3rd Mar 2016 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
3 March 2016
Mytrah Energy Limited
("Mytrah" or the "Company")
Final Results for the year ended 31 December 2015
Power generation capacity increased 10% to 583 MW in 2015 with 33 wind turbines installed
Completed US$380 million refinancing since period end
Mytrah Energy, the India-based renewable focused Independent Power Producer, is pleased to announce its full year results for the year ended 31 December 2015.
2015 has been an important year for Mytrah, delivering capacity expansion ahead of plan and robust financials despite a weak environment. In addition, the company has issued additional Non-Convertible Bonds, delivered a transformational senior debt refinancing and built a new solar business.
Financial Highlights:
· Revenue of USD 74.72m, an increase of 7% over the previous year (2014: USD 69.55 m);
· Underlying EBITDA1 of USD 66.43m up 3% (2014: 64.34m); underlying EBITDA margin of 89%;
· Pre-tax profits of USD 0.47m (2014: USD 2.28m);
· In Indian Rupee terms revenue increased by 13%, underlying EBITDA increased by 9%;
· Cash & cash equivalents of USD 55.58m (including bank deposits of USD 49.67m);
· Post period end, signed a new Rupee Term Loan Agreement of INR 25.8 billion (approx. USD 380 million) to refinance senior loans from 22 banks across 543 MW of operating wind farms, increasing credit rating to A, reducing the interest rate by an average of 140 basis points and extending the average maturity of debt by approximately 3 years;
· Extended existing INR Non Convertible Bond financing facility to access an additional USD 60m, bringing total new finance raised under this structure to USD 130m; USD 70m in 2014 and USD 60m in 2015;
· Secured USD 232.5m senior loans for 250MW projects under construction;
· Post period end, signed a term sheet with a leading Multilateral DFI for USD 175m senior loan to be used across various upcoming wind and solar projects;
Operational Highlights:
· 616.5 MW of revenue generating wind assets operating at present;
· 240MW assets in construction on track for the upcoming wind season, of which Bhesada - 50.4 MW - fully commissioned and connected to the grid post period end;
· Construction underway on an additional 220 MW, bringing total currently in construction to 460 MW;
· Began new wind turbine supply relationships with General Electric and Inox;
· Signed EoI with Government of Karnataka for developing 450MW wind projects;
· Installed 317kW of rooftop solar projects;
· Signed power purchase agreements (PPAs) for 282 MW of solar projects; additional 95 MW PPAs are expected to be signed shortly.
Commenting on the results and refinancing, Ravi Kailas, Chairman and CEO, said:
"In just five years, Mytrah has become one of the largest renewable energy Independent Power Producers in India. The US$380 million refinancing is a great endorsement of Mytrah as a high quality business operating in one of the world's biggest energy markets.
"Increasing our wind power generation capacity by 10% in 2015 to 583 MW, with 33 wind turbines installed across 3 projects, was a significant feat and this expansion has continued since the year end, reaching 616.5 MW at present. The growth has been delivered on budget and is ahead of schedule so that we now expect to have a capacity of 783 MW at the start of wind season 2016; 40MW ahead of our previous guidance."
For further information please visit www.mytrah.com or contact:
Mytrah Energy Limited Ravi Kailas / Bob Smith
| +44 (0)20 3402 5790
|
Investec Bank plc Chris Sim / Jeremy Ellis
| +44 (0)20 7597 5970
|
Mirabaud Securities LLP Peter Krens / Rory Scott |
+44 (0)20 7878 3360
|
Yellow Jersey PR Limited Charles Goodwin
|
+44 (0)77 4778 8221 |
Chairman and CEO's statement
On behalf of the Board, I am pleased to present the consolidated annual accounts for Mytrah Energy Limited ("Mytrah" or the "Company", and with the subsidiary companies, the "Group") for the year ended 31 December 2015.
Mytrah, which listed in London in October 2010, manages a diversified renewable energy portfolio and is one of India's largest renewable energy Independent Power Producers ('IPP'). During the year to 31 December 2015, Mytrah grew its generation capacity to 583 MW, a 10% increase over the previous year. Additional capacity of 25.2MW was added post year-end, taking the operational wind portfolio to a total capacity of 616.5MW at present, all of which was created within a short time span of five years. When this operational capacity is combined with projects currently under construction, and a successful entry into the solar business, Mytrah now has the ability to reach 1,380 MW (c. 1.40 GW) of renewable electricity production capacity in the next few years.
The Board is delighted to report a set of strong results which demonstrates the quality and maturity of Mytrah's business. The Company continues to pursue a strategy of diversification, and this has allowed Mytrah to remain resilient in a year characterised by variable wind speeds which were generally lower than the historical long term average. The Company delivered robust revenue growth of 13% YoY in rupee terms (7% in USD) during the period. The Company has also increased generating capacity and has executed a transformational refinancing deal post period end which will underpin continued strong capacity expansion.
The refinancing is a first of its kind and the largest in the Indian renewable/wind sector, bringing together 10 operating wind plants into one financial structure with an A rating resulting in interest rate reduction by 140 bps. The new structure greatly simplifies Mytrah's business; replacing 22 separate senior lenders and six loan facilities with just three lenders in a single loan facility.
Operational performance
Electricity generation is influenced by the quality of the wind resource for the year, and the mechanical availability of the wind plants.
During the period under review, wind speeds have been variable from month to month and somewhat below expectations over the entire period. However, the Company's current wind farms are geographically spread across 6 states, covering over 2000km from the northern to southern part of India. This has, to some extent, mitigated the effects of the low wind this year, as some plants experienced slightly better wind conditions than others. This "portfolio effect" has enabled the Company to deliver a profit even in a poor wind year, and also facilitated refinancing of the 543 MW operating portfolio.
Whilst the wind is outside the Company's control, continued focus by the operations team has delivered good availability, with some plants exceeding 99% mechanical availability in the year to 31 December 2015. The depth of capability in Mytrah's operations team is an increasingly important competitive advantage as the Company's operating portfolio expands.
Project Construction
The construction portfolio has increased over the year from 300 MW to 460 MW. From this portfolio, the wind project at Bhesada (50.4MW) is fully commissioned and operational at present and construction of other new projects, including Vajrakarur 2 and Nazeerabad (approximately 150 MW combined) is progressing as planned, targeting for commissioning ahead of the wind season. In addition, Mytrah is pleased to say that construction at the 90MW Nidhi wind farm in Rajasthan has progressed ahead of plan, and c. 40 MW of this project is also now expected to be on stream ahead of the wind season. This brings our expected capacity to 783 MW going into the 2016 wind season. An additional 220 MW of projects are in construction and expected to be commissioned ahead of the 2017 wind season, taking the Company past the 1 GW milestone in operational wind capacity.
In an effort to assist Mytrah's shareholders in understanding the most important stages of the life cycle of a wind project during its development, the Company has provided below a quantified assessment of the progress of its current wind projects as at the current date. This is based on management's experience and not verified by any third party.
Project | Expected Capacity in 2016 Wind Season | Substation Progress | Export Line Progress | Wind Turbine Progress |
Bhesada | 50.4 MW | Complete & Charged | Complete & Charged | All the 24 turbines commissioned |
Vajrakarur 2 | 100 MW | Complete & Charged | Complete & Charged | 11 out of 50 turbines commissioned Erection of another 30 turbines is complete |
Nazeerabad | 50 MW | 85% Complete | 85%Complete | Erection of all 24 turbines is complete. |
Nidhi Wind Farms | 40 MW | 80% Complete | 80% Complete | Erection of all 24 turbines is complete. |
Additional 220 MW in construction | Target commissioning ahead of 2017 wind season | 70% Complete | 60%Complete | Foundation construction in progress |
Project pipeline
In addition to the projects under construction, Mytrah has an extensive pipeline of wind projects exceeding 3000 MW. With 211 wind masts installed in 8 states, the Company's wind data base continues to provide differentiated access to new project sites. As part of the ongoing pipeline development work, the Company signed a non-binding Expression of Interest (EoI) with the Government of Karnataka to develop 450 MW of renewable projects in Karnataka State during February 2016.
Financing
During the year 2015, the Group has extended the existing bond facility (including India-listed non-convertible bonds issued by Mytrah Energy (India) Limited) by a further USD 60m (2014: USD 70m), bringing the total finance raised under this structure to USD 130m. The Company has also raised over USD 200m of senior debt for new projects and, post period end, secured a USD 380m refinancing of all the senior debt in its 543 MW operating wind portfolio. This new facility will be used to refinance twenty-two existing senior lenders in operating wind projects, reducing the interest rate by an average of 140 basis points and extending the average maturity of debt by approximately 3 years. The re-financing greatly simplifies the Company's debt structure and also provides approximately USD 8 m of additional funds which Mytrah will use to finance further capacity expansion within this group.
These transactions, conducted with sophisticated financial institutions, underline the growing maturity of our business and the quality of our operating asset portfolio.
Macro environment
With a growth of over 7 per cent in the 9 month period ended 31 December 2015, India is considered one of the world's fastest-growing economies. The International Monetary Fund (IMF) predicted that India would retain the status of fastest growing economy until 2020. Both manufacturing and electricity outputs experienced strong growth (3.1 per cent and 4.5 per cent respectively) in the period, boosting overall industry performance.
The renewable energy sector continues to enjoy strong support from the central Government, with the Prime Minister creating a target of 175 GW of renewable capacity installed by 2022. Of this 100 GW is expected to be solar, 60 GW wind, and 15 GW other technologies.
A key outcome of the Government's focus is the "UDAY" (Ujwal DISCOM Assurance Yojana) reform approved in November 2015. The scheme aims at improving the financial health of the state electricity boards (SEBs) which purchase most of Mytrah's electricity under long-term contracts. UDAY aims to reduce the debt burden of the SEBs and is expected to translate to faster and more reliable payments from some of the weaker SEBs.
Solar
2015 has seen rapid development in the solar sector of India. Over 15 GW of capacity auctions have been run across various states, and Mytrah has acquired rights to 377 MW of projects in Telangana (327 MW) and Punjab (50 MW). These projects have long-term power purchase agreements with the state electricity boards, and will be constructed over the next 12 - 18 months, adding to the 1 GW of wind capacity under construction. At present, PPAs have been signed for 282 MW of these projects, with the remaining 95 MW expected to follow shortly.
In addition to the success in large project bids, Mytrah has also installed 317kW of rooftop systems for commercial customers. The solar team has grown rapidly, now numbering over 30 and more details of the company's solar plans will be released to the market at the appropriate time.
Maturing business
Mytrah is a pure-play renewable power generation company with a clear focus on maximising performance of its operating assets, delivering new capacity on time and within budget, and building a sustainable pipeline of future opportunities. The business is growing and maturing in all aspects; setting visible and achievable targets, leading to on time project delivery, continually improving financial structures, experienced management and high quality technical staff, and strong relationships with a diverse group of wind turbine suppliers.
Mytrah will continue to make a significant investment in our people, systems and processes to ensure we have the foundation needed to support sustained growth and an ever-expanding footprint.
Outlook
Following a solid performance in 2015, the Company is focused on continued growth in the renewable energy sector within the wind and solar markets. The Company's diversified portfolio has demonstrated robustness in spite of higher-than-expected seasonal weather volatility during 2015 and this is reinforced by the confidence of lenders which entered into a new refinancing arrangement, underpinning management's belief that the variable wind this year is a temporary limitation and not a routine pattern.
The portfolio exhibits strong diversification benefits with 11 assets across six States. We expect to continue to grow rapidly, entering the 2016 wind season with 783 MW operating, and a further 220MW in construction.
The GoI's focus on the renewable energy sector set to continue through 2016 and beyond. We expect a significant number of investment opportunities for the Company as there is an increased activity across the sector, and a number of States taking positive steps to support renewables. We are currently evaluating a number of potential opportunities for further investment, and will invest selectively, providing the terms are attractive for our shareholders. Safe and efficient management of assets in operation or under maintenance or construction remains our top priority. Mytrah intends to continue to remain active and focused in the renewables space and looks forward to a further year of steady portfolio performance and growth and to further positive engagement with our stakeholders.
Business Review
Particulars | Year ended31 December 2015 | Year ended31 December 2014 | Change |
| USD mn | USD mn | USD mn |
Revenue Income | 74.72 | 69.55 | 5.17 |
Other operating income | 0.88 | 0.37 | 0.51 |
Employee benefits expenses | (3.04) | (4.45) | 1.41 |
Other operating expenses | (7.28) | (9.35) | 2.07 |
Earnings before interest, tax, depreciation and amortisation (EBITDA) | 65.28 | 56.12 | 9.16 |
Depreciation and amortisation expense | (16.40) | (11.36) | (5.04) |
Operating Profit | 48.88 | 44.76 | 4.12 |
Finance income | 3.35 | 1.05 | 2.30 |
Finance costs | (51.22) | (42.92) | (8.30) |
Other finance costs on refinancing | (0.54) | (0.61) | 0.07 |
Profit Before Tax | 0.47 | 2.28 | (1.81) |
Taxation expense | (0.08) | (0.40) | 0.32 |
Profit after tax | 0.39 | 1.88 | (1.49) |
|
|
|
|
Reported EBITDA as above | 65.28 | 56.12 | 9.16 |
Non-recurring and non-cash adjustments: |
|
|
|
Doubtful advances written-off | - | 2.15 | (2.15) |
Provision for trade receivables | 0.23 | - | 0.23 |
Transaction costs incurred in relation to raising of long-term finance | - | 4.25 | (4.25) |
Share-based payments | 0.64 | 0.92 | (0.28) |
Indirect-tax cost on inter-group transactions | 0.28 | 0.90 | (0.62) |
Total adjustments | 1.15 | 8.22 | (7.07) |
Underlying EBITDA | 66.43 | 64.34 | 2.09 |
Revenue
For the year ended 31 December 2015 the Group's revenue has increased by USD 5.17m, reflecting a 7% growth year on year, on account of capacity additions. The increase in revenues is primarily on account of increase in electricity generated during the year due to an increase in the operating capacity by 10% to 583 MW.
EBITDA
Underlying EBITDA for the year 2015 increased to USD 66.43m (2014: USD 64.34m) an increase of USD 2.09m, approximately 3% increase (9% in rupee terms), reflecting a reduction in Non-recurring and non-cash adjustments of USD 1.15m (2014: USD 8.22m). The increase in EBITDA is due to the increase in revenue partly offset by increase in costs of generation as the free O&M period came to an end in some of the assets.
Finance cost
Financing costs at USD 51.76m were USD 8.23m higher than the prior year due to expensing of interest on operating assets commissioned during the current year, which were under construction during the previous year and was capitalised and fair valuation of security deposits (a non-cash impact of USD 1.27 million).
Finance income
Higher finance income of USD 3.35m (2014 : USD 1.05m) was generated due to higher cash balance in the system and resultant increase in Interest on Bank deposits and investment in AAA bonds.
Profit before tax
Profit before tax (PBT) of USD 0.47m for the period 2015 (2014: USD 2.28m). Lower PBT during 2015 is largely on account of higher finance costs and O&M expenses of USD 2.13m (2014: USD 0.72) incurred during the year as the free warranty period in some projects was completed.
Taxation
The tax expense for the year 2015 was USD 0.08m (2014: USD 0.40m).
Earnings per share:
Basic and diluted earnings per share for the year 2015 was USD 0.71 cents (2014 USD: 1.14 cents) and USD 0.71 cents (2014 USD: 1.14 cents) respectively.
Financial position
The net book value of our Property, plant and equipment has increased by USD 270m (increase by 53%), almost all of which relates to investments made during the year in the construction of our new plants and that will start generating revenues in the year 2016. The Company's liquidity, as measured by current ratio (current assets over current liabilities) has improved to 1.67 compared to 0.73 last year.
Assets | 2015 | 2014 |
| (USD mn) | (USD mn) |
Property, plant and equipment | 779.93 | 510.11 |
Intangible assets | 0.20 | 0.33 |
Other investments | 2.06 | 1.59 |
Other non-current assets | 33.7 | 81.43 |
Cash and bank balances including liquid investments | 98.96 | 25.23 |
Current assets | 28.47 | 25.88 |
Current tax assets | 0.00 | 1.46 |
Deferred tax assets | 5.74 | 0.46 |
Total assets | 949.06 | 646.49 |
Capital structure
Strong financial capital management is an integral part of the Directors' strategy to achieve the Group's stated objectives. The Directors review financial capital reports on a quarterly basis and the Group treasury function does the review on a weekly basis, ensuring that the Group has adequate liquidity.
As at 31 December 2015 the Group had gross debt of USD674.2m (2014: USD 456.26m). During the year ended 31 December 2015, additional loans of USD 242.5m (net of repayments) were drawn for the construction of new assets that will start generating revenue in the period ending 2016. The Group continues to borrow at competitive rates and therefore currently deems this to be the most effective means of raising finance. The Group has established good relationships with banks and financial institutions enabling it to raise further financing on competitive terms.
As the assets under construction start generating revenues in 2016 and 2017, we expect that the Leverage (expressed as Net Debt/EBITDA) position of the Company will improve substantially with the increasing EBITDA.
Further information on the Group's capital structure is provided in note 1 to the consolidated financial statements, including details of how the Group manages risk in respect of capital, interest rates, foreign currencies and liquidity. A debt maturity profile is also included.
Cash flow
The cash generated from operations during the year was USD 74.64m (2014: inflow USD 50.08m). Investing activities for the current year resulted in a cash outflow of USD 236.62m (2014: outflow of USD 94.69m). Net financing cash inflows were USD 162.72m (2014: inflows of USD 42.04m). The increase in financing cash inflows was mainly due to draw down of loan facilities of USD 370.80m (2014: USD 176.23m) during the current year. At 31 December 2015 the Group had cash and bank balances of USD 55.58m (31 December 2014: USD 14.27m).
The company has effectively managed its receivables position and, despite the increase in revenues, the position is unchanged compared to previous period.
Liquidity and investments
At 31 December 2015 the Group had a strong liquidity position comprising of liquid assets of USD 101.02m and undrawn/committed credit facilities of USD 223.02m, which will be used for financing the projects under construction. The Group's net debt position at 31 December 2015 has increased to USD 618.62 (31 December 2014: USD 441.99m). The increase is mainly on account of drawdown of loan facilities during the year.
Ravi Kailas
Chairman & CEO
Mytrah Energy Ltd
Consolidated income statement for the year ended 31 December 2015 |
|
|
|
| |
|
|
|
|
|
|
| Note |
| Year ended 31 December 2015 | Year ended 31 December 2014 | |
|
|
|
|
| |
Continuing operations |
|
| USD | USD | |
|
|
|
|
|
|
Revenue | 6 |
| 74,719,666 | 69,554,186 |
|
Other operating income | 6 |
| 881,589 | 368,022 |
|
Employee benefits expense | 7 |
| (3,039,713) | (4,449,186) |
|
Other expenses | 8 |
| (7,280,624) | (9,353,711) |
|
Earnings before interest, tax, depreciation and amortisation (EBITDA) |
|
| 65,280,918 | 56,119,311 |
|
Depreciation and amortisation charge | 15 & 16 |
| (16,403,741) | (11,363,761) |
|
Operating profit |
|
| 48,877,177 | 44,755,550 |
|
Finance income | 10 |
| 3,347,383 | 1,047,757 |
|
Finance costs | 11 |
| (51,221,870) | (42,923,651) |
|
Other finance costs on refinancing | 12 |
| (541,185) | (605,748) |
|
Net finance costs |
|
| (48,415,672) | (42,481,642) |
|
|
|
|
|
|
|
Profit before tax |
|
| 461,505 | 2,273,908 |
|
|
|
|
|
|
|
Income tax expense | 13 |
| (80,763) | (397,934) |
|
|
|
|
|
|
|
Profit for the year from continuing operations |
|
| 380,742 | 1,875,974 |
|
Profit attributable to |
|
|
|
|
|
-Owners of the Company |
|
| 1,162,991 | 1,875,974 |
|
-Non-controlling interest |
|
| (782,249) | - |
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
Basic | 14 |
| 0.00711 | 0.01146 |
|
Diluted | 14 |
| 0.00711 | 0.01145 |
|
|
|
|
|
|
|
The accompanying notes form an integral part of these consolidated financial statements.
Consolidated statement of other comprehensive income for the year ended 31 December 2015 | ||||
|
|
|
|
|
|
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
|
|
|
|
|
|
| USD
| USD |
Profit for the year |
|
| 380,742 | 1,875,974 |
|
|
|
|
|
Other comprehensive income / (loss) |
|
|
|
|
a) Items that will never be reclassified to profit and loss |
|
|
|
|
Actuarial (loss)/ gain on employment benefit obligations (note 32d) |
|
| (283,309) | 5,054 |
b) Items that may be reclassified to profit or loss |
|
|
|
|
Change in fair value of available-for-sale financial assets (note 32c) |
|
| 355,167 | 101,773 |
Foreign currency translation adjustments (note 32a) |
|
| (3,510,858) | (4,028,502) |
|
|
|
|
|
Other comprehensive loss |
|
| (3,439,000) | (3,921,675) |
|
|
|
|
|
Total comprehensive loss |
|
| (3,058,258) | (2,045,701) |
|
|
|
|
|
Total comprehensive loss attributable to |
|
|
|
|
-Owners of the Company |
|
| (2,276,009) | (2,045,701) |
-Non-controlling interest |
|
| (782,249) | - |
|
|
|
|
|
The accompanying notes form an integral part of these consolidated financial statements.
Consolidated statement of financial position as at 31 December 2015 |
|
|
| |
| Note |
| As at 31 December 2015 | As at 31 December 2014 |
|
|
|
|
|
|
|
| USD | USD |
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Intangible assets | 15 |
| 195,248 | 328,069 |
Property, plant and equipment | 16 |
| 779,930,202 | 510,109,947 |
Other non-current assets | 17 |
| 33,697,599 | 81,430,536 |
Other investments | 18 |
| 2,055,483 | 1,589,719 |
Deferred tax assets | 19 |
| 5,744,587 | 455,433 |
Total non-current assets |
|
| 821,623,119 | 593,913,704 |
|
|
|
|
|
Current assets |
|
|
|
|
Trade receivables | 20 |
| 17,487,165 | 17,695,157 |
Other current assets | 21 |
| 10,986,956 | 8,185,384 |
Current tax assets | 13 |
| - | 1,457,032 |
Current investments | 22 |
| 43,384,798 | 10,966,118 |
Cash and bank balances | 23 |
| 55,577,280 | 14,268,232 |
Total current assets |
|
| 127,436,199 | 52,571,923 |
|
|
|
|
|
Total assets |
|
| 949,059,318 | 646,485,627 |
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Borrowings | 24 |
| 49,764,216 | 57,426,521 |
Finance lease obligations | 25 |
| 101,165 | - |
Trade and other payables | 27 |
| 23,130,462 | 14,438,617 |
Retirement benefit obligations | 28 |
| 33,035 | 1,431 |
Current tax liabilities | 13 |
| 3,176,482 | 285,746 |
Total current liabilities |
|
| 76,205,360 | 72,152,315 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Borrowings | 24 |
| 624,433,184 | 398,829,925 |
Finance lease obligations | 25 |
| 6,316,717 | - |
Derivative financial instruments | 26 |
| 3,429,381 | 5,046,655 |
Other payables | 27 |
| 114,422,081 | 41,912,277 |
Retirement benefit obligations | 28 |
| 298,615 | 12,442 |
Total non-current liabilities |
|
| 748,899,978 | 445,801,299 |
|
|
|
|
|
Total liabilities |
|
| 825,105,338 | 517,953,614 |
|
|
|
|
|
Net assets |
|
| 123,953,980 | 128,532,013 |
|
|
|
|
|
Equity |
|
|
|
|
Share capital | 29 |
| 72,858,278 | 72,858,278 |
Capital contribution | 30 |
| 16,721,636 | 16,721,636 |
Retained earnings | 31 |
| 9,767,315 | 15,520,003 |
Other reserves | 32 |
| (26,098,232) | (32,100,529) |
Equity attributable to owners of the Company |
|
| 73,248,997 | 72,999,388 |
|
|
|
|
|
Non-controlling interests | 33 |
| 50,704,983 | 55,532,625 |
|
|
|
|
|
Total equity |
|
| 123,953,980 | 128,532,013 |
These consolidated financial statements were approved by the Board of Directors and authorised for use on 25 February 2016.
Signed on behalf of the Board of Directors by:
Ravi Kailas Russell Walls
Chairman and CEO Director
The accompanying notes form an integral part of these consolidated financial statements
Consolidated statement of changes in equity for the year ended 31 December 2015 Amount USD | ||||||||||||
| Share capital | Capital contribution | Foreign Currency translation reserve | Equity settled employee benefits reserve | Fair value reserve | Actuarial valuation reserve | Retained earnings | Capital redemption reserve |
Debenture redemption reserve |
Share warrant reserve | Non-controlling interest | Total |
Balance as at 31 December 2013 | 72,858,278 | 7,357,620 | (32,842,460) | 3,083,460 | 93,480 | (528) | 14,339,815 | - | - | - | 55,395,172 | 120,284,837 |
Profit for the year | - | - | - | - | - | - | 1,875,974 | - | - | - | - | 1,875,974 |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments (note 32a) | - | - | (4,028,502) | - | - | - | - | - | - | - | - | (4,028,502) |
Actuarial gains on employee benefit obligations (note 32d) | - | - | - | - | - | 5,054 | - | - | - | - | - | 5,054 |
Contributions received during the year (note 30) | - | 9,364,016 | - | - | - | - | - | - | - | - | - | 9,364,016 |
Buy back of CCPS from NCI (note 33) | - | - | - | - | - | - | - | - | - | - | (567,248) | (567,248) |
Tax on buy back of CCPS (note 31) | - | - | - | - | - | - | (128,538) | - | - | - | - | (128,538) |
Issue of shares to NCI (note 33) | - | - | - | - | - | - | - | - | - | - | 704,701 | 704,701 |
CRR on buy-back (note 32e) | - | - | - | - | - | - | (567,248) | 567,248 | - | - | - | - |
Change in fair value of available-for-sale financial instruments (note 32c) | - | - | - | - | 101,773 | - | - | - | - | - | - | 101,773 |
Equity settled share based payments (note 32b and note 38) | - | - | - | 919,946 | - | - | - | - | - | - | - | 919,946 |
Balance as at 31 December 2014 | 72,858,278 | 16,721,636 | (36,870,962) | 4,003,406 | 195,253 | 4,526 | 15,520,003 | 567,248 | - | - | 55,532,625 | 128,532,013 |
Profit for the year | - | - | - | - | - | - | 1,162,991 | - | - | - | (782,249) | 380,742 |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments (note 32a) | - | - | (3,510,858) | - | - |
| - | - | - | - | - | (3,510,858) |
Actuarial loss on employee benefit obligations (note 32d) | - | - | - | - | - | (283,309) | - | - | - | - | - | (283,309) |
Issue of share warrants (note 32g) | - | - | - | - | - | - | - | - | - | 2,038,960 | - | 2,038,960 |
Purchase of shares from non- controlling interest (note 33) | - | - | - | - | - | - | - | - | - | - | (2,345,085) | (2,345,085) |
Buy back of CCPS from NCI (note 33) | - | - | - | - | - | - | - | - | - | - | (1,777,864) | (1,777,864) |
Tax on buy back of CCPS (note 31) | - | - | - | - | - | - | (253,976) | - | - | - |
| (253,976) |
Issue of shares to NCI (note 33) | - | - | - | - | - | - | - | - | - | - | 77,556 | 77,556 |
Creation of debenture redemption reserve (note 32f) | - | - | - | - | - | - | (5,560,906) | - | 5,560,906 | - | - | - |
CRR on buy-back (note 32e) | - | - | - | - | - | - | (1,100,797) | 1,100,797 | - | - | - | - |
Change in fair value of available-for-sale financial instruments (note 32c) | - | - | - | - | 355,167 | - | - | - | - | - | - | 355,167 |
Equity settled share based payments (note 32b and note 38) | - | - | - | 740,634 | - | - | - | - | - | - | - | 740,634 |
Balance as at 31 December 2015 | 72,858,278 | 16,721,636 | (40,381,820) | 4,744,040 | 550,420 | (278,783) | 9,767,315 | 1,668,045 | 5,560,906 | 2,038,960 | 50,704,983 | 123,953,980 |
The accompanying notes form an integral part of these consolidated financial statements
Consolidated statement of cash flow for the year ended 31 December 2015 |
| |||
|
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
|
| USD | USD |
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
Profit before tax |
|
| 461,505 | 2,273,908 |
|
|
|
|
|
Adjustments: |
|
|
|
|
Depreciation and amortisation charge |
|
| 16,403,741 | 11,363,761 |
Interest on bank deposits |
|
| (1,237,561) | (873,087) |
Finance lease income |
|
| (421,815) | - |
Finance costs including other finance costs on refinancing |
|
| 51,763,055 | 43,529,399 |
Loss on derivative financial instruments |
|
| 220,985 | 470,015 |
Gain on disposal of current investments |
|
| (1,796,093) | (644,685) |
Profit / (loss) on sale of fixed assets |
|
| (3,770) | 50,533 |
Equity settled employees benefits |
|
| 641,188 | 919,946 |
|
|
|
|
|
Changes in working capital: |
|
|
|
|
Trade receivables and accrued income |
|
| (94,775) | (12,495,840) |
Other assets |
|
| (2,697,290) | 1,572,891 |
Trade and other payables |
|
| 12,522,231 | 5,529,064 |
Cash generated from operating activities |
|
| 75,761,401 | 51,695,905 |
Taxes paid |
|
| (1,117,253) | (1,619,747) |
Net cash generated from operating activities |
|
| 74,644,148 | 50,076,158 |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Purchase of property, plant and equipment |
|
| (162,676,708) | (98,302,479) |
Redemption / (Investment) in mutual funds (net) |
|
| (31,758,406) | 706,262 |
Acquisition of business, net of cash acquired |
|
| (314,229) | - |
Redemption /(Deposits) placed with banks (net) |
|
| (43,046,142) | 2,331,544 |
Interest income on bank deposits |
|
| 1,176,577 | 575,333 |
Net cash used in investing activities |
|
| (236,618,908) | (94,689,340) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Capital contributions from shareholders |
|
| - | 9,364,016 |
Buy back of non-controlling interest and taxes thereon |
|
| (2,455,569) | (1,263,034) |
Proceeds from issue of shares to non-controlling interest |
|
| 77,556 | 704,701 |
Purchase of shares from non-controlling interest |
|
| (3,378,980) | - |
Payment under finance lease obligations |
|
| (895,783) | - |
Proceeds from borrowings |
|
| 317,085,724 | 112,007,516 |
Proceeds from issue of non-convertible bonds |
|
| 53,710,035 | 64,219,712 |
Repayment of borrowings |
|
| (128,289,905) | (83,627,302) |
Interest paid |
|
| (73,128,253) | (59,358,753) |
Net cash generated from finance activities |
|
| 162,724,825 | 42,046,856 |
|
|
|
|
|
Net increase /(decrease) in cash and cash equivalents |
|
| 750,065 | (2,566,326 ) |
|
|
|
|
|
Cash and cash equivalents at beginning of the year |
|
| 5,423,092 | 8,248,924 |
Effect of exchange rates on cash and cash equivalents |
|
| (262,371) | (259,506) |
|
|
|
|
|
Cash and cash equivalents at end of the year (note 23) |
|
| 5,910,786 | 5,423,092 |
The accompanying notes form an integral part of these consolidated financial statements.
1. General information
Mytrah Energy Limited ("MEL" or the "Company") is a non-cellular company liability limited by shares incorporated on 13 August 2010 under the Companies (Guernsey) Law, 2008 and is listed on the Alternate Investment Market ('AIM') of the London Stock Exchange. The address of the registered office is Ground Floor, Dorey Court, Admiral Park, St. Peter Port, Guernsey GY1 2HT. Mytrah Energy Limited has the following subsidiary undertakings, (together the "Group" or the "Company"), all of which are directly or indirectly held by the Company, for which consolidated financial statements have been prepared, as set out below:
Subsidiary | Country of incorporation or residence | Date of Incorporation | Proportion of ownership interest / voting power
| Activity | |
31 December 2015 | 31 December 2014 | ||||
Bindu Vayu (Mauritius) Limited ("BVML") | Mauritius | 15 June 2010 | 100.00 | 100.00 | Investment company |
Mytrah Energy (Singapore) Pte. Ltd ("MESPL") | Singapore | 16 August 2013 | 100.00 | 100.00 | Investment company |
Cygnus Capital (Singapore) Pte. Ltd ("CCSPL")1 | Singapore | 19 March 2014 | 100.00 | 100.00 | Investment company |
Mytrah Energy Capital Pte. Ltd ("MECPL")1 | Singapore | 10 April 2014 | 100.00 | 100.00 | Investment company |
Mytrah Energy (India) Limited ("MEIL") | India | 12 November 2009 | 99.99 | 99.99 | Operating company |
Bindu Vayu Urja Private Limited ("BVUPL") | India | 5 January 2011 | 99.99 | 99.99 | Operating company |
Mytrah Vayu Urja Private Limited ("MVUPL") | India | 24 November 2011 | 99.99 | 99.99 | Operating company |
Mytrah Vayu (Pennar) Private Limited ("MVPPL") | India | 21 December 2011 | 99.99 | 99.99 | Operating company |
Mytrah Vayu (Gujarat) Private Limited ("MVGPL") | India | 24 December 2011 | 99.99 | 99.99 | Operating company |
Mytrah Engineering & Infrastructure Private Limited ("MEIPL") | India | 29 March 2012 | 99.99 | 99.99 | Operating company |
Mytrah Engineering Private Limited ("MEPL") | India | 30 March 2012 | 99.99 | 99.99 | Operating company |
Mytrah Vayu (Krishna) Private Limited ("MVKPL") | India | 18 June 2012 | 99.99 | 99.99 | Operating company |
Mytrah Vayu (Manjira) Private Limited ("MVMPL") | India | 18 June 2012 | 72.97 | 73.41 | Operating company |
Mytrah Vayu (Bhima) Private Limited ("MVBPL") | India | 22 June 2012 | 99.99 | 99.99 | Investment company |
Mytrah Vayu (Indravati) Private Limited ("MVIPL") | India | 22 June 2012 | 99.99 | 99.99 | Operating company |
Mytrah Power (India) Limited ("MPIL") | India | 12 September 2013 | 99.99 | 99.99 | Operating company |
Mytrah Vayu (Godavari) Private Limited ("MVGoPL") | India | 21 February 2014 | 99.99 | 99.99 | Operating company |
Mytrah Tejas Power Private Limited ("MTPPL") | India | 22 August 2014 | 99.99 | 99.99 | Operating company |
Mytrah Vayu (Som) Private Limited ("MVSPL) | India | 30 March 2015 | 99.99 | - | Operating company |
Mytrah Vayu (Tungabhadra) Private Limited ("MVSPL) | India | 30 March 2015 | 99.99 | - | Operating company |
Mytrah Aadhya Power Private Limited ("MADPPL") | India | 16 July 2015 | 99.99 | - | Operating company |
Nidhi Wind Farms Private Limited ("NWFPL")2 | India | 16 July 2010 | 99.99 | - | Operating company |
Mytrah Aakash Power Private Limited ("MAKPPL") | India | 09 September 2015 | 99.99 | - | Operating company |
1 Wound off against application by the Group to concerned authority subsequent to balance sheet date.
2 Acquired by Group on 01 August 2015.
1. General information (continued)
The principal activity of the Group is to operate wind energy farms as a leading independent power producer and to engage in the sale of energy to the Indian market through the Company's subsidiaries.
During the previous year, MEIL has entered into an agreement with MVUPL for transfer of its wind power business. Accordingly, during the current year the assets and liabilities relating to wind power generation business segment in MEIL are transferred to MVUPL on fulfilment of conditions specified in the agreement.
2. Adoption of new and revised accounting standards and interpretations
2.1 New and amended standards adopted during the year
The Group has adopted the following new standards and amendments, including any consequential amendments to other standards with date of initial application of 1 January 2015:
Standard or interpretation | Effective for reporting periods starting on or after |
Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) | Annual periods beginning on or after 1 January 2015 |
Annual Improvements to IFRSs 2010-2012 Cycle | Annual periods beginning on or after 1 January 2015 |
Annual Improvements to IFRSs 2011-2013 Cycle | Annual periods beginning on or after 1 January 2015 |
Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39) | Annual periods beginning on or after 1 January 2015 |
Levies | Annual period beginning on or after 1 January 2015 |
Financial Instruments: Presentation- offsetting financials assets and financial liabilities (amendments to IAS 32) | Annual period beginning on or after 1 January 2015 |
Based on the Group's current business model and accounting policies the adoption of these standards or interpretations did not have a material impact on the consolidated financial statements of the Group.
2.2 New standards and interpretations not yet adopted
At the date of authorisation of these consolidated financial statements, the following standards and interpretations, have not been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been endorsed by the EU). The Group is in the process of evaluating the impact of the following new standard on its consolidated financial statements.
IFRS 9- Financial instruments
IFRS 9, published in July 2014, replaces the existing guidance in IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption period.
IFRS 15, Revenue from Contracts with Customers
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13 Customer loyalty Programmes. IFRS 15 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted.
Further, the following new or amended standards are not expected to have a significant impact on the Group's condensed consolidated financial statements:
· IFRS14: Regulatory deferral accounts.
· Accounting for acquisitions of interest in Joint Operations (amendments to IFRS 11)
· Clarification of acceptable methods of depreciation and amortisation ((amendments to IAS 16 and IAS 38)
· Defined benefit plans: Employee contributions (Amendments to IAS 19)
3. Significant accounting policies
The Group accounting policies are summarized below:
3.1 Basis of accounting
These financial statements comprise of consolidated statement of financial position, consolidated income statement, consolidated statement of other comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows, significant accounting policies and notes to accounts (together referred as "consolidated financial statements").
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standard and its interpretations as adopted by the European Union (EU) ('IFRS').
The consolidated financial statements have been prepared on the historical cost basis, except for the following material items in the statement of financial position. Historical cost is generally based on the fair value of the consideration given in exchange for assets.
a) Derivative financial instruments are measured at fair value
b) Available-for-sale financial assets are measured at fair value
c) Long term borrowings, except obligations under finance leases which are measured at amortised cost using the effective interest rate method.
d) Share based payment expenses are measured at fair value
e) Net employee benefit (asset) / liability that is measured based on actuarial valuation.
The Directors have taken advantage of the exemption offered by Section 244 (5) of the Companies (Guernsey) Law, 2008 from preparation of standalone financial statements of the Company as the Company is preparing and presenting consolidated financial statements for the financial year ended 31 December 2015.
The accounting policies set out below have been applied consistently to all years presented in the these consolidated financial statements, except the change in presentation of analysis of expenses in income statement as explained in note 3.17.
3.2 Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. All intra-group transactions, balances, income and expenses are eliminated on consolidation. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control is ceased.
Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. The interests of non-controlling shareholders may be initially measured either at fair value or at the non-controlling interests' proportionate share of the fair value of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition by acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity.
3.3 Going concern
The Directors have considered the financial position of the Group, its cash position and forecast cash flows for the 18 months period from the date of these consolidated financial statements. The Directors have, at the time of approving the consolidated financial statements, a reasonable expectation that the Group has adequate resources to continue its operational existence for a foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing these consolidated financial statements. Further details are contained in the Directors Report.
3.4 Foreign currencies
The consolidated financial statements are presented in USD, which is the presentational currency of the Company, as the financial statements will be used by international investors and other stakeholders as the Company's shares are listed on AIM. The functional currency of the parent company is Pound Sterling ("GBP").
3. Significant accounting policies (continued)
3.4 Foreign currencies (continued)
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in income statement in the period. For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into US dollars (USD) using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.
The functional currency of all the above subsidiaries is Indian Rupee (INR), except for BVML, MESPL, MECPL and CCSPL which are determined as USD. These financial statements are presented in US dollars (USD).
The following exchange rates were used to translate the INR financial information into USD:
|
| 31 December 2015 | 31 December 2014 |
Closing rate |
| 66.1261 | 63.5901 |
Average rate for the year |
| 64.0387 | 60.8917 |
The following exchange rates were used to translate the GBP financial information into USD:
|
| 31 December 2015 | 31 December 2014 |
|
|
|
|
Closing rate |
| 1.4802 | 1.5532 |
Average rate for the year |
| 1.5283 | 1.6476 |
3.5 Revenue recognition
Revenue is recognised when it is probable that future economic benefits will flow to the group and these benefits can be measured reliably.
Sale of electricity
Revenue from the sale of electricity is recognised when earned on the basis of contractual arrangements and reflects the number of units supplied in accordance with joint meter readings undertaken on a monthly basis by representatives of the buyer and the Group at rates stated in the contract or as applicable, net of any actual or expected trade discounts.
Generation-based incentives
Revenue from generation-based incentives are recognised based on the number of units supplied, when registration under the relevant programme has taken place or if the eligibility criteria is met under the Indian Renewable Energy Development Agency Limited - Generation Based Incentive scheme.
Sale of Renewable Energy Certificates (RECs)
Revenue from sale of RECs is recognised after registration of the project with central and state government authorities, generation of power and execution of a contract for sale through recognised exchanges in India.
Sale of Verified Carbon Units (VCUs) and Certified Emission Reductions (CERs)
Revenue from sale of VCUs/CERs 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 billing to the customers.
Interest income
Interest income is recognised as it accrues using the effective interest rate method.
3. Significant accounting policies (continued)
3.6 Financial instruments
Financial instruments
Financial assets and financial liabilities are recognised in the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.
Non-derivative financial assets
All financial assets are recognised and derecognised on trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs.
Financial assets within the scope of IAS 39 are classified into the following specified categories as:
• Loans and receivables
• Financial assets at fair value through profit or loss
• Available-for-sale financial assets
• Held-to-maturity investments
The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Financial assets are categorised as current assets if they are expected to be settled within 12 months otherwise they are classified as non-current.
Effective interest rate method
The effective interest rate method is a method of calculating the amortised cost of a financial asset held at amortised cost and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Loans and receivables (including cash and bank balances)
Cash and bank balances and trade and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are initially recognised at fair value plus any directly attributable costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment.
Cash and bank balances comprise cash in hand and cash at bank and deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, which are subject to an insignificant risk of change in value. Deposits with banks and financial institutions maturing after 12 months from the date of balance sheet have been classified under non-current assets as 'other investments'.
Financial assets at fair value through profit and loss
Financial assets at fair value through profit or loss include financial assets that are held for trading or are designated by the entity to be carried at fair value through profit or loss upon initial recognition. Financial assets at fair value through consolidated profit and loss are carried in the statement of financial position at fair value with gains or losses recognised in the income statement. Directly attributable costs are recognised in profit and loss as incurred.
Available-for-sale financial assets ("AFS")
Investments in mutual funds held by the Group that are traded in an active market are classified as being AFS and are stated at fair value plus any attributable transaction costs. Subsequent to initial recognition they are measured at fair value with changes in fair value being recognised in other comprehensive income and accumulated in fair value reserve with the exception of impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets, which are recognised directly in the income statement.
3. Significant accounting policies (continued)
3.6 Financial instruments (continued)
Held-to-maturity investments ("HTM")
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity. Investments are classified as held-to-maturity if it is the positive intention and ability of Group's management to hold them until maturity. Held-to-maturity investments are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in the consolidated statement of comprehensive income when the investments are derecognised or impaired, as well as through the amortisation process.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.
For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited. Changes in the carrying amount of the allowance account are recognised in the consolidated income statement.
Impairment of available-for-sale
Impairment losses on available-for-sale financial assets are recognised by classifying the losses accumulated in the fair value reserve to profit or loss. The amount reclassified is the difference between the acquisition cost (net of any principal repayment and amortisation) and the current fair value, less any impairment loss previously recognized in profit or loss. If the fair value of an impaired available-for-sale debt security subsequently increases and the increase can be related objectively to an event occurring after the impairment loss was recognized, then the impairment loss is reversed through profit or loss, otherwise, it is reversed through OCI.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
Non-derivative financial liabilities
Non-derivative financial liabilities are initially recognised at fair value less any directly attributable costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using effective interest method.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.
Compound instruments
The component parts of compound instruments issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. Subsequent to initial recognition the liability component of compound financial instrument is measured at amortised using effective interest method. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured.
3. Significant accounting policies (continued)
3.6 Financial instruments (continued)
Financial liabilities
Financial liabilities are initially measured at fair value, net of transaction costs and subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.
Embedded derivatives
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value through profit and loss.
An embedded derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to be realised or settled within 12 months.
The Company has taken an accounting policy choice in accordance with IAS 32 and IAS 39 wherein the Company writes options that give non-controlling shareholders right to put subsidiary's shares to the Company in exchange for a variable number of Company's shares and the Company has an option to settle in cash when the non-controlling shareholders exercise the options. Accordingly the compulsorily convertible preference shares held by the non-controlling interest (NCI) shareholders are classified as equity and the related put options are accounted for as a derivative liablilities under IAS 39 at fair value with changes therein recognised in profit and loss.
3.7 Property, plant and equipment
Recognition and measurement
Property, plant and equipment are recognised as assets in the statement of financial position if it is probable that the Group will derive future economic benefits from them and the cost of the asset can be reliably estimated.
Items of property, plant and equipment are stated at cost less accumulated depreciation and any provision for impairment. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials, direct labour and any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Advances paid in respect of work that is yet to be executed is classified as a capital advance within other non-current assets in the consolidated statement of financial position.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
The cost of replacing part of an item of plant and equipment is recognised in the carrying amount of an item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The cost of the day-to-day servicing of plant and equipment are recognised in the consolidated income statement as incurred.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised in the consolidated income statement.
3. Significant accounting policies (continued)
3.7 Property, plant and equipment (continued)
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction and production of qualifying assets are capitalised as part of the costs of those assets. Qualifying assets are those that take a substantial period of time to prepare for their intended use. Capitalisation of borrowing costs continues up to the date when the assets are substantially ready for their use.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are expensed in the period in which they are incurred.
Depreciation
Depreciation is provided to write off the cost of property, plant and equipment over their estimated useful lives after taking into account their estimated residual value, using the straight-line method as stated below:
Furniture and fittings 5 years
Office equipment 4-5 years
Computers 4 years
Vehicles 5 years
Plant and machinery 5-50 years
Buildings 20 years
Lease acquisition costs, leasehold improvements and leased assets are depreciated over the primary period of the lease or estimated useful lives of the assets, whichever is less. Assets under construction are not depreciated, as they are not available for use.
The depreciation methods, useful lives and residual value, are reviewed at each reporting date and adjusted prospectively if appropriate.
Further, the Group has adopted component accounting of depreciation for the plant and machinery class of the property, plant and equipment and accordingly adopted the following useful lives for each of the components:
Component of plant and machinery | Useful life (in years) |
Nacelles | 25 |
Blades | 30 |
Towers | 50 |
Transformers | 25 |
Erection and commissioning | 25 |
Civil works, electrical lines and evacuation facilities | 50 |
Impairment
At each reporting date, management reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately. The recoverable amount of an asset is the greater of its value in use and fair value less cost to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset.
3.8 Intangible assets
Intangible assets that are acquired by the Group and have finite useful lives are measured at costs less accumulated amortization and accumulated impairment losses. Intangibles are amortised over its useful life using straight line method as stated below:
Application software 4 years
ERP software license 4 years
Amortisation method, useful lives and residual values are reviewed at each reporting date and adjusted prospectively if appropriate.
3. Significant accounting policies (continued)
3.9 Taxation
Income tax expense represents the sum of current tax and deferred tax.
Current tax
Current tax is the expected tax payable on the taxable income for the year, using the rates enacted or substantially enacted at the reporting date and any adjustments (if any) to the tax payable in respect of previous year. Taxable profit differs from profit as reported in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in future years and it further excludes items that are permanently exempt from tax or allowable as a tax deduction.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of the taxable profit, and is accounted for using the balance sheet approach. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Any deferred tax asset or liability arising from deductible or taxable temporary differences in respect of unrealised inter-company profits are recognised using the tax rate enacted or substantially enacted of the jurisdiction in which the company owns the assets.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised on tax laws and rates that have been enacted at the balance sheet date. Deferred tax is charged in the consolidated income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also recognised with in other comprehensive income.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
3.10 Leases
Determining whether an arrangement contains a lease
At inception of an arrangement, the Group determines whether the arrangement is or contains a lease. At inception or on re-assessment of an arrangement that contains a lease, the Group separates the payment and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. Subsequently, the liability is reduced as the payments are made and an imputed finance cost on the liability is recognised using the Group's incremental borrowing rate.
Leased Assets
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incident to the ownership. The leased assets are measured initially at an amount equal to the lower of their fair value and present value of minimum lease payments. All other leases are classified as operating leases.
Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. Land taken on lease basis from the suppliers of wind turbine generators is amortised over the period ranging upto 20 years.
3. Significant accounting policies (continued)
3.11 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation, as a result of past events, and it is probable that an outflow of resources that can be reliably estimated will be required to settle such an obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the consolidated income statement as a finance cost. Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate.
A contingent liability is disclosed where the existence of an obligation will only be confirmed by one or more future events or where the amount of the obligation cannot be measured reliably. Contingent assets are not recognised, but are disclosed where an inflow of economic benefits is probable.
A provision for onerous contracts, if any, is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract.
3.12 Employee benefits
Short term employee benefits
Short term employee benefits are expensed as the related services are provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
Defined benefit plans
The Group's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income (OCI). The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in consolidated income statement.
3.13 Share-based payments
Equity-settled share-based payments to employees, directors and key management personnel are measured at the fair value of the equity instruments at the grant date with a corresponding increase in the equity over the vesting period, based on the Group's estimate of equity instruments that will eventually vest. The fair value excludes the effect of non-market-based vesting conditions.
At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in the income statement such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.
Share options granted to employees are treated as cancelled as and when employees cease to contribute to the scheme. This results in accelerated recognition of the expenses that would have arisen over the remainder of the original vesting period.
3. Significant accounting policies (continued)
3.14 Earnings per share
The Group presents basic and diluted earnings per share ("EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which includes all stock options granted to employees and Directors, CCPS, CCDs and share warrants issued to investors and lenders.
3.15 Government grants
The Group recognises government grants only when there is reasonable assurance that the conditions attached to them will be complied with, and the grants will be received. Government grants received in relation to assets are presented as a reduction to the carrying amount of the related asset. Grants related to income are recognised as a credit to the consolidated income statement.
3.16 Finance income and expense
Finance income consists of interest income on funds invested (including available-for-sale financial assets), dividend income and gains on the disposal of available-for-sale financial assets. Interest income is recognised as it accrues in the consolidated income statement, using the effective interest method. Dividend income is recognised in the consolidated income statement on the date that the Company's right to receive payment is established. The associated cash flows are classified as investing activities in the statement of cash flows.
Finance expenses consist of interest expense on borrowings. Borrowing costs are recognised in the consolidated income statement using the effective interest method. The associated cash flows are classified as financing activities in the statement of cash flows.
Foreign currency gains and losses are reported on a net basis with in finance income and expense.
3.17 Change in presentation and analysis of expenses in the income statement
During the year, the Group has changed the presentation analysis expenses from function to nature by including 'Earnings before interest, tax, depreciation and amortization' (EBITDA) as a separate line item in the income statement to provide more reliable and more relevant information to the users of financial statements. Management believes that disclosure of expenses by nature is meaningful measure for investors because it provides an analysis of our operating results, ability to service debt and performance of the Company. Further EBITDA consider by chief operating decision makers to track business evolution, establish operational and strategic targets and make important business decisions. The Company measures EBIDTA on the basis of profit/(loss) from operations. For EBITDA measurement, the Company has not included the depreciation and amortisation expenses, finance cost, tax expense and other income.
Presentation of consolidated income statement under previous year format and comparatives: | ||||
|
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
|
| USD | USD |
Revenue |
|
| 74,719,666 | 69,554186 |
Cost of revenue |
|
| (18,236,434) | (12,204,117) |
Gross Profit |
|
| 56,483,232 | 57,350,069 |
Other operating income |
|
| 881,589 | 368,022 |
Administrative expenses |
|
| (8,487,644) | (12,962,541) |
Operating profit |
|
| 48,877,177 | 44,755,550 |
Finance income |
|
| 3,347,383 | 1,047,757 |
Finance costs |
|
| (51,221,870) | (42,923,651) |
Other finance costs on refinancing |
|
| (541,185) | (605,748) |
Net finance cost |
|
| (48,415,672) | (42,481,642) |
Profit before tax |
|
| 461,505 | 2,273,908 |
3. Significant accounting policies (continued)
3.17 Change in presentation and analysis of expenses in the income statement (continued)
(Loss) / profit for the year has been arrived at after charging: |
|
|
|
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
Amortisation of intangible assets |
|
|
|
- included in administrative expenses |
| 200,059 | 196,294 |
Depreciation of property, plant and equipment |
|
|
|
- included in cost of revenue |
| 15,671,822 | 10,902,101 |
- included in administrative expenses |
| 531,860 | 265,366 |
Employee costs |
|
|
|
- included in administrative expenses |
| 3,039,713 | 4,449,186 |
Other expenses |
|
|
|
- included in cost of revenue |
| 2,564,612 | 1,302,016 |
- included in administrative expenses |
| 4,716,012 | 8,051,695 |
4. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, which are described in note 3, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgements and estimates in applying the Group's accounting policies
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) Useful life of depreciable assets
Management reviews the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets to the Group and any change in useful lives and methods of depreciation are adjusted prospectively if appropriate.
b) Classification of financial instruments as equity or liability
Significant judgement 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. Management has exercised significant judgement 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 to conclude that the instruments be classified as an equity instrument.
c) Deferred tax assets
The assessment of the probability of future taxable income in which deferred tax assets can be utilised is based on the Group's latest approved budget forecast, which is adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. The tax rules in India in which the Group operates are also carefully taken into consideration. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilised without a time limit, that deferred tax asset is usually recognised in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.
d) Recoverability of trade receivables
The Group analyses the historical payment patterns of customers, customer concentrations, customer creditworthiness and current economic trends on an ongoing basis. If the financial condition of a customer deteriorates, additional provision is made in the accounts.
4. Critical accounting judgements and key sources of estimation uncertainty (continued)
e) Determination if the arrangement meets the definition of a service concession under IFRIC 12 Service Concession Arrangements
Management has assessed applicability of IFRIC 12: Service Concession Arrangements for certain arrangements. In assessing the applicability, 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 and ability to determine prices and concluded that the arrangements do not meet the criteria for service concession arrangements.
f) Measurement of fair value
The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the CFO.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from third parties to support the conclusion that such valuation meets the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.
Significant valuation issues are reported to the Group Audit Committee.
When measuring the fair value of an asset or liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
· Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
· Level 2: Inputs other than quoted prices included in 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 asset or liability that is not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of asset or liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
5. Segment information
IFRS 8 establishes standards for the way to report information on 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's 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". Consequently no segment disclosures of the Group are presented.
The Group has all of its non-current assets located within India and earn its revenues from customers located in India.
6. Revenue
The Group's revenue from continuing operations is as follows: |
|
| |
| Year ended 31 December 2015 | Year ended 31 December 2014 | |
|
| USD | USD |
|
|
|
|
Sale of electricity |
| 67,665,168 | 62,971,005 |
Generation based incentive |
| 6,374,688 | 6,130,994 |
Sale of renewable energy certificates |
| 679,810 | 410,270 |
Sale of verified carbon units |
| - | 41,917 |
Total revenue |
| 74,719,666 | 69,554,186 |
|
|
|
|
Finance income (note 10) |
| 3,347,383 | 1,047,757 |
Other operating income |
| 881,589 | 368,022 |
Total income |
| 78,948,638 | 70,969,965 |
6. Revenue (continued)
Generation based incentives are recognised on fulfilment of eligibility criteria prescribed under Indian Renewable Energy Development Agency Limited - Generation Based Incentive Scheme.
Other operating income recognised during the year represents liquidated damages claimed from project suppliers in relation to low machine availability as against the guaranteed machine availability
7. Employee benefits expense
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
Salaries and bonus1 |
| 2,241,999 | 3,436,443 |
Contribution to provident fund |
| 32,150 | 38,405 |
Staff welfare |
| 58,039 | 46,427 |
Gratuity and leave encashment (note 28) |
| 66,337 | 7,965 |
Share based payments (note 38) |
| 641,188 | 919,946 |
Total |
| 3,039,713 | 4,449,186 |
1Includes costs relating to one-off bonus expense of USD Nil (31 December 2014: USD 1,262,650) attributable to successful financing transaction.
8. Other operating expenses include costs relating to write-off of doubtful advances USD Nil (31 December 2014: USD 2,154,881), provision for trade receivables USD 225,991 (31 December 2014: USD Nil), transaction costs of USD Nil (31 December 2014: USD 2,990,977) incurred in relation to raising of long-term finance, un-eliminated indirect tax cost of USD 275,112 (31 December 2014: USD 902,779) on inter-group transactions
9. Auditor's remuneration
The auditor's remuneration is as follows:
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
Fees payable to the auditors of Company and its subsidiaries for : |
|
|
|
Audit of the Company's annual accounts |
| 84,057 | 80,732 |
Audit of the Company's subsidiaries pursuant to legislation |
| 83,690 | 64,455 |
Total audit fees |
| 167,747 | 145,187 |
|
|
|
|
Review of Company's interim accounts |
| 31,330 | 29,657 |
Review of the Company's subsidiaries interim accounts pursuant to legislation |
| 30,396 | - |
Non-audit related assurance services |
| - | 255,410 |
Total non-audit fees |
| 61,726 | 285,067 |
10. Finance income
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
|
|
|
|
Interest on bank deposits |
| 1,237,561 | 873,087 |
Loss on derivative instruments within CCDs |
| (88,384) | (317,613) |
Loss on derivative instruments within CCPS |
| (132,601) | (152,402) |
Finance income on security deposits |
| 421,815 | - |
Gain on disposal of current investments |
| 1,796,093 | 644,685 |
Others |
| 112,899 | - |
Total finance income |
| 3,347,383 | 1,047,757 |
11. Finance costs
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
|
|
|
|
Interest on borrowings |
| (70,987,900) | (54,744,911) |
Other borrowing costs2 |
| (4,398,853) | (4,313,211) |
Interest on liability portion of CCPS |
| (519,611) | (546,465) |
Total interest expense |
| (75,906,364) | (59,604,587) |
Less: amounts included in the cost of qualifying assets1 (note 16) |
| 24,684,494 | 16,680,936 |
Total finance cost recognised in the income statement |
| (51,221,870) | (42,923,651) |
1Amounts included in the cost of qualifying assets during the year represent interest on project specific as well as general borrowings which are sanctioned for the purpose of construction of a qualifying assets and it represents the actual finance costs incurred on those borrowings, calculated using the effective interest rate method.
2Includes finance cost on finance lease obligations USD 1,272,277 (31 December 2014: USD Nil).
12. Other finance costs on refinancing
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
|
|
|
|
Loan refinancing costs |
| (541,185) | (605,748) |
Total |
| (541,185) | (605,748) |
Loan refinancing costs represents the cost of prepayment and unamortized transaction costs incurred upon refinancing the existing senior term loans.
13. Taxation
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
|
|
|
|
Current tax charge |
| (5,560,396) | (520,441) |
Deferred tax charge (note 19) |
| 5,479,633 | 122,507 |
Income tax expense |
| (80,763) | (397,934) |
The Company is exempt from Guernsey income tax under the Income Tax (Exempt bodies) (Guernsey) Ordinance, 1989 and is subject to an annual fee of USD 962. As such, the Company's tax liability is zero. However considering that the Company's operations are entirely based in India, the effective tax rate of the Group of 34.61% (31 December 2014:33.99%) has been computed based on the current tax rates prevailing in India
Indian companies are subject to corporate income tax or Minimum Alternate Tax ("MAT"). If MAT is greater than corporate income tax then MAT is levied. The Company has recognised MAT of USD 5,560,396 (31 December 2014: USD 803,932) as MAT is greater than corporate income tax for the current year. The tax expense represents current tax charge and non-cash net deferred tax liability on timing differences accounted during the year.
The prima-facie tax expense for the year is reconciled to the tax expense recognised in consolidated income statement as follows:
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
Profit before tax |
| 461,505 | 2,273,908 |
Enacted tax rates |
| 34.61% | 33.99% |
Expected tax expense |
| (159,727) | (772,901) |
Effect of: |
|
|
|
Income not offered to tax |
| - | 125,091 |
Other permanent differences |
| 2,100,705 | 249,876 |
MAT charge |
| (5,560,396) | (803,932) |
MAT deferred tax credit |
| 3,538,655 | 803,932 |
Income tax expense recognised in the consolidated income statement |
| (80,763) | (397,934) |
13. Taxation (continued)
Tax assets / liabilities recognised in the consolidated statement of financial position:
|
|
|
|
|
| As at31 December 2015 | As at31 December 2014 |
|
| USD | USD |
|
|
|
|
Current tax assets |
| - | 1,457,032 |
|
|
|
|
Current tax liabilities |
| 3,176,482 | 285,746 |
14. Earnings per share
Basic earnings per share is calculated by dividing profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year.
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
Basic and Diluted: |
|
|
|
a) Profit attributable to the equity holders of the Company |
| 1,162,991 | 1,875,974 |
|
|
|
|
b) Weighted average number of ordinary shares (basic) |
| 163,636,000 | 163,636,000 |
Add: Effect of weighted average number of share options outstanding |
| - | 201,050 |
c) Weighted average number of ordinary shares (diluted) |
| 163,636,000 | 163,837,050 |
|
|
|
|
Basic earnings per share |
| 0.00711 | 0.01146 |
Diluted earnings per share |
| 0.00711 | 0.01145 |
At 31 December 2015, 46,545,082 potential ordinary shares (includes CCPS, share options and share warrants) (31 December 2014: 29,450,597) were excluded from the diluted weighted average number of shares calculation because their effect would have been anti-dilutive.
The average market value of the Company's shares for the purpose of calculating the dilutive effect of share options was based on quoted market prices for the year during which the shares and share options were outstanding.
15. Intangible assets
Application software
| As at 31 December 2015 | As at 31 December 2014 |
| USD | USD |
Cost |
|
|
Balance at the beginning of the year | 788,727 | 750,444 |
Additions during the year | 75,900 | 62,357 |
Exchange differences | (32,644) | (24,074) |
Closing balance | 831,983 | 788,727 |
|
|
|
Amortisation Balance at the beginning of the year | 460,658 | 280,709 |
Charge for the year | 200,059 | 196,294 |
Exchange differences | (23,982) | (16,345) |
Closing balance | 636,735 | 460,658 |
|
|
|
Carrying amount |
|
|
Closing balance | 195,248 | 328,069 |
Opening balance | 328,069 | 469,735 |
16. Property, plant and equipment
| Furniture and fittings | Office equipment | Land and buildings | Plant and Machinery | Computers | Vehicles | Lease hold improvements | Assets under finance lease2 | Wind farm assets under course of construction | Total |
| USD | USD | USD | USD | USD | USD | USD | USD | USD | USD |
Opening cost as at 1 January 2014 | 140,297 | 145,847 | 2,037,418 | 291,766,467 | 255,697 | 458,677 | 205,204 | - | 167,566,868 | 462,576,475 |
Additions | - | 389 | 7,479 | - | - | 170,590 | 18,039 | 6,356,256 | 84,533,931 | 91,086,684 |
Disposals | (2,695) | - | - | (141,583) | - | (62,773) | (1,829) | - | - | (208,880) |
Transfer in / (out) | - | - | - | 227,145,604 | - | - | - | - | (227,145,604) | - |
Exchange difference | (3,891) | (4,027) | (51,105) | (17,970,432) | (7,805) | (17,671) | (6,548) | (269,723) | 1,413,077 | (16,918,125) |
Balance as at 31 December 2014 | 133,711 | 142,209 | 1,993,792 | 500,800,056 | 247,892 | 548,823 | 214,866 | 6,086,533 | 26,368,272 | 536,536,154 |
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation as at 1 January 2014 | 51,112 | 54,709 | 63,742 | 15,214,409 | 127,848 | 164,372 | 71,395 | - | - | 15,747,587 |
Adjustment for disposals | (1,409) | - | - | (56,789) | - | (32,317) | (321) | - | - | (90,836) |
Depreciation / amortization charge | 26,263 | 29,112 | 29,653 | 11,270,891 | 60,646 | 95,129 | 24,564 | 175,986 | - | 11,712,244 |
Exchange difference | (2,514) | (2,797) | (3,078) | (910,282) | (6,224) | (7,359) | (3,066) | (7,468) | - | (942,788) |
Balance as at 31 December 2014 | 73,452 | 81,024 | 90,317 | 25,518,229 | 182,270 | 219,825 | 92,572 | 168,518 | - | 26,426,207 |
|
|
|
|
|
|
|
|
|
|
|
Net value as at 31 December 2014 | 60,259 | 61,185 | 1,903,475 | 475,281,827 | 65,622 | 328,998 | 122,294 | 5,918,015 | 26,368,272 | 510,109,947 |
16. Property, plant and equipment (continued)
| Furniture and fittings | Office equipment | Land and buildings | Plant and Machinery | Computers | Vehicles | Lease hold improvements | Assets under finance lease2 | Wind farm assets under course of construction | Total |
| USD | USD | USD | USD | USD | USD | USD | USD | USD | USD |
Opening cost as at 1 January 2015 | 133,711 | 142,209 | 1,993,792 | 500,800,056 | 247,892 | 548,823 | 214,866 | 6,086,533 | 26,368,272 | 536,536,154 |
Additions | 21,989 | 145,282 | - | - | 76,816 | 65,110 | 73,914 | 28,079,288 | 286,039,204 | 314,501,603 |
Disposals | (839) | (234) | - | - | (5,921) | (49,099) | - | - | - | (56,093) |
Transfer in / (out) | - | - | 2,220,748 | 54,168,898 | - | - | - | - | (56,389,646) | - |
Exchange difference | (5,796) | (10,033) | (146,566) | (20,916,114) | (12,145) | (21,553) | (10,573) | (534,648) | (7,984,279) | (29,641,707) |
Balance as at 31 December 2015 | 149,065 | 277,224 | 4,067,974 | 534,052,840 | 306,642 | 543,281 | 278,207 | 33,631,173 | 248,033,551 | 821,339,957 |
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation as at 1 January 2015 | 73,452 | 81,024 | 90,317 | 25,518,229 | 182,270 | 219,825 | 92,572 | 168,518 | - | 26,426,207 |
Adjustment for disposals | (839) | (225) | - | - | (5,803) | (31,323) | - | - | - | (38,190) |
Depreciation / amortization charge | 25,725 | 40,314 | 28,137 | 14,076,631 | 56,406 | 104,375 | 27,071 | 2,155,804 | - | 16,514,463 |
Exchange difference | (3,603) | (4,373) | (4,352) | (1,423,003) | (8,979) | (10,737) | (4,405) | (33,273) | - | (1,492,725) |
Balance as at 31 December 2015 | 94,735 | 116,740 | 114,102 | 38,171,857 | 223,894 | 282,140 | 115,238 | 2,291,049 | - | 41,409,755 |
|
|
|
|
|
|
|
|
|
|
|
Net value as at 31 December 2015 | 54,330 | 160,484 | 3,953,872 | 495,880,983 | 82,748 | 261,141 | 162,969 | 31,340,124 | 248,033,551 | 779,930,202 |
1. An amount of USD 24,684,494 (31 December 2014: USD 16,680,936) pertaining to interest on borrowings is capitalised as the funds were used for construction of qualifying assets (refer note 11). Refer note 24 for security restrictions on property, plant and equipment.
2. The Group leased the rights to use power evacuation facilities under a lease arrangement with related parties.
3. Summary of depreciation and amortization charge:
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
Amortization of intangible assets (refer note 15) |
| 200,059 | 196,294 |
Depreciation / amortization charge on tangible assets |
| 16,514,463 | 11,712,244 |
Depreciation and amortization capitalized during the year, net relating to wind farm assets under course of construction |
| (310,781) | (544,777) |
Total depreciation and amortization charge |
| 16,403,741 | 11,363,761 |
17. Other non-current assets
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
Deposits |
| 6,546,423 | 25,894,400 |
Capital advances |
| 14,740,851 | 47,190,987 |
Prepayments |
| 12,410,325 | 8,345,149 |
Total other non-current assets |
| 33,697,599 | 81,430,536 |
Deposits mainly comprise of refundable security deposits placed with related parties towards usage of land and power evacuation facilities for a period of 20 years. The difference between the fair value and the nominal value of the deposits has been classified as assets under finance lease.
Capital advances represent advance payments made to suppliers and related parties for the construction of wind farm assets, as part of long-term construction service contracts.
Prepayments primarily relate to amounts paid in advance towards lease rentals for lands which have been taken on lease basis from the suppliers of wind turbine generators and related parties for a period ranging up to 20 years and are renewable provided the main lease is renewed by the government authorities and other parties.
18. Other investments
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
Deposits with banks1 |
| 2,055,483 | 1,589,719 |
Total |
| 2,055,483 | 1,589,719 |
1Represents margin money deposits placed with banks and financial institutions towards bank guarantees provided to various third parties with maturity period greater than one year.
19. Deferred tax assets
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current year.
| As at 31 December 2014 | Recognised in income statement | Exchange Difference | As at 31 December 2015 |
| USD | USD | USD | USD |
Property, plant and equipment | (15,412,758) | (3,394,107) | 698,198 | (18,108,667) |
Provisions | 18,861 | 100,041 | (3,881) | 115,021 |
Share issue costs | 123,158 | 18,432 | (5,305) | 136,285 |
MAT credit | 1,917,653 | 3,538,655 | (185,248) | 5,271,060 |
Unrealised inter-group profits | 1,619,272 | 277,092 | (70,848) | 1,825,516 |
Tax losses | 12,189,247 | 4,939,520 | (623,395) | 16,505,372 |
Net deferred tax asset | 455,433 | 5,479,633 | (190,479) | 5,744,587 |
| As at 31 December 2013 | Recognised in income statement | Exchange Difference | As at 31 December 2014 |
| USD | USD | USD | USD |
Property, plant and equipment | (8,903,204) | (7,063,501) | 553,947 | (15,412,758) |
Provisions | 8,509 | 11,064 | (712) | 18,861 |
Share issue costs | 241,401 | (116,285) | (1,958) | 123,158 |
MAT credit | 1,181,572 | 803,932 | (67,851) | 1,917,653 |
Unrealised inter-group profits | 1,871,806 | (207,911) | (44,623) | 1,619,272 |
Tax losses | 5,947,979 | 6,695,208 | (453,940) | 12,189,247 |
Net deferred tax asset | 348,063 | 122,507 | (15,137) | 455,433 |
Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following are the details of deferred tax balances recognised in the consolidated statement of financial position:
|
| As at 31 December 2015 | As at31 December 2014 |
|
| USD | USD |
Deferred tax assets |
| 23,853,254 | 15,868,191 |
Deferred tax liabilities |
| (18,108,667) | (15,412,758) |
Deferred tax asset, net |
| 5,744,587 | 455,433 |
20. Trade receivables
|
| As at31 December 2015 | As at31 December 2014 |
|
| USD | USD |
|
|
|
|
Trade receivables |
| 17,706,023 | 17,695,157 |
Less : Provision for impairment of trade receivables |
| (218,858) | - |
Net trade receivables |
| 17,487,165 | 17,695,157 |
Trade receivables disclosed above are classified as loans and receivables in accordance with IAS 32 and are therefore measured at amortised cost. Trade receivables held by the Group which are non-interest bearing were not collectively impaired or written off.
Trade receivables include amounts which are past due at the reporting date but against which the Group has not recognised any allowance for doubtful receivables because there has not been a significant change in credit quality and the amounts are still recoverable. The average age of the receivables was 86 days during the year ended 31 December 2015 (31 December 2014: 64 days)
The maximum exposure to credit risk at the reporting date is the carrying value of each customer.
Ageing of receivables are as follows:
|
| As at31 December 2015 | As at31 December 2014 |
|
| USD | USD |
Not due |
| 4,485,052 | 2,271,528 |
0-60 days |
| 3,465,789 | 3,778,755 |
61-90 days |
| 5,540,277 | 4,302,756 |
91-180 days |
| 2,886,860 | 5,961,239 |
More than 180 days |
| 1,109,187 | 1,380,879 |
Total |
| 17,487,165 | 17,695,157 |
The fair value of trade receivables approximates their carrying amounts largely due to the short-term maturities of these instruments and hence management considers the carrying amount of trade receivables to be approximately equal to their fair value. The Group doesn't hold any collateral security.
As at 31 December 2015, the Group has 26 customers (31 December 2014: 23 customers).
21. Other current assets
| As at 31 December 2015 | As at 31 December 2014 |
| USD | USD |
|
|
|
Deposits | 288,263 | 296,571 |
Accrued interest | 574,656 | 536,159 |
Prepayments | 991,868 | 713,682 |
Accrued income | 5,029,539 | 5,624,079 |
Other receivables | 4,102,630 | 1,014,893 |
Total other current assets | 10,986,956 | 8,185,384 |
Prepayments primarily relate to amounts paid in advance for lease rentals for land and power evacuation facilities.
Accrued income primarily represents amounts receivable from the customer on the sale of electricity and the amount recoverable from Indian Renewable Energy Development Authority ("IREDA") as generation based incentive but not billed for as at 31 December 2015.
Other receivables primarily include advances to vendors of USD 2,958,411 (31 December 2014: USD 696,536).
22. Current investments
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
Available-for-sale investments carried at fair value (mutual funds) | 43,384,798 | 10,966,118 | |
|
|
|
|
Total current investments | 43,384,798 | 10,966,118 | |
|
|
|
|
The Group has investments in the following mutual fund schemes, which are classified as available-for-sale investments.
Mutual fund scheme: | Units as at 31 December 2015 | Units as at 31 December 2014 |
IDFC cash fund - Growth- Regular Plan1 | 282,731 | 173,577 |
L&T Liquid Fund - Growth1 | 29,956 | 29,956 |
Birla Sun Life Cash Plus Growth | 7,538,897 | - |
SBI Premier Liquid Fund -Regular Plan -Growth | 167,246 | 91,940 |
Union KBC Liquid Growth Fund | 35,382 | 16,475 |
BSL Cash plus growth regular plan | - | 601,656 |
IDFC cash fund - Growth- Regular Plan | 34,406 | - |
1Investments in mutual funds include amounts of USD 8,627,681 (31 December 2014: 7,168,676) placed as lien with banks and financial institutions.
The fair value of the quoted units is determined by reference to published data. During the year, disposals resulted in a net gain of USD 1,796,093 (31 December 2014: USD 664,685) (refer note 10) recognised in the consolidated income statement.
23. Cash and bank balances
| As at 31 December 2015 | As at 31 December 2014 |
| USD | USD |
|
|
|
Cash on hand | 15 | 21 |
Bank balances | 5,910,771 | 5,423,071 |
Cash and cash equivalents | 5,910,786 | 5,423,092 |
Bank deposits | 49,666,494 | 8,845,140 |
Total cash and bank balances | 55,577,280 | 14,268,232 |
Bank deposits include margin money deposits of USD 43,174,683 (31 December 2014: USD 8,560,694) placed with banks towards bank guarantees provided to various third parties.
24. Borrowings
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
Borrowings at amortised cost |
|
|
|
Non-convertible bonds1 |
| 109,503,048 | 60,838,129 |
Compulsorily convertible debentures2,3 |
| 16,332,726 | 25,805,524 |
Term loans from banks and financial institutions4 |
| 533,747,671 | 339,862,736 |
Working capital loans from banks5 |
| 14,613,955 | 29,750,057 |
Total borrowings |
| 674,197,400 | 456,256,446 |
Amounts due for settlement within 12 months - USD 49,764,216 (31 December 2014: USD 57,426,521)
Amounts due for settlement on or after 12 months - USD 624,433,184 (31 December 2014: USD 398,829,925)
1. The Company's subsidiary, Mytrah Energy (India) Limited ("MEIL") has issued non-convertible bonds (NCBs) for an amount of ~ USD 113.3 million (INR 7424 million) primarily to partly finance wind farm projects under construction. The NCBs are listed on the wholesale debt segment of Bombay Stock Exchange, India. The NCBs are repayable at the end of fifth anniversary from the draw-down date and carry a cash coupon of 12% per annum payable on semi-annual basis.
The NCBs are secured by collateral support in the form of pledge of 100% of the MEIL's shares held by Bindu Vayu Mauritius Limited ("BVML"), 100% of the CCPS held by BVML in MEIL and pledge of equity shares held by MEIL in MVUPL (48.99%), MVPPL (48.99%), MVKPL (48.99%), MVBPL (99.98%) and MVMPL (18.99%). Further, hypothecation by way of first and exclusive charge over the monies lying in credit therein from time to time, and by way of first charge over all receivables arising from the loans disbursed by the MEIL to MVBPL.
As part of financing arrangement, the Group has incurred an amount of USD 1,501,610 as arrangement fees. The Group accounted these costs as transaction cost under IAS 39 and are amortised over the term of NCBs using effective interest rate method. The carrying amount of the liability measured at amortised cost is USD 109,503,048 (31 December 2014: USD 60,838,129)
During the year 2014, the Group has issued 8,612,412 warrants to the NCBs investors. These warrants provide an option to the investors to purchase an equivalent number of ordinary shares in Mytrah Energy Limited at a fixed price of GBP 0.7729 based on the Company's share price traded before the day immediately preceding the exercise date of the warrant. The fair value of the warrants as at 31 December 2014 amounted to USD 1,703,053 and was recognised accordingly as derivative financial liability.
Further on 30 March 2015, the Group has replaced the warrants issued in 2014 by issuing 11,439,762 new warrants to the investors. These new warrants provide an option to the investors to purchase an equivalent number of ordinary shares in Mytrah Energy Limited at a fixed price of GBP 0.7729. Accordingly the derivative financial liability of USD 1,703,053 relating to existing 8,612,412 warrants has been derecognized during the current year and the fair value of the 11,439,762 warrants amounting to USD 2,038,960 is recognised as equity.
2. During 2012, the Company's subsidiary, MEIL has issued 3,333,333 compulsory convertible debentures ("CCDs") at INR 300 (~ USD 5.71) each to PTC India Financial Services Limited (PFS) (the "Investor") amounting to USD 18,285,211 under an agreement between the Group and PFS. The purpose of this is to fund the capital projects of the Group. The following are the significant terms in relation to the CCDs:
· The CCDs carry a fixed rate of interest payable quarterly in arrears on the principal amount of the CCDs outstanding.
· The CCDs, along with unpaid interest, if any, mandatorily convert into such number of equity shares of MEIL at the end of 49 months from the date of initial disbursement so as to provide the investor a stated rate of return.
· The CCDs are secured by collateral support in the form of pledge of 49% shares of Bindu Vayu Urja Private Limited ("BVUPL") held by MEIL.
Further, the agreement states that PFS can put the CCDs (the "put option") or alternatively, MEIL can call the CCDs (the "call option") in exchange for cash providing PFS a stated rate of return. The call option can be exercised any time from the date of issue whereas the put option can be exercised over a period beginning from 41 months to 47 months from the date of issue of CCDs.
24. Borrowings (continued)
3. During 2011, MEIL has issued 5,000,000 compulsory convertible debentures ("CCDs") at INR 300 (~ USD 6) each to IDFC including any of its affiliates under an agreement between the Group and IDFC. The purpose of this is to fund the capital projects of the Group. The CCDs carry a fixed rate of interest payable quarterly in arrears on the principal amount of the CCDs outstanding. The CCDs are secured by collateral support in the form of pledge of shares held by Bindu Urja Capital Inc (BUCI) in the Company, certain non-disposal undertakings by the Company and an irrevocable and unconditional corporate guarantee by the Company to IDFC.
Further, the Company has entered into an option agreement with IDFC, whereby IDFC can put the CCDs (the "put option") or alternatively, the Group can call the CCDs (the "call option") in exchange for cash providing IDFC a stated rate of return. The call option can be exercised any time after 18 months from the date of issue whereas the put option can be exercised over a period beginning from 36 months to 48 months from the date of issue of CCDs.
In accordance with the terms of the option agreement with IDFC, the Company has exercised the call option on the CCDs and accordingly has redeemed the entire CCDs in two tranches.
4. The Group has drawn down the term loan facility with banks and financial institutions to finance the construction of wind farm assets. The carrying amount of the liability measured at amortised cost is USD 533,747,671 (31 December 2014: USD 339,862,736). The repayment terms of the term loans range from 12 to 14 years. In compliance with the terms of the loan agreement, the Group has created a charge on all project movable, immovable properties, cash flows, receivables and revenues in favour of banks and financial institutions.
Further, the loan drawn down by BVUPL, MVPPL, MVUPL, MVKPL, MVMPL and MVSPL is secured by way of first charge on the pledge of shares held by MEIL in the equity shares representing 51% of the total paid up equity share capital of the BVUPL, MVPPL, MVUPL, MVKPL, MVMPL and MVSPL respectively. The loans drawn down by MVIPL and MVGoPL is secured by way of first charge on the pledge of shares held by the MVBPL in the equity shares representing 51% of the total paid-up equity share capital of MVIPL and MVGoPL respectively. The loan drawn by MEL is secured by irrevocable and unconditional guarantee from BVML.
5. The working capital loan facilities are secured by way of first charge and hypothecation of entire immovable properties pertaining to the respective projects, both present and future, including movable plant and machinery, machinery spares, tools, accessories, entire project cash flows, receivables, book debts and revenues of the respective entities. The working capital facilities relating to wind farm development activities are secured by way of first pari-passu charge on current assets related to wind farm development activity. The facilities are repayable on a yearly rollover basis and carries interest in the range of 11% to 13.5% per annum.
6. Refer note 36 for maturity profile of the borrowings.
25. Finance lease obligations
The Group leased the rights to use power evacuation facilities under a lease arrangement with related parties. Future finance lease payments due, and their present values, are shown in the following table:
| Minimum lease payments | Present value of minimum lease payments | ||
| As at 31 December 2015 | As at 31 December 2014 | As at 31 December 2015 | As at 31 December 2014 |
| USD | USD | USD | USD |
Not later than one year | 871,311 | - | 101,165 | - |
Later than one year and not later than five years | 3,485,244 | - | 541,521 | - |
Later than five years | 12,198,354 | - | 5,775,196 | - |
| 16,554,909 | - | 6,417,882 | - |
Less : future finance charges | 10,137,027 | - | - | - |
Present value of minimum lease payments | 6,417,882 | - | 6,417,882 | - |
25. Finance lease obligations (continued)
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
Included in : |
|
|
|
-Current liabilities |
| 101,165 | - |
-Non-current liabilities |
| 6,316,717 | - |
Total |
| 6,417,882 | - |
26. Derivative financial instruments
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
Fair value of options embedded in: |
|
|
|
Compulsorily convertible preference shares (note 33) |
| 3,429,381 | 3,432,610 |
Compulsorily convertible debentures (note 24) |
| - | (89,008) |
Share warrants (note 24) |
| - | 1,703,053 |
Total |
| 3,429,381 | 5,046,655 |
27. Trade and other payables
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
Current: |
|
|
|
Trade payables1 |
| 10,705,902 | 6,405,402 |
Liability component of CCPS2 |
| 4,234,334 | 4,403,201 |
Interest accrued but not due on borrowings |
| 5,658,409 | 3,353,664 |
Other payables |
| 2,531,817 | 276,350 |
|
| 23,130,462 | 14,438,617 |
|
|
|
|
Non-current: |
|
|
|
Liability component of CCPS2 |
| 2,160,722 | 4,521,985 |
Other payables3 |
| 112,261,359 | 37,390,292 |
|
| 114,422,081 | 41,912,277 |
1Trade creditors relate to amounts outstanding for trade purchases and ongoing costs.
2Liability component of CCPS represents the mandatory preference share dividend payable to IIF, discounted using interest rate implicit in the arrangement. (Refer note 33).
3Other payables include payables for purchase of capital assets.
The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
The fair value of trade and other payables approximates their carrying amounts largely due to the short-term maturities of these instruments and hence management considers that the carrying amount of trade and other payables to be approximately equal to their fair value.
28. Retirement benefit obligations
Defined contribution plan
Provident fund:
The Group makes contributions to a defined contribution retirement benefit plan for qualifying employees. Under the plan, the Group is required to contribute a specified percentage of the qualified employees' pay to fund the benefits. These contributions are made to a fund administered and managed by the Government of India. The Group's monthly contributions are charged to the consolidated income statement in the year they are incurred.
The total cost charged to consolidated income statement of USD 32,150 (31 December 2014: USD 38,405) represents contributions payable to these schemes by the Group at rates specified in the rules of the plan. As at 31 December 2015, contributions of USD nil (31 December 2014: USD nil) were due in respect of the current reporting year.
Defined benefit plan
(a) Gratuity
In accordance with the Payment of Gratuity Act, 1972 of India, the Group provides for gratuity, a defined benefit retirement plan (the 'Gratuity Plan') covering eligible employees. The Group makes annual contributions under the Gratuity Plan to Life Insurance Corporation of India to fund the benefit obligation.
The present value of the defined benefit obligation, the related current service cost and past service cost was measured using the projected unit cost method.
The projected unit cost method is an accrued benefits valuation method in which the scheme liabilities make allowance for projected earnings. The accumulated benefit obligation (ABO) is an actuarial measure of the present value for service already rendered but differs from the projected unit cost method in that it includes no assumption for future salary increases. At the balance sheet date the gross ABO was USD 193,391 (31 December 2014: USD 21,285).
Movements in the present value of the benefit obligation are as follows:
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
Change in benefit obligation |
|
|
|
Projected benefit obligation at the beginning of the year |
| 21,285 | 25,362 |
Current service cost |
| 44,044 | 4,479 |
Interest cost |
| 1,966 | 2,393 |
Benefits paid |
| - | (9,443) |
Actuarial loss / (gain) |
| 132,550 | (930) |
Translation adjustment |
| (6,454) | (576) |
Projected benefit obligation at the end of the year (A) |
| 193,391 | 21,285 |
Movement in fair value of plan assets |
|
|
|
Opening balance of fair value of plan assets |
| 16,277 | 14,376 |
Contributions made during the year |
| - | 10,848 |
Expected return |
| 1,503 | 1,009 |
Benefits paid |
| - | (9,443) |
Translation adjustment |
| (671) | (513) |
Closing balance of fair value of plan assets (B) |
| 17,109 | 16,277 |
Net liability recognised in the balance sheet (A-B) |
| 176,282 | 5,008 |
|
|
|
|
Cost of employee benefits for the year |
|
|
|
Current service cost |
| 44,044 | 4,479 |
Interest cost |
| 1,966 | 2,393 |
Expected return |
| (1,503) | (1,009) |
Net actuarial loss/(gain) recognised in other comprehensive income |
| 132,550 | (930) |
Net loss recognised for the year |
| 177,057 | 4,933 |
28. Retirement benefit obligations (continued)
(b) Leave encashment
The Group also provides for leave encashment (the "leave encashment plan"), a defined benefit plan covering eligible employees. Under the leave encashment plan, employees are entitled to future payments upon termination of service with the Company, whether it is by death during service or upon reaching retirement age.
The present value of the defined benefit obligation and the related current service cost was measured using the projected unit credit method.
The projected unit cost method is an accrued benefits valuation method in which the scheme liabilities make allowance for projected earnings. The accumulated benefit obligation (ABO) is an actuarial measure of the present value for service already rendered but differs from the projected unit credit method in that it includes no assumption for future salary increases. At the balance sheet date the ABO was USD 155,368 (31 December 2014: USD 8,865).
Movements in the present value of the benefit obligation were as follows:
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
Change in benefit obligation |
|
|
|
Projected benefit obligation at the beginning of the year |
| 8,865 | 12,255 |
Interest cost |
| 819 | 1,156 |
Current service cost |
| 21,011 | 946 |
Benefits paid |
| (20,960) | (1,153) |
Actuarial loss/ (gain) |
| 150,759 | (4,124) |
Translation adjustment |
| (5,126) | (215) |
Projected benefit obligation at the end of the year |
| 155,368 | 8,865 |
|
|
|
|
Cost of employee benefits for the year |
|
|
|
Interest cost |
| 819 | 1,156 |
Current service cost |
| 21,011 | 946 |
Net actuarial loss/ (gain) recognised in other comprehensive income |
| 150,759 | (4,124) |
Net loss/ (gain) recognised for the year |
| 172,589 | (2,022) |
Key assumptions used in actuarial valuation of gratuity and leave encashment obligations:
| Year ended 31 December 2015 | Year ended 31 December 2014 |
Discount rate | 7.90% | 9.30% |
Long-term rate of compensation increase (%) | 12.00% | 8.00% |
Attrition | 10.00% | 6.00% |
Mortality table | LIC (2006 -08) | LIC (2006 -08) |
(c) Summary of retirement benefit obligations recognised in the balance sheet
| Current portion | Non-current Portion |
|
Liability recognised as at 31 December 2015: | USD | USD |
|
Gratuity | 7,842 | 168,440 |
|
Leave encashment | 25,193 | 130,175 |
|
| 33,035 | 298,615 | |
Liability recognised as at 31 December 2014: |
|
| |
Gratuity | - | 5,008 | |
Leave encashment | 1,431 | 7,434 | |
| 1,431 | 12,442 |
29. Share capital
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
Issued and fully paid up share capital of the Company: |
|
|
|
163,636,000 (31 December 2014: 163,636,000) ordinary shares with no par value |
| 72,858,278 | 72,858,278 |
After its incorporation on 13 August 2010 MEL acquired 119,999,999 shares in BVML, from its existing shareholders namely, Esrano Overseas Ltd, Bindu Urja Investments Inc, Bindu Urja Holding Inc, Bindu Urja Capital Inc and Sila Energy Inc. In consideration of the said transfer the Company issued shares of the Company at no par value in its capital. Subsequently the Company issued 43,636,000 shares of no par value through listing of its shares on AIM.
The issued share capital refers to ordinary share capital, which carries voting rights with entitlement to an equal share in dividends authorised by the board and in the distribution of the surplus assets of the Company.
30. Capital contribution
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
Capital contributions at beginning of the year |
| 16,721,636 | 7,357,620 |
Capital contributions received during the year |
| - | 9,364,016 |
Balance at end of the year |
| 16,721,636 | 16,721,636 |
During the financial year 2013, the Company's subsidiary, MEIL entered into an investment agreement with related parties, Mytrah Wind Developers Private Limited ("MWDPL") and Bindu Urja Infrastructure Limited ('BUIL') to issue 40,000,000 Series B Cumulative Compulsorily Redeemable Preference Shares ("RPS") at Rs. 300 (~ USD 5.71) per share and carry a nominal dividend of 0.01% per annum. Pursuant to the agreement, BUIL and MWDPL made long-term non-reciprocal capital contributions ("capital contributions") of USD 16,721,636 as at 31 December 2015, which as per the terms of agreement are not available for distribution as dividend. Management has evaluated that these contributions are in substance in the nature of equity and accordingly classified the amounts received as "Capital Contributions".
31. Retained earnings
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
Balance at beginning of the year |
| 15,520,003 | 14,339,815 |
Profit for the year |
| 1,162,991 | 1,875,974 |
Tax on buy back of CCPS from non-controlling interest |
| (253,976) | (128,538) |
Creation of capital redemption reserve on buy back |
| (1,100,797) | (567,248) |
Creation of debenture redemption reserve |
| (5,560,906) | - |
Balance at end of the year |
| 9,767,315 | 15,520,003 |
32. Other reserves
(a) Foreign currency translation reserve
Foreign currency translation reserve comprises foreign currency differences arising from the translation of the financial statements of foreign operations from their functional currency into the Group's presentational currency.
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
|
|
|
|
Balance at beginning of the year |
| (36,870,962) | (32,842,460) |
Foreign currency translation adjustments |
| (3,510,858) | (4,028,502) |
Balance at end of the year |
| (40,381,820) | (36,870,962) |
32. Other reserves (continued)
(b) Equity-settled employee benefits reserve:
The equity-settled employee benefits reserve relates to the share options granted to employees and key management personnel under the employee share option plan. Further information about share-based payments is set out in note 38.
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
|
|
|
|
Balance at beginning of the year |
| 4,003,406 | 3,083,460 |
Additional cost during the year |
| 740,634 | 919,946 |
|
|
|
|
Balance at end of the year |
| 4,744,040 | 4,003,406 |
(c) Fair value reserve
The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets until the assets are derecognised or impaired.
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
|
|
|
|
Balance at beginning of the year |
| 195,253 | 93,480 |
Change in the fair value of available for sale financial instruments |
| 355,167 | 101,773 |
|
|
|
|
Balance at end of the year |
| 550,420 | 195,253 |
(d) Actuarial valuation reserve
Actuarial valuation reserve comprises the cumulative net gains/ losses on actuarial valuation of post-employment obligations. Refer note 28 for further details.
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
|
|
|
|
Balance at beginning of the year |
| 4,526 | (528) |
(Loss)/ gain on actuarial valuation of post-employment benefits |
| (283,309) | 5,054 |
|
|
|
|
Balance at end of the year |
| (278,783) | 4,526 |
(e) Capital redemption reserve (CRR)
Capital redemption reserve is created on redemption of compulsorily convertible preference shares during the year in accordance with the provisions of Indian Companies Act.
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
|
|
|
|
Balance at beginning of the year |
| 567,248 | - |
Creation of CRR on buyback |
| 1,100,797 | 567,248 |
|
|
|
|
Balance at end of the year |
| 1,668,045 | 567,248 |
32. Other reserves (continued)
(f) Debenture redemption reserve (DRR)
Debenture redemption reserve is created on outstanding NCBs at the year end in accordance with the provisions of Indian Companies Act.
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
|
|
|
|
Balance at beginning of the year |
| - | - |
Creation of DRR on redemption |
| 5,560,906 | - |
|
|
|
|
Balance at end of the year |
| 5,560,906 | - |
(g) Share warrant reserve
Share warrant reserve comprises fair value of warrants issued to NCBs during the year. The fair value of share purchase warrants issued during the year was calculated using the Black-Scholes option-pricing model. The inputs for this model include stock price, exercise price, expected term, volatility, risk free rates, etc.
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
|
|
|
|
Balance at beginning of the year |
| - | - |
Issue of share warrants |
| 2,038,960 | - |
|
|
|
|
Balance at end of the year |
| 2,038,960 | - |
|
|
|
|
Total other reserves |
| (26,098,232) | (32,100,529) |
33. Non-controlling interests
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
|
|
|
|
Compulsorily convertible preference shares (CCPS) (refer note a) |
|
|
|
Balance at beginning of the year |
| 54,827,924 | 55,395,172 |
Purchase of CCPS from non- controlling interest holders |
| (2,345,085) | - |
Buy back of CCPS from non-controlling interest holders |
| (1,777,864) | (567,248) |
Balance at the end of the year |
| 50,704,975 | 54,827,924 |
|
|
|
|
Equity shares held by captive customers (refer note b) |
|
|
|
Balance at beginning of the year |
| 704,701 | - |
Issue of shares to non-controlling interest holders |
| 77,556 | 704,701 |
Share of loss attributable to non-controlling interest holders |
| (782,249) |
|
Balance at the end of the year |
| 8 | 704,701 |
Total (a)+(b) |
| 50,704,983 | 55,532,625 |
33. Non-controlling interest (continued)
a) Compulsorily convertible preference shares
During the year ended 31 March 2012, the MEIL issued 11,666,566 Series A CCPS at INR 300 (~USD 6) each to India Infrastructure Fund (IIF) under an Investment Agreement date 20 June 2011 between the MEIL, IIF and Mr.Ravi Kailas. The following are the salient features of the CCPS:
· IIF is entitled to receive a preference dividend before any dividends are declared to the ordinary shareholders. These carry a step-up dividend which is cumulative.
· The CCPS convert into equity shares of MEIL at a fixed price of INR 300 (~USD 6) per share, for a fixed number of shares, at the end of six years if the call and put options are not exercised by either of the parties.
· As part of the investment agreement, IIF were issued with 100 ordinary shares in MEIL.
Further, the Company entered into an option agreement with IIF on the same date whereby the Company can call the CCPS (the "call option") or alternatively, IIF can put the CCPS (the "put option") in exchange for cash or a variable number of shares in the Company providing IIF a stated rate of return. The call option can be exercised at any time after four years three months and the put option can be exercised at any time after five years three months from the date of issue.
In accordance with IAS 32, Financial Instruments: Presentation and IAS 39 Financial Instruments: Measurement, upon initial recognition, the issue proceeds has been segregated in the financial statements as mentioned below.
The issue proceeds of USD 69,932,181 (net of issue costs of USD 1,891,056) were first attributed to the embedded derivatives, with the fair value of the options amounting to USD 2,670,325. As the instrument entitles the holder to a fixed number of shares the remaining value of the proceeds were bifurcated such that there is a liability component and an equity component. The liability component, being USD 11,866,684 was estimated by discounting the mandatory preference share dividend of six year cash flows using an interest rate from an equivalent instrument without a conversion feature, with the residual value of USD 55,395,172 representing equity. The effective interest rate on the financial liability is 5.6%.
The options are subsequently measured at fair value through profit and loss and the financial liability is subsequently measured at amortised cost. The year-end balance of the options was USD 3,429,381 (31 December 2014: USD 3,432,610) (see consolidated statement of financial position), the liability component of the preference shares was USD 6,395,056 (31 December 2014: USD 8,925,186) and the equity component of the CCPS was USD 50,704,975 (31 December 2014: USD 54,827,924). During the current year, the Group has not paid any dividend to IIF (31 December 2014: USD Nil).
During the current year, the Group has purchased and bought back 583,334 shares (31 December 2014: 116,670 shares) from IIF at a premium of INR 300 (USD 9.72). In accordance with the principles enunciated in IAS 32, the Company has reduced face value of the CCPS bought back amounting to USD 4,122,949 (31 December 2014: USD 567,248) from the 'non-controlling interest' and the premium, being the dividend payable over the term of the CCPS, amounting to USD 2,790,287 (31 December 2014: USD 567,248) has been reduced from the liability component of CCPS.
b) Equity shares held by captive customers
During the year ended 31 December 2014, MVMPL has commissioned a captive power generating plant in Tamilnadu under Captive Group Project ("CGP") framework, where the electricity generated is consumed by a group of consumers. To qualify as a captive generating plant, an entity must meet the requirements set forth under the relevant regulations, which specify that a minimum 26% equity interest in the captive generating plant should be held by a Captive Consumers or group of Captive Consumers. Accordingly, MVMPL has entered into power purchase agreements (PPA) with Captive Consumers and issued 4,729,840 equity shares of INR 10 par value (USD 782,249). The shares issued to the captive consumers have been classified as non-controlling interest in these consolidated financial statements.
34. Commitments
(a) Capital commitments
|
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
|
|
|
|
Capital commitments |
| 269,788,515 | 165,970,144 |
The capital expenditures authorised and contracted primarily relate wind farm assets under construction, which have not been provided for in the accounts. These commitments are net of advances paid of USD 14,740,851 (31 December 2014: USD 47,190,987) .
34. Commitments (continued)
(b) Operating leases
The Group leases office premises under cancellable operating lease agreements with a term of three years. The lease arrangement contains a renewal clause providing the Company with the option of extending the lease for a further period of three years to four years at the prevailing market rates.
Total operating lease expense recognised in the consolidated income statement as other expenses is USD 789,184 (31 December 2014: USD 649,187). At 31 December 2015, the Group had no outstanding commitments for future minimum lease payments under non-cancellable operating leases.
35. Capital management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through its optimisation of the debt and equity balance.
The capital structure of the Group consists of net debt, which includes the borrowings disclosed in note 24 after deducting cash and bank balances, equity attributable to owners of the Company comprising issued capital and reserves and retained earnings and non-controlling as disclosed in notes below.
The Group's risk management committee reviews the capital structure on a semi-annual basis. As part of this review, the committee considers the cost of capital and the risks associated with each class of capital.
The gearing ratio at the year-end is as follows:
| As at 31 December 2015 | As at 31 December 2014 |
| USD | USD |
Debt (note 24) | 674,197,400 | 456,256,446 |
Cash and bank balances (note 23) | (55,577,280) | (14,268,232) |
Net debt (a) | 618,620,120 | 441,988,214 |
Equity (including non-controlling interests) | 123,953,980 | 128,532,013 |
Net debt and equity (b) | 742,574,100 | 570,520,227 |
Net debt/ (net debt+equity) ratio | 83% | 77% |
Debt is defined as long and short-term borrowings (excluding derivatives) as detailed in note 24. Equity includes all capital and reserves of the Group that are managed as capital, including non-controlling interests of the Group.
Details of the significant accounting policies and methods adopted (including the criteria for recognition, the basis of measurement and the basis for recognition of income and expenses) for each class of financial asset, financial liability and equity instrument are disclosed in note 3.
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 of 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 wind farm projects. Management is continuously evolving strategies to optimise the returns and reduce the risks. It includes plans to optimise the financial leverage of the Group.
Equity comprises all components of equity and includes the non-controlling interests.
36. Financial instruments - Fair values and risk management
IFRS 13 Fair Value Measurement requires entities to disclose measurement of fair values, for both financial and non-financial assets and liabilities. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
· Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
· Level 2: Inputs other than quoted prices included in 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 asset or liability that is not based on observable market data (unobservable inputs).
36. Financial instruments - Fair values and risk management (continued)
Accounting classifications and fair value
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.
31 December 2015:
|
| Carrying amount |
| Fair value | ||||||
| Designated at fair value through profit or loss | Loans and receivables | Available-for-sale | Other financial liabilities | Total |
| Level 1 | Level 2 | Level 3 |
|
Financial assets measured at fair value |
|
|
|
|
|
|
|
|
|
|
Current investments (note 22) | - | - | 43,384,798 | - | 43,384,798 |
| 43,384,798 | - | - |
|
| - | - | 43,384,798 | - | 43,384,798 |
| 43,384,798 | - | - |
|
Financial assets not measured at fair value |
|
|
|
|
|
|
|
|
|
|
Trade receivables (note 20) | - | 17,487,165 | - | - | 17,487,165 |
|
|
|
|
|
Other assets (note 17 and 21) | - | 12,438,881 | - | - | 12,438,881 |
|
|
|
|
|
Cash and bank balances (note 23) | - | 55,577,280 | - | - | 55,577,280 |
|
|
|
|
|
Other investments (note 18) | - | 2,055,483 | - | - | 2,055,483 |
|
|
|
|
|
| - | 87,558,809 | - | - | 87,558,809 |
|
|
|
|
|
Financial liabilities measured at fair value |
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments (note 26) | - | - | - | 3,429,381 | 3,429,381 |
| - | 3,429,381 | - |
|
Finance lease obligation (note 25) | - | - | - | 6,417,882 | 6,417,882 |
| - | 6,417,882 | - |
|
| - | - | - | 9,847,263 | 9,847,263 |
| - | 9,847,263 | - |
|
Financial liabilities not measured at fair value |
|
|
|
|
|
|
|
|
|
|
Borrowings (note 24) | - | - | - | 674,197,400 | 674,197,400 |
|
|
|
|
|
Trade and other payables (note 27) | - | - | - | 23,130,462 | 23,130,462 |
|
|
|
|
|
Other payables - non-current (note 27) | - | - | - | 114,422,081 | 114,422,081 |
|
|
|
|
|
| - | - | - | 811,749,943 | 811,749,943 |
|
|
|
|
|
Note:
1. In this table, the Group has disclosed the fair value of each class of financial assets and liabilities in way that permits the information to be compared with the carrying amounts.
2. For all financial assets and financial liabilities not measured at fair value, the carrying value is a reasonable approximation of fair values.
36. Financial instruments - Fair values and risk management (continued)
Accounting classifications and fair value (continued)
31 December 2014:
|
| Carrying amount |
| Fair value | ||||||
| Designated at fair value through profit or loss | Loans and receivables | Available-for-sale | Other financial liabilities | Total |
| Level 1 | Level 2 | Level 3 |
|
Financial assets measured at fair value |
|
|
|
|
|
|
|
|
|
|
Current investments (note 22) | - | - | 10,966,118 | - | 10,966,118 |
| 10,966,118 | - | - |
|
| - | - | 10,966,118 | - | 10,966,118 |
| 10,966,118 | - | - |
|
Financial assets not measured at fair value |
|
|
|
|
|
|
|
|
|
|
Trade receivables (note 20) | - | 17,695,157 | - | - | 17,695,157 |
|
|
|
|
|
Other assets (note 17 and 21) | - | 32,351,209 | - | - | 32,351,209 |
|
|
|
|
|
Cash and bank balances (note 23) | - | 14,268,232 | - | - | 14,268,232 |
|
|
|
|
|
Other investments (note 18) | - | 1,589,719 | - | - | 1,589,719 |
|
|
|
|
|
| - | 65,904,317 | - | - | 65,904,317 |
|
|
|
|
|
Financial liabilities measured at fair value |
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments (note 26) | - | - | - | 5,046,655 | 5,046,655 |
| - | 5,046,655 | - |
|
Finance lease obligations (note 25) | - | - | - | - | - |
|
|
|
|
|
| - | - | - | 5,046,655 | 5,046,655 |
| - | 5,046,655 | - |
|
Financial liabilities not measured at fair value |
|
|
|
|
|
|
|
|
|
|
Borrowings (note 24) | - | - | - | 456,256,446 | 456,256,446 |
|
|
|
|
|
Trade and other payables (note 27) | - | - | - | 14,438,617 | 14,438,617 |
|
|
|
|
|
Other payables - non-current (note 27) | - | - | - | 41,912,277 | 41,912,277 |
|
|
|
|
|
| - | - | - | 512,607,340 | 512,607,340 |
|
|
|
|
|
36. Financial instruments - Fair values and risk management (continued)
Measurement of fair value:
The following is the summary of valuation techniques used in the measurement of fair value of financial instruments:
Current investments:
Current investments represent the investments in traded mutual funds, whose fair value is determined by reference to their quoted market price at the reporting date. The fair value represents the net asset value as stated by the issuer of these mutual fund units in the published statements. Net asset value represents the price at which either the issuer will issue further units in the mutual fund or the investor can redeem the investments.
Derivative financial instruments:
The fair value of the option contracts embedded in the derivative financial instruments are determined using binomial lattice model. The inputs for this model include stock price, internal rate of return, expected time for option expiry, volatility, risk free rate, etc.
Financial risk management:
The Group's activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Group's primary risk management focus is to minimise potential adverse effects of market risk on its financial performance. The Group's risk management assessment and policies and processes are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Group's activities. The Board of Directors and the Audit Committee is responsible for overseeing the Group's risk assessment and management policies and processes.
A. Market Risk
(i) Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. The Group's presentation currency is the US dollar. The Group's exposure to foreign currency arises in part when the Group holds financial assets and liabilities denominated in a currency different from the functional currency of the entity. Based on the current profile of the Group, the net liability held in foreign currency is not significant and as such the Group's exposure to currency risk is limited.
(ii) Interest rate risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group is exposed to interest rate risk on its cash and bank balances. Cash and bank balances expose the Group to cash flow interest rate risk. However, the Group does not carry any fixed interest bearing financial liabilities that are designated at fair value through profit or loss except for the derivative financial instruments embedded in the CCPS, CCDs and share warrants. Hence, the Group is exposed to the fair value risk on such derivative financial instruments.
The average interest rate on short-term bank deposits during the year was 7.23% (31 December 2014: 7.41%).
Interest rate risk management
The primary goal of the Group's investment strategy is to ensure risk free returns are earned on surplus funds. Market price risk arises from cash and bank balances held by the Group. The Group monitors its investment portfolio based on market expectations and creditworthiness. Material investments within the portfolio are managed on an individual basis.
36. Financial instruments - Fair values and risk management (continued)
(ii) Interest rate risk (continued)
The Group's exposure to interest rates on financial instruments is detailed below:
| As at 31 December 2015 | As at 31 December 2014 |
| USD | USD |
Financial assets |
|
|
Cash and bank balances (note 23) | 55,577,280 | 14,268,232 |
|
|
|
Total interest rate dependent financial assets | 55,577,280 | 14,268,232 |
|
|
|
Financial liabilities |
|
|
Borrowings (note 24) | 674,197,400 | 456,256,446 |
|
|
|
Total interest rate dependent financial liabilities | 674,197,400 | 456,256,446 |
The amounts included above for interest rate dependent financial assets are fixed interest bearing financial assets.
If interest rate on INR denominated borrowings had been increased or decreased by 100 basis points with all other variables held constant, post tax income for the year ended 31 December 2015 would have been increased/ decreased by USD 4,369,594 (31 December 2014: USD 4,181,483).
(iii) Price risk
The Group is exposed to mutual funds price (Net Asset Value - 'NAV') risk because of investments in debt-based mutual fund units held by the Group and classified on the statement of financial position as available-for-sale financial assets. The Group is not exposed to any commodity price risk. In order to manage its price risk arising from investment in mutual fund units, the Group diversifies its portfolio; in accordance with the limits set by the Group risk management policies.
As the Group invests in mutual fund units which in turn invest in short-term (in the range 30-90 days) equity instruments with low yield and hence carry a very minimal mark-to-market risk. Moreover, the accruals earned by the said units are distributed on a daily basis; which mainly represents the dividend accruals rather than the fair value movements. Hence, any reasonable movement in interest yields are not expected to have any impact on the NAV of the said units.
B. Liquidity risk
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Group's short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Details of additional undrawn facilities that the Group has at its disposal to reduce further liquidity risk are set out below.
| As at 31 December 2015 | As at 31 December 2014 |
| USD | USD |
|
|
|
Amount used | 688,203,430 | 464,190,622 |
Amount unused | 223,024,206 | 189,565,287 |
|
|
|
Total finance facilities | 911,227,636 | 653,755,909 |
The Group has access to financing facilities as described below, of which USD 223,024,206 (31 December 2014: USD 189,565,287) were unused at the balance sheet date. The Group expects to meet its other obligations from operating cash flows and proceeds of maturing financial assets.
36. Financial instruments - Fair values and risk management (continued)
The following table details the Group's remaining contractual maturity for its financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay as at 31 December 2015 and 31 December 2014:
As at 31 December 2015:
| 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||
| USD | USD | USD | USD | USD | USD | ||
Non-derivative financial liabilities: |
|
|
|
| ||||
Borrowings | 49,764,216 | 27,435,882 | 33,127,511 | 152,798,868 | 411,070,923 | 674,197,400 | ||
Trade and other payables | 18,896,128 | - | - | - | - | 18,896,128 | ||
Liability component of CCPS | 4,234,334 | 2,160,722 | - | - | - | 6,395,056 | ||
Finance lease obligations | 101,165 | 113,305 | 126,902 | 142,130 | 5,934,381 | 6,417,883 | ||
Other non-current liabilities | 97,511,227 | 8,431,342 | 8,479,512 | - | - | 114,422,081 | ||
Derivative Financial liabilities: |
|
|
|
| ||||
Derivative instruments not designated as hedge | 1,158,698 | 2,270,683 | - | - | - | 3,429,381 | ||
Total financial liabilities | 171,665,768 | 40,411,934 | 41,733,925 | 152,940,998 | 417,005,304 | 823,757,929 | ||
As at 31 December 2014:
| 2015 | 2016 | 2017 | 2018 | Thereafter | Total | |
| USD | USD | USD | USD | USD | USD | |
Non-derivative financial liabilities: |
|
|
|
| |||
Borrowings | 57,426,521 | 34,302,336 | 21,865,745 | 23,374,759 | 319,287,085 | 456,256,446 | |
Trade and other payables | 38,374,132 | - | - | - | - | 38,374,132 | |
Liability component of CCPS | 4,403,201 | 4,521,985 | - | - | - | 8,925,186 | |
Finance lease obligations | - | - | - | - | - | - | |
Other non-current liabilities | - | 1,835,801 | 2,355,741 | 2,355,741 | 2,504,293 | 9,051,576 | |
Derivative Financial liabilities: |
|
|
|
| |||
Derivative instruments not designated as hedge | (89,008) | 3,432,610 | - | - | 1,703,053 | 5,046,655 | |
Total financial liabilities | 100,114,846 | 44,092,732 | 24,221,486 | 25,730,500 | 323,494,431 | 517,653,995 | |
C. Credit risk
Credit risk is the risk that counterparty 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 the sale of electricity. The Indian entities have entered into purchase power agreements with transmission / distribution companies incorporated by the Indian State Governments and captive customers. The Group is therefore committed to sell power to these customers and any potential risk of default is on Government parties. The Group is paid monthly by the transmission companies and captive customers for the electricity it supplies. The Group assesses the credit quality of the purchaser based on its financial position and other information.
Financial assets that potentially expose the Company to credit risk consist principally of cash and bank balances, which are held with institutions with a minimum credit rating of AA. The fair value of financial assets represents the maximum credit exposure.
The Group is reliant on a small number of suppliers and customers. Refer note 20 for the ageing of trade receivables.
The industry currently benefits supports from the Indian Government. Changes in the Government policy could impact tariff/ taxes which could have an impact on the revenue and the profit of the Group.
37. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated and are not disclosed in this note. The transactions with related parties are priced on an arm's length basis and are settled as per agreed terms. Details of transactions between the Group and related parties are disclosed below.
The key management personnel of the Group are:
1. Mr Ravi Kailas | - Chairman and CEO |
2. Mr Rohit Phansalkar | - Non-Executive Director |
3. Mr Russell Walls | - Non-Executive Director |
The entities where certain key management personnel have significant influence are:
1. Bindu Urja Infrastructure Limited |
|
2.. Mytrah Wind Developers Private Limited |
|
The following related party transactions occurred during the year: |
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
Advance given/ (adjusted) towards development and construction of wind farm projects: |
|
|
|
Bindu Urja Infrastructure Limited |
| 2,396,019 | 543,124 |
Mytrah Wind Developers Private Limited |
| (24,120) | (2,353,002) |
|
|
|
|
Purchase towards development and construction of wind farm projects: |
|
|
|
Bindu Urja Infrastructure Limited |
| 604,166 | 15,567,368 |
Mytrah Wind Developers Private Limited |
| - | - |
|
|
|
|
Security deposits for usage of land and power evacuation facilities: |
|
|
|
Bindu Urja Infrastructure Limited |
| 2,862,561 | 10,492,772 |
Mytrah Wind Developers Private Limited |
| - | 4,325,020 |
|
|
|
|
Upfront lease rentals paid for land and leased power evacuation facilities : |
|
|
|
Bindu Urja Infrastructure Limited |
| 1,151,762 | 7,789,286 |
Mytrah Wind Developers Private Limited |
| - | 1,835,013 |
|
|
|
|
Reimbursement of expenses: |
|
|
|
Bindu Urja Infrastructure Limited |
| 1,361,116 | 799,311 |
|
|
|
|
Capital contributions received from (note 30): |
|
|
|
Bindu Urja Infrastructure Limited |
| - | 6,847,647 |
Mytrah Wind Developers Private Limited |
| - | 2,516,369 |
The following balances were outstanding at the end of the year: |
| As at 31 December 2015 | As at 31 December 2014 |
|
| USD | USD |
Advance towards development and construction of wind farm projects: |
|
|
|
Bindu Urja Infrastructure Limited |
| 7,144,801 | 5,625,356 |
Mytrah Wind Developers Private Limited |
| - | 24,290 |
|
|
|
|
Security deposits for usage of land and power evacuation facilities (note 17): |
|
|
|
Bindu Urja Infrastructure Limited |
| 20,649,107 | 18,589,848 |
Mytrah Wind Developers Private Limited |
| 6,494,218 | 6,753,210 |
|
|
|
|
Other payables |
|
|
|
Bindu Urja Infrastructure Limited |
| 1,318,150 | - |
|
|
|
|
Upfront lease rentals paid for land and leased power evacuation facilities (net of amortization) : |
|
|
|
Bindu Urja Infrastructure Limited |
| 7,948,273 | 7,579,358 |
Mytrah Wind Developers Private Limited |
| 1,601,883 | 1,757,329 |
|
|
|
|
Capital contributions received from (note 30): |
|
|
|
Bindu Urja Infrastructure Limited |
| 9,904,122 | 9,904,122 |
Mytrah Wind Developers Private Limited |
| 6,817,514 | 6,817,514 |
37. Related party transactions (continued)
Remuneration of key management personnel:
The remuneration of key management personnel of the Group, is set out below for each of the categories specified in IAS 24 Related Party Disclosures.
|
| Year ended 31 December 2015 | Year ended 31 December 2014 |
|
| USD | USD |
Salaries and bonus |
| 1,434,244 | 2,622,834 |
Share-based payments |
| 639,228 | 763,215 |
Total |
| 2,073,472 | 3,386,049 |
As per the CCPS investment agreement (note 33), for a period of one year from the completion date or commissioning of a cumulative 400 MW capacity, whichever is later, Mr Ravi Kailas without prior consent of IIF shall not sell or dispose, directly or indirectly his shareholding in Mytrah Energy Limited.
38. Share-based payments
The Group has an equity-settled share option scheme for certain directors of the Company and employees in the Group. All options have a vesting period of three years. Each share option converts into one ordinary share of the concerned entity on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of the expiry. Options lapse if the employee leaves the concerned entity before the options vest.
Mytrah Energy Limited:
During the year, the Company has issued 9,680,000 options to Directors at the exercise price of GBP 0.78 and cancelled 210,081 share options which were issued to group employees at the exercise price of GBP 0.77. In accordance with IFRS 2, the Group has charged the fair value of the options issued over the vesting period of the options.
Details of the share options outstanding at the end of the year are as follows.
| Year ended 31 December 2015 | Year ended 31 December 2014 | ||
| Number of share options | Weighted average exercise price | Number of share options | Weighted average exercise price |
|
| (GBP) |
| (GBP) |
Outstanding at beginning of year | 14,668,839 | 1.06 | 14,828,706 | 1.14 |
Granted during the year | 9,680,000 | 0.78 | 2,871,502 | 0.77 |
Cancelled during the year | (210,081) | 0.77 | (3,052,669) | 1.03 |
Outstanding at the end of the year | 24,138,758 | 0.95 | 14,668,839 | 1.06 |
The options outstanding as at 31 December 2015 had a weighted average exercise price of GBP 0.95, and a weighted average remaining contractual life of 4 years and 2 months.
Details of options granted during the year are as follows:
Year ended | Employees / Directors | Options granted during the year | Expiry date | Exercise price (GBP) | Fair value at grant date (GBP) |
31 December 2015 | Directors | 9,680,000 | 23.12.2021 | 0.78 | 0.76 |
31 December 2014 | Employees | 2,871,502 | 01.02.2017 | 0.77 | 0.77 |
The aggregate fair value of the share options issued during the year was USD 3,287,465. The fair value of options is measured using the Black-Scholes Merton valuation model. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value. Measurement inputs include the following:
Weighted average share price (GBP) |
| 0.76 |
Weighted average exercise price (GBP) |
| 0.78 |
Expected volatility |
| 43.88% |
Expected life |
| 3 years |
Risk-free interest rate |
| 0.73% |
38. Share-based payments (continued)
Expected volatility is determined based on the evaluation of the historical volatility of the Company's share price from the date of listing on 12 October 2010 to the date of issue of options. During the year the Group recognised expense of USD 639,228 (net of employee benefits expense capitalized USD 68,528) (31 December 2014: USD 919,946 ((net of employee benefits cost capitalized USD Nil)) in relation to share-based payment transactions and the unamortised expense as at 31 December 2015 is USD 2,681,038 (31 December 2014: USD 245,830).
Mytrah Energy (India) Limited:
During the year, the Company's subsidiary has issued 277,450 options to group employees at the exercise price of INR 1,200. In accordance with IFRS 2, the Group has charged the fair value of the options issued over the vesting period of the options.
Details of the share options outstanding at the end of the year are as follows.
| Year ended 31 December 2015 | Year ended 31 December 2014 | ||
| Number of share options | Weighted average exercise price | Number of share options | Weighted average exercise price |
|
| (INR) |
| (INR) |
Outstanding at beginning of year | - | - | - | - |
Granted during the year | 277,450 | 1,200 | - | - |
Cancelled during the year | (4,000) | 1,200 | - | - |
Outstanding at the end of the year | 273,450 | 1,200 | - | - |
The options outstanding as at 31 December 2015 had a weighted average exercise price of INR 1,200.
Details of options granted during the year are as follows:
Year ended | Employees / Directors | Options granted during the year | Exercise price (INR) | Fair value at grant date (INR) |
31 December 2015 | Employees and Directors | 277,450 | 1,200 | 600 |
The aggregate fair value of the share options issued during the year was USD 291,487. The fair value of options is measured using the Black-Scholes Merton valuation model. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value. Measurement inputs include the following:
Weighted average share price (INR) |
| 600 |
Weighted average exercise price (INR) |
| 1,200 |
Expected volatility |
| 42.00% |
Expected life |
| 3 years |
Risk-free interest rate |
| 7.59% |
Expected volatility is determined based on the evaluation of the historical volatility of the Holding Company's share price from the date of listing on 12 October 2010 to the date of issue of options. During the year the Group recognised expense of USD 1,960(net of employee benefits expense capitalized USD 30,918) in relation to share-based payment transactions and the unamortised expense as at 31 December 2015 is USD 258,612.
39. Contingent liabilities
The Group is involved in appeals, claims, inspections and other matters that arise from time to time in the ordinary course of business. Following are the details of contingent liabilities not recognised in these consolidated financial statements.
| As at 31 December 2015 | As at 31 December 2014 |
| USD | USD |
|
|
|
a) Indirect tax matters pending in appeal | 1,528,068 | 1,589,008 |
b) Guarantees given towards construction and execution of wind power projects | 903,057 | - |
| 2,431,125 | 1,589,008 |
40. Other matters
During the year, one of the supplier of "Wind turbine generator" filed an arbitration application before the High Court of Telangana and Andhra Pradesh ('Honorable High Court') seeking appointment of an arbitrator alleging that MEIL has breached the terms of an agreement and is liable for liquidated damages. Management has not acknowledged these claims as debts, given the nature of the underlying dispute, allegations between the parties and significant uncertainties relating to the financial claims. Management is evaluating the financial effect and considers that additional disclosure as required under IAS 37 could prejudice the outcome of the case.
41. Comparatives
Previous year's figures have been regrouped / reclassified wherever necessary to conform with the current year's classification / disclosure.
Related Shares:
Mytrah Energy