1. Note on Corporate Debt Restructuring (CDR):
The Company has approached the consortium of Banks for restructuring of
debts under the CDR (Corporate Debt Restructuring) scheme of RBI. The
brief details are as under:
With a mandatory legislation change brought out by European Union in
2007 by making the compulsory usage of solar power for entire demand
coupled with encouragement by way of subsidies from the local
governments, the company has received export orders from Spain for
supply of Solar panels during 2008.
With the overwhelming and unexpected response received by the Spanish
government, they kept the subsidies on hold for a rework on their
internal polices and this coupled with the global economic scenario in
September, 2008 led to sudden cancellation of orders to the tune of
21MW, by the Spanish entrepreneurs before execution and not extending
the LCs issued to the Company. This resulted in huge pile up of stocks
and adding to that the subsequent reduction of the raw material prices
in the international market due to global economic scenario resulted in
a huge MTM loss to the Company.
In view of this, the Company has no other option except to seek a
suitable restructuring under CDR scheme of RBI and thus the Company has
approached the consortium banks for deep restructuring of our existing
debts. Accordingly, our banker SBI have worked out a restructuring
package and referred the same to the CDR Cell and for approval.
Accordingly the same has been approved by CDR cell in their CDR EC
meeting held on 30th Dec09 on the following lines viz.,
o to restructuring all the outstanding debts as on 30th June2009 to be
repaid over 32 quarterly installments (on ballooning basis) commencing
from quarter ending September 2011.
o To reduce the rate of interest applicable on all loans to 9% p.a.
payable monthly for the first three years FY 2009 to FY 2011 and
stepped up by 1 % every alternate year with a cap of 13% p.a. over the
period of the loan to ensure minimum yield of 10.33% p.a. payable
monthly.
o To convert future interest on STL, WCTL, TL and FITL -TL etc from
1stJuly09 to 31st Dec2010 into a CRPS facility, this will carry a
dividend coupon rate of 6.75% p.a. (tax free) payable semi-annually
every year from the date of issue. The CRPS will be redeemed after 12
years from 31st Dec2012. The lenders/holders of CRPS would have a put
option for redemption of 1 /3rd CRPS each in 8*, 9th and 10th year from
cut-off date i.e.30th June2009 along with accumulated dividend. All
penal and liquidated damages up to the date of implementation of scheme
to be waived.
o Total sacrifice of all lenders connected with this restructuring has
been worked out to Rs.137.73 crores in terms of economic loss and
Rs.96.91 crores in terms of funding of interest for 1 V2 years thus
totaling to Rs.234.64 crores. An amount of Rs.40 crores would be
brought in by promoter in two equal installments in FY 2010 and FY
2011.
o To liquidate part of SPVM inventory to its 100% step down subsidiary
Sapthasva Solar S.r.l. for setting up of 8 MW Solar Power Plant.
o To sell of investments in Khandoba Distilleries Ltd (wholly owned
subsidiary of XL TEL) in FY 2010.
o To sell of Ethanol Division of XL Telecom & Energy Ltd in FY 2010.
o For sale of Ethanol Division and Divestment in Khandoba Distillery
Ltd, Asset Sale Committee (ASC) comprising of SBI, Canara Bank, IDBI
Bank, ICICI Bank and the company may be constituted.
2. The net worth of the Company suffered substantial erosion due to
the losses suffered during the period. However, considering the
restructuring package granted to the Company under CDR (Corporate Debt
Restructuring) scheme and also the various measures taken by the
Company for increasing the net worth and the business prospects, the
accounts are stated on going concern basis.
3. Previous Figures are not comparable as current year consists of 18
months period (01.07.2008 to 31.12.2009) as against the twelve month
period (01.07.2007 to 30.06.2008) of previous year.
4. Foreign Currency Convertible Bonds:
Pursuant to the approval accorded by the members on 26.09.2007, the
Company had made allotment of Foreign Currency Convertible Bonds (FCCB)
of USD 40 Million in October 2007 having a maturity period of 5 years
and one day.
Out of USD 40 million FCCBs, the Bond holders requested for conversion
of USD 19.76 million FCCBs. On conversion the company issued and
allotted 30,24,036 equity shares of Rs.10/- each at a premium of
Rs.250/- per share during the year 2007-08. The outstanding balance of
FCCBs as on 30.06.2008 was USD 20.24 million,
Out of USD 20.24 million FCCBs, the Bond holders requested for
conversion of USD 8 million FCCBs. On conversion, Company issued and
allotted 19,89,498 equity shares of Rs. 10/- each at a premium of Rs.
150/- per share during the current year. The outstanding balance of
FCCBs as on 31.12.2009 is USD 12.24 million.
5. Warrants:
Pursuant to the approval accorded by the members on 26.09.2007, the
Company has issued and allotted 52,50,000 warrants to the promoters and
others in October, 2007. The warrants are to be convertible in to
equity shares with in 18 months.
Out of the above, 12,60,000 warrants were converted and the Company
issued and allotted 12,60,000 equity shares of Rs.10/- each at a
premium of Rs.125A each during the year 2007-08.
During the current year, on the due date, the Company forfeited
39,90,000 share warrants, out of the 52,50,000 warrants issued during
2007-08, due to the non-payment of the balance amount for conversion.
An amount of Rs.5,38,65,000/- is shown as Capital Reserve on this
account.
6. Contingent liabilities not provided for in respect of: (Rs. in
Lakhs)
Particulars As at 31.12.2009 As at 30.06.2008
a) Guarantee / Counter
Guarantees given on sale
of contracts 2007.88 3,637.63
b) Letter of credits by Banks NIL 17,517.32
c) Estimated amount of contracts
remaining to be executed on capital
account (net of advances) not
provided for 2476.42 20,360.27
17. Related Party Transactions:
Information relating to Related Party transactions as per Accounting
Standard 18, issued by The Institute of Chartered Accountants of India,
notified under Section 211 (3C) of the Companies Act, 1956 is as under:
a) Names of related parties and the nature of relationships:
Name Relationship
i. Khandoba Distilleries Ltd Subsidiary Company
ii. Saptashva Solar Ltd Wholly owned subsidiary Company
iii. Saptashva Solar SA Wholly owned subsidiary Company
iv. Saptashva Solar SRL Subsidiary of Saptashva Solar SA
v. Digrun Grun SL Subsidiary of Saptashva Solar SA
vi. Apulia Solar SRL Subsidiary of Saptashva Solar SRL
vii. Sree Sahasya Enteprises
Pvt Ltd Associate Company
viii. Sree Sahasya Entertainments
Pvt Ltd Associate Company
ix. Soft Projex (I) Ltd Associate Company
x. Key Management Personnel:
Shri Dinesh Kumar Managing Director
Smt Ritu Director
18. The extraordinary item of Rs.12,807.96 lakhs in the Profit & Loss
Account for the period ending 31.12.2009 represent the mark to market
loss resulting in the diminution in the value of inventories.
19. The company considers business segment as the primary segment. The
primary segment information is provided as Schedule-15.
20. There are no dues to Micro, small and medium enterprises under
Development Act, 2006, exceeding 30 days. The micro, small and medium
industries are determined to the extent such parties have been
identified on the basis of the information available with the Company.
21. Balances appearing under unsecured loans, sundry creditors,
Capital WIP, Loans and advances and debtors are subject to confirmation
and / or reconciliation, if any.
22. Previous year figures have been regrouped / reclassified wherever
necessary. |