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Suzlon Energy
BSE: 532667|NSE: SUZLON|ISIN: INE040H01021|SECTOR: Infrastructure - General
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« Mar 11
Notes to Accounts Year End : Mar '12
1.  Corporate Information
 
 Suzlon Energy Limited (''SEL'' or the ''Company'') is a public company
 domiciled in India and incorporated under the provisions of the
 Companies Act, 1956 (the ''Act''). Its shares are listed on two stock
 exchanges in India. The Company is primarily engaged in the business of
 manufacturing of wind turbine generators(''WTGs'')and related components
 of various capacities.
 
 Basis of preparation
 
 The financial statements of the company have been prepared in
 accordance with generally accepted accounting principles in India
 (Indian GAAP). The company has prepared these financial statements to
 comply in all material respects with the accounting standards notified
 under the Companies (Accounting Standards) Rules, 2006, (as amended)
 and the relevant provisions of the Companies Act, 1956. The financial
 statements have been prepared on an accrual basis and under the
 historical cost convention; except in case of assets for which
 provision for impairment is made and revaluation is carried out.
 
 The accounting policies adopted in the preparation of financial
 statements are consistent with those of previous year, except for the
 change in accounting policy explained below.
 
 2.  Scheme of Arrangement and Restructuring for Merger and De-merger
 
 a.  The Company implemented a Scheme of Arrangement and Restructuring
 (''Scheme''). The ''Appointed Date'' fixed for this purpose was April
 1,2010. The following were the salient features of the Scheme.
 
 - 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
 WOS of the Company; and (b) Project Execution Division of Suzlon
 Infrastructure Services Limited (''SISL''),a WOS of the Company to Suzlon
 Gujarat Wind Park Limited, another WOS of the Company.
 
 - Amalgamation of STSL and SISL with the Company after giving effect to
 the above-mentioned de-merger and consequent transfer of their
 respective division.
 
 b.  During the year, the Scheme has been sanctioned by the Hon''ble High
 Court at Gujarat vide Order dated August 10,2011and Hon''ble High Court
 of Judicature at BombayvideOrderdatedSeptember02,2011.
 
 Accordingly, all the assets and liabilities of Power Generation
 Division of STSL and Project Execution Division of SISL are considered
 to be transferred and vested with Suzlon Engitech Limited and Suzlon
 Gujarat Wind Park Limited (''Resulting Companies'') respectively,
 Resulting Companies have issued equity shares to the shareholder of STS
 Land SISL and thereafter both the companies, viz., STSL and SISL
 (''Transferor Companies'') have been amalgamated with the Company
 (''Transferee Company'') on appointed date i.e. with effect from April
 1,2010 as per the Scheme.
 
 c.  Amalgamation of STSL and SISL with the Company has been accounted
 for under the Pooling of Interest Method (Amalgamation in the nature
 of Merger) as prescribed by Accounting Standard 14 - Accounting for
 Amalgamations.  Accordingly, all the assets, liabilities and reserves
 of STS Land SISL (after the de-merger of Power Generation Division of
 STSL and Project Execution Division of SISL as per the Scheme) as at
 April 1, 2010 have been taken over at their book values. The inter se
 holding of the shares of the Transferor Companies held by the
 Transferee Company is cancelled. Loan and advances and other dues
 outstanding between Transferee Company and Transferor Companies are
 cancelled.  After giving above mentioned effect, the difference between
 the excess Of the book value of the assets over the book value of
 liabilities and reserves is adjusted to Capital Reserve and the excess
 of the book value of the liabilities and reserves over the book value
 of the assets is adjusted to General Reserve.
 
 d.  The net impact of incomes accruing and expenses in curried by the
 Transferor Companies from the appointed date i.e. April 1, 2010 to
 March 31, 2011 is directly made to statement in profit and loss shown
 under Note 6 Reserves and Surplus. The incomes accruing and expenses
 incurred by the Transferor Companies from April 1, 2011 till the date
 of High Court Order have been incorporated in the statement of profit
 and loss drawn for the current financial year, as the Transferor
 Companies carried on the existing business in trust on behalf of the
 Company and all the vouchers, documents, etc. for that period were made
 in the name of the Transferor Companies i.e. STS Land SISL
 respectively.
 
 e.  Pursuant to the Scheme of Arrangement and Restructuring, no new
 shares have been issued by the Transferee Company to the share holders
 of the Transferor Companies since the Transferor Companies are Wholly
 Owned Subsidiaries of the Transferee Company and on account of the
 scheme being effective, the shares of Transferor Companies as held by
 the Transferee Company have got cancelled.
 
 f.  In view of the a foresaid amalgamation, the figures of current year
 are not comparable to those of the previous year.
 
 2.  The Company has certain foreign currency convertible bonds
 (''FCCBs'') having an aggregate face value of USD 389.04 Million (Rs
 1,979.24 crore) due for redemption in June 2012 and October 2012. The
 redemption value of these FCCBs on respective redemption dates would
 aggregate to approximately USD 568.96 Million (Rs 2,894.58 Crore). In
 order to meet the redemption obligations, the management is actively
 pursuing various options, which include raising of additional finance
 in the form of debt, high yield bonds, equity etc. Discussions on each
 of these options is in process and the management is confident that the
 Company will be able to generate the required funds for redemption
 within the agreed period. Accordingly, the above results have been
 prepared on the basis that the Company is a going concern, and no
 adjustments are considered necessary in the values of the assets and
 liabilities of the Company.
 
 On July 12, 2010, the Company raised Rs 1,188.39 crore pursuant to a
 Rights Issue of equity shares. 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
 then existing equity shareholder son the record date.
 
 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.
 
 b.  Terms/rights attached to equity shares
 
 The Company has only one class of equity shares having a par value of
 Rs 2 each. Each holder of equity shares is entitled to one vote per
 share except for the underlying depository shares held against the
 Global Depository Receipts (''GDRs'').
 
 Holders of the GDRs have no voting rights with respect to the Equity
 shares represented by the GDRs. Deutsche Bank Trust Company Americas
 (the ''Depositary''), which is the shareholder on record in respect of
 the equity shares represented by the GDRs ,will not exercise any voting
 rights in respect of the equity shares against which GDRs are issued,
 unless it is required to do so by law. Equity shares which have been
 withdrawn from the depositary facility and transferred on the Company''s
 register of members to a person other than the Depositary, ICICI Bank
 Limited (the Custodian) or a nominee of either the Depositary or the
 Custodian may be voted by the holders thereof.
 
 As regard the shares, which did not have voting rights as on March 31,
 2012 are GDRs - 793,099 (equivalent shares 3,172,396) and as on March
 31,2011areGDRs-1,064,641(equivalentshares-4,258,564).
 
 The Company declares and pays dividends in Indian rupees. The dividend
 proposed by the Board of Directors is subject to approval of the
 shareholders in the ensuing Annual General Meeting.
 
 In the event of liquidation of the Company, the holder of equity shares
 will be entitled to receive remaining assets of the Company, after
 distribution of all preferential amounts. The distribution will be in
 proportion to the number of equity shares held by the shareholders.
 
 In addition, the Company has issued 2,573,500 shares (March 31, 2011
 3,740,500 shares) during the period of five years immediately preceding
 the reporting date on exercise of options granted under the employee
 stock option plan (ESOP) wherein part consideration was received in the
 form of employee services.
 
 d.  Shares reserved for issue under options
 
 For details of shares reserved for issue under the employee stock
 option (ESOP) plan of the Company, please refer note no 28.
 
 For details of shares reserved for issue on conversion of FCCBs, please
 refer note no 7(II) for terms of conversion / redemption.
 
 Note a:**The shareholding of Tanti Holdings Private Limited for the
 financial year ended on March 31, 2012 includes shares held by Sanman
 Holdings Private Limited which has since been merged with Tanti
 Holdings Private Limited by virtue of orders passed by the Honorable
 High Courts. The scheme has become effective from the appointed date
 i.e.  April 1,2010.
 
 Note b: As per records of the Company, including its register of
 shareholders/ members and other declarations received from shareholders
 regarding beneficial interest, the above shareholding represents both
 legal and beneficial ownerships of shares.
 
 I.  Details of security
 
 The Company along with its 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 under the arrangement 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 Blades Limited (''SEBL''), Suzlon Engitech Limited (''SENL'')
 (hereinafter collectively referred to as the ''Suzlon Entities'' or
 Individually as the ''Borrower'').
 
 ** refer note 3forScheme of Arrangement and Restructuring for Merger
 and De-merger.
 
 a.  Term loans from banks and financial institutions of Rs 3,348.00
 Crore (Rs 3,201.71 Crore) of which Rs 3,034.20 Crore (Rs 3,073.64
 Crore) has been classified as long term borrowing and Rs 313.80 Crore
 (Rs 128.07 Crore) as current maturities of long term borrowings, and
 working capital facilities from banks of Rs 1,888.76Crore(Rs1,175.51
 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) of the Borrowers, 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 SE (RE power), 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.
 
 b.  Term loan from others of Rs 2.21 Crore (Rs 5.64 Crore), of which Rs
 Nil (Rs 1.94 Crore) has been classified as long term borrowing and Rs
 2.21 Crore (Rs 3.70 Crore) classified as current portion of long term
 borrowing, is secured by specific term deposit.
 
 c.  Vehicle loan of Rs 0.21 Crore (Rs Nil), of which Rs 0.07 Crore has
 been classified as long-term borrowing and Rs0.14 Crore classified as
 current portion of long term borrowing is secured against vehicle under
 hire purchase contract.
 
 d.  Working capital loans from banks aggregating to Rs 1,888.76 Crore
 (Rs 1,175.52 Crore) are also part of debt consolidation and refinancing
 arrangement. Accordingly all the securities mentioned in 7(I)(a) above
 are also extended to the working capital facilities.
 
 II.  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]
 and, on October 10, 2007, the Company made another issue of zero coupon
 convertible bonds aggregating USD 200 million (Rs 786.20 Crore) [Phase
 II bonds]. Further on July 24, 2009, the Company made an 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 amountofUSD90.00
 million. [Phase III bonds]
 
 The key terms of these bonds at the time of issue were as follows:
 
 b.  Restructuring of Phase I and Phase II bonds
 
 i.  During the year 2009-10,theCompany 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;
 
 (a) Buy back of bonds @ 54.55% of the facevalue of US$ 1000 perbond.
 
 (b) 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 Phase I and Phase II bonds.
 
 (c) Consent fee of USD15 Million to be paid across both the series, for
 those bondholders who consent to the relaxation of covenants.
 
 As a result of the restructuring, the outstanding position of the
 foreign currency convertible bonds is as follows:
 
 ii.  On April 29, 2010, the Company convened meetings of Bondholders of
 each of the series, who approved the respective proposed resolutions.
 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 was 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
 incurred Rs 37.28 Crore towards consent fee to bondholders and other
 cost and disclosed under exceptional items in the statement of profit
 and loss for the year ended March 31,2011.
 
 c.  Issue of New Bonds during the year
 
 On April 12, 2011, the Company made an issue of 875, 5% Foreign
 Currency Convertible Bonds of USD 200,000 each due 2016 (''Phase IV
 Bonds'') for a total consideration of USD 175.00 million (Rs 776.83
 Crore), the key term of which are as follows:
 
 i.  convertible by the holders at any time on and after May 23, 2011
 but prior to close of business on April 6, 2016. Each bond will be
 converted into 165,108.3133 fully paid up equity shares with face value
 of Rs 2 per share at an initial conversion price of Rs 54.01 per equity
 share of Rs 2 each at a fixed exchange rate conversion of Rs 44.5875 =
 USD 1.
 
 ii.  redeemable in whole but not in part at the option of the Company
 if less than 10 percent of the aggregate principal amount of the Bonds
 originally issued is outstanding, subject to satisfaction of certain
 conditions.
 
 iii. redeemable on maturity date April 13,2016at 108.70% of its
 principal amount, if not redeemed or converted earlier.
 
 The Company has incurred Rs 13.09 Crore during the year on account of
 issue expenses towards the issue of Phase IV Bonds which have been
 adjusted against securities premium
 
 d.  Redemption Premium:
 
 The Phase I, Phase II, Phase I Knew, Phase II New, Phase III and Phase
 IV bonds are redeemable subject to satisfaction of certain conditions
 mentioned in the respective offering circulars and hence have been
 designated as a monetary liability.
 
 As of March 31, 2011, the management believed that the redemption of
 the likelihood of bonds could not be ascertained; hence the redemption
 premium of Rs 579.21 Crore was shown as a contingent liability in the
 financial statements as of and for the year ended March 31, 2011.
 However, during the year ended March 31, 2012 the Company has provided
 for the proportionate redemption premium of Rs 930.57 Crore by
 adjusting the same against the securities premium account. Following
 are the scheme-wise details of the redemption premium as of the year end
 date:
 
 *includes expenditure booked under various expenditure heads by their
 nature.
 
 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 factored.
 
 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 fulfillment 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.
 
 The figures shown against ''Utilization'' represent withdrawal from
 provisions credited to statement of profit and loss to offset the
 expenditure incurred during the year and debited to statement of profit
 and loss.
 
 3.  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 13.25 Crore (Rs 8.65 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 5.76 Crore (Rs 1.27 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 Assets given on lease (Windmills):
 
 The Company has let out some of its Windmills on operating lease. The
 lease charges are on the basis of net electricity generated and
 delivered. The said lease is non-cancellable during the primary lease
 period i.e. for the first five years and extendable for another five
 years unless any of the party decides to discontinue the same and the
 details of the same areas under:
 
 4.  Capitalization of expenditure
 
 During the year, the Company has capitalized the following expenses of
 revenue nature in connection with the self-manufactured assets
 Consequently, expenses disclosed under the respective notes are net of
 amounts capitalized by the Company.
 
 5.  Segment information
 
 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.
 
 6.  Related party disclosures
 
 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:
 
 *Liquidated in current year.
 
 **In liquidation as on March 31, 2012
 
 *** De-merged and merged (refer note 3 for Scheme of Arrangement and
 Restructuring for Merger and De-merger.) #Merged with Suzlon Energy
 GmbH
 
 b.  Other related parties with whom transactions have taken place
 during the year:
 
 I.  Associate:
 
 ZF Wind Power Antwerp NV (earlier Hansen Transmission International
 NV) (ceased to be an associate w.e.f.  October 1,2011)
 
 ii.  Entities where key management personnel (''KMP'')/relatives of key
 management personnel (''RKMP'') have significant in fluence:
 
 Sarjan Realities Limited, Synefra Engineering & Construction Limited,
 Shubh Realities (South) Private Limited, Tanti Holdings Private
 Limited, Suzlon Foundation, Girish R.Tanti (HUF), Suruchi Holdings
 Private Limited, Sugati Holdings Private Limited, Synew Steel Limited,
 Salene Power Infrastructure Limited,
 
 iii. Key management personnel of Suzlon Energy Limited:
 
  Tulsi R.Tanti,Vinod R.Tanti*
 
 iv.  Relatives of key management personnel of Suzlon Energy Limited:
 
 Jitendra R.Tanti, Nidhi T.Tanti, Girish R.Tanti**
 
 v.  Employee funds:
 
 Suzlon Energy Limited-Superannuation Fund.
 
 Suzlon Energy Limited - Employees Group Gratuity Scheme.
 
 * Appointed as whole time director w.e.f November 01, 2010.
 Transactions entered into before such appointment have been disclosed
 As transactions with the relatives of KMP.
 
 ** Resigned as whole time director and continues to be a non-executive
 director w.e.f. July 30, 2011. Transactions entered into after July 30,
 2011 have been disclosed as transactions with the relatives of KMP*
 Resigned as whole time director and continued as non-executive Director
 w.e.f. July 30,2011
 
 Note: The Company has given various letter of supports, which otherwise
 is not a guarantee, towards financing operations of its overseas
 subsidiaries and maintaining their financial creditworthiness, as and
 when required during the last fiscal year; the amount of which are not
 determinable as at Balance Sheet date.
 
 7. Contingent liabilities        March 31, 2012    March 31, 2011
 
 Guarantees given on behalf of 
 subsidiaries in respect of 
 loans granted
 to them                                 3,259.08          3,302.75 
 by banks/financial 
 institutions
 
 Premium on redemption of 
 convertible bonds (refer 
 note 7(II))                               -                 579.21
 
 Claims against the Company not 
 acknowledged as debts*                    -                  41.95
 
 Income tax matters pending 
 in appeal**                              41.70               21.96
 
 Others                                    5.79                3.84
 
 * includes claims raised on the Company by vendors of goods, which have
 not been accepted by the Company as liabilities.
 
 ** includes demand from income-tax authorities for various matters. The
 Company / tax department has preferred appeals on these matters and the
 same are pending with various appellate authorities. Considering the
 facts of the matters, no provision is considered necessary by
 management.
 
 8.  Deferral of exchange differences
 
 The Company has, consequent to the notification issued by the Ministry
 of Corporate Affairs on December 29, 2011 giving an option to the
 companies to mortise the exchange differences pertaining to long term
 foreign currency monetary items up to March 31, 2020 (from March 31,
 2012 earlier), adopted the said option given under paragraph 46 of
 Accounting Standard 11. Accordingly, the Group has revised the
 amortization period for such items to the maturity of the long term
 foreign currency monetary items (all before March 31,2020).
 
 Net foreign exchange gains aggregating Rs 217.69 Crore (gain of Rs
 136.90 Crore) on long term foreign currency monetary items has been
 adjusted in the foreign currency monetary item translation difference
 account during the year. Further, foreign exchange loss aggregating
 Rs91.62 Crore (gain of Rs 3.50 Crore) have been amortized during the
 year.
 
 9.  Figures in the bracket sare in respect of the previous year.
Source : Dion Global Solutions Limited
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