19th Sep 2011 07:00
19 September 2011
Greenko Group plc
("Greenko", "the Company" or "the Group")
Preliminary Financial Results for the year ended 31 March 2011
Greenko Group plc, a clean energy generator and supplier to themainstream Indian energy market, announces its preliminary financial results for the year ended 31 March 2011.
HIGHLIGHTS
Financial
·; Turnover increased by 130% to €44.4 million (2010: €19.3 million)
·; EBITDA substantially increased to €25.2 million (2010: €7.9 million)
·; Profit before tax up 188% at €14.0 million (2010: €4.9 million)
·; Basic EPS 7.44 cents (2010: 3.42 cents)
·; Cash balances and deposits €36.3 million (2010: €72.3 million)
Operational
·; Hydro portfolio strengthened through acquisitions and new concessions
·; Comprehensive strategy for the wind market announced in September 2010
·; Multi-year agreement with GE for supply, installation and maintenance of wind turbines
Post year end
·; Successful placing raising £50 million, before expenses
·; Extension of partnership with GE
·; 650MW of wind concessions added taking wind pipeline beyond 1GW, total pipeline to 1.6GW
Commenting on the results, Anil Chalamalasetty, CEO and Managing Director of Greenko, said:
"The Group has enjoyed a successful twelve months in which we have not only delivered on our strategy to grow our clean energy portfolio overall, but we have also made significant progress in wind, which puts us at the forefront of our sector in India. We continue to deliver financially for our shareholders and have today reported record revenue and earnings. Most pleasingly, our prospects are brighter than ever.
"I am pleased to report that we are on track to meet our 2015 target of having 1GW of operational capacity and that there are considerable further opportunities to scale our business beyond that. Against this backdrop, the Directors have confidence in the development of the Group within the lucrative Indian energy market and look to the future with optimism."
For further information visit www.greenkogroup.com or call;
Greenko Group | |
Anil Chalamalasetty | +91 (0)98 4964 3333 |
Mahesh Kolli | +91 (0)99 4958 6332 |
Tim Bowen | +44 (0)7973 668818 |
Arden Partners | |
Richard Day / Adrian Trimmings | +44 (0) 20 7614 5917 |
Tavistock Communications | |
Matt Ridsdale | +44 (0) 20 7920 3150 / [email protected] |
Lydia Eades | +44 (0) 20 7920 3150 / [email protected] |
Chairman's and President's Statement
Introduction
The financial year ended 31 March 2011 was transformational for Greenko, with the foundations being laid for operational capacity to increase significantly, reinforcing our position as one of India's leading clean energy producers. We are delighted to report continued growth as well as a strong set of financial results. Pleasingly, we can also report that our good progress has continued into the new year with a successful placing in June 2011 facilitating the funding of the Group towards its medium term 1GW target.
Clean energy is an increasingly important part of the Indian energy market and is attracting strong regulatory support and a favourable tariff structure. Hydro and wind, which are the focus of Greenko, are already at grid parity which is the point at which power from a renewable source is generated at the same price as conventional power. The Indian government has set a target that 10 per cent of installed capacity will be renewable by March 2012 and these targets are planned to rise to 15 per cent by 2020. In addition, the Indian Private sector has set targets to increase their use of clean energy as a part of global efforts to reduce greenhouse gas emissions. Current supply falls well short of these levels and it is expected that it will continue to do so creating sustainable opportunities for Greenko.
Greenko's strategy is to generate energy from projects which use a range of clean technologies, built and operated across a broad geographic region within India, whilst at the same time, developing projects in a clustered manner which ensures faster implementation and better operational management. Our approach ensures we are able to simultaneously mitigate risk, access multiple revenue streams and seize new opportunities in the marketplace which offer the most potential to enhance shareholder value. The merit and robustness of our strategy has been further validated this year as conventional energy suppliers have continued to wrestle with complex fuel supply issues and permitting challenges. Their ability to secure long term off-take agreements has also been restricted and these issues reinforce the boards' view that our strategy for growth is achievable and sustainable.
During the financial year, Greenko has taken significant strides towards rolling out a comprehensive wind strategy which, together with hydro, will be the driver of the Company's long-term capacity growth. Our decision to make the move into the market for wind assets followed extensive research undertaken both at the desktop level and on-the-ground at multiple sites over a number of years. Having built and designed a model that would deliver superior returns to those achieved by operators relying on tax incentives and turnkey partners, the Company set out its wind strategy in September 2010.
During the period we began work to develop a portfolio of high calibre wind assets of 300MW. In May 2011 the Company announced that it had secured concessions for a further 650MW and extended its strategic partnership with General Electric ("GE"), one of the most respected companies in the world in this area.
At the period end, Greenko had operational capacity of 183MW with a further 124MW due to come on stream during 2012 and a phased capacity roll out thereafter.
Results
The Group recorded an increase in revenues of 130 per cent to €44.4 million (2010: €19.3 million). EBITDA, a key performance indicator for Greenko, more than trebled to €25.2 million (2010: €7.9 million). Profit after tax increased by 164 per cent, to €11.4 million (2010: €4.3 million). Basic EPS was 7.44 cents (2010: 3.42 cents) reflecting the full year impact of shares issued in February 2010 and minority interests. Total cash and current bank deposits at the year-end were €36.3 million (2010: €72.3 million), which will be utilised for the projects under implementation. This position was of course strengthened post the period end with the placing proceeds. As at 31 March 2011, the Company had a stock of 109,177 Certified Emission Reductions ("CERs") (2010: 148,000).
Dividends
In line with our stated policy, earnings will continue to be fully re-invested to finance the on-going growth of our Company. At this stage in Greenko's development it is clear that there are substantial opportunities available to us which will require a combination of equity and debt finance to realise. The Directors therefore do not recommend the payment of a dividend for the year to 31 March 2011. The Company's dividend policy will remain under review and it is anticipated that a progressive dividend payment policy will be put in place in due course.
Outlook
Against a backdrop of ever increasing demand for power in the Indian market and the increasing emphasis being placed on generation from clean energy sources, we are delighted to say that Greenko is positioned very favourably for strong and sustained growth. Furthermore, our hydro assets which have formed the bedrock of our portfolio to date are performing well and we look forward to reporting to you further progress on the portfolio in the coming months. Our progress in hydro, in combination with our plans to develop a portfolio of wind assets which deliver superior returns, demonstrates that there is now real momentum in our work to scale Greenko and create long term value for our shareholders.
Y. Harish Chandra Prasad | Mahesh Kolli |
Chairman | President & Joint Managing Director |
CEO and Managing Director's Statement
Introduction
I am pleased to present Greenko's results for the year ended 31 March 2011, our fourth operating year as a public company. Revenue growth for the period was significant and pleasingly profitability has been enhanced.
During the year Greenko has built its portfolio to establish itself as a mainstream utility player in the Indian energy market. It has distinguished itself from other players in the market by adopting a strategy which is unconstrained by fuel supplies, environmental permitting issues and power off-take risks. Greenko has now embarked on a roll-out of wind assets, in addition to hydro, which forms a large part of our operational capacity. Following a successful placing of £50 million, before expenses, which closed post the period end, together with capital raising opportunities, we are confident of fully funding our projects as per the Group's targets.
Financial Review
For the full year, the Company's revenue was €44.4 million (2010: €19.3 million) an increase of 130 per cent. Profit after tax attributable to equity shareholders was €8.9 million (2010: €2.5 million) which equates to EPS of 7.44 cents (2010: 3.42 cents). EBITDA for the year was €25.2 million (2010: €7.9 million). Profit after tax of €2.6 million (2010: €1.8 million) was attributed to minority shareholders, mainly Global Environment Emerging Markets Fund III ("GEEMF") which has invested in the Group at the Mauritius subsidiary level in 2009.
The Group's Plant, Property and Equipment and Intangible Assets increased by 44 per cent to €215.2 million primarily due to the acquisitions of operating hydro projects, Astha and Hemavathy during the year. The total borrowings at the end of the year were €82.8 million (2010: €61.9 million). The equity raised during 2009-2010 was deployed during the year in various projects under implementation and the cash balance at the end of the year was €36.3 million.
Market Environment and Group Strategy
The macro environment within India continues to underpin the lucrative opportunities available to Greenko. Around 36 to 40 per cent of the population in India still does not have access to power, and the country's GDP growth is estimated to continue to be in excess of 8 per cent per annum. Given the continued population growth in India, the country's total demand for electricity is expected to surpass 950GW by 2030. Therefore, given India's inability to deliver sufficient incremental power capacity from fossil fuel sources, Greenko is well positioned to become a leading, mainstream Indian power producer.
Our assets also benefit from long term power purchase agreements which are not available to conventional power producers, giving Greenko enhanced revenue visibility. Most of our projects are registered under the Clean Development Mechanism of UNFCCC which provides the Group with CER revenues enabling the Group to deliver de-risked projects with enhanced profitability. Greenko's projects also have the access to the Renewable Energy Certificates ("RECs") Mechanism launched by the Indian Government. Under this mechanism, the generator can sell the local component of electricity at market prices and trade the environmental attribute in the form of RECs separately through an established Power Exchange. These REC revenues are expected to be substantial in the next four to five years based on the present renewable energy capacity shortfall. Our hydro and wind projects are further de-risked as they are not subject to the input costs and fuel supply issues associated with fossil fuels.
Operational and Development review
Greenko divides its secured capacity into two categories; assets already operating and concessions currently under development.
Greenko's total diversified portfolio of operational assets and assets under development is now 1.63GW of which 183MW is already operational. It is expected that over 1GW will be operational by 2015 of which 540MW will be from wind with the balance predominantly from small and medium hydro projects.
Operating Assets
Hydro
The financial year ended 31 March was a busy period with a number of new hydro assets added to our portfolio. Today, we are one of the largest operators of small hydro projects in India and we will continue to add medium sized hydro projects to retain a balance of assets to ensure risk is spread both geographically and across technologies. The hydro operating portfolio currently consists of 104MW and the 2011 monsoon season has resulted in plant load factors being in line with expectations.
As reported in our interim statement, we have completed the acquisition of four operating hydro assets in the early part of the year. The first two assets of 5MW each are in Himachal Pradesh where high plant load factors of over 50 per cent are achieved due to the perennial nature of rivers in the area. The other two assets consist of 16 MW and 8 MW projects located in the Cauvery Basin of Karnataka, one of India's largest rivers with a catchment area of 5,140km². It is expected that these assets will provide long term sustainable cash flows and meet the desired equity returns.
Dikchu (96MW), the Group's largest hydro project, remains on track to be commissioned in January 2014. Infrastructure development activities have been completed and contracts for the major works have been awarded. Debt for the project amounting to €87 million is being provided by an IDBI led banking consortium.
Infrastructure development activities have also begun at Paudital Lassa (24MW), Jeori (10MW) and Ullipu I & II (36MW). The Cauvery Basin cluster projects are also in the advanced stages of development, with most of the approvals expected to be in place by Q4 of the full year 2011.
Wind
As previously announced, 2011 saw Greenko add wind assets to its business portfolio. Whilst we do not currently have operational wind assets, the potential for growth and profitability in this asset class is very substantial. After studying the sector for several years, Greenko announced in September 2010, a comprehensive strategy to enter the Indian wind market based on thorough analysis and research of data and technology. This strategy is proving to be resilient in the current market compared to our competitors in the sector; the roll-out of our wind strategy will substantially increase our capacity growth towards commercial production.
In order to support the Group in executing its wind strategy, Greenko has partnered with GE, one of the world's largest turbine suppliers. The Group has entered into a framework understanding with GE to supply, install and erect their XLE 1.6MW turbines which are designed specifically for Class III (low wind speed) sites. The turbines, which have higher hubs and a larger rotor diameter, will enable Greenko to achieve a relatively low cost per kWh and enhance generation.
The Group's first wind project under development, which is debt financed by IDFC and SBI, is in an advanced stage of execution with all equipment on site and installation in progress. The project had experienced logistical delays due to larger diameter blades being used for the first time in India as well as an extended monsoon season. The project is expected to be commissioned by the last quarter of the current financial year..
Our existing plans in the wind market will see us develop more than 1GW of wind assets in Maharashtra, Andhra Pradesh, Karnataka and Rajasthan. The Company reported that it had secured concessions to build a 300MW wind farm from the Karnataka state government. This asset is due to be built in two phases. The first phase, which will add 100MW to the Group's operational capacity, is expected to be completed in 2012 whilst the second phase, accounting for the balance of 200MW, is scheduled for completion in 2014.
Discussions relating to further financing to expand the roll-out of our wind strategy are ongoing and a further announcement will be made in due course.
Natural Gas
The 36.8MW liquid fuel plant continues to generate operating profits in line with expectations although the 58.4MW Greenko Godavari plant has experienced some delays, primarily due to uncertainty about the levels of output from the KG-D6 basin. The land and permits for the project have been obtained and financial closure has been completed with IL & FS.
Biomass
The Group's 41.5MW of biomass assets performed broadly in line with expectations during the year, operating at an average plant load factor of 70 per cent and an average tariff realisation of Rs. 4.1/kWh. Whilst biomass power production offers a relatively stable, high plant load factor, it does not offer scope for superior growth. It will therefore remain a valuable part of Greenko's diversified portfolio in its current form but the Group's primary focus will be on those asset classes offering the most substantial growth opportunities.
Business Development
In addition to the 1.6GW already secured, there is a pipeline of potential opportunities to further grow the portfolio. The Company's infrastructure, brand and relationships within the industry provide it with access to deal flow and financing partners. Greenko will continue to pursue a dual strategy assessing both potential acquisitions and new concession tenders. As always, it will be highly selective taking forward only the most attractive opportunities and it is likely therefore that it will more often choose to take new concessions rather than acquire, particularly in wind where its strategy is particularly differentiated. Greenko is increasingly seeing opportunities at greenfield sites, rather than projects which already have concessions and permits in place. Greenfield sites are potentially interesting because of the valuation uplift that can be achieved by securing the deal earlier in the development chain.
In hydro we are seeing huge opportunities to scale our business. The Greenko team is currently analysing in aggregate some 800MW of projects although many of those under review will not be of sufficient quality to meet our expectations. As part of our work to continually improve operationally, we are now working closely with a major European conglomerate involved in the energy generation sector. As with GE in wind, we are considering the potential benefits of a more formal operational partnership, relating in particular to the supply of turbines, as our work with them to date has already proved beneficial.
At the time of our successful fundraising in June 2011, we announced that concessions for a further 650MW of wind assets had been won. These concessions, alongside those previously secured, have the potential to bring transformational value to our portfolio and progress in developing and constructing them remains on track. We expect to begin building the first of these additional sites, in Andhra Pradesh, in November 2011 and expect to provide a comprehensive update in our interim review. Hydro and wind remain our focus as we work to further scale up our company and we will keep under consideration other clean energy generation technologies as they are proven commercially.
Infrastructure
Greenko continues to invest in its central business functions in order to meet the needs of our developing organisation. The Group is moving towards an integrated management system and has implemented SAP across its plants for better monitoring and compliance. Greenko now employs over 750 staff with a further 1,000 people employed indirectly. The Group has its corporate office in Hyderabad along with regional offices in Bangalore and Delhi.
Outlook
The Group has enjoyed a successful twelve months in which we have not only delivered on our strategy to grow our clean energy portfolio overall, but we have also made significant progress in wind, which puts us at the forefront of our sector in India. We continue to deliver financially for our shareholders and have today reported record revenue and earnings. Most pleasingly, our prospects are brighter than ever.
I am pleased to report that we are on track to meet our 2015 target of having 1GW of operational capacity and that there are considerable further opportunities to scale up our business beyond that. Against this backdrop, the Directors have confidence in the development of the Group within the lucrative Indian energy market and look to the future with optimism.
Anil Chalamalasetty
CEO and Managing Director
Greenko Group plc
(All amounts in Euros unless otherwise stated)
Consolidated statement of financial position (Unaudited)
Note | As at 31 March | ||
2011 | 2010 | ||
ASSETS | |||
Non-current assets | |||
Property, plant and equipment | 5 | 156,415,781 | 108,551,310 |
Intangible assets | 6 | 58,828,404 | 40,961,025 |
Bank deposits | 1,255,891 | 1,327,985 | |
Trade and other receivables | 10 | 7,169,602 | 11,134,124 |
223,669,678 | 161,974,444 | ||
Current assets | |||
Inventories | 11 | 5,497,352 | 5,289,850 |
Trade and other receivables | 10 | 22,367,825 | 29,887,229 |
Available-for-sale financial assets | 8 | 80,579 | 46,116 |
Bank deposits | 9,228,944 | 10,028,683 | |
Cash and cash equivalents | 12 | 27,086,024 | 62,256,298 |
64,260,724 | 107,508,176 | ||
Total assets | 287,930,402 | 269,482,620 | |
EQUITY | |||
Capital and reserves attributable to equity holders of the Company | |||
Ordinary shares | 13 | 597,091 | 597,091 |
Share premium | 132,880,088 | 132,880,088 | |
Share-based payment reserve | 1,493,852 | 1,095,571 | |
Revaluation reserve | 135,790 | 209,622 | |
Currency translation reserve | (2,928,407) | 3,565,337 | |
Other reserves including capital subsidy | (487,295) | (1,434,441) | |
Retained earnings | 15,031,671 | 6,078,111 | |
146,722,790 | 142,991,379 | ||
Non-controlling interests | 36,671,644 | 36,945,427 | |
Total equity | 183,394,434 | 179,936,806 | |
LIABILITIES | |||
Non-current liabilities | |||
Borrowings | 15 | 68,803,493 | 46,036,301 |
Deferred income tax liabilities | 16 | 15,374,254 | 10,255,873 |
Retirement benefit obligations | 18 | 81,982 | 83,437 |
84,259,729 | 56,375,611 | ||
Current liabilities | |||
Trade and other payables | 14 | 6,259,674 | 16,812,512 |
Current tax liability | 46,235 | 387,733 | |
Derivative financial liabilities | 9 | 11,912 | 55,456 |
Borrowings | 15 | 13,958,418 | 15,914,502 |
20,276,239 | 33,170,203 | ||
Total liabilities | 104,535,968 | 89,545,814 | |
Total equity and liabilities | 287,930,402 | 269,482,620 |
The notes are an integral part of these consolidated financial statements.
Consolidated statement of comprehensive income (Unaudited)
Note | Year ended 31 March |
| |||
2011 | 2010 |
| |||
| |||||
Revenue | 17 | 44,445,413 | 19,286,794 |
| |
Total revenue | 44,445,413 | 19,286,794 | |||
Other operating income | 581,501 | 54,339 | |||
Cost of material and power generation expenses | (17,094,171) | (11,352,571) | |||
Employee benefit expense | 19 | (3,343,090) | (2,166,017) | ||
Other operating expenses | 20 | (3,684,612) | (2,817,277) | ||
Depreciation and amortization | 5 & 6 | (6,577,924) | (1,690,997) | ||
Excess of group's interest in the fair value of acquiree's assets and liabilities over cost | 25 | 4,275,134 | 4,856,175 | ||
Operating profit | 18,602,251 | 6,170,446 | |||
Finance income | 4,479,087 | 1,176,182 | |||
Finance cost | (9,076,970) | (2,485,029) | |||
Finance costs - net | 21 | (4,597,883) | (1,308,847) | ||
Profit before income tax | 14,004,368 | 4,861,599 | |||
Income tax expense | 22 | (2,563,824) | (521,428) | ||
Profit for the year | 11,440,544 | 4,340,171 | |||
Attributable to: | |||||
Equity holders of the Company | 8,889,745 | 2,503,384 | |||
Non-controlling interests | 2,550,799 | 1,836,787 | |||
11,440,544 | 4,340,171 | ||||
Other comprehensive income/(loss) |
| ||||
Unrealised holding gains on available-for-sale financial assets | (3,748) | 14,016 |
| ||
Exchange differences on translating foreign operations | (8,196,933) | 10,532,583 |
| ||
Total other comprehensive (loss)/ income | (8,200,681) | 10,546,599 |
| ||
| |||||
Total comprehensive income | 3,239,863 | 14,886,770 |
| ||
| |||||
Total comprehensive income attributable to: |
| ||||
Equity holders of the Company | 2,382,236 | 9,462,745 |
| ||
Non-controlling interest | 857,627 | 5,424,025 |
| ||
3,239,863 | 14,886,770 |
| |||
Earnings per share for profit attributable to the equity holders of the Company during the year | 23 |
| |||
- Basic (in cents) | 7.44 | 3.42 |
| ||
- Diluted (in cents) | 6.68 | 3.42 |
| ||
The notes are an integral part of these consolidated financial statements
Consolidated statement of changes in equity (Unaudited)
Ordinary shares | Share premium | Share- based payment reserve | Revaluation reserve | Currency translation reserve | Other reserves | Retained earnings | Total equity attributable to equity holders of the Company | Non- Controlling interests | Total equity | |
At 1 April 2009 | 339,946 | 55,812,421 | 592,056 | 333,033 | (6,180,179) | 337,771 | 5,311,153 | 56,546,201 | - | 56,546,201 |
Transfer from revaluation reserve to retained earnings | - | - | - | (57,308) | - | - | 57,308 | - | - | - |
Equity issue during the period | 257,145 | 77,067,667 | - | - | - | - | - | 77,324,812 | - | 77,324,812 |
Issue of preferred shares | 29,268,238 | 29,268,238 | ||||||||
Dilution of interest in subsidiary | - | - | - | (97,978) | 2,832,046 | 3,002,952 | (1,793,734) | 3,943,286 | (3,943,286) | - |
Increase of interest in subsidiary | - | - | - | - | (4,789,180) | (4,789,180) | 4,789,180 | - | ||
Non-controlling interest | - | - | - | - | - | - | - | - | 1,407,270 | 1,407,270 |
Value of employee services | - | - | 503,515 | - | - | - | - | 503,515 | - | 503,515 |
Transaction with owners | 257,145 | 77,067,667 | 503,515 | (155,286) | 2,832,046 | (1,786,228) | (1,736,426) | 76,982,433 | 31,521,402 | 108,503,835 |
Profit for the year | - | - | - | - | - | 2,503,384 | 2,503,384 | 1,836,787 | 4,340,171 | |
Other comprehensive income | ||||||||||
Unrealised gain on available-for-sale financial assets | - | - | - | - | - | 14,016 | - | 14,016 | - | 14,016 |
Currency translation reserve | - | - | - | 31,875 | 6,913,470 | - | - | 6,945,345 | 3,587,238 | 10,532,583 |
Total comprehensive income for the year | - | - | - | 31,875 | 6,913,470 | 14,016 | 2,503,384 | 9,462,745 | 5,424,025 | 14,886,770 |
At 31 March 2010 | 597,091 | 132,880,088 | 1,095,571 | 209,622 | 3,565,337 | (1,434,441) | 6,078,111 | 142,991,379 | 36,945,427 | 179,936,806 |
The notes are an integral part of these consolidated financial statements.
Consolidated statement of changes in equity (Unaudited) (continued)
Ordinary shares | Share premium | Share- based payment reserve | Revaluation reserve | Currency translation reserve | Other reserves | Retained earnings | Total equity attributable to equity holders of the Company | Non-controlling interests | Total equity | |
At 1 April 2010 | 597,091 | 132,880,088 | 1,095,571 | 209,622 | 3,565,337 | (1,434,441) | 6,078,111 | 142,991,379 | 36,945,427 | 179,936,806 |
Transfer from revaluation reserve to retained earnings | - | - | - | (63,815) | - | - | 63,815 | - | - | - |
Increase of interest in subsidiary | - | - | - | - | - | 950,894 | - | 950,894 | (1,131,410) | (180,516) |
Non-controlling interest | - | - | - | - | - | - | - | - | - | - |
Value of employee services | - | - | 398,281 | - | - | - | - | 398,281 | - | 398,281 |
Transaction with owners | - | - | 398,281 | (63,815) | - | 950,894 | 63,815 | 1,349,175 | (1,131,410) | 217,765 |
Profit for the year | - | - | - | - | - | - | 8,889,745 | 8,889,745 | 2,550,799 | 11,440,544 |
Other comprehensive income | ||||||||||
Unrealised gain on available-for-sale financial assets | - | - | - | - | - | (3,748) | - | (3,748) | - | (3,748) |
Currency translation reserve | - | - | - | (10,017) | (6,493,744) | - | - | (6,503,761) | (1,693,172) | (8,196,933) |
Total comprehensive income for the year | - | - | - | (10,017) | (6,493,744) | (3,748) | 8,889,745 | 2,382,236 | 857,627 | 3,239,863 |
At 31 March 2011 | 597,091 | 132,880,088 | 1,493,852 | 135,790 | (2,928,407) | (487,295) | 15,031,671 | 146,722,790 | 36,671,644 | 183,394,434 |
The notes are an integral part of these consolidated financial statements.
Consolidated statement of cash flow (Unaudited)
Note | Year ended 31 March | |||
2011 | 2010 | |||
A. | Cash flows from operating activities | |||
Profit before income tax | 14,004,368 | 4,861,599 | ||
Adjustments for | ||||
Depreciation and amortization | 5 & 6 | 6,577,924 | 1,690,997 | |
Profit on sale of assets | (55) | - | ||
Share based payment | 398,281 | 503,515 | ||
Finance income | (4,479,087) | (1,176,182) | ||
Finance cost | 9,076,970 | 2,485,029 | ||
Provision for impairment of trade and other receivables | 377,424 | 75,256 | ||
Excess of group's interest in the fair value of acquiree's assets and liabilities over cost | 25 | (4,275,134) | (4,856,175) | |
Changes in working capital | ||||
Inventories | (296,694) | 206,601 | ||
Trade and other receivables | (1,995,836) | (5,729,979) | ||
Trade and other payables | (2,141,198) | 1,306,338 | ||
Cash from / (used) in operations | 17,246,963 | (633,001) | ||
Taxes paid | (2,012,617) | (364,686) | ||
Net cash from / (used) in operating activities | 15,234,346 | (997,687) | ||
B. | Cash flows from investing activities | |||
Purchase of property, plant and equipment and capital expenditure | (27,641,226) | (8,321,604) | ||
Proceeds from sale of property, plant and equipment | 747 | - | ||
Acquisition of business, net of cash acquired | 25 | (20,766,701) | (21,976,164) | |
Investment in mutual funds | (41,494) | - | ||
Refund of / (Advance for) purchase of equity | 8,665,547 | (13,753,024) | ||
Payment for acquisition costs relating to earlier years | (9,877,819) | (2,178,223) | ||
Acquisition of license holding companies | (265,396) | - | ||
Bank deposits | 409,941 | (2,214,153) | ||
Interest received | 4,222,274 | 2,311,982 | ||
Dividends received | 1,621 | 420 | ||
Net cash used in investing activities | (45,292,506) | (46,130,766) | ||
C. | Cash flows from financing activities | |||
Proceeds from issue of shares | - | 81,915,083 | ||
Payment of share issue expenses | (1,617,757) | (6,265,347) | ||
Proceeds from issue of preference shares | - | 30,943,314 | ||
Proceeds from borrowings | 72,838,508 | 35,057,403 | ||
Repayments of borrowings | (63,449,232) | (29,032,139) | ||
Interest paid | (10,588,245) | (7,100,674) | ||
Net cash (used in)/ from financing activities | (2,816,726) | 105,517,640 | ||
Net (decrease)/increase in cash and cash equivalents | (32,874,886) | 58,389,187 | ||
Cash and cash equivalents at the beginning of the year | 12 | 62,256,298 | 3,657,903 | |
Exchange (losses)/gain on cash and cash equivalents | (2,295,388) | 209,208 | ||
Cash and cash equivalents at the end of the year | 12 | 27,086,024 | 62,256,298 |
The notes are an integral part of these consolidated financial statements
Notes to the consolidated financial statements (Unaudited)
1. General information
Greenko Group plc ("the Company") was originally incorporated on 12 January 2006 as Greenko S.A., a société anonyme (a public company with limited liability), under the laws of the Grand Duchy of Luxembourg, having its registered office at L-1736, Luxembourg, IB, Heienhaff and duly registered with the Registre de Commerce et des Sociétés de Luxembourg (the Luxembourg Trade and Companies Register) under B 113,730. On 31 October 2007, the Company was migrated to the Isle of Man as a company limited by shares under company number 001805V pursuant to the provisions of Part XI of the Isle of Man Companies Act 2006 having its registered office at 4th floor, 14 Athol Street, Douglas, Isle of Man, IM1 1JA. The Company is listed on the London Stock Exchange-Alternative Investment Market ("AIM").
The Company together with its subsidiaries ("the group") is in the business of owning and operating clean energy facilities. All the energy generated from these plants is sold to the State Electricity Boards and other electricity transmission and trading companies in India through long-term power purchase agreements ("PPA"). The group obtained a licence for inter-state trading in electricity in the whole of India except Jammu and Kashmir for trading up to 100 million units of electricity in a year. The group is yet to commence trading in electricity. The group is also a part of the Clean Development Mechanism ("CDM") process and generates and sells Certified Emission Reductions ("CER") and Voluntary Emission Reductions ("VER").
2. Summary of significant accounting policies
2.1 The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented except for the adoption of new standards as of 1 April 2010, noted below:
·; IAS 27 Consolidated and Separate Financial Statements (Revised 2008)
·; IFRS 3 Business Combination (Revised 2008)
The principal effects of these changes are as follows:
IAS 27, Consolidated and Separate Financial Statements (Revised 2008) ("IAS 27R") requires a mandatory adoption of the economic entity model which treats all providers of equity capital as shareholders of the entity. Consequently, a partial disposal of interest in a subsidiary in which the parent company retains control does not result in a gain or loss but in an increase or decrease in equity. Purchase of some or all of the non-controlling interests (also known as minority interests) ('NCI') is treated as a treasury transaction and accounted for in equity. A partial disposal of interest in a subsidiary in which the parent company loses control triggers recognition of gain or loss on the entire interest. A gain or loss is recognised on the portion that has been disposed of; a further holding gain is recognised on the interest retained, being the difference between the fair value of the interest and book value of the interest.
The revised standard requires an entity to attribute their share of net income and reserves to the NCI even if this results in the NCI having a deficit balance. The adoption of IAS 27R did not have a significant impact on the Company.
IFRS 3, Business Combination (Revised 2008) ("IFRS 3R") is applicable for business combinations occurring in reporting periods beginning on or after 1 July 2009 and will be applied prospectively. The new standard introduces changes to the accounting requirements for business combinations, but still requires use of the purchase method. The most significant changes in IFRS 3R that had an impact on the Company's acquisition in the current year are as follows:
·; acquisition-related costs of the combination are recorded as an expense in the income statement. Previously, these costs would have been accounted for as part of the cost of the acquisition
·; the measurement of assets acquired and liabilities assumed at their acquisition-date fair values is retained. However, IFRS 3R includes certain exceptions and provides specific measurement rules.
IFRS 3R has been applied prospectively to business combinations for which the acquisition date is on or after 1 April 2010. For the year ended 31 March 2011, the adoption of IFRS 3R has affected the accounting for the Company's acquisition during the year (see note 25.1) by increasing the group's expenses related to acquisition-related costs by €50,089. Current tax expense has decreased by €9,983. Basic and diluted earnings per share for the current year have decreased by 0.04cents.
Business combinations for which the acquisition date is before 1 April 2010 have not been restated.
2.2 Basis of preparation
The consolidated financial statements of Greenko Group plc have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
The preparation of financial information in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial information are disclosed in the critical accounting estimates and judgments section (note 4).
2.2.1 Standards and interpretations not yet applied
Standards and Interpretations adopted by the European Union as at 31 March 2011
Standard | Description | Effective for in reporting periods starting on or after |
IAS 24 (R) | Related party disclosures | 1 January 2011 |
IFRIC 14 | Prepayments of a minimum funding requirements - Amendment | 1 January 2011 |
IFRIC 19 | Extinguishing financial liabilities with equity instruments | 1 July 2010 |
The management does not expect the application of the other standards to have any material impact on its financial statements when those Standards become effective. The group does not intend to apply any of these pronouncements early.
Standards and Interpretations issued but not yet adopted by European Union at the closing date
Standard | Description | Effective for in reporting periods starting on or after |
IAS 12 | Deferred Tax: Recovery of Underlying Assets - Amendments | 1 January 2012 |
IAS 27 (R) | Separate Financial Statements | 1 January 2013 |
IAS 28 (R) | Investments in associates and joint ventures | 1 January 2013 |
IFRS 7 | Transfers of Financial Assets - Amendments | 1 July 2011 |
IFRS 9 | Financial Instruments | 1 January 2013 |
IFRS 10 | Consolidated Financial Statements | 1 January 2013 |
IFRS 11 | Joint Arrangements | 1 January 2013 |
IFRS 12 | Disclosure of interests in other entities | 1 January 2013 |
IFRS 13 | Fair value measurements | 1 January 2013 |
Improvements to IFRS | some changes effective from 1 July 2010, other effective from 1 January 2011 |
IFRS 9 as issued reflects the first phase of the IASBs work on the replacement of IAS 39 and applies to classification and measurement of financial assets as defined in IAS 39. The standard is effective for annual periods beginning on or after 1 January 2013. In subsequent phases, the IASB will address classification and measurement of financial liabilities, hedge accounting and derecognition. The completion of this project is expected in early 2011. The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of the group's financial assets. The group will quantify the effect in conjunction with the other phases, when issued, to present a comprehensive picture.
The group has yet to assess the impact of IFRS 9, IFRS 10 and IFRS 11 on the financial statements. However the management does not intend to apply any of these pronouncements early.
Based on the group's current business model and accounting policies, management does not expect the application of the above standards, yet to be endorsed by EU, to have any material impact on its financial statements when those Standards become effective. The group does not intend to apply any of these pronouncements early.
Improvements to IFRSs
Improvements to IFRSs contain amendments to existing standards. The amendments are effective, in most cases for financial periods beginning on or after 1 July 2009 or otherwise for financial period beginning on or after 1 January 2010.
The management does not expect the application of the improvements to have any material impact on its financial statements when those improvements become effective. The group does not intend to apply any of these pronouncements early.
2.3 Consolidation
The consolidated financial statements include the following subsidiaries:
Country of incorporation | Holding as at 31 March 2011 | Holding as at 31 March 2010 | ||
1) | Greenko Mauritius | Mauritius | 80.39 percent | 80.39 percent |
2) | Greenko HP | Mauritius | 100 percent | 100 percent |
3) | Subsidiaries of Greenko Mauritius | |||
- Black Hawk Corporation | Mauritius | 100 percent | 100 percent | |
- Glory Corporation Limited | Mauritius | 100 percent | 100 percent | |
- Greenko Energies Private Limited (GEPL) | India | 100 percent | 100 percent | |
4) | Subsidiary of Glory Corporation Limited | |||
- Tanco Limited | Mauritius | 100 percent | - | |
5) | Subsidiary of Tanco Limited | |||
-Hemavathy Power & Light Private Limited | India | 100 percent | - | |
6) | Subsidiaries of GEPL | |||
- AMR Power Private Limited | India | 100 percent | 100 percent | |
- Astha Projects (India) Private Limited | India | 100 percent | - | |
- Chakra Energies Private Limited | India | 100 percent | - | |
- Ecofren Power & Projects Private Limited | India | 100 percent | 100 percent | |
- Fortune Five Hydel Projects Private Limited | India | 100 percent | - | |
| - Greenko Godavari Power Projects Pvt Limited | India | 100 percent | - |
- Greenko Hatkoti Energy Private Limited | India | 100 percent | 100 percent | |
- ISA Power Private Limited | India | 100 percent | 100 percent | |
- Jasper Energy Private Limited | India | 100 percent | 100 percent | |
- Kukke Hydro Projects Private Limited | India | 100 percent | 100 percent | |
- LVS Power Private Limited | India | 100 percent | 100 percent | |
- Ratnagiri Wind Power Projects Private Limited | India | 100 percent | - | |
- Ravikiran Power Projects Private Limited | India | 100 percent | 100 percent | |
- Rithwik Energy Generation Private Limited | India | 100 percent | 100 percent | |
- Roshni Powertech Private Limited | India | 100 percent | 100 percent | |
- Sai Spurthi Power Private Limited | India | 100 percent | 100 percent | |
- Sai Teja Energies Private Limited | India | 100 percent | - | |
- Sneha Kinetic Power Projects Private Limited | India | 99.88 percent | 83.67 percent | |
- Technology House (India) Private Limited | India | 100 percent | 100 percent | |
- Visveswarayya Green Power Private Limited | India | 100 percent | 100 percent | |
Subsidiaries are all entities over which the group has the power to govern the financial and operating policies so as to obtain economic benefits from its activities, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of the group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in profit or loss.
Previously held identifiable assets, liabilities and contingent liabilities of the acquired entity are revalued to their fair value at the date of acquisition, being the date at which the group achieves control of the acquired entity. The movement in fair value is taken to the asset revaluation surplus.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
Non-controlling interests represent the portion of profit or loss and net assets that is not held by the group and are presented separately in the consolidated statements of comprehensive income and within equity in the consolidated statements of financial position, separately from parent shareholders' equity. Acquisitions of additional stake or dilution of stake from/ to non-controlling interests in the group are accounted for using the equity method, whereby, the difference between the consideration paid or received and the book value of the share of the net assets is recognised in 'other reserve' within statement of changes in equity.
2.4 Segment reporting
IFRS 8 establishes standards for the way that public business enterprises report information about operating segments and related disclosures about products and services, geographic areas, and major customers. The group's operations predominantly relate to generation and sale of electricity. The chief operating decision maker evaluates the group's performance and allocates resources based on an analysis of various performance indicators at operating segment level. Accordingly there is only a single operating segment "generation and sale of electricity and related emission reductions".
2.5 Foreign currency translation
a) Functional and presentation currency
Items included in the financial statements in each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in 'euro' ("€"), which is the Company's functional and presentation currency. The functional currency of the group's subsidiaries in India is Indian Rupees ("INR").
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
c) Group companies
The results and financial position of all the group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
·; assets and liabilities presented for each reporting date are translated at the closing rate at the reporting date;
·; income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
·; resulting exchange differences are charged/ credited to other comprehensive income and recognised in the currency translation reserve within equity.
When a foreign operation is partially disposed of or sold, exchange differences that were recorded as other comprehensive income are recognised in profit or loss as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
2.6 Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and any impairment in value. Freehold land is not depreciated. Historical cost includes expenditure that is directly attributable to the acquisition of the items and borrowing cost. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with them will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance expenditure are charged to profit or loss during the period in which they are incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:
Buildings | 30 - 35 years |
Plant and machinery | 20 - 35 years |
Furniture, fixtures and equipment | 15 - 20 years |
Vehicles | 10 years |
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is recognised in profit or loss in the period the item is derecognised.
2.7 Intangible assets
a) Goodwill
Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. Goodwill represents the excess of the cost of an acquisition over the fair value of the group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.
b) Other intangibles
Intangible assets acquired individually, with a group of other assets or in a business combination are carried at cost less accumulated amortization and any impairment in value. The intangible assets are amortised over their estimated useful lives in proportion to the economic benefits consumed in each period. The estimated useful lives of the intangible assets are as follows:
Licences | 20 - 40 years |
Power purchase agreements | 4 - 10 years |
Amortisation of intangible assets is included within 'Depreciation and amortisation'.
2.8 Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
2.9 Financial assets
The group classifies its financial assets in the following categories: loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
a) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the reporting date. These are classified as non-current assets. The group's loans and receivables comprise trade and other receivables, investment in bank deposits and cash and cash equivalents in the statement of financial position (note 2.12, 2.13 and 2.14). Loans and receivables are initially recognised at fair value plus transaction costs. Loans and receivables are carried at amortised cost using the effective interest method.
b) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the reporting date.
Regular purchases and sales of financial assets are recognised on the trade-date - the date on which the group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets are subsequently carried at fair value.
Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognised in other comprehensive income. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised as other comprehensive income are included in the profit or loss as 'gains and losses from investment securities'. Dividends on available-for-sale mutual fund units are recognised in the profit or loss as a part of other income.
The fair value of the mutual fund units is based on the net asset value publicly made available by the respective mutual fund managers.
The group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. Impairment testing of trade receivables is described in note 2.12.
The group derecognises financial assets when it transfers substantially all the risks and rewards of ownership of the financial asset. On derecognition of a financial asset the difference between the carrying amount and the consideration received is recognised in profit or loss.
2.10 Derivative financial instruments
a) Forward contracts
The group purchases foreign exchange forward contracts to mitigate the risk of changes in foreign exchange rates associated with its loans denominated in US dollars. These derivative contracts do not qualify for hedge accounting under IAS 39, and are initially recognised at fair value on the date the contract is entered into and subsequently re-measured at their fair value. Gains or losses arising from changes in the fair value of the derivative contracts are recognised in profit or loss.
b) Sale commitments
IAS 39 requires contracts to buy or sell non-financial items to be treated as derivatives and accordingly fair valued on the reporting date, unless the contracts qualify for 'own use' exemption. The group qualifies for the limited 'own use' exemption from derivative accounting on the basis that its emission reduction purchase and sale commitments are entered into and continue to be held for the purpose of the receipt or delivery of emission reductions in accordance with the group's expected purchase and sale requirements. Own use contracts are outside the scope of IAS 39 and are therefore accounted for as executory contracts.
2.11 Inventories
a) Raw material, stores and consumables
Inventories of raw material, stores and consumables are valued at the lower of cost and net realisable value. Cost includes expenses incurred in bringing each product to its present location and condition and is determined on a weighted average basis. Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses.
b) Emission Reductions ("ER")
Inventories of ER are stated at the lower of cost or net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and selling expenses. ER are generated and held for sale in the ordinary course of business. Electricity and ER are treated as joint products, as they are generated simultaneously. Cost of generation is allocated in the ratio of relative net sale value of the products. Cost comprises all production, acquisition and conversion costs and is aggregated on a weighted average basis. To the extent that any impairment arises, losses are recognised in the period they occur. The costs associated with generating inventories are charged to the profit or loss in the same period as the related revenues are recognised.
2.12 Trade and other receivables
Trade receivables are recognized initially at fair value. They are subsequently measured at amortised cost using the effective interest method, net of provision for impairment, if the effect of discounting is considered material. The carrying amounts, net of provision for impairment, reported in the statement of financial position approximate the fair value due to their short realisation period. A provision for impairment of trade receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of receivables. The provision is established at amounts considered to be appropriate, based primarily upon the group's past credit loss experience and an evaluation of potential losses on the receivables. The amount of the provision is recognized in the profit or loss.
2.13 Investment in bank deposits
Investments in bank deposits represent term deposits placed with banks earning a fixed rate of interest. Investments in bank deposits with maturities of less than a year are disclosed as current assets and more than one year as non-current. At the reporting date, these deposits are measured at amortised cost using the effective interest method. Cash and cash equivalents which are pledged with the bankers for availing short term loans are classified as part of investment in bank deposits.
2.14 Cash and cash equivalents
Cash and cash equivalents include cash in hand and at bank, and short-term deposits with an original maturity period of three months or less. Bank overdrafts that are an integral part of cash management and where there is a legal right of set-off against positive cash balances are included in cash and cash equivalents. Otherwise bank overdrafts are classified as borrowings.
2.15 Share capital
Ordinary shares are classified as equity and represent the nominal value of shares that have been issued.
Share premium includes any premiums received on issue of ordinary shares. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
The revaluation reserve within equity comprises gains and losses due to the revaluation of property, plant and equipment.
Foreign currency translation differences arising on the translation of the Group's foreign entities are included in the translation reserve.
Retained earnings include all current and prior period retained profits.
All transactions with owners of the parent are recorded separately within equity.
2.16 Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, if the effect of discounting is considered material.
2.17 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
The fair value of the liability portion of a non-convertible bond with detachable warrants is determined using a market interest rate for an equivalent non-convertible bond without detachable warrants. This amount is recorded as a liability on an amortised cost basis until extinguished on maturity of the bonds. The remainder of the proceeds is allocated to the warrants. This is recognised in shareholders' equity. Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
2.18 Current and deferred income tax
Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other comprehensive income or directly in equity.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Company's subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit/loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future.
2.19 Employee benefits
Wages, salaries, bonuses, social security contributions, paid annual leave and sick leave are accrued in the period in which the associated services are rendered by employees of the group. The group operates two retirement benefit plans.
a) Gratuity plan
The Gratuity Plan is a defined benefit plan that, at retirement or termination of employment, provides eligible employees with a lump sum payment, which is a function of the last drawn salary and completed years of service. The liability recognised in the statement of financial position in respect of the gratuity plan is the present value of the defined benefit obligation at the reporting date less the fair value of plan assets, if any, together with adjustments for unrecognised past-service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of Government of India securities and that have terms to maturity approximating to the terms of the related gratuity liability.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the profit or loss in the period in which they arise.
b) State administered Provident Fund
Under Indian law, employees are entitled to receive benefits under the Provident Fund, which is a defined contribution plan. Both the employee and the employer make monthly contributions to the plan at a predetermined rate (currently 12.0 per cent.) of the employees' basic salary. The group has no further obligation under the Provident Fund beyond its contribution, which is expensed when accrued.
c) Share-based compensation
The group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the group. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted, including the impact of market conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total amount expensed is recognised on a graded vesting basis over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At each reporting date, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
2.20 Provisions
Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where the group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as other finance expense.
2.21 Revenue recognition
a) Sale of electricity
Revenue from the sale of electricity is recognised on the basis of the number of units of power exported in accordance with joint meter readings undertaken on a monthly basis by representatives of the buyer and the group at the rates prevailing as on the date of export as determined by the power purchase agreement.
b) Generation of emission reductions
In order for the group or a supplier to the group to produce a CER, a number of steps must be performed, as follows:
·; either the group enters into a contract with a supplier relating to a project that produces CER or the group enters into an agreement with an energy, agricultural or industrial company to either jointly or solely develop a facility that will generate emission reductions;
·; where the project does not use an existing approved baseline and monitoring methodology, approval of that new methodology by the Clean Development Mechanism - Executive Board ("CDM-EB") and recommendation by the Methodologies Panel must occur;
·; written approval of voluntary participation from the host country designated national authority of the parties involved is obtained
·; written confirmation from the host country that the project achieves a sustainable development objective is obtained;
·; submission for public and CDM-EB review, and approval of a formal Project Design Document;
·; project validation by an approved designated operating entity ("DOE");
·; project registration, which requires both designated national authority and CDM-EB approval; and
·; verification of the emission reductions by an approved DOE
·; When the CDM-EB receives the verification report, which constitutes a request to the CDM-EB to issue and distribute CER, the CDM Registry administrator issues CER in a temporary CDM account. In order for these CER to be transferred to the registered accounts of parties and project participants, the International Transaction Log must be created by the CDM-EB.
c) Sale of emission reductions
Revenue from sale of Certified Emission Reduction (CER) is recognized after registration of the project with United Nations Framework Convention on Climate Change (UNFCCC), generation of emission reductions, execution of a firm contract of sale and billed to the customers.
VER are emission reductions achieved by the power generation plants before the effective date of registration by the UNFCCC. The quantity of the VER is based on the estimation of the management, verification by an independent assessor and subject to the satisfaction of the buyer. Revenue is recognized upon execution of a firm contract of sale and on delivery VER to the customers.
d) Interest income
Interest income is recognised as the interest accrues to the net carrying amount of the financial asset using the net effective interest rate method.
2.22 Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the profit or loss on a straight-line basis over the period of the lease.
2.23 Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the group will comply with all attached conditions. The group follows the capital approach under which a grant is credited directly to equity when the grants received by the group represent incentives provided by government, unrelated to costs, to promote power generation based on certain renewable energy sources.
Other government grants are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognised in profit or loss in the period in which they become receivable.
3. Financial risk management
3.1. Financial risk factors
The group's activities expose it to a variety of financial risks; market risk, credit risk and liquidity risk. The group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group's financial performance. The financial instruments of the group, other than derivatives, comprise loans from banks and financial institutions, non-convertible bonds, demand deposits and short-term bank deposits.
3.1.1 Market risk
Market risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because of volatility of prices in the financial markets. Market risk can be further segregated as: a) Foreign exchange risk and b) Interest rate risk
a) Foreign exchange risk
Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The group prepares consolidated financial statements in Euros and conducts substantially all its business in Indian rupees ("INR"). As a result, it is subject to foreign currency exchange risk arising from exchange rate movements which will affect the group's translation of the results and underlying net assets of its foreign subsidiaries.
In addition, the group has a US dollar ("$") denominated loan in respect of which it is exposed to foreign currency exchange risk. During the previous years the group has hedged the foreign currency exposure on the quarterly repayments of this loan by entering into forward foreign currency purchases of $.
If INR had weakened or strengthened by 5 percent against $, with all other variables held constant, post-tax profit for the year ended 31 March 2011 would have been lower or higher by €12,872 as a result of foreign exchange gains or losses on translation of the $ denominated borrowings.
If INR had weakened or strengthened by 5 percent against $, with all other variable held constant, post-tax profit for the year would have been lower or higher by €16,051 as a result of mark to market losses or gains on forward contracts.
If INR had weakened or strengthened by 3 percent against Euro, with all other variables held constant, post-tax profit for the year would have been higher or lower by €4,923 as a result of foreign exchange gains or losses on translation of intercompany balances.
The sensitivity analysis is based on a reasonably possible change in the underlying foreign currencies computed from historical data.
b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the group has no significant interest-bearing assets other than investment in bank deposits, the group's income and operating cash flows are substantially independent of changes in market interest rates. The Company considers the impact of fair value interest rate risk on investment in bank deposits as not material. The group's interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the group to cash flow interest rate risk. Borrowings issued at fixed rates expose the group to fair value interest rate risk. During the year, the group's borrowings at variable rate were largely denominated in the functional currency of its Indian entities, being INR, although one loan was denominated in $.
If interest rates on borrowings had been 50 basis points higher or lower with all other variables held constant, post-tax profit for the year would have been lower or higher by €303,728 mainly as a result of the higher or lower interest expense on long term floating rate borrowings.
The sensitivity analysis is based on a reasonably possible change in the market interest rates computed from historical data.
3.1.2 Credit risk
Credit risk is the risk that counter-party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The group's credit risk arises from accounts receivable balances on sale of electricity and CER. The Indian entities have entered into PPA with transmission companies incorporated by the Indian State Government and other electricity transmission and trading companies to export the electricity generated. The group is therefore committed to sell power to these customers and regards any potential risk of default as being predominantly a governmental one. The group is paid monthly by the transmission companies for the electricity it supplies. The CER are sold under contractual emission reduction purchase agreements ("ERPA") concluded with the purchaser of the CER. The group assesses the credit quality of the purchaser based on its financial position and other information. In addition, the group requires the purchaser under the ERPA to open an irrecoverable stand-by letter of credit with a reputable bank. If the purchaser defaults on payment the group is entitled to claim for the full amount owed under the letter of credit.
The group maintains banking relationships with only creditworthy banks which it reviews on an on-going basis. The group enters into derivative financial instruments where the counter-party is generally a bank. Consequently, the credit risk on the derivatives and bank deposits is not considered material.
3.1.3 Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and maintaining adequate credit facilities.
The group intends to be highly acquisitive in the immediate future. In respect of its existing operations, the group funds its activities primarily through long-term loans secured against each power plant. In addition, each of the operating plants has working capital loans available to it which are renewable annually, together with certain intra-group loans. The group's objective in relation to its existing operating business is to maintain sufficient funding to allow the plants to operate at an optimal level and in particular purchase the necessary raw materials required.
In respect of each acquisition, the group prepares a model to evaluate the necessary funding required. The group's strategy is to primarily fund such acquisitions by assuming debt in the acquired companies or by borrowing specific long-term funds secured on the power plant to be acquired. In relation to the payment towards equity component of companies to be acquired, the group ordinarily seeks to fund this by the injection of external funds by debt or equity.
The group has identified a large range of acquisition opportunities which it is continually evaluating and which are subject to constant change. In respect of its overall business the group therefore does not, at the current time, maintain any overall liquidity forecasts. The table below analyses the group's financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. Group manages its liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities and the data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below.
The amounts disclosed in the table are the contractual undiscounted cash flows.
At 31 March 2011 | Less than 1 year | Between 1 and 2 years | Between 2 and 5 years | Over 5 years |
Borrowings | 13,958,417 | 7,624,813 | 21,383,827 | 39,794,854 |
Trade and other payables | 4,186,531 | - | - | - |
Other liabilities | 2,085,055 | - | - | |
Total | 20,230,003 | 7,624,813 | 21,383,827 | 39,794,854 |
At 31 March 2010 | Less than 1 year | Between 1 and 2 years | Between 2 and 5 years | Over 5 years |
Borrowings | 15,914,502 | 6,727,879 | 18,894,934 | 20,413,488 |
Trade and other payables | 5,217,869 | - | - | - |
Other liabilities | 11,650,099 | - | - | - |
Total | 32,782,470 | 6,727,879 | 18,894,934 | 20,413,488 |
3.2. Capital risk management
The group's objective when managing capital is to safeguard the group's ability to continue as a going concern in order to provide returns for shareholders and benefits for stakeholders. The group also proposes to maintain an optimal capital structure to reduce the cost of capital. Hence, the group may adjust any dividend payments, return capital to shareholders or issue new shares. Total capital is the equity as shown in the consolidated statement of financial position. Currently, the group primarily monitors its capital structure in terms of evaluating the funding of potential acquisitions. Management is continuously evolving strategies to optimize the returns and reduce the risks. It includes plans to optimize the financial leverage of the group.
The Capital for the reporting year under review is summarised as follows:
2011 | 2010 | |
Total equity | 183,394,434 | 179,936,806 |
Less: Cash and cash equivalents | (27,086,024) | (62,256,298) |
Capital | 156,308,410 | 117,680,508 |
Total equity | 183,394,434 | 179,936,806 |
Add: Borrowings | 82,761,911 | 61,950,803 |
Overall financing | 266,156,345 | 241,887,609 |
Capital to overall financing ratio | 59% | 49% |
3.3. Fair value estimation
The fair value of financial instruments that are not traded in an active market (for example, forward contracts) is determined by using valuation techniques. The group uses its judgment to determine an appropriate method and make assumptions that are based on market conditions existing at each reporting date. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the reporting date.
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to the short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the group for similar financial instruments.
4. Critical accounting estimates and judgements
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial information and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily available from other sources.
The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
a) Income taxes
The group is subject to income taxes in a number of jurisdictions. Significant judgment is required in determining provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
b) Estimated impairment of goodwill
In accordance with the accounting policy stated in note 2.7, the group tests annually whether goodwill has suffered any impairment. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates (note 6). No impairment charge was accounted during the year.
c) Application of business combination accounting rules, including identification of intangible assets acquired in a business combination:
The group allocates the purchase price of the acquired companies towards the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The group engages third-party external appraisal firms to assist in determining the fair values of the acquired assets and liabilities. Such valuation requires the group to make significant estimate and assumptions, especially with respect to identification and valuation of intangible assets.
d) Uncollectability of trade receivables:
Analysis of historical payment patterns, customer concentrations, customer credit-worthiness and current economic trends. If the financial condition of a customer deteriorates, additional allowances may be required.
e) Useful life of depreciable assets
Management reviews the useful life of depreciable assets at each reporting date, based on the expected utility of the assets to the group. The carrying amounts are analysed in note 5. Actual results, however, may vary due to technical obsolescence, particularly relating to software and IT equipment.
f) Application of lease accounting rules
Significant judgment is required to apply lease accounting rules under IFRIC 4 Determining whether an Arrangement contains a Lease and IAS 17 Leases. In assessing the applicability to arrangements entered into by the Group the management has exercised judgment to evaluate customers right to use the underlying assets, substance of the transaction including legally enforced arrangements and other significant terms and conditions of the arrangement to conclude that the arrangements do not meet the criteria under IFRIC 4 and consequently not classified as leases.
g) Application of interpretation for service concession arrangements
Management has assessed applicability of IFRIC 12: Service Concession arrangements for certain arrangements that are part of business combinations acquired during the year. In assessing the applicability the management has exercised significant judgement in relation to the underlying ownership of the assets, the ability to enter into power purchase arrangements with any customer, ability to determine prices etc in concluding that the arrangements don't meet the criteria for service concession arrangements.
h) Classification of financial instruments as equity or liability
Significant judgment is required to apply the rules under IAS 32: Financial Instruments: Presentation and IAS 39: Financial Instruments: Recognition and Measurement to assess whether an instrument is equity or a financial liability. The management has exercised significant judgment to evaluate the terms and conditions of certain financial instruments with reference to the applicability of contingent settlement provisions, evaluation of whether options under the contract will be derivative or a non-derivative, assessing if certain settlement terms are within the control of the Company and if not whether the occurrence of these events are extremely rare, highly abnormal and very unlikely, clarifications between the parties to the agreement subsequent to the date of the agreement etc to conclude that the instruments be classified as an equity instrument.
5. Property, plant and equipment
Land | Buildings | Plant and machinery | Furniture, fixtures & equipment | Vehicles | Capital work- in-progress | Total | |
Year ended 31 March 2010 | |||||||
Opening net book amount | 1,322,325 | 1,966,387 | 19,349,469 | 229,256 | 279,098 | 44,287,176 | 67,433,711 |
Acquisition of subsidiary | 901,783 | 7,126,652 | 11,604,785 | 68,356 | 9,052 | 2,812,442 | 22,523,070 |
Additions | - | 136,984 | 192,534 | 139,603 | 52,016 | 9,685,730 | 10,206,867 |
Depreciation charge | - | (100,619) | (1,213,808) | (34,012) | (41,855) | - | (1,390,294) |
Exchange differences | 184,602 | 495,919 | 2,536,953 | 40,341 | 33,780 | 6,486,361 | 9,777,956 |
Closing net book amount | 2,408,710 | 9,625,323 | 32,469,933 | 443,544 | 332,091 | 63,271,709 | 108,551,310 |
At 31 March 2010 | |||||||
Cost | 2,408,710 | 9,886,181 | 36,074,948 | 526,272 | 442,425 | 63,271,709 | 112,610,245 |
Accumulated depreciation | - | (260,858) | (3,605,015) | (82,728) | (110,334) | - | (4,058,935) |
Net book amount | 2,408,710 | 9,625,323 | 32,469,933 | 443,544 | 332,091 | 63,271,709 | 108,551,310 |
Year ended 31 March 2011 | |||||||
Opening net book amount | 2,408,710 | 9,625,323 | 32,469,933 | 443,544 | 332,091 | 63,271,709 | 108,551,310 |
Acquisition of subsidiary | 123,844 | 15,404,703 | 12,600,969 | 56,363 | 27,470 | 999,131 | 29,212,480 |
Additions | 971,346 | 29,370,312 | 32,220,643 | 339,054 | 244,222 | 27,385,004 | 90,530,581 |
Disposals / capitalization | - | - | - | - | (10,190) | (59,996,772) | (60,006,962) |
Depreciation charge | - | (1,396,597) | (3,028,870) | (108,681) | (68,124) | - | (4,602,272) |
Exchange differences | (153,252) | (2,363,115) | (3,261,638) | (32,056) | (23,061) | (1,436,234) | (7,269,356) |
Closing net book amount | 3,350,648 | 50,640,626 | 71,001,037 | 698,224 | 502,408 | 30,222,838 | 156,415,781 |
At 31 March 2011 | |||||||
Cost | 3,350,648 | 52,220,996 | 77,337,305 | 880,985 | 672,972 | 30,222,838 | 164,685,744 |
Accumulated depreciation | - | (1,580,370) | (6,336,268) | (182,761) | (170,564) | - | (8,269,963) |
Net book amount | 3,350,648 | 50,640,626 | 71,001,037 | 698,224 | 502,408 | 30,222,838 | 156,415,781 |
Borrowing costs on specific borrowings capitalised during the year at a rate of 12.5 percent (2010: 11.75 percent) aggregated to €1,300,744 (2010: €3,513,785).
Borrowings as at 31 March 2011 aggregating to €80,834,194 (2010: €58,040,932) (excluding non-convertible bond) are secured against all of the group's present and future moveable and immovable assets, including the property, plant and equipment shown above. These loans are also secured by the personal guarantees of certain Directors and pledge of shares of the Indian subsidiaries.
6. Intangible assets
Licences | ElectricityPPAs | Goodwill | Total | |
Year ended 31 March 2010 | ||||
Opening net book amount | 6,473,363 | 2,663,060 | 2,207,758 | 11,344,181 |
Acquisition through business combination (note 25.3) | 12,697,082 | 8,835,967 | 3,056,735 | 24,589,784 |
Additions | 1,712,794 | - | - | 1,712,794 |
Amortization charge | (25,781) | (274,922) | - | (300,703) |
Net exchange differences | 2,489,964 | 759,163 | 365,842 | 3,614,969 |
Closing net book amount | 23,347,422 | 11,983,268 | 5,630,335 | 40,961,025 |
At 31 March 2010 | ||||
Cost | 23,403,994 | 12,685,205 | 5,630,335 | 41,719,534 |
Accumulated amortization | (56,572) | (701,937) | - | (758,509) |
Net book amount | 23,347,422 | 11,983,268 | 5,630,335 | 40,961,025 |
Year ended 31 March 2011 | ||||
Opening net book amount | 23,347,422 | 11,983,268 | 5,630,335 | 40,961,025 |
Acquisition through business combination (note 25.1) | 10,585,317 | 1,302,180 | 9,629,700 | 21,517,197 |
Additions | 780,272 | - | - | 780,272 |
Amortization charge | (354,732) | (1,620,920) | - | (1,975,652) |
Net exchange differences | (1,102,141) | (484,162) | (868,135) | (2,454,438) |
Closing net book amount | 33,256,138 | 11,180,366 | 14,391,900 | 58,828,404 |
At 31 March 2011 | ||||
Cost | 33,648,273 | 13,396,836 | 14,391,900 | 61,437,009 |
Accumulated amortization | (392,135) | (2,216,470) | - | (2,608,605) |
Net book amount | 33,256,138 | 11,180,366 | 14,391,900 | 58,828,404 |
Additions to licences represent consideration paid on acquisition of companies that hold licences for power generation and licenses acquired through business combinations.
The average remaining amortization period for licences is 24.4 years and for electricity PPA is 5.3 years.
Impairment tests for goodwill
Goodwill is allocated to the group's cash-generating units ("CGU"). Management has identified the acquired entities as individual CGU.
A CGU level summary of goodwill is presented below:
31 March 2011 | 31 March 2010 | |
- AMR Power Private Limited | 156,458 | 163,382 |
- Astha Projects (India) Private Limited | 2,254,222 | - |
- Ecofren Power & Projects Private Limited | 305,505 | 319,025 |
- Greenko Energies Private Limited | 19,748 | 20,622 |
- Hemavathy Power & Light Private Limited | 6,745,947 | - |
- ISA Power Private Limited | 353,811 | 369,469 |
- LVS Power Private Limited | 3,035,953 | 3,170,303 |
- Ravikiran Power Projects Private Limited | 218,648 | 228,324 |
- Rithwik Energy Generation Private Limited | 497,090 | 519,089 |
- Roshni Powertech Private Limited | 804,518 | 840,121 |
14,391,900 | 5,630,335 |
The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use pre-tax cash flow projections prepared by management. The growth rate does not exceed the long-term average growth rate for the business in which the CGU operates.
The key assumptions used for value-in-use calculations are as follows:
Budgeted gross margin | Discount rate | |
- AMR Power Private Limited | 91% | 15.7% |
- Astha Projects (India) Private Limited | 88% | 16.1% |
- Ecofren Power & Projects Private Limited | 29% | 15.6% |
- Greenko Energies Private Limited | 38% | 14.8% |
- Hemavathy Power & Light Private Limited | 91% | 15.9% |
- ISA Power Private Limited | 29% | 15.6% |
- LVS Power Private Limited | 34% | 18.6% |
- Ravikiran Power Projects Private Limited | 40% | 16.7% |
- Rithwik Energy Generation Private Limited | 91% | 15.7% |
- Roshni Powertech Private Limited | 32% | 15.7% |
Management has determined gross margins based on industry trends and the existing PPA with the transmission companies. The PPA is a long-term contract with agreed price per unit of power sold, and the growth rates used are consistent with those contracts. The discount rate used is pre-tax and reflects the specific risks associated with the entity.
7. Financial instruments by category
The accounting policies for financial instruments have been applied to the line items below:
31 March 2011 | Loans and receivables | Available- for-sale | Total |
| |
Assets as per statement of financial position |
| ||||
Available-for-sale financial assets (note 8) | - | 80,579 | 80,579 |
| |
Bank deposits | 10,484,835 | - | 10,484,835 |
| |
Trade and other receivables (note 10) | 29,537,427 | - | 29,537,427 |
| |
Cash and cash equivalents | 27,086,024 | - | 27,086,024 |
| |
Total | 67,108,286 | 80,579 | 67,188,865 |
| |
Liabilities at fair value through profit or loss | Liabilities measured at amortised cost | Total | |||
Liabilities as per statement of financial position | |||||
Borrowings (note 15) | - | 82,761,911 | 82,761,911 | ||
Trade and other payables (note 14) | - | 6,259,674 | 6,259,674 | ||
Derivative financial instruments (note 9) | 11,912 | - | 11,912 | ||
Total | 11,912 | 89,021,585 | 89,033,497 | ||
31 March 2010 | Loans and receivables | Available-for- sale | Total |
Assets as per statement of financial position | |||
Available-for-sale financial assets (note 8) | - | 46,116 | 46,116 |
Bank deposits | 11,356,668 | - | 11,356,668 |
Trade and other receivables (note 10) | 41,021,353 | - | 41,021,353 |
Cash and cash equivalents | 62,256,298 | - | 62,256,298 |
Total | 114,634,319 | 46,116 | 114,680,435 |
Liabilities at fair value through profit or loss | Liabilities measured at amortised cost | Total | |
Liabilities as per statement of financial position | |||
Borrowings (note 15) | - | 61,950,803 | 61,950,803 |
Trade and other payables (note 14) | - | 16,812,512 | 16, 812,512 |
Derivative financial instruments (note 9) | 55,456 | - | 55,456 |
Total | 55,456 | 78,763,315 | 78,818,771 |
Investment in bank deposits as at 31 March 2011 include restricted balances aggregating to €9,987,364 (2010: €10,740,425).
The carrying amounts reported in the statement of financial position for cash and cash equivalents, trade and other receivables, trade and other payables and other liabilities approximate their respective fair values due to their short maturity.
Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of 31 March 2011:
As of 31 March 2011 | Fair value measurement at end of the reporting year using | |||
Level 1 | Level 2 | Level 3 | ||
Available- for- sale financial asset | 80,579 | 80,579 | - | - |
Derivative financial instruments - liability | 11,912 | - | 11,912 | - |
8. Available-for-sale financial assets
2011 | 2010 | |
Beginning of the year | 46,116 | 27,069 |
Additions | 38,899 | - |
Exchange differences | (688) | 5,031 |
Net (loss)/gains transferred to equity | (3,748) | 14,016 |
End of the year | 80,579 | 46,116 |
Less: Non-current portion | - | - |
Current portion | 80,579 | 46,116 |
During the year ended 31 March 2011, dividend income aggregating to €1,612 (2010: €420) has been earned on investment in units of mutual funds.
There were no impairment provisions on available-for-sale financial assets during the year. None of the financial assets is either past due or impaired. Available-for-sale financial assets include the following:
31 March 2011 | 31 March 2010 | |
Unlisted securities: | ||
- Units of open-ended mutual funds | 80,579 | 46,116 |
80,579 | 46,116 |
Available-for-sale financial assets are denominated in Indian rupees. The maximum exposure to credit risk at the reporting date is the fair value of the units of mutual funds classified as available-for-sale.
9. Derivative financial instruments
31 March 2011 | 31 March 2010 | ||||
Asset | Liability | Asset | Liability | ||
Forward foreign exchange contracts | - | 11,912 | - | 55,456 | |
Total | - | 11,912 | - | 55,456 |
The notional principal amounts of the outstanding forward foreign exchange contracts at 31 March 2011 were €412,500 (2010: €611,876).
10. Trade and other receivables
31 March 2011 | 31 March 2010 | |
Trade receivables | 10,653,102 | 9,544,512 |
Less: provision for impairment of trade receivables | (316,256) | - |
Net trade receivables | 10,336,846 | 9,544,512 |
Other receivables | 12,571,822 | 20,581,816 |
Less: provision for impairment of other receivables | (72,248) | (83,371) |
12,499,574 | 20,498,445 | |
Pre-payments | 427,527 | 141,381 |
Advance for expenses | 71,759 | 22,825 |
Sundry deposits | 328,726 | 277,067 |
Advance for purchase of equity | 5,872,995 | 10,537,123 |
Total trade and other receivables | 29,537,427 | 41,021,353 |
Less: Non-current portion - sundry deposits and receivables | (7,169,602) | (11,134,124) |
Current portion | 22,367,825 | 29,887,229 |
Advance for equity represents amount paid under memorandum of understanding with various parties which have been identified as potential entities to be acquired in the future. Other receivables include advances against purchase of raw material, advances for expenses on new projects, and insurance claims receivable.
Borrowings of €1,005,924 (2010: €407,726) are secured against inventory and trade receivables.
With the exception of the non-current portion of trade and other receivables all amounts are short-term and their carrying values are considered a reasonable approximation of fair values.
Trade receivables that are due for more than one month are considered past due. As at 31 March 2011, trade receivables of €4,269,335 (2010: €4,311,000) were past due but not impaired. €457,394 (2010: €2,792,744) relate to power tariff differences that are subject to judicial orders, and in the opinion of the management there is a reasonable certainty of realisation {note 24(b)}.
The ageing analysis of past due trade receivables as at the reporting date is as follows:
31 March 2011 | 31 March 2010 | |
1 to 6 months | 1,708,697 | 522,309 |
6 to 9 months | 1,074,745 | 759,975 |
9 to 12 months | 282,213 | 544,650 |
Beyond 12 months | 1,203,680 | 2,484,066 |
4,269,335 | 4,311,000 |
The carrying amounts of the group's trade receivables are denominated in the following currencies:
31 March 2011 | 31 March 2010 | |
Indian rupee | 9,100,588 | 8,455,238 |
Euro | 1,236,258 | 1,089,274 |
10,336,846 | 9,544,512 |
Movements on the group provision for impairment of other receivables are as follows:
2011 | 2010 | |
Beginning of the year | 83,371 | - |
Provision for impairment of other receivables | 45,474 | 83,371 |
Advances written off during the year as uncollectible | (53,167) | - |
Exchange Difference | (3,430) | - |
End of the year | 72,248 | 83,371 |
Movements on the group provision for impairment of trade receivables are as follows:
2011 | 2010 | |
Beginning of the year | - | - |
Provision for impairment of trade receivables | 331,950 | - |
Receivables written off during the year as uncollectible | - | - |
Exchange Difference | (15,694) | - |
End of the year | 316,256 | - |
During the year, the group has assigned trade and other receivables aggregating €2,512,970 for an amount of €1,976,597 with the difference of €536,373 being recognised as finance costs.
The creation and release of provision for impaired receivables have been included in 'other operating expenses' in the profit or loss. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The group does not hold any collateral as security except in respect of receivables under ERPA (refer note 3.1.2).
11. Inventories
31 March 2011 | 31 March 2010 | |
Stores and consumables | 1,434,349 | 1,099,671 |
Raw material | 2,972,164 | 3,118,371 |
Emission reductions | 1,090,839 | 1,071,808 |
5,497,352 | 5,289,850 |
Borrowings of €1,005,924 (2010: €407,726) are secured against inventory and trade receivables. Cost of material consumed during the year aggregated to €14,709,834 (2010: €9,978,621). There is no write down of inventories in current and previous year.
12. Cash and cash equivalents
31 March 2011 | 31 March 2010 | |
Cash on hand | 108,249 | 163,192 |
Cash at bank | 26,977,775 | 62,093,106 |
27,086,024 | 62,256,298 |
13. Equity
13.1 Share capital
31 March 2011 | 31 March 2010 | |
Authorised capital | ||
- 190,000,000 (2010: 190,000,000) ordinary shares of €0.005 each | 950,000 | 950,000 |
Issued and fully paid | ||
- 119,418,237 (2010: 119,418,237) ordinary shares of €0.005 each | 597,091 | 597,091 |
13.2 Share-based payment reserve
In a meeting held on 22 April 2008, the board of directors approved the Greenko Group plc 2008 Long Term Incentive Plan for all the employees of the group. The scheme is administered by the remuneration committee of the Company. Options over 6,798,924 ordinary shares were granted to the Chief Executive Officer and the President of the Company. One-third of the options are subject to a graded vesting over a period of three years with a service condition. The remaining options are subject to a market condition that vesting is allowed in full only if the market value of a share is at any time during three years from the date of grant equal to or greater than a stated price. The exercise price was set at the average of the closing market prices for the ordinary shares of the Company on AIM over the ten dealing days prior to the date of grant but not less than the nominal value of the share.
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
2011 | 2010 | ||||
Average exercise price (pence per share) | Number of options | Average exercise price (pence per share) | Number of options | ||
Beginning of the year | 97.5 | 6,043,488 | 97.5 | 6,798,924 | |
Granted | - | - | - | - | |
Forfeited | - | - | - | - | |
Exercised | - | - | - | - | |
Lapsed | 97.5 | (755,436) | 97.5 | (755,436) | |
End of the year | 97.5 | 5,288,052 | 97.5 | 6,043,488 | |
Options exercisable at end of the year | - | - |
Share options outstanding at the end of the year have the following expiry date and exercise prices:
Expiry date | Exercise price (pence per share) | Shares | |
2011 | 2010 | ||
21 May 2010 | 97.5 | - | 755,436 |
21 May 2011 | 97.5 | 5,288,052 | 5,288,052 |
5,288,052 | 6,043,488 |
The weighted average fair value of options granted during the year determined using the Binomial option valuation model was €0.40 per option (2010: €0.40). The significant inputs into the model were share price of 94.5 pence (2010: 94.5 pence ) at the grant date, exercise price shown above, volatility of 30.4 percent (2010: 30.4), dividend yield of Nil (2010: Nil), an expected weighted average option life of 2.63 years, and an annual risk-free interest rate of 8.1 percent (2010: 8.1). Annualised volatility is based on the volatility of comparable stocks with relatively longer trading history. Risk-free interest rate is based on the yield on a zero coupon bond issued by the Government of India with the tenor matching the expected term of the stock options. Probability of achieving the market condition was estimated using a binomial lattice to project the stock price and the respective probabilities. Refer note 19 for the total compensation for share options granted to directors. No forfeitures are expected.
13.3 Issuance of Preference Shares
In November 2009, Global Environment Emerging Markets Fund III L.P. has subscribed €30,943,314 to 36,369,551 Preference Shares ("PS") in Greenko Mauritius ("GM"), through its wholly owned subsidiary GEEMF III GK Holdings MU, ("GEEMF") representing 29.99 percent of the issued share capital of GM at completion, which was reduced to 19.61% on further issue of equity shares. PS will be redeemable in the event of a sale or delisting but do not provide for interest payments or any right to a fixed dividend. They will also be convertible into ordinary shares in GM at the option of the investor.
Preference shareholders have the option in certain circumstances to swap their redeemable preference shares for, in aggregate, 29,124,371 new ordinary shares of the company pursuant to the put option that was entered into with the Company. 29,124,371 ordinary shares presently equals to 19.61 percent of the enlarged issued share capital (assuming that no further ordinary shares are issued before the put option is exercised). The put option will be exercisable from 1 January 2013 (or earlier on the occurrence of certain triggering events) until the earlier of 30 June 2017 or, inter alia, a sale or listing of Greenko Energies Private Limited ("GEPL"). In addition, under certain circumstances, the preference shareholders were also entitled to a variable number of shares that provided for certain minimum returns.
During the current year, the Company and GEEMF have clarified, based on their original understanding, that the Preference shareholders shall be entitled to a variable number of shares based on a formula as defined in the agreement only if delisting or default events occur and not otherwise. The events leading to delisting has been considered by the management as a contingent event in the control of the Company and the default event one that is extremely rare or unlikely to occur and accordingly does not lead to a liability classification of the instrument. Based on the terms and conditions of the PS, the clarification between the parties during the year and the substance of the arrangement the Company continues to account for this as an equity instrument. The PS also hold equal rights along with the equity shareholders in GM in respect of voting, participating in surplus assets of GM, value of share of assets in GEPL in proportion to their shareholding etc.
Under the terms of the share subscription agreement, preference shareholders (for so long as they hold 20 per cent or more of the issued share capital of GM) are entitled to appoint two directors to the seven members of GM Board of Directors. This will be reduced to one director if the preference shareholders hold less than 20 per cent but not less than 10 per cent of the issued share capital of GM. They also have additional rights of approval on the following Greenko Mauritius related matters:
·; Changes in the activities of the GM Group;
·; Capital raising, borrowings and the creation or grant of security over its assets;
·; Acquisitions and disposals;
·; Approval of annual budgets;
·; A change in the auditors;
·; The payment of distributions (outside an agreed limit); and
·; The removal or dismissal of Anil Kumar Chalamalasetty and/or Mahesh Kolli as directors of Greenko or as employees other than for breach of their service agreements.
The preference shareholders will also have certain information rights such as the right to receive monthly management information and quarterly management accounts.
13.4 Other reserves - government grants
Government of India ("GoI") has been providing cash grants to grid-interactive power generation projects based on renewable energy sources. The quantum of cash grants is linked to the power generation capacity of the project. In respect of projects which are financed by a financial institution, the request for the cash grant has to be placed by the financial institution. The financial institution directly receives the cash grant from GoI towards reduction of loan.
The group obtained and recognised in equity, government grants in earlier years in relation to three biomass power projects. The group's bankers directly received the cash grants towards reduction of loans availed by the group for development of the said projects. The group is obliged not to utilise more than 15 percent of fossil fuel of total energy consumption under the terms of this government grant. These grants are not available for distribution.
14. Trade and other payables
31 March 2011 | 31 March 2010 | |
Trade payables | 1,049,183 | 874,040 |
Capital creditors | 1,574,867 | 391,290 |
Other payables | 1,756,870 | 2,549,665 |
Cost of acquisition payable | 1,729,495 | 11,230,501 |
Issue expenses payable | 149,259 | 1,767,016 |
Total | 6,259,674 | 16,812,512 |
Other payables include accruals for expenses, statutory liabilities and other liabilities. All amounts are short term and the carrying values of trade and other payables are considered a reasonable approximation of fair value.
15. Borrowings
31 March 2011 | 31 March 2010 | |
Non-current - Financial liabilities measured at amortised cost | ||
Bank borrowings | 51,269,364 | 28,295,566 |
Term loans from financial institutions | 17,455,936 | 17,730,726 |
Equipment and vehicle loans | 78,193 | 10,009 |
68,803,493 | 46,036,301 | |
Current - Financial liabilities measured at amortised cost | ||
Bank borrowings | 6,798,071 | 11,676,118 |
Term loans from financial institutions | 5,067,831 | 679,518 |
Non-convertible bond | - | 3,099,839 |
Equipment and vehicle loans | 40,594 | 56,722 |
Interest accrued but not due | 124,205 | 402,305 |
Other Borrowings | 1,927,717 | - |
13,958,418 | 15,914,502 | |
Total borrowings | 82,761,911 | 61,950,803 |
Bank borrowings mature over 2012 to 2025 and bear floating rates of interest.
Total borrowings, except non-convertible bonds, are secured against first charge by way of hypothecation of all immovable properties including plant and machinery and all other movable properties both present and future, and mortgage of land and buildings and all other immovable properties both present and future, personal guarantees of directors and pledge of shares. Working capital loans are secured by inventory and trade receivables. Additionally, the borrowings are also secured by a lien on bank deposits amounting to €9,987,364 (2010: €10,740,426).
The maturity profile of the group's borrowings at the reporting dates is as follows:
31 March 2011 | 31 March 2010 | |
1 year or less, or on demand | 13,958,418 | 15,914,502 |
1 to 2 years | 7,624,812 | 6,727,879 |
2 to 5 years | 21,383,827 | 18,894,934 |
Over 5 years | 39,794,854 | 20,413,488 |
82,761,911 | 61,950,803 |
The carrying amounts and fair value of the borrowings are as follows:
31 March 2011 | 31 March 2010 | ||||
Carrying amount | Fair value | Carrying amount | Fair value | ||
Bank borrowings | 58,067,435 | 58,067,435 | 40,373,990 | 40,373,990 | |
Loans from financial institutions | 22,523,767 | 22,523,767 | 18,410,244 | 18,410,244 | |
Equipment and vehicle loans | 118,787 | 118,787 | 66,730 | 66,730 | |
Other borrowings | 1,927,717 | 1,927,717 | - | - | |
Non-convertible bond | - | - | 3,099,839 | 3,107,396 |
The fair value of bank borrowings approximates their carrying value as these borrowings carry a floating rate of interest.
The carrying amounts of the group's borrowings are denominated in the following currencies:
31 March 2011 | 31 March 2010 | |
Indian rupee | 82,360,843 | 58,239,089 |
Euro | - | 3,099,838 |
US dollar | 401,068 | 611,876 |
82,761,911 | 61,950,803 |
Non-convertible bond
On 12 January 2006, the Company issued to two private individuals 1,000 6% non-convertible bonds with par value of €3,000 each, for a total consideration of €3 million. The non-convertible bond carries detachable warrants entitling the bond holders to subscribe for up to 1,000 ordinary shares at an exercise price of €10 per warrant. The warrants were to lapse automatically on 1 January 2011. On 16 October 2007, the bond holders exercised their warrants.
The values of the liability component and the equity conversion component were determined at issuance of the bond. The fair value of the liability component of the non-convertible bond was calculated based on cash flows discounted using a market interest rate for an equivalent non-convertible bond without detachable warrants. The residual amount of €235,414, representing the value of the warrants, was included in shareholders' equity as 'share warrants' and later transferred to 'share premium' on issue of shares.
The non-convertible bond recognised in the statement of financial position is calculated as follows:
31 March 2011 | 31 March 2010 | |
Liability component at 1 April | 3,099,839 | 3,049,788 |
Interest expense (note 21) | 203,613 | 230,051 |
Interest paid / fair value adjustments | (303,452) | (180,000) |
Principal repayment | (3,000,000) | - |
Liability component at 31 March | - | 3,099,839 |
|
16. Deferred income tax
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The offset amounts are as follows:
31 March 2011 | 31 March 2010 | |
Deferred income tax liabilities | ||
- to be recovered after more than 12 months | 15,374,254 | 10,255,873 |
- to be recovered within 12 months | - | - |
15,374,254 | 10,255,873 |
The movement in deferred income tax liabilities during the year is as follows:
Tangible assets | Intangible assets | Others | Total | |
At 31 March 2009 | 1,145,269 | 1,373,639 | - | 2,518,908 |
Recognised in profit or loss | 135,072 | (31,400) | 192,825 | 296,497 |
Acquisition of subsidiary | 3,108,739 | 3,497,812 | - | 6,606,551 |
Exchange difference | 265,933 | 547,193 | 20,791 | 833,917 |
At 31 March 2010 | 4,655,013 | 5,387,244 | 213,616 | 10,255,873 |
Recognised in profit or loss | 88,199 | 924,437 | (187,695) | 824,941 |
Acquisition of subsidiary | 2,176,008 | 2,709,691 | - | 4,885,699 |
Exchange difference | (290,812) | (301,268) | (179) | (592,259) |
At 31 March 2011 | 6,628,408 | 8,720,104 | 25,742 | 15,374,254 |
As at 31 March 2011 and 2010, there was no recognised deferred tax liability that would be payable on the unremitted earnings of certain of the Group's subsidiaries since the group has determined that undistributed profits of its subsidiaries will not be distributed in the foreseeable future. The temporary differences associated with investments in subsidiaries for which deferred tax liability has not been recognised aggregate to €2,285,015 (2010: €1,500,694).
17. Revenue
31 March 2011 | 31 March 2010 | |
Sale of power | 40,047,733 | 17,455,516 |
Sale of emission reductions | 4,397,680 | 1,831,278 |
44,445,413 | 19,286,794 |
18. Employee benefit obligations
31 March 2011 | 31 March 2010 | |
Statement of financial position obligation for | ||
Gratuity | 24,308 | 50,059 |
Compensated absences | 57,674 | 33,378 |
81,982 | 83,437 | |
Expense recognised in the profit or loss | ||
Gratuity | 10,208 | 23,678 |
Compensated absences | 23,235 | 13,917 |
33,443 | 37,595 |
The principal actuarial assumptions used were as follows:
31 March 2011 | 31 March 2010 | |
Discount rate | 8.17 percent | 8.20 percent |
Future salary increases | 7 percent | 7 percent |
Return on plan assets | 9 percent | 9 percent |
Retirement age | 60 years | 58 years |
The group makes annual contributions under a group gratuity plan to Life Insurance Corporation of India ("LIC") of an amount advised by LIC. The group is not informed by LIC of the investments made by the LIC or the break-down of plan assets by type of investments. The expected rate of return on plan assets is based on the expectation of the average long-term rate of return expected on the insurer managed funds during the estimated term of the obligation. The group expects to contribute €78,055 towards gratuity plan in the year ended 31 March 2012.
19. Employee benefit expense
31 March 2011 | 31 March 2010 | |
Salaries and wages | 2,586,239 | 1,478,833 |
Share options granted to directors (note 13.2) | 398,281 | 503,515 |
Employee welfare expenses | 215,826 | 95,142 |
Retirement benefits-defined contribution plans | 109,301 | 50,932 |
Retirement benefits-defined benefit plans (note 18) | 10,208 | 23,678 |
Compensated absences | 23,235 | 13,917 |
3,343,090 | 2,166,017 |
20. Other operating expenses
31 March 2011 | 31 March 2010 | |
Rent | 191,617 | 92,118 |
Rates and taxes | 273,354 | 217,709 |
Insurance | 383,711 | 137,591 |
Printing and stationery | 52,243 | 23,450 |
Advertisement and business promotion expenses | 58,042 | 70,878 |
Communication expenses | 115,733 | 99,589 |
Legal and professional charges | 909,330 | 395,029 |
Audit fee | 111,327 | 26,537 |
Repairs and maintenance | 253,656 | 952,284 |
Directors fees and expenses | 205,664 | 168,087 |
Travelling and conveyance expenses | 265,240 | 150,132 |
Provision for impairment of trade and other receivables | 377,424 | 75,256 |
Other miscellaneous expenses | 487,271 | 408,617 |
3,684,612 | 2,817,277 |
21. Finance income and costs
31 March 2011 | 31 March 2010 | |
Finance income | ||
Foreign exchange gain on financing activities | 2,876,387 | 576,081 |
Interest on bank deposits and others | 1,601,079 | 599,681 |
Dividend from units of mutual funds | 1,621 | 420 |
4,479,087 | 1,176,182 | |
Finance cost | ||
Interest cost | ||
- on non-convertible bond | 203,613 | 230,051 |
- on borrowings | 7,870,471 | 1,988,683 |
Bank charges | 990,382 | 216,237 |
Loss on derivative financial instruments | 12,504 | 50,058 |
9,076,970 | 2,485,029 | |
Net finance costs | (4,597,883) | (1,308,847) |
22. Income tax expense
31 March 2011 | 31 March 2010 | |
Current tax | 1,738,883 | 224,931 |
Deferred tax (note 16) | 824,941 | 296,497 |
2,563,824 | 521,428 |
The tax on the group's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:
31 March 2011 | 31 March 2010 | |
Profit before income tax | 14,004,368 | 4,861,599 |
Domestic tax rate for Greenko Group plc | 0% | 0% |
Expected tax expense | - | - |
Adjustment for tax differences in foreign jurisdictions | 2,563,824 | 521,428 |
Tax charge | 2,563,824 | 521,428 |
The tax rates used in computing the weighted average tax rate is the substantively enacted tax rate. In respect of the Indian entities this was 32.45 percent (2010: 33.99 percent).
The Indian subsidiaries of the group engaged in power generation currently benefit from a tax holiday from the standard Indian corporate taxation rate which for the years ended 31 March 2009 and 2010 was 33.99 percent. The tax holiday period under the Indian Income Tax Act is for 10 consecutive tax assessment years out of a total of 15 consecutive tax assessment years from the tax assessment year in which commercial operations commenced. However, these companies are still liable for Minimum Alternate Tax which is calculated on the book profits of the relevant entity and is currently at a rate of 19.93 percent (2010: 17 percent).
23. Earnings per share
a) Basic
Basic earnings per share, is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.
31 March 2011 | 31 March 2010 | |
Profit attributable to equity holders of the Company | 8,889,745 | 2,503,384 |
Weighted average number of ordinary shares in issue | 119,418,237 | 73,202,588 |
Basic earnings per share (in cents) | 7.44 | 3.42 |
b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has two categories of dilutive potential ordinary shares: share options issued under a share-based payment plan and swap options issued to redeemable preference shareholders of subsidiary company. For share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to and including the unrecognised compensation expense on outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. For swap options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value received on issuance of redeemable preference shares. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.
31 March 2011 | 31 March 2010 | |
Profit attributable to equity holders of the Company | 8,889,745 | 2,503,384 |
Weighted average number of ordinary shares in issue | 119,418,237 | 73,202,588 |
Weighted average number of ordinary shares for diluted earnings per share | 133,058,593 | 73,202,588 |
Diluted earnings per share (in cents) | 6.68 | 3.42 |
24. Commitments and contingencies
a) As at 31 March 2011, the group has a contractual commitment under an ERPA to sell/deliver 324,436 CERs and 253,000 VERs (2010: 25,821 CERs) to third parties at a fixed price.
If the group is unable to generate sufficient quantities of CERs to fulfil its remaining contractual commitment to the third party, the CERs would need to be sourced from elsewhere by the group. Whilst the projected cost of these alternate CERs is indeterminable, it is possible that the group would have to acquire the CERs at market prices in excess of their contractual sales value.
b) Andhra Pradesh Electricity Regulatory Commission ("APERC") through its order dated 20 March 2004 did a downward revision of billing rates, effective from 1 April 2004. Consequent to the downward revision of the billing rates, the Non-Conventional Energy developers approached the High Court of Andhra Pradesh on the APERC's order. The High Court issued an interim order allowing Transmission Corporation of Andhra Pradesh ("AP Transco") to implement the revised tariff in addition to payment of 50% of the differential amount between the tariff payable as per the Power Purchase Agreement and as per APERC order. The case was referred to the Appellate Tribunal for Electricity which related that the order pronounced by the APERC is not valid and that the payment has to be made as per the original PPA. AP Transco filed appeals in the Supreme Court of India which held the original billing mechanism as binding on AP Transco and sent the case back to the APERC to determine the final price per unit to be paid to the Non-conventional energy developers. The matter is now pending with the APERC and no finality could be arrived at in this regard and the matter is sub-judice.
c) In respect of certain power generation units of the group situated in Andhra Pradesh, India, the group has appealed, to Commissioner of Income-tax (Appeals) {CIT-(A)}, against the orders passed by income-tax assessing officer, aggregated to €475,847 for the assessment years 2005-06 to 2008-09. CIT (A) had issued an order in favour of the group for the assessment year 2005-06. The Income-tax assessing officer had contested the same with Income-tax tribunal and the appeal is dismissed.
d) The erstwhile Managing Director of Sai Spurthi Power Private Limited (SSPPL), an entity acquired by the group in March 2010, confirmed that the Corporate Guarantees issued by SSPPL for third parties is only for €1,110,057. However, SSPPL received a letter in December, 2010 from Punjab National Bank informing SSPPL that three Corporate Guarantees were executed on behalf of SSPPL, one for €8,538,899 on 14th December, 2006, one for €1,110,057 dated 7-5-2008 and a third one for €2,188,488 on 1st January, 2009. On verification of records once again and discussions with the erstwhile Managing Director, the management came to an opinion that the two Corporate Guarantees dated 14th December, 2006 and 1st January, 2009, were not executed by or on behalf of SSPPL and hence SSPPL is not responsible for any liability under those documents. The same was intimated to the Punjab National Bank through several letters. Accordingly, the contingent liability of SSPPL under the Corporate Guarantees issued to Punjab National Bank as collateral security for the loans availed by M/s Sagar Power (Neerukatte) is limited to €1,110,057 only. But, Punjab National Bank is insisting that the Corporate Guarantees for €11,837,444 were executed on behalf of SSPPL. This is a matter of dispute which needs to be finally settled. The Promoters/erstwhile seller-shareholders are responsible and obligated to the present shareholders(Greenko) and SSPPL, under the Agreements executed, to get the Corporate Guarantee(s) released without any liability to SSPPL.
e) Capital commitments
Capital expenditure contracted for at 31 March 2011 but not yet incurred aggregated to €134,679,176 (2010: €6,109,828).
25. Business combinations
25.1 Acquisitions of business during the year ended 31 March 2011
During the year ended 31 March 2011, the group acquired the following companies to enhance the generating capacity of the group from clean energy assets. Details of these acquisitions are set out below:
Date of acquisition | Percentage acquired | |
Astha Projects (India) Private Limited (APIL) | 1 April 2010 | 100% |
Hemavathy Power and Light Private Limited (HPLPL) | 1 August 2010 | 100% |
Fortune Five Hydel Projects Private Limited (FFHPPL) | 31 March 2011 | 100% |
Results of the acquired entities have been consolidated in the statement of comprehensive income from the date of acquisition. If the acquisition had occurred on 1 April 2010, the Group's revenue and net profit for the year ended 31 March 2011 would have increased/ (decreased) by €270,359 and €(1,545,495) respectively.
Details of net profit contributed by the acquired entities for the period commencing from acquisition date to the reporting date:
Net profit | |
APIL | 1,138,943 |
HPLPL | 1,728,794 |
FFHPPL | - |
2,867,737 |
These amounts have been calculated using the Group's accounting policies and by adjusting the results of the subsidiaries to reflect the additional depreciation and amortisation that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had applied from 1 April 2010, together with the consequential tax effects. Goodwill arising on business combinations is not available for deduction under income tax.
Details of net assets acquired and goodwill are as follows:
APIL | HPLPL | FFHPPL | Total | |
Purchase consideration | ||||
- Cash paid | 4,980,386 | 17,350,330 | 1,581,278 | 23,911,994 |
- Amount paid as advance in earlier year | 4,714,003 | 8,233 | - | 4,722,236 |
Total purchase consideration | 9,694,389 | 17,358,563 | 1,581,278 | 28,634,230 |
Fair value of net assets acquired | 7,340,408 | 10,082,844 | 5,856,412 | 23,279,664 |
Goodwill | 2,353,981 | 7,275,719 | - | 9,629,700 |
Excess of group's interest in the fair value of acquiree's assets and liabilities |
- | - |
(4,275,134) | (4,275,134) |
The group has acquired 100% equity in APIL and HPLPL which has operating hydel power projects of 10 MW and 24 MW in the state of Himachal Pradesh, India and Karnataka, India respectively.
The group has also acquired FFHPPL which has licences for the construction of wind and hydro power projects in the state of Karnataka, India, aggregating to 158 MW and 23.25 MW respectively. The implementation of the project was in progress at the time of acquisition. Certain approvals required to implement the power projects were obtained.
Generally, the total gestation period, starting from obtaining licence till commencement of commercial operations, for hydro power projects and wind power projects of this size and model is 4 to 5 years and 5 to 6 years respectively. Hence, the project has enormous value embedded in it, which is generally not reflected in the books of account, and captured in the fair value of licences. These circumstances contributed to the amount recognised as goodwill. The excess of the group's interest in the fair value of acquiree's assets and liabilities over cost is resulting on account of the time value which the group gained, the value in near readiness for starting the commercial operations in a quick time, the value in ordering and almost readiness of all required equipment, suppliers and contractors, and the negotiation skills of the group.
The fair value of the acquiree's assets and liabilities arising from the acquisition were as follows:
APIL | HPLPL | FFHPPL | Total | |
Property, plant and equipment | 10,663,892 | 17,549,457 | 999,131 | 29,212,480 |
Licence | 1,155,878 | 1,580,767 | 7,848,672 | 10,585,317 |
Electricity PPA | 478,864 | 823,316 | - | 1,302,180 |
Inventories | 155,603 | - | - | 155,603 |
Trade and other receivables | 510,521 | 1,700,980 | - | 2,211,501 |
Cash and cash equivalents | 149,997 | 2,993,970 | 1,326 | 3,145,293 |
Borrowings | (3,662,513) | (11,833,112) | - | (15,495,625) |
Trade and other payables | (700,328) | (1,250,753) | (1,000,305) | (2,951,386) |
Deferred income tax liabilities | (1,411,506) | (1,481,781) | (1,992,412) | (4,885,699) |
Net assets acquired | 7,340,408 | 10,082,844 | 5,856,412 | 23,279,664 |
Purchase consideration settled in cash (net of advances) | 4,980,386 | 17,350,330 |
1,581,278 | 23,911,994 |
Cash and cash equivalents acquired | (149,997) | (2,993,970) | (1,326) | (3,145,293) |
Cash outflow on acquisition | 4,830,389 | 14,356,360 | 1,579,952 | 20,766,701 |
The acquiree's carrying amount of assets and liabilities arising from the acquisition are as follows:
| APIL | HPLPL | FFHPPL | Total |
Property, plant and equipment | 8,950,203 | 13,350,279 | 999,131 | 23,299,613 |
Investments | 21,054 | - | - | 21,054 |
Inventories | 155,603 | - | - | 155,603 |
Trade and other receivables | 365,555 | 1,700,980 | - | 2,066,535 |
Cash and cash equivalents | 149,997 | 2,993,970 | 1,326 | 3,145,293 |
Borrowings | (3,662,513) | (11,833,112) | (15,495,625) | |
Trade and other payables | (700,328) | (1,250,753) | (1,000,305) | (2,951,386) |
Deferred income tax liabilities | (358,720) | - | (358,720) | |
Net assets | 4,920,851 | 4,961,364 | 152 | 9,882,367 |
25.2 Acquisition of non-controlling interests during the year ended 31 March 2011
During the month of December 2010 and March 2011, the group infused capital of €8,630,705 for allotment of 52,000,000 shares in SKPPL and acquired 31,500 shares from the non-controlling interests in SKPPL for a consideration of €180,516. Pursuant to the infusion of capital and acquisition of shares from non-controlling interests, the ownership interest of the group in SKPPL increased from 83.67 percent to 99.88 percent resulting in a 16.21 percent additional interest in subsidiary. This transaction is accounted as an equity transaction, and accordingly no gain or loss is recognised in the consolidated statement of comprehensive income. The difference of €950,894 between the fair value of the net consideration paid (€180,516) and the amount by which the non-controlling interest (€1,131,410) is adjusted and credited to 'other reserve' within consolidated statement of changes in equity and attributed to the equity holders of the parent.
25.3 Acquisitions of business during the year ended 31 March 2010
During the year ended 31 March 2010, the group acquired the following companies. Details of these acquisitions are set out below:
Date of acquisition | Percentage acquired | |
LVS Power Private Limited (LVS) | 1 March 2010 | 100% |
Sai Spurthi Power Private Limited (SSPL) | 1 March 2010 | 100% |
Sneha Kinetic Power Projects Private Limited (SKPPL) | 2 December 2009 | 83.67% |
The group has acquired and is a registered shareholder of 51 percent of the shares in issue of LVS. The group controls more than 50 per cent of the Board of LVS. The operating and financial decision making powers vest with the group. A liability for the consideration payable €7,323,675 in respect of the balance 49 per cent shares has been recognised in the books of account, since the group, though not the legal owner, is the beneficial owner of the remaining interest and it has financial and operational control over 100 percent interest in LVS by virtue of the share purchase agreement. Consequently, no non-controlling interest has been recognised in the consolidated financial statements as at 31 March 2010. The legal transfer of balance shares has already been completed subsequent to 31 March 2010. Subsequent to 31 March 2010, the group has paid the balance consideration of €7,323,675.
The group has acquired 72 per cent of the shares of SSPL. The group controls more than 50 per cent of the Board of SSPL as on 31 March 2010. The operating and financial decision making powers vest with those directors. A liability for the consideration payable €3,055,241 in respect of the balance 28 per cent shares has been recognised in the books of account, since the group, though not the legal owner, is the beneficial owner of the remaining interest and it has financial and operational control over 100 percent interest in SSPL by virtue of the share purchase agreement. Consequently, no non-controlling interest has been recognised in the consolidated financial statements as at 31 March 2010. Subsequent to 31 March 2010, the group has paid the balance consideration of €2,235,641.
The group has acquired 83.67 per cent of the shares of SKPPL. The group controls more than 50 per cent of the Board of SKPPL as on 31 March 2010. The operating and financial decision making powers vest with those Directors. Full consideration was paid and the transfer of shares to the group was approved by the Board of Directors of SKPPL as on 31 March 2010. Non-controlling interest in the Company is recognised to the extent of 16.33 per cent. Refer note 25.2 for acquisition of non-controlling interest in SKPPL during the year 31 March 2011.
Results of the acquired entities have been consolidated in the statement of comprehensive income from the date of acquisition. If the acquisition had occurred on 1 April 2009, the group's revenue and net profit for the year ended 31 March 2010 in respect of these companies would have been as follows:
Revenue | Net profit | |
LVS | 25,751,045 | 3,201,948 |
SSPL | 1,851,843 | 387,531 |
SKPPL | - | (86,744) |
27,602,888 | 3,502,735 |
Details of net profit for the period commencing from acquisition date to the reporting date:
Net profit | |
LVS | 269,332 |
SSPL | (24,016) |
SKPPL | (67,893) |
177,423 |
These amounts have been calculated using the Group's accounting policies and by adjusting the results of the subsidiaries to reflect the additional depreciation and amortisation that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had applied from 1 April 2009, together with the consequential tax effects. Goodwill arising on business combinations is not available for deduction under income tax.
Details of net assets acquired and goodwill are as follows:
LVS | SSPL | SKPPL | Total | |
Purchase consideration | ||||
- Cash paid | 17,170,207 | 3,567,256 | 2,833,811 | 23,571,274 |
- Amount payable | 7,323,674 | 3,055,241 | - | 10,378,915 |
- Direct costs relating to the acquisition paid |
24,512 | 18,825 | 15,328 | 58,665 |
- Direct costs relating to the acquisition payable |
7,026 | - | - | 7,026 |
Total purchase consideration | 24,525,419 | 6,641,322 | 2,849,139 | 34,015,880 |
Fair value of net assets acquired | 21,468,684 | 7,131,571 | 7,215,065 | 35,815,320 |
Goodwill | 3,056,735 | - | - | 3,056,735 |
Excess of group's interest in the fair value of acquiree's assets and liabilities over cost |
- | (490,249) | (4,365,926) | (4,856,175) |
SKPPL has a licence for the construction of hydro power projects in the state of Sikkim, India, aggregating to 96 MW. The implementation of the project was in progress at the time of acquisition. Certain approvals required to implement the hydro power project were obtained, power purchase agreement was executed and steps were taken to implement the project at the time of acquisition.
Generally, the total gestation period, starting from obtaining licence till commencement of commercial operations, for hydro power projects of this size and model is 4 to 5 years. Hence, the project has enormous value embedded in it, which is generally not reflected in the books of account, and captured in the fair value of licences. The excess of the group's interest in the fair value of acquiree's assets and liabilities over cost is resulting on account of the time value which the group gained, the value in near readiness for starting the commercial operations in a quick time, the value in ordering and almost readiness of all required equipment, suppliers and contractors, and the negotiation skills of the group.
The total commercial value paid for intangible assets including gas allocation of LVS Power Limited could not be captured as fair value as there are not many commercial transactions happened in this area, thus resulting in acquisition consideration being more than the fair value recorded. In addition, deferred tax of €3.5 million was provided which resulted in recognition of goodwill.
The fair value of the acquiree's assets and liabilities arising from the acquisition were as follows:
LVS | SSPL | SKPPL | Total | |
Property, plant and equipment | 11,449,028 | 8,252,440 | 2,821,602 | 22,523,070 |
Licence | 2,416,813 | 652,762 | 9,627,507 | 12,697,082 |
Electricity PPA | 7,323,675 | 222,894 | 1,289,398 | 8,835,967 |
Inventories | 2,754,893 | - | - | 2,754,893 |
Trade and other receivables | 1,321,142 | 2,030,013 | 25,222 | 3,376,377 |
Cash and cash equivalents | 245,877 | 399,883 | 1,008,015 | 1,653,775 |
Borrowings | - | (2,940,217) | (3,874) | (2,944,091) |
Trade and other payables | (504,375) | (702,320) | (3,860,332) | (5,067,027) |
Deferred income tax liabilities | (3,538,369) | (783,884) | (2,284,298) | (6,606,551) |
Net assets acquired | 21,468,684 | 7,131,571 | 8,623,240 | 37,223,495 |
Non-controlling interest | - | - | (1,408,175) | (1,408,175) |
Net assets acquired | 21,468,684 | 7,131,571 | 7,215,065 | 35,815,320 |
Purchase consideration settled in cash | 17,194,719 | 3,586,081 | 2,849,139 | 23,629,939 |
Cash and cash equivalents acquired | (245,877) | (399,883) | (1,008,015) | (1,653,775) |
Cash outflow on acquisition | 16,948,842 | 3,186,198 | 1,841,124 | 21,976,164 |
The acquiree's carrying amount of assets and liabilities arising from the acquisition are as follows:
LVS | SSPL | SKPPL | Total | |
Property, plant and equipment | 6,068,258 | 6,165,640 | 2,913,457 | 15,147,355 |
Inventories | 2,403,038 | - | - | 2,403,038 |
Trade and other receivables | 5,526,325 | 2,030,013 | 25,222 | 7,581,560 |
Cash and cash equivalents | 245,877 | 399,883 | 1,008,015 | 1,653,775 |
Borrowings | - | (2,940,217) | (3,874) | (2,944,091) |
Trade and other payables | (512,642) | (702,320) | (3,860,332) | (5,075,294) |
Net assets | 13,730,856 | 4,952,999 | 82,488 | 18,766,343 |
Non-controlling interest | - | - | (13,470) | (13,470) |
13,730,856 | 4,952,999 | 69,018 | 18,752,873 |
26. Related-party transactions
The group is not controlled by any single individual or group or entity. Aloe Environment Fund and Aloe Environment Fund II (which are both managed by Aloe Private Equity S.A.S.) together with a share holding of 17.85 percent and GEEMF holder of 36,369,551 shareholding in Greenko Mauritius and options for 19.61 percent ordinary shares in exchange for its shareholding in Greenko Mauritius with substantial management reserved rights as at 31 March 2011 have significant influence over the group.
The following transactions were carried out with related parties:
Key management compensation
31 March 2011 | 31 March 2010 | |
Short-term employee benefits | ||
Anil Kumar Chalamalasetty | 331,000 | 302,950 |
Mahesh Kolli | 331,000 | 302,950 |
Harish Chandra Prasad Y | 45,000 | 40,000 |
Vivek Tandon | 40,000 | 30,000 |
Hari Kiran Vadlamani | 40,000 | 30,000 |
Narsimharamulu Pantam | 40,000 | 25,000 |
Vinodka Murria | 40,000 | 2,366 |
Total short-term employee benefits | 867,000 | 733,266 |
Share-based payments | ||
Anil Kumar Chalamalasetty | 199,141 | 251,758 |
Mahesh Kolli | 199,140 | 251,757 |
Total share-based payments | 398,281 | 503,515 |
Total remuneration | 1,265,281 | 1,236,781 |
27. Segment reporting
The Group has adopted the "management approach" in identifying the operating segments as outlined in IFRS 8. IFRS 8 establishes standards for the way that public business enterprises report information about operating segments and related disclosures about products and services, geographic areas, and major customers. The group operations predominantly relate to generation and sale of electricity. The chief operating decision maker evaluates the group performance and allocates resources based on an analysis of various performance indicators at operational unit level. Accordingly there is only a single operating segment "generation and sale of electricity and related emission reductions". Consequently no segment disclosures of the group are presented.
The group has all of its non-current assets, other than financial instruments, located within India, and earn its revenues from customers located in India, except €868,895 (2010: €1,831,278) representing revenue from customers located outside India.
Revenues from four major customers relating to power generating activities represent €28,106,860 (2010: €15,803,407) of the total revenue.
28. Events after the reporting date
The Company at its EGM dated June 27, 2011 increased its authorised share capital from 190,000,000 shares to 215,000,000 shares.
The company has raised gross proceeds of £50 million through a placing (the "Placing") of 22,222,223 new ordinary shares of €0.005 each by way of a placing with new and existing investors. The placing price of 225 pence per share (the "Placing Price") is at a discount of approximately 4 per cent to the closing middle market price of 235 pence of an ordinary share (as derived from the Daily Official List of the London Stock Exchange) on 31 May 2011. The placing was approved at the company's Extraordinary General Meeting held on 27 June 2011.
The Company and ACMK Enterprises Limited ("ACMK"), a company controlled by the Executive Directors of the Company, have entered into a conditional subscription agreement pursuant to which ACMK will agree to subscribe, and the Company can require it to subscribe, for 2,222,222 new ordinary shares of €0.005 at the Placing Price (the "Subscription Shares"), such subscription to be completed by not later than the first anniversary of Admission (the "Subscription"). The Executive Directors are also party to the agreement for the purpose of guaranteeing ACMK's obligations under the agreement.
The company has partnered with General Electric ("GE"), one of the world's largest turbine suppliers and signed a memorandum of understanding for GE to supply, install, erect and maintain XLE 1.6 MW turbines which are designed specifically for Class III wind speeds, which are encountered in India. The turbines, which have higher hubs and a larger rotor diameter, are designed to enable company to achieve a relatively low cost per kWh and enhance generation potential.
The company has secured licenses for new wind farms in Andhra Pradesh, Karnataka and Rajasthan. These licenses, in aggregate, add 650 MW to company's wind portfolio taking its total wind assets in development to 1,015 MW (1 GW). The acquisition transaction is yet to be completed.
Related Shares:
GKO.L