • Financial statement presentation • Financial instruments with characteristics of equity • Emissions trading schemes De-recognition IAS 39 and IFRS 7 • • A single approach to de-recognition based on control Improved and expanded disclosures Fair value measurement n/a • • • • Clarify the definition of fair value Establish a single source of guidance Enhance disclosures Increased convergence with US GAAP Financial statement presentation IAS 1 • • • Lack of distinction between different items in OCI Lack of consistency in presentation Lack of comparability with US GAAP Hedge accounting IAS 39 • • • • A new model for hedge accounting Better alignment to risk management activities A new approach to net positions A comprehensive set of disclosures Insurance contracts IFRS 4 • Proposal to replace IFRS 4 with a high-quality standard that better meets the needs of users Leases IAS 17 • • A “right of use” accounting model Recording of all leases on the balance sheet Revenue recognition IAS 18 • • Revenue from contracts with customers A single “core revenue recognition principle” Consolidation IAS 27 • Control model March 12, 2011 The Institute of Company Secretaries of India Business combinations Non-controlling interests Revenue Inventory Fair value, hierarchy and challenges Leases Property, plant and equipment Impairment Financial instruments Compound financial instruments Employee benefits Income Taxes and IFRS Fair value changes ICAI Position paper -Dec 29, 10 Other comprehensive income Components of accounting MAT Employee taxes DTC March 12, 2011 CA. Vinayak Pai V 19 The Institute of Company Secretaries of India Concluding March 12, 2011 The Institute of Company Secretaries of India The financial reporting process…. …back to basics… Investor expectations • • • • IFRS transitional Issues and Challenges Consistent, reliable and relevant information Same View as Management Business Value Drivers Sustainability of Revenue and margins How to Address Challenges and Issues March 12, 2011 CA. Vinayak Pai V 20 The Institute of Company Secretaries of India Thank You Vinayakpaiv@hotmail.com March 12, 2011 CA. Vinayak Pai V 21