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.
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