Initiation into IFRS Overview, Applicability, Issues on convergence, Roadmap of IFRS Implementation, Schedule of implementation, IFRS Framework 22 January 2011 WIRC Mumbai, Kohinoor Hotel Khushroo B. Panthaky Senior Partner Walker Chandiok & Co
Convergence with IFRS The Road Ahead Challenges in transition Impact on the enterprise The way ahead Convergence with IFRS The Road Ahead
Convergence with IFRS in India an introduction Need for convergence in India Global economy - need to speak in a language which is globally accepted. International Financial Reporting Standards ( IFRS ) has now evolved into being the most widely accepted and trusted financial reporting language Major economies US, Japan, BRIC moving/moved to IFRS Considering the emerging role of India in the global economy, it was imperative for India to harmonize with global financial reporting standards 3
Convergence with IFRS in India International scenario 4
Convergence with IFRS Current Landscape Progress to date MCA reiterates commitment to transition by 2011 MCA sets up core group to develop roadmap MCA's roadmap on transition released Oct 2007 May 2008 Feb 2009 July 2009 Nov 2009 Jan 2010 Mar / Apr 2010 ICAI released concept paper on convergence with IFRS ICAI releases update on convergence process SEBI approves move to permit voluntary early adoption of IFRS BFSI Roadmap issued by MCA Amendment to Listing agreement permits IFRS reporting Government remains strongly committed to achieving the 2011 deadline 5
Convergence with IFRS Current Landscape MCA Roadmap: Highlights Phased approach to convergence Companies (except banking & insurance) - 2011 to 2014 Banking & Insurance Companies 2012 to 2014 Two separate sets of accounting standards to be maintained under Section 211(3C) Early adoption of IFRS converged standards permitted Clarifications on implementation matters issued by MCA Clarity still required on several practical aspects 6
Convergence with IFRS Current Landscape Roadmap: Phased Approach Classes of Companies Listed (only in India) Listed overseas (any securities) Unlisted Company in Nifty or Sensex Phase I Phase I NA Net worth > Rs 1,000 Cr Phase I Phase I Phase I Net worth > Rs 500 Cr upto Rs 1,000 Cr Phase II Phase I Phase II Net worth upto Rs 500 Cr Phase III Phase I Exempt Companies in Phase 2 and 3 can early adopt from years beginning April 1, 2011 onwards Companies not covered in the 3 phases (including Small and Medium Companies can voluntarily adopt converged standards 7
Convergence with IFRS Current Landscape Roadmap: Phased Approach MANDATORY REQUIREMENT OPTION FOR EARLY ADOPTION Phases Opening balance sheet date First year end (without IFRS comparatives) Opening balance sheet date First year end (with IFRS comparatives) Phase I 1 April 2011 31 March 2012 1 April 2010 31 March 2012 Phase II 1 April 2013 31 March 2014 1 April 2011 31 March 2012 Phase III 1 April 2014 31 March 2015 1 April 2011 31 March 2012 March 31, 2011 information to be given in an additional column (in addition to existing Indian GAAP comparatives) Phase II and III companies can early adopt from year starting April 1, 2011 onwards 8
Convergence with IFRS Current Landscape MCA roadmap - BFSI: A phased approach Companies Insurance Companies Opening balance sheet First financial statements April 1, 2012 March 31, 2013 April 1, 2013 March 31, 2014 Urban co-operative banks with net worth > Rs 200 cr but not exceeding Rs 300 cr April 1, 2014 March 31, 2015 NSE- Nifty 50 or BSE- Sensex 30 Index Listed & unlisted with net worth > Rs 1,000 cr April 1, 2013 March 31, 2014 All other listed NBFCs Unlisted NBFCs with net worth > Rs 500 cr (other than above) April 1, 2014 March 31, 2015 Criteria for phased implementation All insurance companiesall scheduled commercial banks Banking Companies Non Banking Financial Companies (NBFCs) 9 Urban co-operative banks net worth >Rs 300 cr Urban Co-operative Banks with net worth less than Rs 200 Crores, Unlisted NBFCs with net worth less than Rs 500 Crores and Regional Rural Banks are exempt, though they may voluntarily opt to do so
Convergence with IFRS Current Landscape MCA Roadmap: clarifications Net worth: reference date for companies (other than banking & insurance) is March 31, 2009 For banking, it is supposed to be as at 31 March 2011 Standalone net-worth to be considered Net worth = share capital + reserves revaluation reserves miscellaneous expenditure debit balance of P&L Early adoption permitted for those in Phase II & Phase III from April 1, 2011 onwards (opening balance sheet on 1 April 2010?) Once converged standards adopted, cannot revert to existing Indian GAAP Securities listed overseas to cover GDRs, ADRs, FCCBs, etc. 10
Convergence with IFRS Current Landscape MCA Roadmap: clarifications Group situations each entity to apply its own criteria. However, early adoption permitted Comparative information for first year no IFRS comparatives required but voluntary disclosures permitted IFRS or Indian GAAP Companies to follow converged standards and not IFRS First public reporting SEBI to clarify on quarterly reporting requirements (relevant for listed entities in the Group) Retrospective or prospective application of specific standards to be clarified through standards 11
Convergence with IFRS in India the way ahead Roadmap: Developments to track 12 Company law Draft Companies (Amendment) Bill NACAS to finalise amendments to Schedule VI Schedule XIV to also be amended shortly New Companies Bill under evaluation of Parliamentary Committees will also need revision before enactment Accounting Standards ICAI to finalise NACAS to recommend by mid year Taxation ICAI and CBDT set up joint study group to recommend changes MCA considering a tax neutral state for year 1 Direct Tax Code under evaluation of Parliamentary Committees will also need revision before enactment Potential impact Several of these changes will impact your IFRS transition strategies Key areas to watch out for include: New standards, primarily IFRS 1 equivalent as it would spell out the exact transitional provisions Tax laws the Group would like to minimize the tax impact due to the transition to IFRS key decisions and accounting choices would be impacted by these changes Schedule VI being amended may require additional disclosures and possibly functional classification
Convergence with IFRS in India the way ahead Exposure drafts of Converged AS issued by ICAI Accounting Standard (AS) 1 (Revised 20XX) (Corresponding to IAS 1), Presentation of Financial Statements Accounting Standard (AS) 2, Inventories Accounting Standard (AS) 3 (revised), Statement of Cash Flows Accounting Standard (AS) 4 (Revised 20XX) (Corresponding to IAS 10) Events after the Reporting Period Accounting Standard (AS) 12 (revised), Accounting for Government Grants and Disclosure of Government Assistance Accounting Standard (AS) 16 (revised) (Corresponding to IAS 23), Borrowing Costs Accounting Standard (AS) 25 (Revised 20XX) (Corresponding to IAS 34) Interim Financial Reporting Accounting Standard (AS) 17 (Revised 20XX) (Corresponding to IFRS 8) Operating Segments (Comments to be received by 31 May 2010) Accounting Standard (AS) 18 (Revised 20XX) (Corresponding to IAS 24) Related Party Disclosures (Comments to be received by 25 May 2010) Accounting Standard (AS) 20 (Revised 20XX) (Corresponding to IAS 33) Earnings per Share (Comments to be received by 25 May 2010) 13
Convergence with IFRS in India the way ahead Exposure drafts of Converged AS issued by ICAI Accounting Standard (AS) 29 (Revised 20XX) (Corresponding to IAS 37) Provisions, Contingent Liabilities and Contingent Assets (Comments to be received by 25 May 2010) Accounting Standard (AS) 23 (Revised 20XX) (Corresponding to IAS 28) Investments in Associates (Comments to be received by 10 May 2010) Accounting Standard (AS) 21 (Revised 20XX) (Corresponding to IAS 27) Consolidated and Separate Financial Statements (Comments to be received by 7 May 2010) Accounting Standard (AS) 37 (Issued 20XX) (Corresponding to IAS 40) Investment Property (Comments to be received by 7 May 2010) 14 Accounting Standard (AS) 7 (Revised 20XX) (Corresponding to IAS 11) Construction Contracts (Comments to be received by 30 April 2010) Accounting Standard (AS) 19 (Revised 20XX) (Corresponding to IAS 17) Leases (Comments to be received by 22 April 2010) Accounting Standard (AS) 10 (Revised 20XX) (Corresponding to IAS 16) Property, Plant and Equipment (Comments to be received by 19 April 2010) Accounting Standard (AS) 11 (Revised 20XX) (Corresponding to IAS 21) The Effects of Changes in Foreign Exchange Rates (Comments to be received by 19 April 2010)
Convergence with IFRS in India the way ahead Exposure drafts of Converged AS issued by ICAI Accounting Standard (AS) 5 (Revised 20XX) (Corresponding to IAS 8), Accounting Policies, Changes in Accounting Estimates and Errors (Comments to be received by 7 April 2010) Accounting Standard (AS) 34 (Issued 20XX) (Corresponding to IAS 29), Financial Reporting in Hyperinflationary Economies (Comments to be received by 7 April 2010) Accounting Standard (AS) 35 (Issued 20XX) (Corresponding to IFRS 6), Exploration for and Evaluation of Mineral Resources (Comments to be received by 7 April 2010) 15
Convergence with IFRS Current Landscape SEBI Amendment to Listing Agreement Insertion of clause 41(I) (g): Voluntary adoption of IFRS by listed entities having subsidiaries Provides an option to submit consolidated financial results in accordance with IFRS Where companies exercise this option and report results in compliance with IFRS for the current year the comparative numbers for the previous year may be as per notified Accounting Standards. In such cases, Companies shall provide reconciliation in respect of significant differences between figures as disclosed as per IFRS and the figures as they would have been if the notified Accounting standards were adopted. Standalone results will continue to be reported and submitted in accordance with IGAAP 16
Convergence with IFRS Current Landscape SEBI Amendment to Listing Agreement key issues Restricted to Companies presenting consolidated financial statements - may not significantly contribute to comparability among listed entities. It is our understanding that IFRS refers to IFRS as issued by International Accounting Standards Board ( IASB ). IFRS requires full comparatives hence would need Indian GAAP& IFRS comparatives The date of transition to IFRS (as issued by IASB) could be different from the transition date to the converged Indian Accounting Standards (i.e. April 1, 2011 onwards in a phased manner) Companies will need to carefully evaluate this option. Would need to maintain accounts in accordance with the existing Indian GAAP (for reporting standalone & taxation purposes); IFRS as issued by IASB; and reconciliation to Indian GAAP on a line-by-line basis for significant variances. 17
Convergence with IFRS the way ahead International scenario 18 IFRS continues to evolve IFRS 9 to replace IAS 39 (AS 30) in the process of development Part issued significant portions in progress. Expected completion date end 2010 Several significant projects in pipeline Apart from 3 exposure drafts (ED) relating to Financial Instruments, 10 other EDs expected in next 6 months Revenue recognition, leases, financial statement presentation, income taxes, etc Working to a moving target
Convergence with IFRS The Road Ahead Challenges in transition Impact on the enterprise The way ahead Challenges in transition
Convergence with IFRS Challenges in transition Key External Challenges Legal and Regulatory changes Multiple ministries and regulators MCA, SEBI, RBI, IRDA, etc Taxation changes - DTC Availability of skill sets IFRS industry and profession Valuation IFRS in academic curriculum IFRS in a moving target Significant changes between now and 2011 revenues, leases, financial instruments, etc Indian GAAP Capabilities Regulatory Education Considering the complexity and the practical difficulties, MCA is adopting a phased implementation of IFRS in India IFRS 20
Convergence with IFRS Challenges in transition Key Internal Challenges 21 Accounting impact People /Technical capabilities Internal capabilities accountants, specialists, functional, etc External capabilities valuers, specialists, auditors, etc Business processes Technological changes Extent of changes to systems IFRS in a moving target Significant changes on key standards - revenues, leases, financial instruments, etc Indian GAAP People Accounting Process & Technology IFRS Transition to IFRS is not an 'accounting' change; it impacts all aspects of the enterprise Systems and processes, both business and internal, would undergo change Key decision making metrics would undergo change
Convergence with IFRS The Road Ahead Challenges in transition Impact on the enterprise The way ahead Impact on the enterprise
Impact on the enterprise Key challenges for enterprise 23 Conversion to IFRS has strategic implications Reported earnings volatility Business plans, earnings estimate, debt covenants and management remunerations plans that have reported earnings as the basis will have to be revisited as these are expected to undergo some degree of impact due to this convergence. Requires harmonization of internal and external reporting. Expected to be the single largest accounting shift in India with significant challenges
Impact on the enterprise IFRS will have an Enterprise wide impact People Indian GAAP Accounting IFRS Process & Technology 24
Accounting related issues
Impact on the Enterprise Accounting issues Theme GAAP differences Policy selection Disclosure requirements Questions to consider What are the key differences between local GAAP and IFRS that will affect my results? Where IFRS offers accounting policy choices, which ones shall we apply? Which IFRS 1 exemptions from retrospective application will be taken up? In which areas will IFRS require us to collect and process data to meet disclosure requirements (eg related party disclosures, IFRS 7, impairment disclosures)? 26
Impact on the enterprise Accounting Issues - Overview Indian GAAP Financial Statements Company's Accounting policies and practices Indian accounting requirements Indian disclosure requirements Legal requirements Format of financial statement presentation IFRS Financial Statements Current IFRS requirements Proposed changes to IFRS Proposed changes to Indian GAAP Legal requirements Format of financial statement presentation Proposed changes in Accounting policie es and disclosures 27
Impact on the enterprise Accounting Issues - Overview Principles based framework similar to Indian GAAP Fills in the gaps in Indian GAAP several new standards Several areas with differences in application of guidance Detailed implementation guidance under IFRS to facilitate consistency in application Very detailed disclosure requirements under IFRS IFRS has specific standards on: Investment Properties Biological assets Insurance Contracts 28
Impact on the enterprise Overview of requirements under IFRS Area Accounting Framework Presentation of Financial statements. Requirements under IFRS Historical cost but also requires fair value estimation for accounting certain type of assets Consolidated Financial statements = general purpose financial statements Current and non current classification of assets & liabilities Statement of Comprehensive income (No concept of extraordinary income) Statement of changes in equity Additional disclosures on judgments, estimates, capital managements, new standards, etc Increased use of fair values results in increased income statement volatility Classification of assets and liabilities undergoes changes impacting key ratios Very detailed financial statements increased level of disclosures approx 3000 disclosures 29
Impact on the enterprise Overview of requirements under IFRS Area First time adoption of IFRS Requirements under IFRS Retrospective application of all IFRS. Optional exemption of certain standards available careful evaluation property plant and equipment business combinations financial instruments debt/equity classification foreign currency translation reserve employee benefits Reconciliation of equity and profit or loss for all periods presented and opening balance sheet date AN INDIAN EQUIVALENT BEING DEVELOPED FOR TRANSITION FROM EXISTING STANDARDS TO CONVERGED STANDARDS Retrospective application to impact retained and current earnings 30
Impact on the enterprise Overview of requirements under IFRS Area Revenue recognition Requirements under IFRS Conceptually similar to Indian GAAP; Several differences in detail Revenues recognised based on fair value of consideration cash & non-cash Multiple element arrangements will need to be addressed to identify separate components of the transaction and recognise revenue accordingly relative fair value method used residual method used in certain limited circumstances Deferred settlement terms to be normalized in recognition of revenues converse could be true in certain circumstances Contract accounting would require bundling and unbundling based on substance of these transactions New guidance expected in 2011/2012 Discussion paper current available 31
Impact on the enterprise Overview of requirements under IFRS Area Property, plant and equipment Requirements under IFRS More stringent guidance relating to various components of cost, which can be included within property, plant and equipment. Requires component accounting Major inspection and maintenance costs are recognized using the built in overhaul method. Yearly review of method of depreciation, residual values and useful life On first time adoption, may be possible to opt for revaluation of items of property, plant and equipment and treat as deemed cost. De-capitalization of part of cost of PPE Componentization to result in accelerated depreciation reflective of actual life Depreciation on economic useful life 32
Impact on the enterprise Overview of requirements under IFRS Area Business combinations Wider coverage of transactions Requirements under IFRS Only purchase method is allowed. Assets and liabilities are fair valued including those previously unrecognized Identification and valuation of Contingent liabilities & Contingent considerations Gain on bargain purchase recognized in profit or loss Goodwill tested for impairment and not amortized Increased coverage of transactions Consistent accounting irrespective of transaction structure Reflection of assets and liabilities at fair values possibly lower goodwill Impact on earnings generally lower earnings due to higher amortization, finance costs, etc 33
Impact on the enterprise Overview of requirements under IFRS Area Consolidated & Separate financial statements Requirements under IFRS Requires all parent companies to present CFS (limited exemptions) Wider coverage based on definition of control Existence of currently exercisable potential voting rights Financial reporting periods - 3 month difference All SPEs to be consolidated (eg. employee trusts, ) where control exists Unlisted entities to prepare consolidated financial statements Possibly larger number of entities consolidated under parent company Profitability impacted due to fair value adjustments 34
Impact on the enterprise Overview of requirements under IFRS Area Financial Instruments Requirements under IFRS AS 30, 31 & 32 issued in line with IFRS Equity & liability classification Splitting of compound financial instruments Concept of embedded derivatives Categorization of financial assets and liabilities Hedge accounting rules - Detailed evaluation and documentation required Comprehensive quantitative and qualitative disclosures on financial instruments and related risks CURRENTLY UNDERGOING CHANGE - IFRS 9 TO BE READY BY END 2010 Significant income statement volatility due to fair valuation Onerous hedge accounting requirements Potential increase in debt and related costs impacts net worth and ratios Very detailed disclosures 35
Impact on the enterprise Overview of requirements under IFRS Area IFRS 2 Share based payments Related Party transactions Requirements under IFRS Detailed guidance given on the standard. Expense is recognized based on fair value of the equity awarded or liability incurred Transactions with non-employees based on fair value of goods or services received Group ESOP plans accounted at subsidiary levels as well There is a specific exemption under IFRS for Government companies not to disclose transactions with other Government entities controlled/significantly influenced by the same government. However, some disclosures required of nature and quantum of transactions, etc for significant transactions. Significant earnings impact on expensing based on fair value of share based payments Earnings impacted on fair valuation of investment property 36
Process and System issues
Impact on the enterprise Process and Systems issues Proposed changes in Accounting policies and disclosures Impact on business, people and processes Internal controls Financial reporting requirements Business processes Business management requirements Education and training Impact on Information Systems and processes Operational System Data collection & coding Asset Management System Data collection & coding Middleware Transactions ERP Workflow, calculations, GL, reporting Consolidation and reporting systems Data Conversion, storage & security Information Systems Access and controls A key decision is whether to 'embed' IFRS or to adjust information produced by existing systems Collecting the necessary data is at least as challenging as applying the rules correctly to 'work out the numbers' 38
Impact on the enterprise Process Implications - Financial Reporting Changes to Financial Statement Presentation: Layout and items included on Balance Sheet and Income Statement Balance Sheet Presentation of Current vs. Non-Current Income Statement Classification of Expenses Extraordinary Items Significant Items Changes in Equity Disclosure of Performance Measures Comparative financial periods are REQUIRED 39 39
Impact on the enterprise Process Implications - Policies and Procedures Considerations: Current policies and procedures manuals will become obsolete and will require updating Staff will need to be trained to comply with new policies and procedures New principle-based hierarchy of guidance in the absence of a specific rule-based requirement Policies should be uniform for parent and all subsidiaries (no exemptions even if business is different in nature) 40 40
Impact on the enterprise Technology Implications - Conversion Considerations Considerations: Modification/Creation of systems System upgrades System access and authentication Changes to the chart of accounts Consolidating entities Costs and changes to reporting systems Dual reporting (transitional) Changes in calculations Don t be next to underestimate the IFRS impact on IT systems! 41 41
Impact on the enterprise Systems issues balancing flexibility and cost Option 1 Topside adjustments Option 2 Embedded workarounds Option 3 Fully embedded Systems impact Low Medium High Workarounds High Medium Low Flexibility Low Medium High Investment Low Medium High Operating costs High Medium Low 42
Organizational and people issues
Impact on the enterprise Organisational issues - people and skills Theme Training Performance management Specialist skills Questions to consider What are the training needs at different levels of the organisation (including Board level)? Insource or outsource technical training? How will existing incentive plans etc be affected by a change in KPIs? Should we align KPIs with IFRS measures or reconcile from IFRS to existing measures? Do we need to invest in additional specialist skills e.g. valuations, hedge effectiveness? 44
Wider enterprise level issues
Impact on the enterprise Wider enterprise level issues Key IFRS financial indicators Net Income EPS Net-worth Key Ratios Earnings Guidance Segment Performance Impact on the various aspects of the Enterprise Treasury Debt covenants, borrowing limits Dividend policies Free reserves, distributable profits Taxation Impact on current tax and cash flows Human Resources Profitability or stock based Compensation Investor Relations Communication strategy and education MIS Alignment of internal and external reporting The numbers and metrics under IFRS/converged standards have a much wider impact. Requires upfront consideration and planning from a medium to long term perspective 46
Impact on the Enterprise Financial issues - dividend policy 47 Theme Retained earnings Profit volatility Questions to consider Will IFRS result in additional 'hits' to retained earnings that will affect my ability to pay a dividend? E.g. share-based payment charges deferred tax pensions What mitigating actions are available/appropriate? Will IFRS result in more volatile earnings that will affect my ability to predict next year's dividends? E.g. derivatives being marked to market impairment
Impact on the Enterprise Financial issues - treasury planning Theme Loan covenants Borrowing limits Questions to consider Will IFRS affect compliance with existing loan covenants e.g. current and non current splitting of assets and liabilities changes to calculation of interest expense from an accruals basis to 'amortised cost using the effective interest method'? Will IFRS result in additional 'borrowings' that affect borrowing limits (e.g. in Articles)? e.g. separation of property leases into an operating lease of land and finance lease of buildings deferred tax liabilities 48
Impact on the enterprise Financial issues - tax impacts 49 Theme Tax and accounting profits Tax planning Questions to consider What is the interaction between accounting profit and taxable profit in my jurisdiction? How will IFRS affect my tax liabilities? E.g. tax treatment of unrealised fair value gains or losses on financial instruments and other assets MAT based on gross assets move from tax basis of depreciation to an economic basis Should I be taking any actions to mitigate tax affects? E.g. continue to use local GAAP for tax purposes and/or for company-only accounting
Convergence with IFRS The Road Ahead Challenges in transition Impact on the enterprise The way ahead The way ahead
The way ahead Common pitfalls The most common issues faced by companies converging to IFRS are: Lack of a convergence plan and under estimation of efforts involved Lack of senior management commitment Significant investment in IT Systems and training manpower Lack of communication with stakeholders and users of financial reports Difficulties in estimating fair values Complexities in the presentation of financial statements Non availability of skilled manpower 51
The way ahead Top 10 Considerations 52 52
The way ahead Top 10 Considerations 53 53
Questions
Thank you Khushroo B. Panthaky Head of Assurance and Western Region Practice Leader Walker, Chandiok & Co Khushroo.Panthaky@wcgt.in +91 98203 48325 Or write to us at : ifrs@wcgt.in