The Directors have pleasure in presenting to you their fifth Annual
Report and the Audited accounts of the Company for year ended March 31,
(Amount in Rs.)
For the year For the year
2012 March 31, 2011
Profit before Tax 595,567,277 117,166,360
Less: 11,262,942 8,593,697
Profit before Tax 584,304,335 108,572,663
Less: Tax 60,079,514 11,930,356
Expense (post adjustments)
Profit after tax 524,224,821 96,642,307
Add: balance 1,679,016,891 1,582,374,584
Amount 390,458,419 1,679,016,891
transferred to Reserves and Surplus
Your company closed the fiscal 2011 -2012 on a sound note with revenues
registering an increase of 143% over those for the previous fiscal and
the post tax profits registering a quantum jump of 442% over the post
tax profits for the fiscal 2010-2011. What is particularly heartening
to note is that this financial growth has been achieved at a stage when
the Company is yet to commence its core business activity of generating
transmitting and distributing power.
PROJECTS UNDER CONSTRUCTION
Your Company is currently executing two coal based thermal power
projects with an aggregate capacity of 5400 MW in the State of
Maharashtra viz. 2700 MW project in Nandgaonpeth of Amravati district
and another 2700 MW in Sinnar of Nashik district. Both Amravati and
Thermal Power Projects are being constructed in two phases each of 1350
During the current financial year, your company has met all
construction targets set for the year. The speed and efficiency of
execution for our projects along with our commitment of delivering
higher return to our shareholders has remained a key priority. Both
Amravati and Nashik Thermal Power Projects are at an advanced stage and
are expected to go on stream during 2012-13.
Amravati Thermal Power Project (1350 MW Phase I):
The estimated cost of the Project is Rs. 6,888 Crores, being funded with
Debt: Equity ratio of 75:25. The financial closure has been achieved
with consortium of leading Financial Institutions & Commercial Banks
with Power Finance Corporation Limited in the lead.
During the year, Boiler & ESP foundations for Unit 1 to 5 were
completed and erection work is in full swing. More than 20,000 MT
Boiler & 11,150 MT ESP materials have been erected. The milestone
activities of Boiler Drum lifting of Unit 1 to 5 and Hydraulic test of
Unit 1 & 2 have been completed. On TG front, TG Decks for all the 5
Units have been completed and erection of Turbine Generator &
Auxiliaries progressed as per schedule.
As regards Balance of Plant, the civil works of Twin Flue Chimney 1 and
Triple Flue Chimney 2 have been completed and flue-can erection is in
progress. The Induced Draft Cooling Towers (IDCT), CW System, Cross
Country Pipeline, Water Treatment Plant, Coal Handling Plant, Ash
Handling Plant, Compressed Air System, Heating, Ventilation & Air
Conditioning (HVAC) System, Fuel Oil System, Railway Siding works, 400
KV Switchyard, 400 KV Amravati - Akola Transmission line, Generator
Transformers (GTs), Station Transformers(STs) and Unit
AuxTransformers(UATs) are also progressing satisfactorily.
Amravati Thermal Power Project (1350 MW Phase II):
Project capacity is being expanded by additional 1350 MW in Phase II
(Unit 6 to 10) within the existing 1,350 Acre land at an estimated cost
of Rs.6,646 Crores which is being funded with Debt to Equity ratio of
75:25. The financial closure has been achieved with IDBI Bank Limited
as Facility Agent/ Underwriter.
M/s Tata Consulting Engineers (TCE), Bangalore and
M/s TPSC (I) Pvt. Limited, Hyderabad are the Owner''s Consultants. The
Statutory & Non Statutory Clearances / Approvals including
Environmental Clearance and Coal linkage are available. The Unit
configuration of 5x270 MW has been retained and BTG has been ordered on
Bharat Heavy Electrical Limited (BHEL) and Balance of Plant is being
sourced from other reputed vendors.
The BTG foundation work and Balance of Plant civil works for Cooling
Towers, Chimneys & Coal Handling area are in progress. The Boiler
erection work has been taken up in Unit 6 & 7 and 1,500 MT has been
NashikThermal Power Project (1350 MW Phase I):
1350 MW Nashik Thermal Power Project is being implemented by Indiabulls
Realtech Limited (wholly owned subsidiary of your Company). The Project
is estimated to cost Rs. 6,789 Crores with Debt: Equity ratio of 75:25
and financial closure has been achieved with Power Finance Corporation
Limited as Lead Lender.
BTG Package of 5x270 MW has been sourced from M/s BHEL and Balance of
Plant packages have been awarded to reputed vendors viz. Shapoorji
Pallonji, Gannon Dunkerly, L&T, Gammon, Paharpur, Doshion, Voltas,
Areva and Siemens etc.
The Boiler and ESP foundations have been completed and approx. 16,170
MT Boiler & 7,540 MT ESP material has been erected. The Boiler Drums of
all 5 Units have been lifted and Hydraulic test of Unit 1 has also been
completed. TG- Decks have already been cast for Unit 1 to 4 and Turbine
Generator erection is in progress.
The Civil works of Chimney 1 and 2 have been completed and erection of
Flue-Can is in progress. The construction of Induced Draft Cooling
Towers (IDCT), Coal Handling Plant, Ash Handling Plant, CW System,
Cross Country Pipeline, Water Treatment Plant, Compressed Air System,
HVDC System, Fire Fighting System, Fuel Oil System, 400 kV GIS
Switchyard etc. are in progress. The work of 400 KV Transmission line
is nearing completion and erection of PowerTransformers viz. GTs, STs
and UATs is in progress.
NashikThermal Power Project (1350 MW Phase II):
Your Company is expanding the Project capacity by adding another 1350
MW in Phase II at an estimated cost ofRs. 6,515 Crores with Debt: Equity
of 75:25. The financial closure has been achieved with ICICI Bank
Limited as Facility Agent/ Underwriter.
M/s Tata Consulting Engineers (TCE), Bangalore and M/s TPSC (I) Pvt.
Limited, Hyderabad are the Owner''s Consultants. The requisite Statutory
& Non Statutory Clearances & Approvals including Environmental
Clearance and Coal linkage are in place. Water Agreement for 90 MLD for
Phase II has been signed with Irrigation Department of Government of
The Main Plant Equipment i.e. 5x270 MW BTG has been ordered on Bharat
Heavy Electrical Limited (BHEL) and the Balance of Plant is being
sourced from reputed vendors. The constr uction works are in progress
and 1,200 MT Boiler material has been erected. The work is also
progressing in Balance of Plant areas viz. Chimneys, Cooling Towers &
Coal Handling Plant etc.
UTILISATION OF PROCEEDS OF THE INITIAL PUBLIC OFFERING (IPO)
A detail of the utilization during the financial year 2011-2012, of the
proceeds raised from the IPO made during the month of October 2009, is
depicted in the table given below:
Particulars Rs.in Crores
Amount received from IPO 1623.84
Utilisation of funds upto
March 31,2012 Planned
as per Utilised till Unutilized
prospectus 31.03.2012 Balance
Funding to part finance the
construction and 775.00 775.00 Nil
development of the Amravati
Power Project - Phase I
Funding equity contribution
in the Company''s wholly 660.00 660.00 Nil
owned subsidiary, Indiabulls
Realtech Limited, to part
finance the construction and
development of the Nashik Power
General Corporate purposes 152.49* 152.49 Nil
Share Issue Expenses 36.35* 36.35 Nil
Total 1623.84 1623.84 Nil
*An amount of Rs.4.64 crores was re-allocated from share issue expenses
to General Corporate purposes as no further share issue expenses were
to be incurred.
In accordance with the provisions of Sections 255 and 256 of the
Companies Act, 1956 read with the Articles of Association of the
Company, Brigadier Labh Singh Sitara (DIN:01352748) retires by rotation
at the ensuing Annual General Meeting of the Company and being
eligible, offers himself for re-appointment.
Brief resumeofBrigadierLabh Singh Sitara (DIN:01352748), nature of his
expertise in specific functional areas and information as to the other
companies in which he holds directorships or on the board committees of
which he is a member, has been provided in the Report on Corporate
Governance, which forms a part of the Annual Report.
In keeping with the earlier policy of building up a healthy reserve
base for the Company so as to stand the Company in good stead and serve
as a source of finance for effectuation of its future business plans,
your directors have considered it financially prudent to plough back
the profits of the Company into its business and hence no dividend has
been declared for the fiscal 2011 -2012.
It is strongly felt that the retention of profits within the business
at this stage, would in future reduce the dependence of the Company
external sources of finance, which carry a huge cost. This will
eventually lead to improved business valuations which in turn will
culminate into healthy returns for the shareholders.
IMPORTANT DEVELOPMENTS DURING THE YEAR
As you are aware, your Company was a part of two Schemes of Arrangement
as under, in terms of Sections 391-394 of the Companies Act, 1956:
(i) Scheme of Arrangement by and among the Company, Indiabulls Real
Estate Limited, Indiabulls Infrastructure and Power Limited, Indiabulls
Builders Limited, Poena Power Supply Limited and their respective
shareholders and creditors (Scheme I).
(ii) Scheme of Arrangement among the Company, Indiabulls Infrastructure
Development Limited (IIDL) an erstwhile subsidiary of Indiabulls Real
Estate Limited, engaged inter-alia in the business of construction and
development of infrastructure projects, and their respective
shareholders and creditors (Scheme II).
The Scheme I got effectuated during the year under review inter-alia
bringing about (a) the demerger of the Power business from Indiabulls
Real Estate Limited and transferring and vesting of the same in
Indiabulls Infrastructure and Power Limited (IIPL) which had the effect
of making IIPL the Promoter Group/ Holding company of the Company and
(b) the merger of Poena Power Supply Limited (PPSL), a wholly owned
subsidiary of the Company into the Company as a going concern.
Upon the effectuation of the Scheme I, an aggregate of 202,500,000
Equity shares of face value Rs. 10 each in the Company were issued in
favour IPL-PPSL Scheme Trust which was holding the share capital of
PPSL as on the date of effectiveness of the Scheme, resulting in an
increase in the paid up capital of the Company as it stood at such
point of time, from Rs.20,230,417,460/-divided into 2,023,041,746 Equity
shares of face valueRs. 10/- each to Rs.22,255,417,460/- divided into
2,225,541,746 Equity shares of face value Rs. 10/- each. IPL-PPSL Scheme
Trust holds these shares for the sole benefit of Indiabulls Power
The Scheme II after having received the approval of NSE and BSE and the
approval of the shareholders and creditors of the Company during the
fiscal 2010-2011, was sanctioned by the Hon''ble High Court of Delhi
vide its order dated May 24, 2012 and the same came into effect on June
2, 2012, bringing about the merger of IIDL with the Company as a going
Pursuant to and in terms of such Scheme an aggregate of 415,407,007
Equity shares of face value Rs. 10 each were issued in the Company in
favour the entities who were holding shares in IIDL as on the date of
effectiveness of said Scheme, thereby increasing the paid up share
capital of the Company as it stood at such point of time from Rs.
22,273,229,460/- divided into 2,227,322,946 Equity shares of face value
Rs. 10/- each (i.e. the Pre Scheme paid up capital) to Rs. 26,427,299,530/-
divided into 2,642,729,953 Equity shares of face value Rs. 10/- each.
The Company has not accepted any deposits from the public during the
year under review.
EMPLOYEE STOCK OPTIONS
Your Company has always looked upon its employees as a component,
critically important for the effectuation of its plans culminating in
its overall growth and development and therefore believes in the
philosophy of sharing the benefits of growth of the Company with them.
One of the ways devised by the Company to achieve this objective is the
grant of stock options through the launching of various stock option
schemes, which the Company believes, enable it to effectively
reciprocate the hard work and efforts put in by the employees, besides
serving as an excellent motivational tool so important to retain
quality talent in the Company.
At present there are three employee stock option schemes in force in
the Company namely, SPCL-IPSL Employee Stock Option Plan - 2008,
Indiabulls Power Limited. Employees Stock Option Scheme -2009 and
Indiabulls Power Limited. Employees Stock Option Scheme -2011 together
covering 90 million stock options convertible into an equivalent number
of equity shares of face value Rs. 10/- each in the Company.
The disclosures as required in terms of Clause 12.1 of the Securities
and Exchange Board of India (Employee Stock Option Scheme and Stock
Purchase Scheme) Guidelines, 1999 to be made in the Directors Report,
in respect of the stock option schemes in force in the Company, are set
out in an Annexure to this report.
In accordance with the general circular no. 2/2011 dated February 8,
2011 issued by the Ministry of Corporate Affairs, Government of India,
the Balance Sheet, Statement of Profit and Loss and other documents of
the subsidiary companies are not being attached with the Balance Sheet
of the Company. However, the financials of the subsidiary companies are
disclosed in the Annual Report in compliance with the said circular.
The Company will make available the Annual Accounts of the subsidiary
companies and the related detailed information to any member of the
Company/ subsidiaries who may be interested in obtaining the same. The
annual accounts of the subsidiary companies will also be kept open for
inspection at the Registered Office of the Company and that of the
respective subsidiary companies. The Consolidated Financial Statements
presented by the Company include the financial results of its
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review,
as stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to clause 49 of the Listing Agreements with the Stock
Exchanges, a detailed report on Corporate Governance is included in the
Annual Report. A Practicing Company Secretary''s Certificate certifying
the Company''s compliance with the requirements of Corporate Governance
stipulated under clause 49 of the Listing Agreement, is attached with
the Corporate Governance Report.
AUDITORS & AUDITORS'' REPORT
M/s Deloitte Haskins & Sells, Chartered Accountants (Registration
No.117365W), Auditors of the Company, will retire at the conclusion of
the ensuing Annual General Meeting and being eligible, offer themselves
for reappointment. The Company has received a certificate from the
Auditors to the effect that their reappointment, if made would be in
accordance with Section 224(1 B) of the Companies Act, 1956. The Board
recommends their re-appointment.
There being no reservation, qualification or adverse remark in the
Auditors'' Report, no explanation on part of the Board of Directors is
LISTING WITH STOCK EXCHANGES
The shares of the Company continue to be listed on NSE and BSE.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
The information required to be disclosed under Section 217(1 )(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, with
respect to conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo, is given in an Annexure to and forms a
part of this Report.
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees who are in
receipt of the remuneration equal to or in excess of the limits
specified under the said section, are required to be set out in the
Annexure to the Directors'' Report. Fiowever, as per the provisions of
Section 219( 1 )(b)(iv) of the said Act, the Annual Report excluding
the aforesaid information is being sent to all the Members of the
Company and others entitled thereto. Any member who is interested in
obtaining such particulars may write to the Company Secretary at the
Registered Office of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956 your
Directors confirm that:
1. in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures from the same;
2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2012 and the profit of the Company for
the year ended on that date;
3. the Directors have taken proper and sufficient care for maintaining
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
4. the Directors have prepared the Annual Accounts of the Company on a
''going concern'' basis.
Your Directors wish to express their gratitude for the continued
assistance and support received from the investors, bankers, financial
institutions and government authorities during the year. Your Directors
also wish to place on record their deepest sense of appreciation for
the efforts put in by the employees to place the Company on a path of
growth and progress.
For and on behalf of the Board of Directors
Place: New Delhi Sameer Gehlaut
Date: August 30, 2012 Chairman