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Indosolar
BSE: 533257|NSE: INDOSOLAR|ISIN: INE866K01015|SECTOR: Miscellaneous
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« Mar 11
Notes to Accounts Year End : Mar '12
a.  Term and rights attached to Equity shares
 
 The Company has only one type of equity shares having par value of Rs.
 10 each per share. All shares rank pari passu with respect to dividend,
 voting rights and other terms. Each shareholder is entitled to one vote
 per share except, in respect of any shares on which any calls or other
 sums payable have not been paid. The Company pays and declares
 dividends in Indian Rupees. The dividend proposed, if any, by the Board
 of Directors is subject to approval of shareholders in the ensuing
 Annual General Meeting. The repayment of equity share capital in the
 event of liquidation and buy back of shares are possible subject to
 prevalent regulations. In the event of liquidation, normally the equity
 shareholders are eligible to receive the remaining assets of the
 Company after distribution of all preferential amounts, in proportion
 to their shareholding.
 
 b.  Aggregate number of equity shares issued for consideration other
 than cash and shares bought back during the period of five years
 immediately preceding 31st March, 2012
 
 (i) 185,000 equity shares (in ''000) of Rs. 10 each, fully paid and
 15,000 equity shares (in ''000) of Rs. 0.50 each partly paid were issued
 to the shareholders of erstwhile Indosolar Limited in the year ended
 31st March, 2009 in accordance with the scheme of amalgamation. Such
 partly paid equity shares were made fully paid prior to the effective
 date of scheme of amalgamation i.e. 24th September, 2009.
 
 (ii) No shares have been bought back during the five-year period ended
 31st March, 2012 (31st March, 2011).  guarantees given by the Directors
 of the Company i.e. Mr. B. K. Gupta and Mr. H.R. Gupta.
 
 1 DEBT RESTRUCTURING
 
 i) Background
 
 The Company had set up a green field project for manufacturing Solar
 Photovoltaic cells with a capacity of 160 MW, comprising two lines of
 80 MW each under Phase -I and are in the process of setting up an
 additional manufacturing facility Line -3 with a 200 MW capacity under
 Phase - II, at Plot No. 3C/1 Ecotech-II, Udyog Vihar Greater Noida in
 the State of Uttar Pradesh. The existing lending banks (''Lenders'') had,
 at the request of the Company, sanctioned Term loans, deferred payment
 guarantee facilities and working capital facilities on such terms and
 conditions as contained in various loan agreements / facility
 agreements entered into between the Company and the Lenders.
 
 ii) Conditions leading to restructuring
 
 The Company witnessed significant downturn due to weak demand both
 globally as well as in the domestic market and incurred significant
 cash and operating losses during the year. Also, the current mismatch
 between cost and selling prices resulted in the stoppage of plant from
 September, 2011, which severely impacted the cash flow position of the
 Company that prompted the filing of a restructuring package of its
 existing loans with the Corporate Debt Restructuring Cell (''CDR Cell'').
 At the request of the Company and in consideration of its commitment to
 improve its operations, the application so filed was referred to the
 Corporate Debt Restructuring Forum, a non-statutory voluntary mechanism
 set up under the aegis of the Reserve Bank of India (hereinafter
 referred to as the CDR). Pursuant thereto, the CDR Empowered Group at
 their meeting held on 30th January, 2012 approved a restructuring
 package in terms of which the existing loans were restructured and
 certain additional financial assistance was proposed to be extended to
 the Company as set out in the Letter of Approval dated 7th March, 2012
 issued by Corporate Debt Restructuring Cell to the Lenders and the
 Company (hereinafter referred to as the CDR Package)
 
 The terms and conditions of the CDR are binding on the Lenders and the
 Company, effective from the date of the signing of the Master
 Restructuring Agreement (''MRA'') i.e. 28th March, 2012 (except in case
 of Indian Bank wherein the (''MRA'') is yet to be signed) with each of
 the Lenders. Under the CDR package, the Company is entitled to the
 reliefs and concessions granted by the Lenders pursuant to the Approved
 CDR Package, with effect from 1st July, 2011 (''the Relevant Date''). In
 connection with obtaining the necessary approvals for restructuring of
 existing loans, the promotors were required to contribute funds in
 accordance with sanction letter. As a consequence, the Company received
 an unsecured loan from its promotors amounting to Rs. 950.00.
 
 iii) Principal terms of the Master restructuring Agreement (''MRA'') in
 accordance with the CDR scheme.
 
 a) Waivers of existing events of default and the consequential effect
 thereof:
 
 The Company in accordance with the terms and conditions of the MRA
 agreed to the reconstitution of the Existing Loans due to the Lenders
 pursuant to the CDR Package. As part of the restructuring arrangement,
 the Lenders waived any existing Events of Default in connection with
 the Existing loans and any rights, remedies or powers that had arisen
 in connection therewith. Also, each of the Lenders waived the
 obligation of the Company to pay any liquidated damages, default or
 penal interest / interest / further interest charged by the Lenders in
 excess of the interest rates specified in the existing documents for
 financing and security of such Lender as they existed prior to 1st
 July, 2011, without considering any increase in such rates on account
 of the occurrence of any default under such documents, together with
 compound interest, penalties or any other charges thereon under those
 documents of such Lender during the period commencing on 1st July, 2011
 and ending on 30th June, 2013.
 
 b) Restructuring of the Existing loans:
 
 - Each of the Lenders and Company agreed that the Existing Loans shall
 be reconstituted as follows:
 
 - Existing Rupee Term Loans of Rs. 34,485.82 together with all
 interest, charges, costs, expenses and any other amounts accrued and
 outstanding on 1st July, 2011 has been reconstituted into Facility -A;
 
 - The existing Short Term Loan of Rs. 2,200.00 from Andhra Bank
 outstanding as on 1st July, 2011 i.e.  the Cut-off date shall be
 rescheduled and converted into Priority Medium Term Loan as Facility
 -B;
 
 - The estimated amount of irregularity as on 31st March, 2012 in
 Working Capital Limits previously consisting of cash credit, packing
 credit, buyer''s credit facility and bill discounting on the basis of
 prevailing exchange rates, prevailing realisable value of inventory
 etc. including irregularities due to anticipated devolvement of LCs
 upto 31st March, 2012, subject to reconciliation at the time of
 implementation, shall stand converted into WCTL as Facility - C;
 
 - The outstanding amount on account of interest on Secured term loans,
 interest on Short term loan, interest on WCTL and interest on existing
 Working Capital from cut-off date till 30th June, 2013, not exceeding
 Rs. 9,845.00 shall stand funded by way of Funded Interest Term Loan
 (FITL) as Facility - D
 
 c) Sanction for additional funding
 
 1.  Project Loan from Union Bank of India
 
 Union Bank of India (''UBI'') sanctioned a Project Loan amounting to Rs.
 27,500 (including Priority Term Loan of Rs. 4,700). The Project Loan by
 UBI has been sanctioned in the following manner:
 
 a) The Company has been sanctioned Rs. 22,800 Letter of Credit (LC)
 opened in favour of M/s. Schmid Technology Systems GmbH (''Schmid'') by
 UBI, for a period of 35 months from the date of shipment out of term
 loan disbursement. In accordance with the said arrangement, the same
 shall be converted into Term Loan in February, 2014. Schmid discounted
 the said Letter of Credit with their bankers (counterparty bank) and
 UBI in consultation with the Company and Schmid, entered into a
 Deferred payment credit facility with the counterparty bank wherein, a
 sum of Rs. 22,142.26 has been paid by the counterparty bank to M/s.
 Schmid towards imported capital goods . UBI is paying the interest in
 respect relating to such financing to the counterparty bank, which is
 being charged to the Company.  In accordance with the terms of the
 agreement with Schmid and the Deferred payment facility, there is no
 obligation to pay to Schmid as the same has been discharged by the
 counterparty bank. As a consequence, UBI has an obligation towards the
 counterparty bank to repay the loan in accordance with the terms agreed
 at the end of the Letter of credit term i.e. 35 months from the date of
 shipment.  Such amount payable under the Deferred payment mechanism has
 therefore been classified as Long term borrowings.
 
 b) Rs. 4,700 out of the said Project Loan shall be disbursed by UBI to
 the Company towards capital expenditure.
 
 2.  Medium term loan
 
 As part of the CDR package the Lenders have agreed to provide
 additional funding in the form of medium term loans of Rs.10,000 for
 the implementation of 200 MW Plant in the proportion of the outstanding
 exposure to the Company as on the 1st July, 2011. Such funding shall be
 in the form of deferred letter of credit for 35 months which shall be
 funded by the Priority loans.
 
 d) Reset of Interest Rate:
 
 The Lenders who are part of the consortium of banks, alongwith the
 approval of CDR EG, shall have a right to reset the rate of interest on
 the term loans after every three years (or short period as decided by
 the CDR EG) and working capital interest rate every year.
 
 e) Consequential effect of the CDR Scheme on the interest cost and the
 classification of the interest accrued on borrowings as loans
 
 As explained in note 6 (iii) (a) above, the Lenders waived the
 obligation of the Company to pay any liquidated damages, default or
 penal interest / interest / further interest charged by the Lenders in
 excess of the concessional rates approved under the CDR package from
 1st July, 2011, the consequential effect has been that there has been a
 credit received from the Lenders amounting to Rs 1,201.70 and the
 balance of interest accrued outstanding as at 31st March, 2012 relating
 to various facilities amounting to Rs 3,502.00 transferred to FITL.
 
 f) Balances outstanding in relation to facilities availed from Indian
 Bank pending finalisation and approval
 
 As explained in note (ii) above, one of the consortium banks i.e.
 Indian Bank is yet to sign the Master Restructuring Agreement. However,
 management believes that as per RBI guidelines the CDR package has been
 approved by super majority of the consortium of banks. Accordingly, the
 owings to this particular bank have been reclassified and interest has
 been recalculated in accordance with the CDR package. The short term
 borrowings comprising cash credit amounting to Rs 1,223.92 and devolved
 Letter of Credit amounting to Rs. 511.57 have been reclassified as Long
 term borrowing (Rs. 1,402.43) and Short term borrowings (Rs.  333.06)
 as at 31st March, 2012. The existing term loan of Rs. 5,996.79 has been
 disclosed as long term borrowing with Nil current maturities. The
 interest due w.e.f 1st July, 2011 till 31st March, 2012 at revised
 rates amounting to Rs. 549.73 has been reclassified as a Funded
 Interest Term Loan. The above reclassifications and interest
 calculations are subject to reconciliation and approval by this
 particular bank.
 
 ** Details of dues to micro and small enterprises defined under the
 MSMED Act, 2006
 
 The Ministry of Micro, Small and Medium Enterprises has issued an
 Office Memorandum dated 26th August, 2008 which recommends that Micro
 and Small Enterprises should mention in their correspondence with their
 customers the Entrepreneurs Memorandum number as allocated after filing
 of the Memorandum. Based on information received and available with the
 Company, there are no amounts payable to Micro and Small Enterprises as
 at 31st March, 2012.  Based on the information presently available with
 the Company, there are no dues outstanding to micro and small
 enterprises covered under the Micro, Small and Medium Enterprises
 Development Act, 2006.
 
 * Fixed deposits includes Rs. 413.08 (previous year Rs. 1,190.00 ) as
 margin money against guarantees issued by bank.
 
 # Fixed deposits includes Rs. 2,375.30 (previous year Rs. 2,595.30 ) as
 margin money against guarantees issued by bank. Rs. 2,375.00 (previous
 year Rs. 2,375.00) have been funded from monies received from initial
 public issue.  Also, refer note 41.
 
 3 The Global Photovoltaic sector remains in a structural oversupply in
 2012 with an estimated capacity likely to be in the region of 50GW with
 the operating capacity being lower than that. Correspondingly, the
 demand would be approximately 35GW. It is expected that China, USA,
 Japan and India shall be the main demand growth drivers in 2012.
 
 The Indian Solar Energy Market has developed over the last few years
 mainly due to the National Solar Mission (''NSM'') and the State Solar
 programs. Annual installed capacities/projections are as under:
 
 The market size estimates in some of the expert reports (Deustche Bank
 and McKinsey) suggest that the annual capacity may be much higher
 compared to the above projections. The most recently conducted bidding
 process by NTPC Vidyut Vyapar Nigam Limited (''NVVN'') under National
 Solar Mission (NSM) led to a sharper than expected reduction in the
 Project Costs Assumptions due to aggressive bidding. As a consequence,
 this has impacted the
 
 price points for Solar cells and Modules, thus making the economics
 challenging at this point in time. Project developers are also facing
 difficulties in obtaining Financial Closure from Banks for their
 Projects, which is further delaying the finalization of orders for
 Solar cells and Modules.
 
 The current mismatch between cost and selling prices has resulted in
 the stoppage of plant from September, 2011, which severely impacted the
 cash flow position of the Company that prompted the filing of a
 restructuring package with the Corporate Debt Restructuring Cell. In
 connection therewith, the Company prepared Cash Flow projections after
 taking into account the current business realities and such cash flows
 have been incorporated in the CDR package which has been approved by
 the consortium of banks. Management has simultaneously implemented
 operational improvement actions and new initiatives as part of the
 compensating actions to protect the margins in the context of the
 current price erosion. The cash flow projections have been prepared
 with an assumption that the project developers shall be able to achieve
 financial closures and that the Company shall be able to garner a
 reasonable share of demand both under NSM and State Solar Missions with
 sustainable and reasonable gross margins despite low selling prices.
 The Company''s cash flow projections are largely dependent upon the
 achievement of all these factors.
 
 Management believes that the sector requires significant government
 support and policy intervention to support the viability of the sector.
 A few such policy initiatives under active discussion and the outcome
 of which is awaited at this point in time relate to:
 
 - The Imposition of Anti Dumping Duty on goods from China, Taiwan,
 Malaysia & USA as per the petition filed by The Solar Manufacturers
 Association of India on 18th January, 2012;
 
 - The continuance and increasing scope of Local Content Requirement
 [''LCR''] for the PV cells in Phase II of NSM [2013 to 2017]; and
 
 - Commitment of the government to the National Solar Mission and State
 Solar Missions.
 
 As a result of the above significant uncertainties and possible changes
 in the business dynamics mentioned above, the outcome of which
 including consequential impact on the Company''s cash flows will be
 known only in the ensuing period, the cash flows that were prepared by
 management and as approved by the CDR cell have been considered for
 impairment assessment. Based on such analysis, the cash flow
 projections do not indicate impairment as at 31st March, 2012 .
 
 4 Commitments
 
 a) Estimated amount of contracts remaining to be executed on capital
 account (net of advances) not provided for Rs. 2,674.30 (previous year
 Rs. 26,903.16).
 
 b) For commitments relating to lease arrangements (refer note 30)
 
 c) For commitments relating to net positive foreign exchange earnings
 (refer note 36).
 
 5 Lease taken by the Company
 
 The Company has various operating leases under cancellable and non
 cancellable operating lease arrangements for plant and machinery,
 office premises, accommodation for employees and other assets which are
 renewable on a periodic basis. Rent expenses for operating leases
 included in the Statement of Profit and Loss is Rs. 266.35 (Previous
 year: Rs. 372.55).
 
 6 The Company had imported machinery, raw material and incurred other
 expenses in foreign currency amounting to Rs. 124,066.77 (previous year
 Rs. 113,705.52) till 31st March, 2012. Such machinery and raw material
 have been imported without payment of customs duty, being an Export
 Oriented Unit, on the basis of an undertaking given to customs
 authorities that the Company shall be able to earn a net positive Net
 Foreign Exchange within ten years from the commencement of its
 operation. At year end (i.e. after three years of commencement of its
 operations), the Company''s earnings is a negative Net Foreign Exchange
 Earnings of Rs. 16,123.90 (previous year Rs. 9,018.29).  Management is
 confident that they would be able to achieve a positive net foreign
 exchange during the unexpired period. Also, refer note 29.
 
 7 Related party disclosures List of related parties
 
 a) Parties where control exists :
 
 i) Key managerial personnel controlling the Company Mr. H.R Gupta Mr.
 B.K Gupta
 
 b) Other related party relationships where transactions have taken
 place during the year
 
 i) Relatives of key managerial personnel controlling the Company Mrs.
 Priya Desh Gupta
 
 ii) Other key managerial personnel Mr. A.K Agarwal
 
 8 Employees benefit
 
 Disclosure in respect of employee benefits under Accounting Standard 15
 Employee Benefits prescribed by the Companies (Accounting Standards)
 Rules, 2006:
 
 a) Defined Contribution Plans: The Company has recognised Rs. 77.50
 (Previous year Rs. 75.53) related to employers'' contribution to
 Provident Fund and Employees State Insurance Scheme in the Statement of
 Profit and Loss.
 
 b) Post employment benefit plan in the form of gratuity:
 
 The Company has a post employment benefit in the form of gratuity
 wherein the last drawn salary plus dearness allowance is used to
 compute gratuity as per the provisions of the Payment of Gratuity Act,
 1972. A period of 5 years has been considered as vesting and the
 maximum benefit that can be availed under the scheme is Rs.  10.00 .
 
 9 Segment Information
 
 (a) Information about primary business segment
 
 In the opinion of the management, there is only one reportable segment
 i.e. manufacturing of solar cells, as envisaged by Accounting Standard
 17 Segment Reporting, prescribed by the Companies (Accounting
 Standards) Rules, 2006.
 
 (b) Information on secondary/ geographical segment
 
 The Company sells its products to various customers within the country
 and also exports to other companies.  Considering the size and
 proportion of exports to local sales, the Company considers sales made
 within the country and exports as different geographical segments.
 
 10 During the previous year ended 31st March 2011, the Company incurred
 significant losses on account of delay in stabilization of one of its
 lines that had become operational in March, 2010. As a consequence, the
 Company claimed compensation for operational losses incurred during the
 period April, 2010 to September, 2010 from its vendor. In lieu of such
 claim, the Company received cash compensation amounting to Euro 50.00
 lakhs (equivalent to Rs. 3,167.65) from its supplier of machinery. Such
 claim had been disclosed as an exceptional item in the Statement of
 Profit and Loss.
 
 11 Shareholders had passed ordinary resolution through postal ballot on
 31st January, 2011 to empower and authorise the Board of Directors to
 vary terms and contracts mentioned in the prospectus dated 18th
 September, 2010, vary/ amend/ alter the utilisation of net proceeds
 inter se one or other of the purposes for their utilisation, described
 in the said prospectus on even date and utilise any part of the net
 proceeds for a purpose or purposes other than those described in the
 said prospectus. The funds raised and utilised by the Company are as
 under:
 
 12 During the year, the Company received a loan amounting to Rs. 531.38
 from a foreign company to satisfy one of the stipulation of CDR package
 [also refer to note 6(ii)]. Such loan is categorised as External
 Commercial Borrowings in respect of which certain regulatory
 formalities were to be complied with and clearances were to be obtained
 prior to the receipt of such loan. Management has compiled the
 necessary documentation and have filed the application with the Reserve
 Bank of India on 22nd May, 2012 for condonation of non compliance with
 such regulatory requirements
Source : Dion Global Solutions Limited
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