As at 30th As at 30th
September 2010 September 2009
Rupees Rupees
1 Contingent Liabilities not provided for in respect of
a) Claims against the Company not
acknowledged as debt. 26 353 998 18 656 449
b) Guarantee given by the Company on
behalf of other company
(See Note 6 Below) 300 000 000 -
c) See Note 4 and 5 Below
2009-10 2008-09
4 The Company had entered into a Put Option Agreement dated 29/9/2008
and Call Option Agreement dated 1/10/2008 with Axis Bank Limited in
respect of Rs. 175 Crores Non Convertible Debentures issued by Nandi
Economic Corridor Enterprises Limited (NECE) to Axis Bank Limited
(Debentures).
Under the said Put Option Agreement, Axis Bank has the option to call
upon the Company to buy the Debentures at Put Exercise Price at the end
of 3rd, 4th and 5th year from the issue of Debentures or at anytime in
the event of any default by NECE. Similar Call option is vested with
the Company.
The Debentures are since redeemed by Nandi Economic Corridor
Enterprises Limited.
5 The Company as a Promoter of Nandi Economic Corridor Enterprises Ltd
( NECE) has given an undertaking to Infrastructure Development Finance
Co . Ltd ( IDFC) in connection with the loan of Rs. 12500 million
advanced to NECE by IDFC, whereby the company has undertaken to ensure
continuance of the project undertaken by NECE, continued Promoters
contributions as per the Financial plan, with adequate technical,
financial and managerial support at the least untill the final
settlement date.
Further the company has committed to meet the shortfall in resources of
NECE by way of Promoters contribution in terms of the Financing Plan
which can be in the form of Equity / Preference Share Capital and / or
granting of interest free unsecured loan Untill the final settlement
date , which together with current contributions would be subordinate
to the funds borrowed from IDFC and shall not be repaid untill the
final settlement date. The company has further agreed to ensure that
the Borrower adheres to the land sale / Development Plan as mentioned
in the Common Loan Agreement.
6 The Company has given security to Axis Bank Limited to the extent of
Rs. 30 Crores for securing the term loan facility granted by it to
Nandi Highway Developers Limited (a subsidiary of the Company)by way of
hypothecation of movable assets and equitable mortgage of fixed assets
pertaining to Wind Mill project of the Company located in village
Boposhi and Maloshi, Dist Satara.
8 (i) Term Loan from Industrial Development Bank Of India Limited, was
secured by first charge by way of hypothecation of receivables, both
present and future from sale of power/electricity and sale assignment
of Sales Tax benefit pertaining to the Wind Mill Project at village
Boposhi, Maloshi and Kadave Khurd, Dt. Satara, the amount lying in
cash Collateral account and stock, book debts, machinery etc.
pertaining to the above Wind Mill Project. Secured by first charge by
way of mortgage of land and building at village Boposhi,Maloshi and
Kadave Khurd, Dt. Satara. pertaining to the above Wind Mill Project,
repaid during the year, charge satisfied.
(ii) Rupee Term Loan from Axis Bank Limited, was secured by second
charge on the movable and immovable assets of Wind Mill Project located
at village Boposhi and Maloshi, Dt. Satara, converted to Foreign
Currency Term Loan during the year.
(iii) Foreign Currency Term Loan of USD 4 277 617 from Axis Bank
Limited, is secured by second charge on the movable and immovable
assets of Wind Mill Project located at village Boposhi and Maloshi, Dt.
Satara.
9 Segment information, as required by Accounting Standard 17 Segment
Reporting prescribed by, Companies (Accounting Standards), Amendment
Rule, 2006, based on the Consolidated Financial Statements of the
Company and its Subsidiaries is set out in a separate statement annexed
to the schedule.
10 Related party disclosures have been set out in a separate statement
annexed to this schedule. The related parties, as defined by Accounting
Standard 18 Related Party Disclosure prescribed by Companies
(Accounting Standards) Amendment Rules, 2006, in respect of which the
disclosures have been made, have been identified and taken on record by
the Board.
11. The Companys Financial Year for the purpose of the Companys Act,
1956 ends on 30th September, as against Previous Year for tax
purposes, which ends on 31st March.
The income if any for the period from 1st April 2010 to 30th Sept 2010
forming part of the annexed accounts, will be assessed as a part of the
composite income relevant to the Assessment Year 2011-12 viz. for the
Income Tax Previous Year ending on 31st March, 2011. As a result the
Tax Liability, if any, in respect of assessable income of the said six
months, cannot be quantified at present and hence no provision is made
thereof.
Current tax provision represents Minimum Alternate Tax for the year
ended 31st March 2010.
13 Consequent to completion of the renewal of registration of the wind
power generation project as a Clean Development Mechanism (CDM) project
with UNFCCC, the Company has accrued income in respect of Certified
Emission Reduction (CER) units, which are to be received on completion
of further formalities, amounting to Rs. 10 495 146/- on account of
reasonable certainty of their receipt. Income receivable as at
30/09/2010 amounts to Rs. 36 306 375/-.
14 Advance for purchase of land is given to Nandi Economic Corridor
Enterprises Limited (NECE), a Subsidiary Company.
15 The disclosures required by Accounting Standard 29 Provision,
Contingent Liabilities, Contingent Assets prescribed by Companies
(Accounting Standards) Amendment Rules, 2006 are as follows.
Nature of Provisions
A. In terms of various notifications / circulars issued by Government
of Maharashtra, electricity duty is payable in respect of wind power
sold to third parties. However in absence of clarity on the entire
subject and also in view of various other issues the Company as a
matter of prudence and without prejudice has made a provision for
Electricity duty.
B. All the Wind Power Projects have completed the tenure of wheeling
agreement with the distribution licensee viz. Maharashtra State
Electricity Distribution Company Limited (MSEDCL). All the projects of
wheeling energy are under the open access provisions issued by the
Honable Maharashtra Electricity Regulatory Commission (MERC). As a
matter of prudence and with out prejudice the Company has made a
provision for wheeling and Transmission charges under open access.
Expected timing of resulting outflow:
A. Since the matter is yet to be resolved / clarified in respect of
applicability of Electricity duty for Wind Power Generation, the timing
of outflow can not be determined.
B. Wheeling and Transmission charges of Rs. 37,457,257/- have been
paid to the distribution licensee under protest (included under
Advances recoverable in Cash or in Kind) as the matter is pending in
appeal with the MERC.
17. On the basis of information available with the Company, regarding
the status of suppliers as defined under the Micro Small and Medium
Enterprises Development Act 2006, there are no suppliers covered under
above mentioned Act and hence the question of provision or payment of
interest and related disclosures under the said Act does not arise.
18 Significant accounting policies followed by the Company are as
stated in the statement annexed to this schedule.
19 Disclosures required as per Clause 32 of the Listing Agreement have
been set out in a separate statement annexed hereto.
20 Information required in terms of Part IV of Schedule VI to the
Companies Act, 1956 is attached.
21 The High Court of Judicature at Bombay had passed an Order on 5th
February, 2010, approving the Scheme of Arrangement between Bhalchandra
Investment Limited, Forge Investment Limited, Mundhwa Investment
Limited, Jalakumbhi Investment and Finance Limited, Jalakamal
Investment and Finance Limited, Kalyani Utilities Development Limited,
(collectively called the Amalgamating Companies ), BF Utilities
Limited (Amalgamated Company / Demerged Company) and BF Investment
Limited (Resulting Company) and their Respective Shareholders
(Scheme).
The Appointed Date of the Scheme was 1st April, 2009 and the Effective
Date of the Scheme was 26th February, 2010.
Upon the coming into effect of this Scheme and with effect from the
Appointed Date, the Undertaking of each of the Amalgamating Companies
have, been transferred to and vested in the Company (Amalgamated
Company) as a going concern. Thereafter with effect from the Appointed
Date the Demerged Undertaking i.e. the Investment Business Undertaking
of the Company (Demerged Company) has also been transferred to and
vested in the Resulting Company on a going concern basis
To give the effects of the Scheme of Arrangement, the Company had
revised the Financial Statements for the year ended 30th September,
2009 which were subsequently adopted by the Shareholders in the 9th
Annual General Meeting held on 30th June 2010 and therefore the revised
previous year figures have been disclosed accordingly. Revised figures
of previous year have been regrouped wherever necessary to make them
comparable with those of Current year.
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