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Suzlon Energy
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Explore Suzlon Energy connections « Mar 10
Notes to Accounts Year End : Mar '11
1.  Exceptional Items
 
 The details of exceptional items aggregating to Rs 37.28 crore (Rs
 439.02 crore) are as below:
 
 (a) Loss on account of amortization of foreign exchange losses on all
 convertible bonds aggregating Rs Nil (Rs 162.34 crore) which includes
 Rs Nil (Rs 120.06 crore) being losses on Phase I bonds and Phase II
 bonds cancelled due to buy back and exchange.
 
 (b) (Gain)/loss on restructuring and refinancing of financial
 facilities aggregating Rs 37.28 crore (gain of Rs 248.76 crore)
 pertaining primarily to net gains arising from the buy-back and
 exchange of Phase I and Phase II bonds after offsetting various costs
 incurred in connection with the buy-back and exchange including consent
 fees, expenses of merchant bankers, etc.
 
 (c) Diminution, other than temporary, of the value of investments in
 certain subsidiaries aggregating Rs Nil crore (Rs 525.44 crore).
 
 2.  During the year the Company has recognised deferred tax asset of Rs
 55.64 crore on its brought forward losses of Suzlon Energy Limited. The
 Company believes that the recognition of deferred tax asset satisfies
 the conditions of virtual certainty prescribed under Accounting
 Standard – 22, Accounting for Taxes on Income as notified by the
 Companies (Accounting Standards) Rules, 2006 (as amended).
 
 3.  Foreign Currency Convertible Bonds
 
 (a) Initial terms of issue
 
 On June 11, 2007 the Company made an issue of zero coupon convertible
 bonds aggregating USD 300 million (Rs 1,223.70 crore) [Phase I bonds].
 Further, on October 10, 2007, the Company made an additional issue of
 zero coupon convertible bonds aggregating USD 200 million (Rs 786.20
 crore) [Phase II bonds] and on July 24, 2009, the company made an
 additional issue of zero coupon convertible bonds aggregating USD 93.87
 million (Rs 452.64 crore) at an issue price of 104.30% of the principal
 amount of USD 90.00 million.
 
 (b) Restructuring of Phase I and Phase II bonds
 
 i.  During the year 2009-10 , the Company restructured Phase I and
 Phase II Zero Coupon Convertible Bonds with an approval of the Reserve
 Bank of India (''RBI'') wherein the bondholders were offered the
 following options as part of the restructuring;
 
 - Buyback of bonds @ 54.55% of the face value of US $ 1000 per bond.
 
 - Issue of new bonds (''Phase I New Bonds'' in case of Phase I Bonds and
 ''Phase II New Bonds'' in case of Phase II Bonds) in place of old bonds
 at a fixed ratio of 3:5 (60 cents to dollar) bearing a coupon of 7.5
 per cent per annum, payable semi-annually. Unless previously redeemed,
 converted or purchased and cancelled, the Company will redeem each
 Phase I New Bond at 150.24 per cent of its principal amount and each
 Phase II New Bond at 157.72 per cent of its principal amount on the
 relevant Maturity Date. The conversion price is set at Rs 76.68 per
 share. These bonds do not have any financial covenants and are of the
 same maturity as the old bonds.
 
 - Consent fee of USD15 Million to be paid across both the series, for
 those bondholders who consent to the relaxation of covenants.
 
 ii.  On April 29, 2010, the Company convened meetings of Bondholders of
 each of the series, who approved the
 respective resolutions proposed to them. Accordingly post receipt of
 regulatory approvals, the Company changed the conversion price of the
 Phase I bonds from Rs.359.68 per equity share to Rs.97.26 per equity
 share and for Phase II bonds from Rs.371.55 to Rs.97.26 per equity
 share, subject to adjustments in accordance with terms and conditions
 of the bonds. The floor price for Phase I and Phase II bonds has been
 revised to Rs.74.025 per equity share.  The fixed exchange rate was
 changed to 1USD=Rs 44.60 from 1USD=Rs 40.83 for Phase I bonds and
 1USD=Rs 39.87 for Phase II bonds. The Company has incurred Rs.37.28
 crore towards consent fee to bondholders and other cost and disclosed
 under exceptional items for the year ended March 31, 2011.
 
 (c) Redemption Premium:
 
 The Phase I, Phase II, Phase I New, Phase II New, and Phase III bonds
 are redeemable subject to satisfaction of certain conditions mentioned
 in the offering circular and hence have been designated as monetary
 liability.
 
 In the opinion of the management, the likelihood of redemption of these
 bonds cannot presently be ascertained.  Accordingly no provision for
 any liability has been made in the financial statements and hence the
 proportionate premium has been shown as a contingent liability. The
 Company has adequate securities premium to absorb the proportionate
 premium on redemption as at March 31,2011.
 
 4.  The Company is in the process of seeking the required statutory and
 regulatory approvals, for implementing a Scheme of Arrangement and
 Restructuring (SOA). The following are the salient features of the SOA:
 
 I.  De-merger and consequent transfer of (a) Power Generation Division
 of Suzlon Towers And Structures Limited (''STSL'') a wholly owned
 subsidiary (WOS) of the Company to Suzlon Engitech Limited another
 wholly owned subsidiary (WOS) of the Company and (b) Project Execution
 Division of Suzlon Infrastructure Services Limited (''SISL'') a wholly
 owned subsidiary (WOS) of the Company to Suzlon Gujarat Wind Park
 Limited another wholly owned subsidiary (WOS) of the Company.
 
 II.  Amalgamation of STSL and SISL with the Company after giving effect
 to the above-mentioned de-merger and consequent transfer of their
 respective division.
 
 The ''Appointed Date'' fixed for this purpose is April 1, 2010. This SOA
 is subject to sanctions u/s 391 and 394 of the Companies Act, 1956 by
 the respective Honourable High Courts. Since the SOA is yet to be
 implemented, the financial statement does not contain any effect on
 account of this SOA
 
 5.  Suzlon Energy Limited (''SEL'' or ''the Company'') along with its 10
 Indian subsidiaries, collectively referred as Suzlon Entities
 executed a debt consolidation and refinancing arrangement (the
 ''Arrangement'') on February 5, 2010 with a consortium comprising of
 various banks and financial institutions (''Consortium'') lead by the
 State Bank of India as the Facility Agent and SBI Cap Trustee Company
 Limited as the Security Trustee.
 
 The entities covered includes Suzlon Energy Limited (''SEL''), Suzlon
 Towers and Structures Limited (''STSL''), Suzlon Infrastructure Services
 Limited (''SISL''), Suzlon Structures Limited (''SSL''), Suzlon Power
 Infrastructure Limited (''SPIL''), Suzlon Generators Limited (''SGL''),
 Suzlon Gujarat Wind Park Limited (''SGWPL''), SE Electricals Limited
 (''SEEL''), Suzlon Wind International Limited (''SWIL''), SE Composites
 Limited (''SECL''), Suzlon Engitech Limited (''SENL'') (hereinafter
 collectively referred to as the ''Suzlon Entities'' or individually as
 the ''Borrower'').
 
 The details of security for the secured loans are as follows:
 
 (i) Term loans from banks and financial institutions of Rs 3,214.59
 crore (Rs. 2,373.37 crore) and working capital facilities from banks
 and financial institutions of Rs 1,175.51 crore (Rs. 1,508.38 crore)
 availed under debt consolidation and refinancing arrangement are
 secured by first charge on all present and future tangible/intangible
 movable assets of each of the Borrowers, first charge on all present
 and future immovable assets (excluding the identified properties) of
 each of the Borrowers, first charge on all present and future
 chargeable current assets of each of the Borrowers, first charge over
 Trust and Retention Account (TRA) accounts of the Borrower, pledge of
 equity shares held by SEL in its 10 Indian subsidiaries forming part of
 the Suzlon Entities, pledge on equity shares of certain overseas
 subsidiaries held by step down overseas subsidiaries of SEL including
 Repower Systems AG (REPower), pledge of certain equity shares of SEL
 held by it''s promoters, guarantee of overseas subsidiary, personal
 guarantee of the managing director of SEL and limited personal
 guarantee of director of SSL.
 
 (ii) Term loan from others of Rs. 5.64 crore is secured by specific FD
 against it.
 
 6.  Other Notes
 
 (a) On July 12, 2010, the Company raised Rs 1,188.39 crore pursuant to
 a Rights Issue. The Company allotted 188,633,322 equity shares of Rs 2
 each at a premium of Rs 61 per equity share on a rights basis to the
 existing equity shareholders of the Company in the ratio of 2 equity
 shares for every 15 fully paid-up equity shares held by the existing
 equity shareholders on the record date. The primary objective of the
 rights issue was to discharge certain existing loans availed by the
 Company from its promoters. Consequently, loans of Rs 1,175.00 crore
 along with accrued interest of Rs 12.38 crore were discharged by
 conversion into equity shares of the Company.
 
 (b) On receipt of shareholders'' approval by way of Postal Ballot, on
 November 16, 2010, the Company issued and allotted 31,992,582 equity
 shares of Rs 2 each at a price of Rs 60 per share on preferential basis
 to ''IDFC Trustee Company Ltd. A/c IDFC Infrastructure Fund 3 A/c IDFC
 Private Equity Fund III'' (IDFC PE) as a consideration for acquisition
 of 41,254,125 equity shares of Rs 10 each in SE Forge Limited (SEFL), a
 subsidiary of the Company. Consequent to acquisition of IDFC PE''s stake
 in SEFL, SEFL became a wholly owned subsidiary of the Company.
 
 (c) On April 12, 2011, the Company has made an issue of 5% Foreign
 Currency Convertible Bonds due 2016 for a total amount of USD 175.00
 million (Rs.776.83 crores). The initial conversion price is set at
 Rs.54.01 per share and the same is subject to adjustments in certain
 circumstances.
 
 (d) Net foreign exchange gains aggregating Rs 136.90 crore (gain Rs
 62.88 crore) on long term foreign currency monetary items have been
 adjusted in the foreign currency monetary item translation difference
 account during the year. Further, foreign exchange gains aggregating Rs
 3.50 crore (Rs 202.99 crore) have been amortised during the year.
 
 (e) Creditors include acceptances of Rs 448.75 crore (Rs 454.58 crore).
 
 (f) Expenditure amounting to Rs 2.89 crore (Rs 1.42 crore) and Rs 1.58
 crore (Rs 1.56 crore) pertaining to employee remuneration and benefits;
 and operating and other expenditure respectively, being expenditure
 incurred in connection with the construction of certain self
 manufactured assets have been deducted from the respective expenditure
 heads and have been capitalised under appropriate asset heads.
 
 (g) The Company incurs expenditure on development of infrastructure
 facilities for power evacuation arrangements as per authorization of
 the state electricity boards (SEB)/nodal agencies. In certain cases the
 expenditure is reimbursed, on agreed terms, by the SEB/nodal agencies
 and in certain other cases the Company recovers it from the customers.
 Where the expenditure is reimbursed by the SEB/nodal agency, the cost
 incurred is reduced by the reimbursements received and the net amount
 is charged to profit and loss account. Where an arrangement is entered
 into with customers for power evacuation charges, the proportionate
 direct cost computed on per mega watt basis is netted off from the
 amount charged to customers and the net deficit/(surplus) is charged /
 credited to profit and loss account. The deficit/surplus from
 infrastructure development across all SEBs / nodal agencies is shown
 under infrastructure development expenses or other income as the
 case may be. Indirect expenses not directly relatable to power
 evacuation are charged to the respective account heads in profit and
 loss account.
 
 7.  Operating leases
 
 (a) Premises
 
 The Company has taken certain premises under cancellable operating
 leases. The total rental expense under cancellable operating leases
 during the period was Rs 8.65 crore (Rs 11.74 crore). The Company has
 also taken furnished/unfurnished offices and certain other premises
 under non-cancellable operating lease agreement. The lease rental
 charge during the year is Rs 1.27 crore (Rs 8.15 crore) and maximum
 obligations on long–term non-cancellable operating lease payable as per
 the rentals stated in respective agreement are as follows:
 
 (b) WTG''s
 
 The Company has taken WTGs on non-cancellable operating lease,
 chargeable on per unit basis of net electricity generated and
 delivered. The lease amount would be determined in the future on the
 number of units generated. Lease rental expense for the period is Rs
 2.50 crore (Rs 2.45 crore).
 
 Sublease rental income recognised in the statement of profit and loss
 account for the period is Rs 2.41 crore (Rs 2.45 crore).
 
 8.  Post employment benefits
 
 The Company has a defined benefit gratuity plan. Every employee who has
 completed five or more years of service is eligible for gratuity.
 Gratuity is computed based on 15 days salary based on last drawn salary
 for each completed year of service. The scheme is funded with an
 insurance company in the form of a qualifying insurance policy.
 
 The estimated future salary increase considered in actuarial valuation,
 takes into account the effect of inflation, seniority, promotion and
 other relevant factors such as supply and demand in the employment
 market. The overall expected rate of return on plan assets is
 determined based on the market prices prevailing as on balance sheet
 date, applicable to the period over which the obligation is to be
 settled.
 
 9.  Provisions
 
 The provision for performance guarantee (''PG'') represents the expected
 outflow of resources against claims for performance shortfall expected
 in future over the life of the guarantee assured. The period of
 performance guarantee varies for each customer according to the terms
 of contract. The key assumptions in arriving at the performance
 guarantee provisions are wind velocity, plant load factor, grid
 availability, load shedding, historical data, wind variation factor
 etc.
 
 The provision for operation, maintenance and warranty (''O&M'')represents
 the expected liability on account of field failure of parts of WTG and
 expected expenditure of servicing the WTGs over the period of free
 operation, maintenance and warranty, which varies according to the
 terms of each sales order.
 
 Provision for liquidated damages (''LD'') represents the expected claims
 which the Company may need to pay for non fulfilment of certain
 commitments as per the terms of the sales order. These are determined
 on a case to case basis considering the dynamics of each sales order
 and the factors relevant to that sale.
 
 10.  (a) Contingent liabilities
 
 Particulars                                 As at March 31,
 
                                            2011           2010
 
 Guarantees given on behalf of 
 subsidiaries in respect of loans       3,302.75       2,371.67 
 granted to them by banks/financial 
 institutions
 
 Premium on redemption of 
 convertible bonds                        579.21         377.22
 
 Claims against the Company not 
 acknowledged as debts*                    41.95          42.24
 
 Income tax matters pending in appeal      21.96          12.71
 
 Others                                     3.84           2.79
 
 *Claims against the company not acknowledged as debts include claims
 raised on the company by vendors of goods, which have not been accepted
 by the company as liabilities.
 
 The Company is a co-guarantor towards loan granted to its subsidiaries.
 
 11.  Related party disclosure
 
 As per Accounting Standard - 18 (AS 18) - ''Related Party Disclosure'',
 as notified by the Rules, the disclosures of transactions with the
 related parties as defined in the accounting standard are given below:
 
 a.  List of related parties and nature of relationships where control
 exists
 
 Name of the party I Nature of relationship
 
 AE Rotor Holding B.V.  Subsidiary company
 
 Age Parque Eolico El Almendro S.L Subsidiary company
 
 Cannon Ball Wind Energy Park-1, LLC Subsidiary company
 
 PowerBlades GmbH Subsidiary company
 
 PowerBlades SA Subsidiary company
 
 Rep Ventures Portugal S.A.  Subsidiary company
 
 REpower Australia Pty Ltd.  Subsidiary company
 
 REpower Benelux b.v.b.a.  Subsidiary company
 
 REpower Betriebs - und Beteiligungs GmbH Subsidiary company
 
 REpower Systems Inc. (Canada) Subsidiary company
 
 REpower Diekat S.A.  Subsidiary company
 
 REpower Espana S.L.  Subsidiary company
 
 REpower Geothermie GmbH Subsidiary company
 
 REpower Investitions - und Projektierungs GmbH & Co.  KG Subsidiary
 company
 
 REpower Italia s.r.l Subsidiary company
 
 REpower North (China) Ltd.  Subsidiary company
 
 REpower Portugal - Sistemas Eolicos, S.A.  Subsidiary company
 
 REpower Systems GmbH (earlier known as Einundzwanzigste Subsidiary
 company
 
 Vittorio Verwaltungs GmbH)
 
 REpower Systems Polska Sp.zo.o Subsidiary company
 
 REpower S.A.S.  Subsidiary company
 
 REpower Systems Scandinavia AB Subsidiary company
 
 REpower Systems AG Subsidiary company
 
 REpower UK Ltd.  Subsidiary company
 
 REpower USA Corp.  Subsidiary company
 
 REpower Wind Systems Trading (China) Ltd.  Subsidiary company
 
 REpower Windpark Betriebs GmbH Subsidiary company
 
 RETC Renewable Energy Technology Centre Subsidiary company
 
 RPW Investments SGPS,SA Subsidiary company
 
 Renewable Energy Contractors Australia Pty Ltd Subsidiary company
 
 RiaBlades S.A.  Subsidiary company
 
 SE Composites Limited Subsidiary company
 
 SE Drive Technik GmbH Subsidiary company
 
 SE Electricals Limited Subsidiary company
 
 SE Forge Limited Subsidiary company
 
 SE Solar Limited Subsidiary company
 
 SISL Green Infra Limited Subsidiary company
 
 Sure Power LLC Subsidiary company
 
 Suzlon Blade Technology B.V.  Subsidiary company
 
 Suzlon Energia Elocia do Brazil Ltda Subsidiary company
 
 Suzlon Energy (Tianjin) Limited Subsidiary company
 
 Suzlon Energy A/S Subsidiary company
 
 Suzlon Energy Australia Pty. Ltd.  Subsidiary company
 
 Suzlon Energy Australia RWFD Pty Ltd Subsidiary company
 
 Suzlon Energy Australia CYMWFD Pty Ltd Subsidiary company
 
 Suzlon Energy B.V.  Subsidiary company
 
 Suzlon Energy GmbH Subsidiary company
 
 Suzlon Energy Korea Co., Ltd.  Subsidiary company
 
 Suzlon Energy Limited, Mauritius Subsidiary company
 
 Suzlon Engitech Limited Subsidiary company
 
 Suzlon Generators Limited Subsidiary company
 
 Suzlon Gujarat Wind Park Limited Subsidiary company
 
 Suzlon Infrastructure Services Limited Subsidiary company
 
 Suzlon North Asia Ltd Subsidiary company
 
 Suzlon Power Infrastructure Limited Subsidiary company
 
 Suzlon Rotor Corporation Subsidiary company
 
 Suzlon Structures Limited Subsidiary company
 
 Suzlon Towers and Structures Limited Subsidiary company
 
 Suzlon Wind Energy A/S Subsidiary company
 
 Suzlon Wind Energy BH Subsidiary company
 
 Suzlon Wind Energy Bulgaria EOOD Subsidiary company
 
 Suzlon Wind Energy Corporation Subsidiary company
 
 Suzlon Wind Energy Equipment Trading (Shanghai) Co., Ltd.  Subsidiary
 company
 
 Suzlon Wind Energy Espana, S.L Subsidiary company
 
 Suzlon Wind Energy Italy s.r.l.  Subsidiary company
 
 Suzlon Wind Energy Limited Subsidiary company
 
 Suzlon Wind Energy Nicaragua Sociedad Anonima Subsidiary company
 
 Suzlon Wind Energy Portugal Energia Elocia Unipessoal Lda Subsidiary
 company
 
 Suzlon Wind Energy Romania SRL Subsidiary company
 
 Suzlon Wind Enerji Sanayi Ve Ticaret Limited Sirketi Subsidiary company
 
 Suzlon Wind Energy South Africa (PTY) Ltd Subsidiary company
 
 Suzlon Windenergie GmbH Subsidiary company
 
 Suzlon Wind International Limited Subsidiary company
 
 Suzlon Windpark Management GmbH Subsidiary company
 
 Tarilo Holding B.V.  Subsidiary company
 
 Valum Holding B.V.  Subsidiary company
 
 Ventipower S.A.  Subsidiary company
 
 WEL Windenergie Logistik GmbH Subsidiary company
 
 Windpark Blockland GmbH & Co KG Subsidiary company
 
 Windpark Olsdorf Watt Gmbh & Co. KG Subsidiary company
 
 b.  Other related parties with transactions have taken place during the
 year:
 
 (I) Associates:
 
 Hansen Transmission International NV
 
 (ii) Entities where key management personnel (''KMP'') / relatives of key
 management personnel (''RKMP'') have significant influence:
 
 Sarjan Realities Limited, Synefra Engineering & Construction Limited,
 Tanti Holdings Private Limited, Suzlon Foundation, Girish R. Tanti
 (HUF), Sanman Holdings Private Limited, SE Energy Park Limited, Suruchi
 Holdings Private Limited, Sugati Holdings Private Limited, Synew Steel
 Limited, Salene Power Infrastructure Limited (formerly known as Sarjan
 Infrastructure Finance Limited)
 
 (iii) Key management personnel of Suzlon Energy Limited:
 
 Tulsi R. Tanti, Girish R. Tanti, Vinod R. Tanti *
 
 (iv) Relatives of key management personnel of Suzlon Energy Limited:
 
 Jitendra R. Tanti, Nidhi T. Tanti
 
 (v) Employee funds:
 
 Suzlon Energy Limited – Superannuation Fund.
 
 Suzlon Energy Limited – Employees Group Gratuity Scheme.
 
 * He is RKMP till October 31, 2010 and appointed as a whole-time
 director of the company with effect from 1st November 2010.
 
 12.  Additional information pursuant to the provisions of paragraphs 3,
 4B, 4C, 4D of part II of schedule VI of the Companies Act, 1956.
 
 b.  Licensed and installed capacities and production
 
 Licensed capacity - The products manufactured and sold by the Company
 i.e., WTG''s and components have not been included in the list of
 mandatory items, which require a license under the New Industrial
 Policy in terms of Notification no. S.O.477 (E) dated 25th July, 1991;
 and hence, licensing requirements are not applicable to the products
 manufactured by the Company.
 
 Installed capacity - The installed capacities are not precisely
 ascertainable, given the nature of operations, changes in product mix
 and utilisation of manufacturing facilities and hence, have not been
 disclosed.
 
 13.  Segment reporting
 
 As permitted by paragraph 4 of Accounting Standard-17 (AS - 17),
 ''Segment Reporting'', if a single financial report contains both
 consolidated financial statements and the separate financial statements
 of the parent, segment information need be presented only on the basis
 of the consolidated financial statements. Thus, disclosures required by
 AS 17 are given in consolidated financial statements.
 
 14.  Prior year amounts have been reclassified wherever necessary to
 conform with current year presentation. Figures in the brackets are in
 respect of the previous year.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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