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-0.05 (-2.04%) | 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 |
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| Source : Dion Global Solutions Limited | |
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