19th Jun 2014 07:01
19 June 2014
Greenko Group plc
("Greenko", "the Company" or "the Group")
Preliminary Results for the year ended 31 March 2014
Greenko, the Indian developer, owner and operator of clean energy projects, today announces its preliminary results for the 12 months ended 31 March 2014 ("the period").
Financial Highlights
· Revenue grew 59.5% and adjusted1 EBITDA grew 90.5% in constant currency terms
· Reported Revenue grew 38.2% to €53.0 million (2013: €38.3 million)
· Reported EBITDA increased 65.9% to €40.9 million (2013: €24.6 million)
· Reported profit after tax increased 55.0% to €9.3 million (2013: €6.0 million)
· Earnings per share increased 53.0% to 4.50 Euro Cents (2013: 2.94 Euro Cents)
· €208.9 million invested in new capacity
Operational Highlights
· Power assets grew 27% to €658.4 million (2013: €516.7 million)
· Operational capacity more than doubled (+170.9%) from 244 MW in March 2013 to 661 MW to date
· Power generation grew 21% to 1,072 GwH (2013: 886 GwH)
· Total of 348 MW of operational wind capacity ready for the 2014 season
· Hydro acquisition of 70 MW Budhil hydro Project being completed by 23, June 2014, taking hydro operational capacity to 235.6 MW
· Approximately 423 MW of projects in construction and 1,240 MW in active development
Post year end
· Additional 100 MW of new wind assets commissioned
1. Adjusted for the one-off non-cash 2008 LTIP charge in order to enable a like for like comparison with the current year, but including IFRS Fair value.
Commenting on the results, Anil Chalamalasetty, CEO of Greenko, said: "We have more than doubled our capacity to 661 MW this year to date, due to our structured development process which is focused on the predictable and profitable phased roll out of utility scale wind and hydro projects. As a result, we confidently expect to have well over 680 MW generating by the 2014 monsoon."
He continued: "Today, Greenko is a mainstream player in the power market in India, where our clean energy projects are supplying at prices in-line with or cheaper than prevailing market rates from traditional fuel sources. The drivers which underpin the demand for power in our market are only getting stronger and we remain extremely well placed to grow our asset base and secure predictable, sustainable revenue streams at attractive margins. Against this backdrop, we remain focused on commissioning new projects, building on our now substantial base, and look to the year ahead with confidence. Importantly, we remain on track to reach our 1,000 MW target in 2015."
-Ends-
For further information please visit www.greenkogroup.com or call:
Greenko Group plc Anil Chalamalasetty/Mahesh Kolli/ Vasudeva Rao Kaipa | +44 (0)20 7920 3150 |
Arden Partners plc Richard Day | +44 (0)20 7614 5917 |
Investec Bank plc Jeremy Ellis / Gary Clarence | +44 (0)20 7597 4000 |
Tavistock Communications Matt Ridsdale / Mike Bartlett/ Niall Walsh | +44 (0)20 7920 3150 |
About Greenko
Greenko is a mainstream participant in the growing Indian energy industry and a market leading owner and operator of clean energy projects in India utilising a de-risked portfolio of wind, run-of-river hydropower, natural gas and biomass assets. The Group is now focused on building new utility scale wind farms and hydropower projects across India. Greenko intends to increase the installed capacity it operates by winning concessions to develop and build new greenfield assets, as well as making selective acquisitions which enhance shareholder value.
Greenko's portfolio is carefully planned and managed to ensure it offers investors diversification and spreads its risk across a number of projects that utilise various well-proven environmental technologies. The Company's goal is to reach 1,000 MW of operational capacity in 2015 and approximately 2,000 MW in 2018.
With a core belief in sustainability both operationally and environmentally, Greenko endeavours to be a responsible business playing an important role in the community beyond its role in the power generation industry. The Company maintains a continuous involvement in localised projects and community programmes which centre on education, health and wellbeing, environmental stewardship and improving rural infrastructure.
Greenko Group plc was admitted to trading on the AIM market of the London Stock Exchange (LSE: GKO) in November 2007.
Report to Shareholders
Chairman's Statement
I am pleased to report Greenko's preliminary results for the year ended 31 March 2014. The financial year has seen Greenko make significant progress across all areas of the business, putting us on a strong footing to deliver long term, sustainable returns. The disciplined project development process, investments, and infrastructure that we have put in place over the last three years are now delivering strong growth in our operational asset base. Since the end of the last financial year, we have commissioned 348.0 MW of wind projects with further phases at an advanced stage of construction. The Company is well positioned to have over 680 MW of operating capacity ready for the 2014 generating season, and 1,000 MW by 2015.
A good performance from our southern hydro assets saw generation grow by 43.6%. This ensured that overall power output increased by 11% despite the northern hydro assets being affected by an extended winter that resulted in a slower snowmelt. Wind assets did well during their first year of operation, contributing significantly both to revenue and generation.
Assets generating power grew from 244 MW to 491 MW. Shortly after the end of the reporting period we reached 661 MW, including the acquisition of the 70 MW Budhil hydro project. We expect growth to accelerate over the next two years as we complete the 423 MW of projects currently under construction, and most of the 1,240 MW of projects currently in active development are moved into construction. The recent addition of the Basvanbagewadi phase-2 (50 MW), Balavenkatpuram phase-3 (30 MW) and Ratnagiri Phase -2 (20 MW) wind farms to access attractive tariffs in Karnataka, Andhra Pradesh and Maharashtra give an indication of the depth of existing development stage opportunities and our ability to focus resources on the most profitable opportunities.
Clean energy is becoming an increasingly important part of the Indian energy market and will provide a significant portion of the Indian Government's 12th Plan target for new capacity. The Indian energy market is witnessing a paradigm shift, with the emphasis changing to price discovery using reliable supply contracts, instead of unsustainable subsidised power. Given the major shortages in domestic coal and gas supplies, the market now reflects global commodity pricing in its long term base load supply and financial return expectations. This effect is visible in the bidding process across multiple states with tariffs well above Rs5/kWh (Euro 80/MWh). Following the newly elected Prime Minister's statement that thrust is to be 24/7 power availability in the country, there is renewed alround enthusiasm in the Indian Power Sector, with Renewable Energy being a priority.
Greenko's wind and hydro portfolio in most states can profitably supply power below the price of conventional generation. Additionally, some states, including Madhya Pradesh, have made long term policy announcements which indicate their intention to purchase power from wind projects at attractive prices in order to encourage investments from Independent Power Producers (IPPs) like Greenko. These factors, coupled with increased demand, means that Greenko is well positioned to provide financially attractive, sustainable long term returns.
The Company's profitable progress and strong underlying operational performance was achieved despite a difficult economic environment. The depreciation of the Rupee against the Euro by approximately 18.7% has again led to foreign currency translation differences in our consolidated accounts. Generation increased 21% and power revenue increased 38%, despite the weakness of the Indian Rupee, as our generating mix changed with the growth in attractively priced and high margin wind power. On a constant currency basis, power revenue grew 59.5%.
Outlook
In an environment of ever increasing demand for power in India, the attraction of developing, owning and operating a diversified portfolio of hydro and wind generating assets puts Greenko in a strong position for profitable and sustained growth. Over the next two years the shape and size of our operating portfolio will be transformed, as the 392 MW of projects currently in construction are completed. Despite challenges across the sector and exchange rate volatility impacting the accounting treatment of our reported financial metrics, we are confident that the quality of the underlying assets should deliver substantial value to our shareholders. We see Greenko emerging as a stable and leading player in India's power generation sector for years to come and I look forward to reporting further progress to you in the coming few months.
Keith Henry
Chairman
Executive Directors' Statement
Introduction
I am pleased to present Greenko's preliminary financial results for the 2014 financial year. We have delivered profitable growth and the successful completion of multiple large wind farms which, together with the existing portfolio, reinforce Greenko's position as a mainstream IPP in the Indian energy market. Following the successful raising of equity investment from GIC, the Singaporean sovereign wealth fund, we have deployed additional capital to deliver on our 2014 season target of 680 MW and put in place the foundations for subsequent growth to reach 1 GW by 2015. Our operational portfolio grew 170.9% to 661 MW compared with March of last year and the total power portfolio under our control is now in aggregate more than 2.2 GW. At the period end Greenko had 392 MW in construction, 1,240 MW in active development and had deployed €208.9 million into power assets during the financial year.
Financial Review
Reported revenue was €52.9 million (2013: €38.3 million) from generation of 1,072 GWh (2013: 886 GWh). Adjusted EBITDA, net of a one-off ESOP charge, but including IFRS fair value, is a key performance indicator for Greenko and increased 67.3% to €41.1 million (2013: €24.6 million), despite being impacted by adverse currency movements and lower generation from biomass assets. Reported profit after tax increased by 55% to €9.3 million (2013: €6.0 million). Of this, €2.5 million (2013: €1.66 million) was attributed to minority shareholders, mainly the preference share held by Global Environment Emerging Markets Fund III and Government of Singapore Investment Company (GIC) through their subsidiary have invested in the Group at the Mauritius subsidiary level, and GE which invested in Greenko's wind holding company.
The Group invested over €208.9 million in power assets during the year, primarily due to a significant increase in construction activity. The cash balance at the end of the period was €46.4 million (2013: €35.8 million), with total borrowings of €350.3 million (2013: €247.9 million) and €77 million of committed but undrawn facilities in place.
Operational and Development review
Greenko's generating portfolio strategy is designed around asset clusters that offer economies of scale, as well as diversification by geography, off-take and technology. Greenko reports on its secured capacity in three categories: operating assets, projects in-construction and concessions under active development. Together, these represent over 2.2 GW of capacity, with 661 MW currently operational and 423 MW in active construction. Having commissioned the Basvanbagewadi Phase-2, Ratnagiri Phase -2 and Balavenkatpuram Phase-3 wind farms in the last few weeks and completed the formalities of a planned acquisition of Budhil hydro plant, Greenko expects to have commissioned a total of 680 MW of operational capacity ahead of the 2014 monsoon. We remain confident that 1,000 MW will be operational by 2015.
Hydro
Including the Budhil acquisition, Greenko currently has 235.25 MW of operational hydro and is one of the largest operators of small hydro projects in India. There are a further 187.6 MW under construction and the Company is continuing to assess selective acquisition opportunities of projects at a late stage of development, or which have recently been commissioned.
Over the period, our hydro assets performed well. An extended winter and relatively weak summer meant that generation from our northern hydro assets (71 MW) at 320 GWh was down by 4% on the previous year (2013: 333 GWh), although still within normal year on year variability. An early monsoon helped southern hydro generation to recover to 221 GWh, a 43.6% improvement over the previous year (2013: 154 GWh). Two southern hydro assets, of 35 MW, were successfully moved from State PPAs to open market PPAs and the impact of the resulting higher tariff should be apparent in next year's results.
We have made further progress with the 187.6 MW of hydro projects currently in-construction:
· Dikchu (96 MW) in Sikkim is our largest hydro project and remains on track to be commissioned ready for the 2015 monsoon. Key components of the project are progressing well. Over 73% of the underground civil works are complete, and works involving electro mechanical and hydro mechanical are about 80% completed. The majority of the Alsthom turbines and the electro-magnetic components have been delivered to site and installation is at an advanced stage. The project experienced delays due to abnormal weather conditions earlier in the year, but remains on schedule to begin commissioning for 2015's generating season.
· Southern hydro cluster - Karnataka
o AMR-2 (10 MW) is a monsoon 'peaking' plant being built next to the AMR and Rithwick (each 24.75 MW) complex. By using the existing sub-station and site infrastructure, the overall cost is lowered substantially. Construction has begun and commissioning should be completed by August/September 2014.
o Kukkey-1 (24 MW) roads and infrastructure are in place. Work on the impoundment structure began at the end of last year's monsoon and equipment orders have been finalised.
o Kumardhara (24 MW) initial access work has started, with equipment ordered for delivery in 2015.
· Northern hydro cluster - Himachal Pradesh
o Paudital Lassa (24 MW) tunnelling has started and all access roads are in place. Adit II portal construction is in progress, with Erection & Maintainance Orders issued and construction work is in progress.
o Jeori (9.6 MW) site work has started, with enabling infrastructure ongoing. Construction of the access roads is complete, with Head Race Tunnel excavation and other supporting works in progress.
Wind
The Group's wind strategy is based on the extensive and painstaking analysis of wind data over a significant period, to deliver reliable long-term generating profiles on which the Group bases its decisions to invest in utility scale projects, built in a phased manner. Greenko has added 348.0 MW of new capacity, across three sites, since the end of the last financial year. A further 30.0 MW is expected to be completed ready for the 2014 monsoon generating period.
During the year, the Government of India reinstated the Generation Based Incentive (Rs0.5/kWh capped at Rs10 million per MW). Several states also raised their wind energy tariffs, benefitting all three Greenko operating clusters. Greenko now has over 975 MW of wind assets in active development, including 236 MW of projects in varying stages of construction.
Progress at Greenko's key wind projects includes:
· Ratnagiri Wind Farm (101.6 MW) in Maharashtra is Greenko's first major wind project. Phase-1 (65.6 MW) was commissioned ready for the 2013 monsoon. During the period it generated 118.8 GWh, slightly ahead of expectations. The infrastructure for the full 101.6 MW capacity is in place and Phase-2 (36 MW) is under construction with turbines already delivered and installation at an advanced stage, of which 20 MW has been commissioned. Phase-2's commissioning is planned to capture the 2014 wind season.
· Basvanbagewadi Wind Farm (180 MW) in Karnataka is Greenko's second major wind project. Phase-1 (51.2 MW) was commissioned at the period end with GE 1.6 MW XLE turbines. The entire site's infrastructure is in place, with a 180 MW grid connection that is shared with the Matrix and Mangalore projects. Phase-2 (50.0 MW) has been commissioned recently, using the Gamesa G-97 2.0 MW turbines. A further 20 MW of capacity is being installed with firm orders for additional turbines placed with Gamesa.
· Matrix Wind Farm (15.0 MW) was commissioned in November 2013. It is co-located with Greenko's Basvanbagewadi project and shares its existing 180 MW grid connection. The project is selling its power directly to a multi-national IT park near Bangalore, via an attractive 10-year indexed power purchase agreement. It uses the well-proven Vensys V87 1.5 MW gearless turbines made by ReGen.
· Mangalore Wind Farm (15.0 MW) was recently commissioned and is also co-located with Greenko's Basvanbagewadi project. It shares the existing 180 MW grid connection and should be operational during the current financial year. Its PPA and turbines are the same as Matrix.
· Balavenkatpuram Wind Farm (200 MW) in Andhra Pradesh is Greenko's third major wind project. Phase 1 (51.2 MW) was commissioned a month early in November and uses the enhanced GE 1.6 XLE turbines. The entire site's infrastructure has been completed for the full 200 MW. Phase-2 (50.0 MW) has been commission in January 2014 and Phase-3 (50.0 MW) of which 30 MW has been commissioned recently using the Gamesa G-97 turbines. Phase-4 (50.0 MW) is in the planning stage, with construction expected to start at the end of the 2015.
· Tanot Wind Farm (120 MW) in Rajasthan is Greenko's fourth major wind cluster and was initiated during the current financial year. Land required for the project has been acquired and the Company has accelerated this development since gaining clarity on a PPA and has placed firm orders for Gamesa 2.0 MW turbines which will be delivered after the monsoon season. The project is expected to become operational in a phased manner, beginning early in 2015 and completed before the 2015 wind season.
Thermal
The 36.8 MW liquid fuel plant continues to generate operating profit in line with expectations, using the existing quasi-tolling structure. The Group's 41.5 MW of biomass assets continue to operate below our long-term expectations and output was lower than the previous period, as the plants were run to maximise cash generation, rather than output. We expect to see an improvement over the full financial year, as Andhra Pradesh's tariff was increased in mid-November, while the Ravi Kiran (7.5 MW) plant in Karnataka moved to a merchant tariff allowing access to better prices. The Company has decided to exit two of its biomass plants of 16.0 MW capacity located in Chattisgarh, an area and cluster which is no longer of strategic importance to the Company. The difference of € 1.1million to book value has been taken as a one-off expense, consequential to this decision to sell these units.
Business Development
With a significant portion of the current portfolio having secured long term state PPAs, the Company is now working towards increasing the proportion of highly attractive open market contracts for new projects. We are working towards optimizing revenue with a mix of open market tariffs and state PPAs, which should improve returns and ensure appropriate levels of diversification.
The Company's infrastructure, brand and standing within the industry also bring access to a large number of acquisition opportunities. Greenko continues to pursue a twin-track strategy of developing new concessions and acquisitions in hydro, where we see real opportunities to scale-up our business. As always, we remain highly selective but expect to take forward an attractive opportunity in the near future.
Our growth plans are unchanged and we remain focussed on maximising shareholders' returns.
Anil Chalamalasetty
CEO
Consolidated statement of financial position as at 31 March 2014
Notes | 31 March 2014 (Unaudited) | 31 March 2013 (Audited) | |
Assets | |||
Non-current assets | |||
Intangible assets | 8 | 106,696,259 | 116,641,640 |
Property, plant and equipment | 9 | 551,559,274 | 400,075,891 |
Bank deposits | 14 | 10,447,037 | 7,542,157 |
Trade and other receivables | 12 | 5,325,292 | 4,385,988 |
Other non-current financial assets | 5,413,807 | - | |
679,441,669 | 528,645,676 | ||
Current assets | |||
Inventories | 13 | 6,834,959 | 7,335,762 |
Trade and other receivables | 12 | 48,095,194 | 42,780,524 |
Available-for-sale financial assets | 11 | 53,280 | 60,910 |
Bank deposits | 14 | 3,567,943 | 4,313,538 |
Current tax assets | 395,066 | - | |
Cash and cash equivalents | 14 | 32,254,906 | 23,921,007 |
91,201,348 | 78,411,741 | ||
Assets of disposal group classified as held for sale | 15 | 11,223,905 | - |
Total assets | 781,866,922 | 607,057,417 | |
Equity and liabilities | |||
Equity | |||
Ordinary shares | 16 | 753,308 | 753,308 |
Share premium | 201,336,875 | 201,336,875 | |
Share-based payment reserve | 118,126 | - | |
Revaluation reserve | - | 4,035 | |
Currency translation reserve | (55,112,872) | (17,375,265) | |
Other reserves | 41,047,455 | (3,405,542) | |
Option reserve | (15,594,526) | (15,594,526) | |
Retained earnings | 30,347,287 | 28,954,634 | |
Equity attributable to owners of the Company | 202,895,653 | 194,673,519 | |
Non-controlling interests | 127,191,456 | 71,802,643 | |
Total equity | 330,087,109 | 266,476,162 | |
Liabilities | |||
Non-current liabilities | |||
Retirement benefit obligations | 22 | 355,793 | 371,746 |
Borrowings | 18 | 278,165,338 | 229,812,108 |
Other financial liabilities | 18.7 | 26,397,448 | 24,474,057 |
Deferred tax liabilities | 19 | 34,036,363 | 35,470,245 |
Trade and other payables | 17 | 2,498,844 | 2,064,903 |
341,453,786 | 292,193,059 | ||
Current liabilities | |||
Trade and other payables | 17 | 33,090,345 | 30,201,891 |
Current tax liabilities | 2,484,638 | 135,205 | |
Borrowings | 18 | 72,144,826 | 18,051,100 |
107,719,809 | 48,388,196 | ||
Liabilities of disposal group classified as held for sale | 15 | 2,606,218 | - |
Total liabilities | 451,779,813 | 340,581,255 | |
Total equity and liabilities | 781,866,922 | 607,057,417 |
The notes are an integral part of these consolidated financial statements.
Consolidated statement of profit or loss for the year ended 31 March 2014
Notes | 31 March 2014 (Unaudited) | 31 March 2013 (Audited) | |
Revenue | 20 | 53,010,821 | 38,345,397 |
Other operating income | 21 | 266,011 | 3,645,725 |
Cost of material and power generation expenses | (5,699,044) | (7,441,941) | |
Employee benefits expense | 23 | (4,072,195) | (8,101,711) |
Other operating expenses | 24 | (4,763,819) | (5,196,128) |
Depreciation, amortization and impairment | 8 & 9 | (13,549,030) | (9,007,074) |
Excess of Group's interest in the fair value of acquiree's assets and liabilities over cost | 2,257,265 | 7,474,334 | |
Operating profit | 27,450,009 | 19,718,602 | |
Finance income | 4,744,150 | 3,584,103 | |
Finance cost | (18,708,152) | (15,343,134) | |
Finance costs - net | 25 | (13,964,002) | (11,759,031) |
Profit before income tax | 13,486,007 | 7,959,571 | |
Income tax expense | 26 | (4,164,966) | (1,944,131) |
Profit for the year | 9,321,041 | 6,015,440 | |
Attributable to: | |||
Equity holders of the Company | 6,776,211 | 4,353,259 | |
Non-controlling interests | 2,544,830 | 1,662,181 | |
9,321,041 | 6,015,440 | ||
Earnings per share for profit attributable to the equity holders of the Company during the year | 27 | ||
- Basic (in cents) | 4.50 | 2.94 | |
- Diluted (in cents) | 4.07 | 2.81 |
Consolidated statement of comprehensive income for the year ended 31 March 2014
| |||
31 March 2014 (Unaudited) | 31 March 2013 (Audited) | ||
Profit for the year | 9,321,041 | 6,015,440 | |
Other comprehensive income | |||
Items that will not be reclassified subsequently to profit or loss | |||
Exchange differences on translating foreign operations | (17,018,544) | (656,551) | |
Items that will be reclassified subsequently to profit or loss | |||
Unrealised losses on available-for-sale financial assets | (1,373) | (1,710) | |
Exchange differences on translating foreign operations | (41,490,431) | (3,220,167) | |
Total other comprehensive income | (58,510,348) | (3,878,428) | |
Total comprehensive income | (49,189,307) | 2,137,012 | |
Total comprehensive income attributable to: | |||
Equity holders of the Company | (34,715,593) | 1,131,382 | |
Non-controlling interest | (14,473,714) | 1,005,630 | |
(49,189,307) | 2,137,012 | ||
The notes are an integral part of these consolidated financial statements.
Consolidated statement of changes in equity (Audited)
Ordinary shares | Share premium | Share-based payment reserve | Revaluation reserve | Currency translation reserve | Other reserves | Option reserve | Retained earnings | Total equity attributable to equity holders of the Company | Non-controlling interests | Total equity |
| |||||||||
At 1 April 2012 | 708,202 | 185,556,658 | 1,516,421 | 62,085 | (14,158,270) | (3,224,221) | - | 24,563,925 | 195,024,800 | 38,833,684 | 233,858,484 |
| ||||||||
Transfer from revaluation reserve to retained earnings | - | - | - | (54,878) | - | - | - | 54,878 | - | - | - |
| ||||||||
Issue of share capital (Net of issue expenses) | 45,106 | 6,193,672 | - | - | - | - | - | - | 6,238,778 | - | 6,238,778 |
| ||||||||
Transfer of share based payment reserve (refer note 16.2) | - | 9,586,545 | (9,586,545) | - | - | - | - | - | - | - | - |
| ||||||||
Sale of interest in subsidiaries | - | - | - | - | - | - | - | (17,428) | (17,428) | 32,096,278 | 32,078,850 |
| ||||||||
Recognition of liability for option | - | - | - | - | - | - | (15,594,526) | - | (15,594,526) | - | (15,594,526) |
| ||||||||
Acquisition of non-controlling interest | - | - | - | - | - | (551,823) | - | - | (551,823) | (209,482) | (761,305) |
| ||||||||
Increase of interest in subsidiary | - | - | - | - | - | - | - | - | - | - | - |
| ||||||||
Value of employee services | - | - | 8,070,124 | - | - | - | - | - | 8,070,124 | - | 8,070,124 |
| ||||||||
Government grants | - | - | - | - | - | 372,212 | - | - | 372,212 | 76,533 | 448,745 |
| ||||||||
Transaction with owners | 45,106 | 15,780,217 | (1,516,421) | (54,878) | - | (179,611) | (15,594,526) | 37,450 | (1,482,663) | 31,963,329 | 30,480,666 |
| ||||||||
| ||||||||||||||||||||
Profit for the year | - | - | - | - | - | - | - | 4,353,259 | 4,353,259 | 1,662,181 | 6,015,440 |
| ||||||||
Other comprehensive income |
| |||||||||||||||||||
Unrealised loss on available-for-sale financial assets | - | - | - | - | - | (1,710) | - | - | (1,710) | - | (1,710) |
| ||||||||
Exchange differences on translating foreign operations | - | - | - | (3,172) | (3,216,995) | - | - | - | (3,220,167) | (656,551) | (3,876,718) |
| ||||||||
Total comprehensive income | - | - | - | (3,172) | (3,216,995) | (1,710) | - | 4,353,259 | 1,131,382 | 1,005,630 | 2,137,012 |
| ||||||||
| ||||||||||||||||||||
At 31 March 2013 | 753,308 | 201,336,875 | - | 4,035 | (17,375,265) | (3,405,542) | (15,594,526) | 28,954,634 | 194,673,519 | 71,802,643 | 266,476,162 |
| ||||||||
| ||||||||||||||||||||
The notes are an integral part of these consolidated financial statements.
Consolidated statement of changes in equity (continued) (Unaudited)
Ordinary shares | Share premium | Share-based payment reserve | Revaluation reserve | Currency translation reserve | Other reserves | Option reserve | Retained earnings | Total equity attributable to equity holders of the Company | Non-controlling interests | Total equity | ||||||||||
At 1 April 2013 | 753,308 | 201,336,875 | - | 4,035 | (17,375,265) | (3,405,542) | (15,594,526) | 28,954,634 | 194,673,519 | 71,802,643 | 266,476,162 | |||||||||
Transfer from revaluation reserve | - | - | - | (4,035) | - | - | - | 24,729 | 20,694 | (20,694) | - | |||||||||
Issue of shares to non-controlling interests in subsidiaries | - | - | - | - | 3,752,824 | 44,454,370 | (5,408,287) | 42,798,907 | 69,883,221 | 112,682,128 | ||||||||||
Value of employee services | - | - | 118,126 | - | - | - | - | - | 118,126 | - | 118,126 | |||||||||
Transaction with owners | - | - | 118,126 | (4,035) | 3,752,824 | 44,454,370 | - | (5,383,558) | 42,937,727 | 69,862,527 | 112,800,254 | |||||||||
Profit for the year | - | - | - | - | - | - | - | 6,776,211 | 6,776,211 | 2,544,830 | 9,321,041 | |||||||||
Other comprehensive income | ||||||||||||||||||||
Unrealised loss on available-for-sale financial assets | - | - | - | - | - | (1,373) | - | - | (1,373) | - | (1,373) | |||||||||
Exchange differences on translating foreign operations | - | - | - | - | (41,490,431) | (41,490,431) | (17,018,544) | (58,508,975) | ||||||||||||
Total comprehensive income | - | - | - | - | (41,490,431) | (1,373) | - | 6,776,211 | (34,715,593) | (14,473,714) | (49,189,307) | |||||||||
At 31 March 2014 | 753,308 | 201,336,875 | 118,126 | - | (55,112,872) | 41,047,455 | (15,594,526) | 30,347,287 | 202,895,653 | 127,191,456 | 330,087,109 | |||||||||
The notes are an integral part of these consolidated financial statements.
Consolidated statement of cash flow for the year ended 31 March 2014
Note | 31 March 2014 (Unaudited) | 31 March 2013 (Audited) | ||
A. | Cash flows from operating activities | |||
Profit before income tax | 13,486,007 | 7,959,571 | ||
Adjustments for | ||||
Depreciation, amortization and impairment | 8 & 9 | 13,549,030 | 9,007,074 | |
(Profit)/loss on sale of assets | (18,950) | 12,606 | ||
Share based payment | 118,126 | 4,035,062 | ||
Finance income | (4,744,150) | (3,584,103) | ||
Finance cost | 18,708,152 | 15,343,134 | ||
Provision for impairment of trade and other receivables | - | 656,580 | ||
Excess of Group's interest in the fair value of acquiree's assets and liabilities over cost | 29 | (2,257,265) | (7,474,334) | |
Changes in working capital | ||||
Inventories | (1,205,491) | 136,231 | ||
Trade and other receivables | (19,959,959) | (2,762,102) | ||
Trade and other payables | 13,665,923 | (665,855) | ||
Cash generated from operations | 31,341,423 | 22,663,864 | ||
Taxes paid | (1,076,930) | (1,331,018) | ||
Net cash from operating activities | 30,264,493 | 21,332,846 | ||
B. | Cash flows from investing activities | |||
Purchase of property, plant and equipment and capital expenditure | (203,665,298) | (87,599,077) | ||
Proceeds from sale of property, plant and equipment | 40,738 | 138,208 | ||
Acquisition of business, net of cash acquired | 29 | (5,303,384) | (24,379,313) | |
Advance given for purchase of equity | (2,002,631) | (1,021,171) | ||
Payment for acquisitions relating to earlier years | (8,437,569) | (358,118) | ||
Acquisition of licence holding company | (89,914) | - | ||
Bank deposits | (512,965) | 3,315,893 | ||
Interest received | 1,148,007 | 3,700,599 | ||
Dividends received | 695 | 19,235 | ||
Net cash used in investing activities | (218,822,321) | (106,183,744) | ||
C. | Cash flows from financing activities | |||
Proceeds from issue of shares | - | 6,349,550 | ||
Payment of share issue expenses | - | (110,772) | ||
Acquisition of non-controlling interest | - | (2,172,959) | ||
Proceeds from non controlling interests (net of costs) | 112,702,470 | 17,937,927 | ||
Proceeds from borrowings | 157,502,004 | 88,494,144 | ||
Repayment of borrowings | (25,397,112) | (21,165,668) | ||
Interest paid | (31,939,917) | (27,175,599) | ||
Net cash from financing activities | 212,867,445 | 62,156,623 | ||
Net increase/(decrease) in cash and cash equivalents | 24,309,617 | (22,694,275) | ||
Cash and cash equivalents at the beginning of the year | 14 | 23,921,007 | 48,513,270 | |
Exchange losses on cash and cash equivalents | (15,975,718) | (1,897,988) | ||
Cash and cash equivalents at the end of the year | 14 | 32,254,906 | 23,921,007 |
The notes are an integral part of these consolidated financial statements
Notes to the consolidated financial statements
1. General information
Greenko Group plc ("the Company" or "the Parent") is a company domiciled in the Isle of Man and registered as a company limited by shares under company number 001805V pursuant to the provisions of Part XI of the Isle of Man Companies Act 2006. The registered office of the Company is at 4th floor, 14 Athol Street, Douglas, Isle of Man, IM1 1JA. The Company is listed on the Alternative Investment Market ("AIM") of the London Stock Exchange.
The Company together with its subsidiaries ("the Group") is in the business of owning and operating clean energy facilities in India. All the energy generated from these plants is sold to state utilities and other electricity transmission and trading companies in India through long-term power purchase agreements ("PPA"). The Group holds licence to trade up to 100 million units of electricity per annum in the whole of India except the state of Jammu and Kashmir. However, the Group is yet to commence trading in electricity. The Group is also a part of the Clean Development Mechanism ("CDM") process and generates and sells Certified Emission Reductions ("CER"), Voluntary Emission Reductions ("VER") and Renewable Energy Certificates ("REC").
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented except as stated in note 3.
2.1 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
The preparation of financial information in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial information are disclosed in the critical accounting estimates and judgments section (note 6).
2.2 Consolidation
The consolidated financial statements include the assets, liabilities and results of the operations of the parent company and its subsidiaries. Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies so as to obtain economic benefits from its activities, generally accompanying a shareholding of more than one half of the voting rights. The Group considers the existence and effect of potential voting rights that are presently exercisable or convertible in determining control. Subsidiaries are consolidated from the date on which the Group acquires effective control. Consolidation is discontinued from the date when control over the subsidiary ceases.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in profit or loss. Acquisition related costs are expensed as incurred.
If the business combination is achieved in stages, previously held identifiable assets, liabilities and contingent liabilities of the acquired entity are revalued to their fair value at the date of acquisition, being the date at which the Group achieves control of the acquired entity. The movement in fair value is recognized in profit or loss.
All intra-group transactions, balances and unrealised gains on intra-group transactions are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests represent the portion of profit or loss and net assets that is not held by the Group and are presented separately in the consolidated statement of profit or loss and consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from parent shareholders' equity.
Acquisitions of an additional stake or dilution of a stake from/to non-controlling interests in the Group, without change of control, are accounted for using the equity method, whereby, the difference between the consideration paid or received and the book value of the share of the net assets is recognised in 'other reserve' within the statement of changes in equity. The Group attributes total comprehensive income of subsidiaries between the owners of the Parent and the non-controlling interests based on their respective ownership interests.
2.3 Segment reporting
The Group's operations predominantly relate to generation and sale of electricity. The chief operating decision maker evaluates the Group's performance and allocates resources based on an analysis of various performance indicators at operating segment level. Accordingly, there is only a single operating segment "generation and sale of electricity, related emission rights and benefits".
2.4 Foreign currency translation
a) Functional and presentation currency
Items included in the financial statements in each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in 'Euro' ("€"), which is the Company's functional and presentation currency. The functional currency of the Group's subsidiaries in India is Indian Rupees ("INR").
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
· assets and liabilities presented for each reporting date are translated at the closing rate at the reporting date;
· income and expenses for each statement of profit or loss are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
· resulting exchange differences are charged/ credited to other comprehensive income and recognised in the currency translation reserve within equity.
On disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation that are attributable to the non-controlling interests is derecognised and is not reclassified to profit or loss.
When a foreign operation is partially disposed of or sold, exchange differences that were recorded as other comprehensive income are recognised in profit or loss as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
2.5 Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and any impairment in value. Freehold land is not depreciated. Historical cost includes expenditure that is directly attributable to the acquisition of the items and borrowing cost. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with them will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance expenditure are charged to profit or loss during the period in which they are incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:
Asset category | Useful life |
Buildings | 30 - 35 years |
Plant and machinery | 20 - 35 years |
Furniture, fixtures and equipment | 15 - 20 years |
Vehicles | 10 years |
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefit is expected to arise from the continued use of the asset. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is recognised in profit or loss in the period the item is derecognised.
2.6 Intangible assets
a) Goodwill
Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.
b) Other intangibles
Intangible assets acquired individually, with a group of other assets or in a business combination are carried at cost less accumulated amortization and any impairment in value. The intangible assets are amortised over their estimated useful lives in proportion to the economic benefits consumed in each period. The estimated useful lives of the intangible assets are as follows:
Asset category | Useful life |
Licences | 20 - 40 years |
Power purchase agreements | 4 - 10 years |
Amortisation of intangible assets is included within 'Depreciation, amortization and impairment'.
2.7 Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
2.8 Financial assets
The Group classifies its financial assets in the following categories: loans and receivables, financial assets at fair value through profit and loss (FVTPL) and available for sale. The classification depends on the purpose for which the financial asset was acquired. Management determines the classification of its financial assets at initial recognition.
a) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the reporting date. These are classified as non-current assets. The Group's loans and receivables comprise trade and other receivables, investment in bank deposits and cash and cash equivalents in the statement of financial position (notes 2.11, 2.12 and 2.13). Loans and receivables are initially recognised at fair value plus transaction costs. Loans and receivables are carried at amortised cost using the effective interest method.
b) Financial assets at FVTPL
Financial assets at FVTPL include financial assets that are either classified as held for trading or that meet certain conditions and are designated at FVTPL upon initial recognition. All derivative financial instruments fall into this category.
Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.
c) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the reporting date.
Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognised in other comprehensive income. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised as other comprehensive income are included in the profit or loss as 'gains and losses from investment securities'. Dividends on available-for-sale mutual fund units are recognised in the profit or loss as a part of other income.
Regular purchases and sales of financial assets are recognised on the trade-date - the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets are subsequently carried at fair value.
The fair value of the mutual fund units is based on the net asset value publicly made available by the respective mutual fund managers.
The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. Impairment testing of trade receivables is described in note 2.11.
The Group derecognises financial assets when it transfers substantially all the risks and rewards of ownership of the financial asset. On de-recognition of a financial asset the difference between the carrying amount and the consideration received is recognised in profit or loss.
2.9 Options with non-controlling interests in subsidiaries
The Group has entered into put and call options over certain non-controlling interests in subsidiaries. The option exercise price is fixed and the options are exercisable within a fixed timeframe. The potential cash payments related to options issued by the Group over the equity of subsidiary companies are accounted for as financial liabilities at the present value of the redemption amount in line with the requirements of IAS 32 and 39. The amount that may become payable under the option on exercise is initially recognised at fair value with a corresponding debit to 'Option Reserve' under equity. Such financial liabilities are subsequently measured at amortized cost, using the effective interest rate method.
2.10 Inventories
a) Raw material, stores and consumables
Inventories of raw material, stores and consumables are valued at the lower of cost and net realisable value. Cost includes expenses incurred in bringing each product to its present location and condition and is determined on a weighted average basis. Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses.
b) Emission Reductions ("ER") and Renewable Energy Certificates ("REC")
Inventories of ER and REC are stated at the lower of cost or net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and selling expenses. ER are generated and held for sale in the ordinary course of business. Electricity and ERs/RECs are treated as joint products, as they are generated simultaneously. Cost of generation is allocated in the ratio of relative net sale value of the products. Cost comprises all production, acquisition and conversion costs and is aggregated on a weighted average basis. To the extent that any impairment arises, losses are recognised in the period they occur. The costs associated with generating inventories are charged to the profit or loss in the same period as the related revenues are recognised.
2.11 Trade and other receivables
Trade receivables are recognized initially at fair value plus transaction costs. They are subsequently measured at amortised cost using the effective interest method, net of provision for impairment, if the effect of discounting is considered material. The carrying amounts, net of provision for impairment, reported in the statement of financial position approximate the fair value due to their short realisation period. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The provision is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the receivables' original effective interest rate. The amount of the provision is recognized in the profit or loss.
2.12 Investment in bank deposits
Investments in bank deposits represent term deposits placed with banks earning a fixed rate of interest. Investments in bank deposits with maturities of less than a year are disclosed as current assets and more than one year as non-current assets. At the reporting date, these deposits are measured at amortised cost using the effective interest method. Cash and cash equivalents which are pledged with the banks for availing short-term loans are classified as part of investment in bank deposits.
2.13 Cash and cash equivalents
Cash and cash equivalents include cash in hand and at bank, and short-term deposits with an original maturity period of three months or less. Bank overdrafts that are an integral part of cash management and where there is a legal right of set-off against positive cash balances are included in cash and cash equivalents. Otherwise bank overdrafts are classified as borrowings.
2.14 Assets and liabilities classified as held for sale
Non-current assets/liabilities (or disposal groups) are classified as 'assets held for sale' when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. Assets and liabilities are stated at the lower of carrying amount and fair value less costs to sell. However, some 'held for sale assets' such as financial assets or deferred tax assets, continue to be measured in accordance with the Group's relevant accounting policies for those assets. Once classified as 'held for sale', the assets are not subject to depreciation or amortisation.
2.15 Share capital
Ordinary shares are classified as equity and represent the nominal value of shares that have been issued.
Share premium includes any premiums received on the issue of ordinary shares. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
Share-based payment reserve represent fair value of employee services received in consideration for the equity instruments (options) of the Group.
The revaluation reserve within equity comprises gains and losses due to the revaluation of intangible assets.
Foreign currency translation differences arising on the translation of the Group's foreign entities are included in the translation reserve.
Other reserves include all other transaction with the owners in their capacity as owners, impact of changes in the ownership interest in subsidiaries that do not result in loss of control and government grants accounted under capital approach.
Option reserve represents fair value of non-controlling interests put on initial recognition.
Retained earnings include all current and prior period retained profits.
All transactions with owners of the Parent are recorded separately within equity.
2.16 Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, if the effect of discounting is considered material.
2.17 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
The fair value of the liability portion of a non-convertible bond with detachable warrants is determined using a market interest rate for an equivalent non-convertible bond without detachable warrants. This amount is recorded as a liability on an amortised cost basis until extinguished on maturity of the bonds. The remainder of the proceeds is allocated to the warrants. This is recognised in shareholders' equity.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
2.18 Current and deferred income tax
Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other comprehensive income or directly in equity.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Company's subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit/loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
2.19 Employee benefits
Wages, salaries, bonuses, social security contributions, paid annual leave and sick leave are accrued in the period in which the associated services are rendered by employees of the Group. The Group operates two retirement benefit plans.
a) Gratuity plan
The Gratuity Plan is a defined benefit plan that, at retirement or termination of employment, provides eligible employees with a lump sum payment, which is a function of the last drawn salary and completed years of service. The liability recognised in the statement of financial position in respect of the gratuity plan is the present value of the defined benefit obligation at the reporting date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of Government of India securities that have terms to maturity approximating to the terms of the related gratuity liability.
Service cost on the net defined benefit liability is included in employee benefits expense. Net interest expense on the net defined benefit liability is included in finance costs.
b) State administered Provident Fund
Under Indian law, employees are entitled to receive benefits under the Provident Fund, which is a defined contribution plan. Both the employee and the employer make monthly contributions to the plan at a predetermined rate (currently 12.0 per cent.) of the employees' basic salary. The Group has no further obligation under the Provident Fund beyond its contribution, which is expensed when accrued.
c) Share-based compensation
The Group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted, including the impact of market conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total amount expensed is recognised on a graded vesting basis over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At each reporting date, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. If the terms of an equity-settled award are modified, at a minimum an expense is recognised as if the terms had not been modified. An additional expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
2.20 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as other finance expense.
2.21 Revenue recognition
a) Sale of electricity
Revenue from the sale of electricity is recognised on the basis of the number of units of power exported in accordance with joint meter readings undertaken on a monthly basis by representatives of the buyer and the Group at the rates prevailing on the date of export as determined by the power purchase agreement/feed-in-tariff policy as applicable. Claims for delayed payment charges and other claims, if any, are recognised as per the terms of power purchase agreements.
b) Sale of emission reductions
Revenue from sale of CER is recognized after registration of the project with United Nations Framework Convention on Climate Change (UNFCCC), generation of emission reductions, execution of a firm contract of sale and billing to a customer.
VER are emission reductions achieved by the power generation plants before the effective date of registration by the UNFCCC. The quantity of the VER is based on the estimation of the management, verification by an independent assessor and subject to the satisfaction of the buyer. Revenue is recognized upon execution of a firm contract of sale and on billed VER to the customers.
c) Sale of REC
Revenue from sale of RECs is recognized after registration of the project with central and state government authorities, generation of power and execution of a contract for sale through recognised energy exchanges in India.
d) Generation Based Incentive (GBI)
Revenue from GBI is recognized based on the number of units exported or if the eligibility criteria is met in accordance with the guidelines issued by regulatory authority for GBI Scheme.
e) Interest income
Interest income is recognised as the interest accrues to the net carrying amount of the financial asset using the net effective interest rate method.
2.22 Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the profit or loss on a straight-line basis over the period of the lease.
2.23 Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. The Group follows the capital approach under which a grant is credited directly to equity when the grants received by the Group represent incentives provided by government, unrelated to costs, to promote power generation based on certain renewable energy sources.
Other government grants are recognised as income over the period necessary to match them with the costs for which they are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognised in profit or loss in the period in which they become receivable.
2.24 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is necessary to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed in the period in which they are incurred and reported in finance costs.
3. Change in accounting policies
A number of new and revised standards are effective for annual periods beginning on or after 1 January 2013. Information on these new standards is presented below.
Presentation of statement of comprehensive income
During the year, the presentation has changed from a single statement with profit or loss and other comprehensive income presented in two sections viz. a separate Statement of Profit or Loss and a separate Statement of Comprehensive Income.
IFRS 13 'Fair Value Measurement' (IFRS 13)
IFRS 13 clarifies the definition of fair value and provides related guidance and enhanced disclosures about fair value measurements. It does not affect which items are required to be fair-valued. The scope of IFRS 13 is broad and it applies for both financial and non-financial items for which other IFRSs require or permit fair value measurements or disclosures about fair value measurements except in certain circumstances.
IFRS 13 applies prospectively for annual periods beginning on or after 1 January 2013. Its disclosure requirements need not be applied to comparative information in the first year of application. The Group has however included as comparative information the IFRS 13 disclosures that were required previously by IFRS 7 'Financial Instruments: Disclosures'.
The Group has applied IFRS 13 for the first time in the current year, see note 10.
Amendment to IAS 1, 'Financial statement presentation'
The main change resulting from these amendments is a requirement for entities to group items presented in 'other comprehensive income' (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments).
Amendments to IAS 19 'Employee Benefits' (IAS 19)
The 2011 amendments to IAS 19 made a number of changes to the accounting for employee benefits, the most significant relating to defined benefit plans. The amendments:
• eliminate the 'corridor method' and requires the recognition of re-measurements (including actuarial gains and losses) arising in the reporting period in other comprehensive income
• change the measurement and presentation of certain components of the defined benefit cost. The net amount in profit or loss is affected by the removal of the expected return on plan assets and interest cost components and their replacement by a net interest expense or income based on the net defined benefit asset or liability
• enhance disclosures, including more information about the characteristics of defined benefit plans and related risks.
The application of IAS 19 did not have a material impact on the financial position, performance, cash flows and on the earnings per share for the year ended 31 March 2013 and 31 March 2014.
4. New standards and interpretations not yet adopted
At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have been published by the IASB but are not yet effective, and have not been adopted early by the Group.
Management anticipates that all of the relevant pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Group's financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group's financial statements.
Consolidation Standards
A package of new consolidation standards is effective for annual periods beginning or after 1 January 2014. Information on these new standards is presented below. Management is in the process of its assessment of the impact of these new and revised standards on the Group's consolidated financial statements.
IFRS 10 'Consolidated Financial Statements' (IFRS 10)
IFRS 10 supersedes IAS 27 'Consolidated and Separate Financial Statements' (IAS 27) and SIC 12 'Consolidation - Special Purpose Entities'. IFRS 10 revises the definition of control and provides extensive new guidance on its application. These new requirements have the potential to affect which of the Group's investees are considered to be subsidiaries and therefore change the scope of consolidation. However, the requirements on consolidation procedures, accounting for changes in non-controlling interests and accounting for loss of control of a subsidiary remain the same. Management's provisional analysis is that IFRS 10 will not change the classification (as subsidiaries or otherwise) of any of the Group's existing investees at 31 March 2014.
IFRS 11 'Joint Arrangements' (IFRS 11)
IFRS 11 supersedes IAS 31 'Interests in Joint Ventures' (IAS 31). It aligns more closely the accounting by the investors with their rights and obligations relating to the joint arrangement. In addition, IAS 31's option of using proportionate consolidation for joint ventures has been eliminated. IFRS 11 now requires the use of the equity accounting method, which is currently used for investments in associates. As at 31 March 2014 the Group's does not have any joint arrangement within the scope of IFRS 11.
IFRS 12 'Disclosure of Interests in Other Entities' (IFRS 12)
IFRS 12 integrates and makes consistent the disclosure requirements for various types of investments, including unconsolidated structured entities. It introduces new disclosure requirements about the risks to which an entity is exposed from its involvement with structured entities.
Transition guidance for IFRS 10, 11, 12
Subsequent to issuing the new standards the IASB made some changes to the transitional provisions in IFRS 10, IFRS 11 and IFRS 12. The guidance confirms that the entity is not required to apply IFRS 10 retrospectively in certain circumstances and clarifies the requirements to present adjusted comparatives. The guidance also makes changes to IFRS 11 and IFRS 12 which provide similar relief from the presentation or adjustment of comparative information for periods prior to the immediately preceding period. Further, it provides additional relief by removing the requirement to present comparatives for the disclosures relating to unconsolidated structured entities for any period before the first annual period for which IFRS 12 is applied.
The new guidance is also effective for annual periods on or after 1 January 2014.
IAS 32 Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32
These amendments clarify the meaning of "currently has a legally enforceable right to set-off" and the criteria for non-simultaneous settlement mechanisms of clearing houses to qualify for offsetting. These are effective for annual periods beginning on or after 1 January 2014. These amendments are not expected to be relevant to the Group.
Consequential amendments to IAS 27 'Separate Financial Statements' (IAS 27) and IAS 28 'Investments in Associates and Joint Ventures' (IAS 28)
IAS 27 now only addresses separate financial statements. IAS 28 brings investments in joint ventures into its scope. However, IAS 28's equity accounting methodology remains unchanged.
Investment Entities - Amendments to IFRS 10, IFRS 12 and IAS 27
The Amendments define the term 'investment entity', provide supporting guidance and require investment entities to measure investments in the form of controlling interests in another entity at fair value through profit or loss.
Management does not anticipate a material impact on the Group's consolidated financial statements.
5. Financial risk management
5.1. Financial risk factors
The Group's activities expose it to a variety of financial risks; market risk, credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The financial instruments of the Group, other than derivatives, comprise loans from banks and financial institutions, non-convertible bonds, demand deposits, short-term bank deposits, trade and other receivables, available for sale investments, trade and other payables.
5.1.1 Market risk
Market risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because of volatility of prices in the financial markets. Market risk can be further segregated as: a) Foreign exchange risk and b) Interest rate risk
a) Foreign exchange risk
Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group has made borrowings denominated in US dollar ("$") in respect of which it is exposed to foreign currency exchange risk.
If the € had weakened or strengthened by 0.50% against the $, with all other variables held constant, Property, plant and equipment for the year ended 31 March 2014 would have been lower or higher by €254,485 as a result of foreign exchange gains or losses on translation of the $ denominated borrowings.
The sensitivity analysis is based on a reasonably possible change in the underlying foreign currencies computed from historical data.
b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the Group has no significant interest-bearing assets other than investment in bank deposits, the Group's income and operating cash flows are substantially independent of changes in market interest rates. The Company considers the impact of fair value interest rate risk on investment in bank deposits as not material. The Group's interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. During the year, the Group's borrowings at variable rate were largely denominated in the functional currency of its Indian entities, being INR, although two loans were denominated in $.
If interest rates on borrowings had been 50 basis points higher or lower with all other variables held constant, post-tax profit for the year would have been lower or higher by €861,011 mainly as a result of the higher or lower interest expense on long term floating rate borrowings.
The sensitivity analysis is based on a reasonably possible change in the market interest rates computed from historical data.
5.1.2 Credit risk
Credit risk is the risk that a counter-party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group's credit risk arises from accounts receivable balances on sale of electricity, CER and REC. In respect of trade and other receivables, the Group is not exposed to any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Indian entities have entered into PPA with transmission companies incorporated by the Indian State Governments and other electricity transmission and trading companies to export the electricity generated. The Group is therefore committed to sell power to these customers and regards any potential risk of default as being predominantly a governmental one. The Group is paid monthly by the transmission companies for the electricity it supplies. The CER are sold under contractual emission reduction purchase agreements concluded with the purchaser of the CER. The Group assesses the credit quality of the purchaser based on its financial position and other information.
The Group maintains banking relationships with only creditworthy banks which it reviews on an on-going basis. The Group enters into derivative financial instruments where the counter-party is generally a bank. Consequently, the credit risk on the derivatives and bank deposits is not considered material.
5.1.3 Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and maintaining adequate credit facilities.
The Group intends to be acquisitive in the immediate future. In respect of its existing operations, the Group funds its activities primarily through long-term loans secured against each power plant. In addition, each of the operating plants has working capital loans available to it which are renewable annually, together with certain intra-group loans. The Group's objective in relation to its existing operating business is to maintain sufficient funding to allow the plants to operate at an optimal level and in particular purchase the necessary raw materials required.
In respect of each acquisition, the Group prepares a model to evaluate the necessary funding required. The Group's strategy is to primarily fund such acquisitions by assuming debt in the acquired companies or by borrowing specific long-term funds secured on the power plant to be acquired. In relation to the payment towards equity component of companies to be acquired, the Group ordinarily seeks to fund this by the injection of external funds by debt or equity.
The Group has identified a large range of acquisition opportunities which it is continually evaluating and which are subject to constant change. In respect of its overall business the Group therefore does not, at the current time, maintain any overall liquidity forecasts. The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The Group manages its liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities and the data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below.
The amounts disclosed in the table are the contractual undiscounted cash flows.
At 31 March 2014 | Less than 1 year | Between 1 and 2 years | Between 2 and 5 years | Over 5 years |
Borrowings | 73,163,342 | 22,762,121 | 91,097,303 | 170,126,081 |
Other financial liabilities | 71,654,632 | |||
Trade and other payables | 33,090,345 | 2,498,844 | ||
Other liabilities | 2,484,638 | |||
Total | 108,738,325 | 25,260,965 | 162,751,935 | 170,126,081 |
At 31 March 2013 | Less than 1 year | Between 1 and 2 years | Between 2 and 5 years | Over 5 years |
Borrowings | 19,334,846 | 74,091,308 | 74,024,731 | 87,288,027 |
Other financial liabilities | - | - | 79,735,708 | - |
Trade and other payables | 30,201,891 | - | 2,064,903 | - |
Other liabilities | 135,205 | - | - | - |
Total | 49,671,942 | 74,091,308 | 155,825,342 | 87,288,027 |
5.1.4 Capital risk management
The Group's objective when managing capital is to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for stakeholders. The Group also proposes to maintain an optimal capital structure to reduce the cost of capital. Hence, the Group may adjust any dividend payments, return capital to shareholders or issue new shares. Total capital is the equity as shown in the consolidated statement of financial position. Currently, the Group primarily monitors its capital structure in terms of evaluating the funding of potential acquisitions. Management is continuously evolving strategies to optimize the returns and reduce the risks. It includes plans to optimize the financial leverage of the Group.
The capital for the reporting year under review is summarised as follows:
| 31 March 2014 | 31 March 2013 |
Total equity | 330,087,109 | 266,476,162 |
Less: Cash and cash equivalents | (32,254,906) | (23,921,007) |
Capital | 297,832,203 | 242,555,155 |
Total equity | 330,087,109 | 266,476,162 |
Add: Borrowings | 350,310,164 | 247,863,208 |
Overall financing | 680,397,273 | 514,339,370 |
Capital to overall financing ratio | 44% | 47% |
5.1.5 Fair value estimation
The fair value of financial instruments that are not traded in an active market (for example, forward contracts) is determined by using valuation techniques. The Group uses its judgment to determine an appropriate method and make assumptions that are based on market conditions existing at each reporting date. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the reporting date.
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to the short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
6. Critical accounting estimates and judgements
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial information and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily available from other sources.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
a) Income taxes
The Group is subject to income taxes in a number of jurisdictions. Significant judgment is required in determining provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
b) Estimated impairment of goodwill
In accordance with the accounting policy stated in note 2.6, the Group tests annually whether goodwill has suffered any impairment. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates including future operating margins and discount rates (note 8).
c) Application of business combination accounting rules, including identification and valuation of intangible assets acquired in a business combination
The Group allocates the purchase price of the acquired companies towards the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The Group engages third-party external appraisal firms to assist in determining the fair values of the acquired assets and liabilities. Such valuation requires the Group to make significant estimate and assumptions, especially with respect to identification and valuation of intangible assets.
d) Useful life of depreciable assets
Management reviews the useful life of depreciable assets at each reporting date, based on the expected utility of the assets to the Group. The carrying amounts are analysed in note 9. Actual results, however, may vary due to technical obsolescence, particularly relating to software and IT equipment.
e) Application of lease accounting rules
Significant judgment is required to apply lease accounting rules under IFRIC 4 Determining whether an Arrangement contains a Lease and IAS 17 Leases. In assessing the applicability to arrangements entered into by the Group management has exercised judgment to evaluate customer's right to use the underlying assets, substance of the transaction including legally enforced arrangements and other significant terms and conditions of the arrangement to conclude whether the arrangements meet the criteria under IFRIC 4.
f) Application of interpretation for service concession arrangements
Management has assessed applicability of IFRIC 12: Service Concession Arrangements for certain arrangements that are part of business combinations acquired during the year. In assessing the applicability the management has exercised significant judgement in relation to the underlying ownership of the assets, the ability to enter into power purchase arrangements with any customer, ability to determine prices etc in concluding that the arrangements don't meet the criteria for recognition as service concession arrangements.
g) Classification of financial instruments as equity or liability
Significant judgment is required to apply the rules under IAS 32: Financial Instruments: Presentation and IAS 39: Financial Instruments: Recognition and Measurement to assess whether an instrument is equity or a financial liability. The management has exercised significant judgment to evaluate the terms and conditions of certain financial instruments with reference to the applicability of contingent settlement provisions, evaluation of whether options under the contract will be derivative or a non-derivative, assessing if certain settlement terms are within the control of the Company and if not whether the occurrence of these events are extremely rare, highly abnormal and very unlikely, clarifications between the parties to the agreement subsequent to the date of the agreement etc to conclude that the instruments be classified as an equity or liability instrument.
h) Classification and measurement of disposal group held for sale
The Group has classified certain assets as disposal group held for sale. Significant judgment is required to apply the principles relating classification and measurement of disposal group as laid under IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations'.
7. Interest in subsidiaries
Set out below are the Group's subsidiaries at 31 March 2014. Unless otherwise stated, the subsidiaries as listed below have share capital consisting solely of ordinary shares, which are held directly by the Group and the proportion of ownership interests held equals to the voting rights held by Group. The country of incorporation or registration is also their principal place of business.
Country of incorporation | Holding as at 31 March 2014 | Holding as at 31 March 2013 | ||
Greenko Mauritius#@ | Mauritius | 68.53% | 82.94% | |
Greenko HP | Mauritius | 100% | 100% | |
Black Hawk Corporation | Mauritius | 100% | 100% | |
Glory Corporation Limited | Mauritius | 100% | 100% | |
Greenko Energies Private Limited | India | 100% | 100% | |
Elger Company Limited | Mauritius | 100% | 100% | |
Tanco Limited | Mauritius | 100% | 100% | |
Greenko Wind Projects Private Limited#$ (note 18.7) | India | 79.24% | 56.60% | |
AMR Power Private Limited | India | 100% | 100% | |
Animala Wind Power Private Limited | India | 100% | 100% | |
Anubhav Hydel Power Private Limited | India | 100% | 100% | |
Astha Projects (India) Private Limited | India | 100% | 100% | |
AT Hydro Power Private Limited | India | 100% | 100% | |
Belum Wind Infrastructure Private Limited | India | 100% | 100% | |
Bharmour Hydro Projects Private Limited* | India | 100% | - | |
Cimaron Constructions Private Limited | India | 100% | 100% | |
Devgarh Wind Projects Private Limited | India | 100% | 100% | |
Ecofren Power & Projects Private Limited | India | 100% | 100% | |
Fortune Five Hydel Projects Private Limited | India | 100% | 100% | |
Greenko Bagewadi Wind Energies Private Limited | India | 100% | - | |
Greenko Energy Ventures Private Limited | India | 100% | - | |
Greenko Godavari Power Projects Private Limited | India | 100% | 100% | |
Greenko Hatkoti Energy Private Limited* | India | 100% | 100% | |
Greenko Rego Hydro Projects Private Limited | India | 100% | - | |
Greenko Solar Energy Private Limited | India | 100% | - | |
Greenko Zenith Energy Solutions Private Limited | India | 100% | 100% | |
Guttaseema Wind Energy Company Private Limited | India | 100% | 100% | |
Harsar Hydro Projects Private Limited* | India | 100% | - | |
Hemavathy Power & Light Private Limited | India | 100% | 100% | |
Him Kailash Hydro Power Private Limited | India | 100% | 100% | |
ISA Power Private Limited | India | 100% | 100% | |
Jasper Energy Private Limited | India | 100% | 100% | |
Kangtangshiri Hydro Power Private Limited* | India | 100% | 100% | |
Kanhur Wind Power Private Limited | India | 100% | 100% | |
Kukke Hydel Projects Private Limited | India | 100% | 100% | |
Kumaradhara Power Private Limited | India | 100% | 100% | |
LVS Power Private Limited | India | 100% | 100% | |
Mangalore Energies Private Limited* | India | 100% | - | |
Matrix Power (Wind) Private Limited | India | 74% | - | |
Mechuka Hydro Power Private Limited* | India | 100% | 100% | |
Perla Hydro Power Private Limited | India | 100% | 100% | |
Rangaraju Warehousing Private Limited | India | 100% | 100% | |
Rapum Hydro Power Private Limited* | India | 100% | 100% | |
Ratnagiri Wind Power Projects Private Limited | India | 100% | 100% | |
Ravikiran Power Projects Private Limited | India | 100% | 100% | |
Rayala Wind Power Company Private Limited | India | 100% | 100% | |
Rayalaseema Wind Energy Company Private Limited | India | 100% | 100% | |
Rithwik Energy Generation Private Limited | India | 100% | 100% | |
Roshni Powertech Private Limited | India | 100% | 100% | |
Sai Spurthi Power Private Limited | India | 100% | 100% | |
Sai Teja Energies Private Limited | India | 100% | 100% | |
Sneha Kinetic Power Projects Private Limited | India | 99.96% | 99.93% | |
Sobra Hydro Energy Private Limited | India | 100% | - | |
Sri Sai Krishna Hydro Energies Private Limited | India | 100% | 100% | |
Sunam Power Private Limited | India | 100% | 100% | |
Tanot Wind Power Ventures Private Limited | India | 100% | 100% | |
Tarela Power Private Limited | India | 100% | 100% | |
Technology House (India) Private Limited* | India | 100% | 100% | |
Tejassarnika Hydro Energies Private Limited | India | 100% | 100% | |
Vayuputhra Energy Private Limited | India | 100% | - | |
Vyshali Energy Private Limited | India | 100% | 100% |
* The beneficial and economic interest of the Group is 100% due to agreement with the other shareholders.
# Entities has preferential shares in additions to ordinary shares.
@ Holding as at 31 March 2014 has reduced due to infusion of fresh equity by GIC.
$ Holding as at 31 March 2014 has increased due to infusion of further fresh equity by the Group.
8. Intangible assets
Licences | Electricity PPAs | Goodwill | Total | |
Cost | ||||
At 1 April 2012 | 57,989,338 | 12,397,074 | 13,317,877 | 83,704,289 |
Additions | - | - | - | - |
Acquisition on business combination (note: 29.2) | 35,220,404 | 804,799 | 5,071,181 | 41,096,384 |
Disposals | (54,363) | - | - | (54,363) |
Exchange differences | (1,125,237) | (227,817) | (317,329) | (1,670,383) |
At 31 March 2013 | 92,030,142 | 12,974,056 | 18,071,729 | 123,075,927 |
Additions | 432,854 | - | - | 432,854 |
Acquisition on business combination (note: 29.1) | 11,937,200 | - | - | 11,937,200 |
Asset classified as held for sale | (106,563) | (224,025) | - | (330,588) |
Exchange differences | (15,397,089) | (2,048,698) | (2,853,661) | (20,299,448) |
At 31 March 2014 | 88,896,544 | 10,701,333 | 15,218,068 | 114,815,945 |
Accumulated amortization and impairment | ||||
At 1 April 2012 | 739,578 | 3,580,904 | - | 4,320,482 |
Charge for the year | 522,825 | 1,649,293 | - | 2,172,118 |
Disposals | (1,335) | - | - | (1,335) |
Exchange differences | ( 7,517) | ( 49,461) | - | ( 56,978) |
At 31 March 2013 | 1,253,551 | 5,180,736 | - | 6,434,287 |
Charge for the year | 513,701 | 1,983,178 | 493,084 | 2,989,963 |
Asset classified as held for sale | (41,862) | (188,108) | - | (229,970) |
Exchange differences | (205,084) | (881,333) | 11,823 | (1,074,594) |
At 31 March 2014 | 1,520,306 | 6,094,473 | 504,907 | 8,119,686 |
Net book value | ||||
At 31 March 2014 | 87,376,238 | 4,606,860 | 14,713,161 | 106,696,259 |
At 31 March 2013 | 90,776,591 | 7,793,320 | 18,071,729 | 116,641,640 |
At 1 April 2012 | 57,249,760 | 8,816,170 | 13,317,877 | 79,383,807 |
Amortization and impairment charges are included under 'Depreciation, amortization and impairment' in the statement of profit or loss. The average remaining amortization period for licences is 27.4 years and for electricity PPA is 3.1 years.
Impairment tests for goodwill
Goodwill acquired through business combinations have been allocated to each individual power generation unit ("CGU"). A CGU level summary of goodwill is presented below:
31 March 2013 | Assets held for sale | Exchange difference | 31 March 2014 | |
Hemavathy Power & Light Private Limited - HLBC unit | 4,005,153 | - | (632,444) | 3,372,709 |
LVS Power Private Limited | 2,760,908 | - | (435,968) | 2,324,940 |
Hemavathy Power & Light Private Limited - HRB unit | 2,129,643 | - | (336,287) | 1,793,356 |
Tejassarnika Hydro Energies Private Limited | 1,934,573 | - | (305,483) | 1,629,090 |
Astha Projects (India) Private Limited - Dehar unit | 1,079,424 | - | (170,449) | 908,975 |
Astha Projects (India) Private Limited - Awa unit | 970,576 | - | (153,261) | 817,315 |
Cimaron Constructions Private Limited | 818,145 | - | (129,192) | 688,953 |
Roshni Powertech Private Limited | 731,633 | - | (115,531) | 616,102 |
Tarela Power Limited | 626,216 | - | (98,884) | 527,332 |
Multiple units without significant goodwill | 3,015,458 | (493,084) | (487,985) | 2,034,389 |
18,071,729 | (493,084) | (2,865,484) | 14,713,161 |
The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use pre-tax cash flow projections prepared by management based on balance life of the license or the plant and equipment where the license has indefinite life. The growth rate does not exceed the long-term average growth rate for the business in which the CGU operates. The recoverable amount of significant CGUs is set out below:
31 March 2014 | 31 March 2013 | |
Hemavathy Power & Light Private Limited - HLBC unit | 13,493,217 | 17,817,084 |
LVS Power Private Limited | 31,952,519 | 36,123,095 |
Hemavathy Power & Light Private Limited - HRB unit | 6,625,484 | 7,995,398 |
Tejassarnika Hydro Energies Private Limited | 13,408,430 | 16,594,766 |
The key assumptions used for value-in-use calculations are as follows:
31 March 2014 | 31 March 2013 | |||
Budgeted gross margin | Discount rate | Budgeted gross margin | Discount rate | |
Hemavathy Power & Light Private Limited - HLBC unit | 89.00% | 23.00% | 85.80% | 19.90% |
LVS Power Private Limited | 24.80% | 20.00% | 37.40% | 25.70% |
Hemavathy Power & Light Private Limited - HRB unit | 92.80% | 22.10% | 90.50% | 19.30% |
Tejassarnika Hydro Energies Private Limited | 85.80% | 19.50% | 94.20% | 17.90% |
Management has determined gross margins based on industry trends and the existing PPA with the transmission companies. The PPA is a long-term contract with agreed price per unit of power sold, and the growth rates used are consistent with those contracts. The discount rate used is pre-tax and reflects the specific risks associated with the entity.
9. Property, plant and equipment
Land | Buildings | Plant and machinery | Furniture and equipment | Vehicles | Capital work-in-progress | Total | |
Cost | |||||||
At 1 April 2012 | 3,167,309 | 49,291,504 | 72,073,071 | 1,025,232 | 927,940 | 112,375,583 | 238,860,639 |
Additions | 8,469 | 281,019 | 397,841 | 400,143 | 264,460 | 111,513,597 | 112,865,529 |
Acquisition through business combination | 194,542 | 52,434,719 | 16,831,589 | 63,524 | 89,492 | 3,461,189 | 73,075,055 |
Disposals/capitalisation | (16,024) | - | (11,445) | (1,080) | (203,995) | (157,599) | (390,143) |
Exchange differences | (57,672) | (1,753,310) | (1,531,660) | (15,821) | 43,690 | (1,935,156) | (5,249,929) |
At 31 March 2013 | 3,296,624 | 100,253,932 | 87,759,396 | 1,471,998 | 1,121,587 | 225,257,614 | 419,161,151 |
Additions | 5,156,003 | 4,097,265 | 193,041,379 | 768,725 | 287,699 | 210,213,983 | 413,565,054 |
Acquisition through business combination | - | - | - | 291 | - | 1,182,771 | 1,183,062 |
Disposals/capitalisation | (6,454) | - | - | - | (30,031) | (191,532,573) | (191,569,058) |
Assets held for sale | (247,154) | (1,056,870) | (8,015,384) | (84,675) | (5,669) | (2,422) | (9,412,174) |
Exchange differences | (397,092) | (15,732,607) | (9,397,297) | (208,951) | (170,929) | (32,479,937) | (58,386,813) |
At 31 March 2014 | 7,801,927 | 87,561,720 | 263,388,094 | 1,947,388 | 1,202,657 | 212,639,436 | 574,541,222 |
Accumulated depreciation and impairment | |||||||
At 1 April 2012 | - | 2,990,004 | 8,920,053 | 271,446 | 233,410 | - | 12,414,913 |
Charge for the year | - | 3,035,796 | 3,523,218 | 158,290 | 117,652 | - | 6,834,956 |
Disposal | - | - | (788) | (306) | (60,318) | - | (61,412) |
Exchange differences | - | (30,383) | (126,790) | (3,194) | 57,170 | - | (103,197) |
At 31 March 2013 | - | 5,995,417 | 12,315,693 | 426,236 | 347,914 | - | 19,085,260 |
Charge for the year | - | 2,869,153 | 7,321,830 | 251,819 | 116,265 | - | 10,559,067 |
Disposal | - | - | - | - | 9,966 | - | 9,966 |
Assets held for sale | - | (215,526) | (3,270,706) | (47,279) | (4,794) | - | (3,538,305) |
Exchange differences | - | (1,001,268) | (1,994,601) | (62,883) | (75,288) | - | (3,134,040) |
At 31 March 2014 | - | 7,647,776 | 14,372,216 | 567,893 | 394,063 | - | 22,981,948 |
Net book value | |||||||
At 31 March 2014 | 7,801,927 | 79,913,944 | 249,015,878 | 1,379,495 | 808,594 | 212,639,436 | 551,559,274 |
At 31 March 2013 | 3,296,624 | 94,258,515 | 75,443,703 | 1,045,762 | 773,673 | 225,257,614 | 400,075,891 |
At 1 April 2012 | 3,167,309 | 46,301,500 | 63,153,018 | 753,786 | 694,530 | 112,375,583 | 226,445,726 |
Borrowings as at 31 March 2014 aggregating to €293,244,629 (31 March 2013: €247,863,208) are secured against all of the Group's present and future moveable and immovable assets, including the property, plant and equipment shown above. These loans are also secured by the personal guarantees of certain directors and pledge of shares of the subsidiaries held by the Group.
During the year, the Group has capitalised borrowing costs amounting to €18,485,392 (31 March 2013: €21,178,906) on qualifying assets. Borrowing costs were capitalised at the weighted average rate of its general borrowings of 13.54 percent. Note 28 (e) provide details of asset purchase commitments outstanding as at 31 March 2014.
10. Financial assets and liabilities
The accounting policies for financial instruments have been applied to the line items below:
31 March 2014
Loans and receivables | Financial assets at FVTPL | Available- for-sale | Total | |
Financial assets | ||||
Non-current | ||||
Other non-current financial assets | - | 5,413,807 | - | 5,413,807 |
Bank deposits (note 14) | 10,447,037 | - | - | 10,447,037 |
Trade and other receivables (note 12) | 5,325,292 | - | - | 5,325,292 |
Current | ||||
Available-for-sale financial assets (note 11) | - | - | 53,280 | 53,280 |
Bank deposits (note 14) | 3,567,943 | - | - | 3,567,943 |
Trade and other receivables (note 12) | 47,236,011 | - | - | 47,236,011 |
Cash and cash equivalents (note 14) | 32,254,906 | - | - | 32,254,906 |
Total | 98,831,189 | 5,413,807 | 53,280 | 104,298,276 |
| Liabilities at FVTPL |
Liabilities measured at amortised cost | Total | |
Financial liabilities | ||||
Non-current | ||||
Borrowings (note 18) | - | 278,165,338 | 278,165,338 | |
Other financial liabilities | - | 26,397,448 | 26,397,448 | |
Trade and other payables (note 17) | - | 2,498,844 | 2,498,844 | |
Current | ||||
Borrowings (note 18) | - | 72,144,826 | 72,144,826 | |
Trade and other payables (note 17) | - | 33,090,345 | 33,090,345 | |
Total | - | 412,296,801 | 412,296,801 |
31 March 2013
Loans and receivables | Available for sale | Total | |||
Financial assets | |||||
Non-current | |||||
Bank deposits (note 14) | 7,542,157 | - | 7,542,157 | ||
Trade and other receivables (note 12) | 4,385,988 | - | 4,385,988 | ||
Current | |||||
Available-for-sale financial assets (note 11) | - | 60,910 | 60,910 | ||
Bank deposits (note 14) | 4,313,538 | - | 4,313,538 | ||
Trade and other receivables (note 12) | 41,993,537 | - | 41,993,537 | ||
Cash and cash equivalents (note 14) | 23,921,007 | 23,921,007 | |||
Total | 82,156,227 | 60,910 | 82,217,137 | ||
Liabilities at FVTPL | Liabilities measured at amortised cost | Total | |||
Financial liabilities | |||||
Non-current | |||||
Borrowings (note 18) | - | 229,812,108 | 229,812,108 | ||
Other financial liabilities | - | 24,474,057 | 24,474,057 | ||
Trade and other payables (note 17) | - | 2,064,903 | 2,064,903 | ||
Current | |||||
Borrowings (note 18) | - | 18,051,100 | 18,051,100 | ||
Trade and other payables (note 17) | - | 30,201,891 | 30,201,891 | ||
Total | - | 304,604,059 | 304,604,059 | ||
The carrying amounts reported in the statement of financial position for cash and cash equivalents, trade and other receivables, trade and other payables and other liabilities approximate their respective fair values due to their short maturity.
Fair value hierarchy
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents the fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of 31 March 2014 and 31 March 2013:
31 March 2014
Level 1 | Level 2 | Level 3 | Total | |
Financial assets | ||||
Available- for- sale financial asset | 53,280 | - | - | 53,280 |
Other non-current financial assets | - | 5,413,807 | - | 5,413,807 |
Financial liabilities | ||||
Other financial liabilities | - | 26,397,448 | - | 26,397,448 |
31 March 2013
Level 1 | Level 2 | Level 3 | Total | |
Financial assets | ||||
Available- for- sale financial asset | 60,910 | - | - | 60,910 |
Financial liabilities | ||||
Other financial liabilities | - | 24,474,057 | - | 24,474,057 |
Measurement of fair value of financial instruments
The Group's finance team performs valuations of financial items for financial reporting purposes in consultation with third party valuation specialists for complex valuations. Valuation techniques are selected based on the characteristics of each instrument, with the overall objective of maximising the use of market-based information.
The valuation techniques used for instruments categorised in Level 2 are described below:
Other non-current financial assets (Level 2)
The estimated fair value of call and put options on WPG shares with non-controlling interests is categorised within Level 2 of the fair value hierarchy. The fair value estimate has been determined considering inputs that include other than quoted prices of similar assets/industry that are observable like interest rates, yield curves, implied volatilities and credit spreads.
Other financial liabilities (Level 2)
The estimated fair value of the put option on WPP shares with non-controlling interests is categorised within Level 2 of the fair value hierarchy. The fair value estimate has been determined from the perspective of market participants that holds similar instrument as assets at 31 March 2014. The fair value of €26,397,448 is estimated using a present value technique, by discounting the contractual cash flows using implied yields of a similar instrument of an entity with a similar standing and marketability. The most significant input being the discount rate that reflects the credit risk of counterparties.
11. Available-for-sale financial assets
31 March 2014 | 31 March 2013 | |
Beginning of the year | 60,910 | 65,607 |
Additions | - | 642,307 |
Redemption | - | (642,307) |
Exchange differences | (6,257) | (2,987) |
Unrealized losses transferred to equity | (1,373) | (1,710) |
End of the year | 53,280 | 60,910 |
Less: Non-current portion | - | - |
Current portion | 53,280 | 60,910 |
During the year ended 31 March 2014, dividend income aggregating to €695 (31 March 2013: €19,234) was earned on investment in units of mutual funds.
There are no impairment provisions on available-for-sale financial assets during the year. None of the financial assets is either past due or impaired. Available-for-sale financial assets include the following:
31 March 2014 | 31 March 2013 | |
Unlisted securities: | ||
- Units of open-ended mutual funds | 53,280 | 60,910 |
53,280 | 60,910 |
Available-for-sale financial assets are denominated in Indian rupees. The maximum exposure to credit risk at the reporting date is the fair value of the units of mutual funds classified as available-for-sale.
12. Trade and other receivables
| 31 March 2014 | 31 March 2013 |
Trade receivables | 31,739,484 | 11,938,925 |
Less: Provision for impairment of trade receivables | (242,189) | (287,604) |
Net trade receivables | 31,497,295 | 11,651,321 |
Other receivables | 16,665,083 | 32,250,973 |
Less: Provision for impairment of other receivables | (557,036) | (661,490) |
16,108,047 | 31,589,483 | |
Pre-payments | 709,755 | 560,020 |
Advance for expenses | 149,428 | 226,967 |
Sundry deposits | 346,592 | 654,717 |
Advance for purchase of equity | 4,609,369 | 2,484,004 |
Total trade and other receivables | 53,420,486 | 47,166,512 |
Less: Non-current portion | (5,325,292) | (4,385,988) |
Current portion | 48,095,194 | 42,780,524 |
Advance for purchase of equity represents interest free amounts paid under memorandum of understanding with various parties which have been identified as potential entities to be acquired in the future. These advances do not provide the Group with additional rights and are adjusted against the purchase consideration when the transaction is consummated else these amounts are refunded by the parties. Other receivables include advances against purchase of raw materials, advances for expenses, and other advance recoverable.
Borrowings of €Nil (31 March 2013: €1,616,842) are secured against inventory and trade receivables.
With the exception of the non-current portion of trade and other receivables all amounts are short-term and their carrying values are considered a reasonable approximation of fair values.
Trade receivables that are due for more than one month are considered past due. As at 31 March 2014, trade receivables of € 20,015,535 (31 March 2013: €5,315,514) were past due but not impaired. € 19,579 (31 March 2013: €169,919) relate to power tariff differences that are subject to judicial orders, and in the opinion of the management there is a reasonable certainty of realisation.
The ageing analysis of past due trade receivables as at the reporting date is as follows:
31 March 2014 | 31 March 2013 | |
1 to 6 months | 6,717,692 | 1,978,223 |
6 to 9 months | 4,371,564 | 382,250 |
9 to 12 months | 1,950,182 | 375,308 |
Beyond 12 months | 6,976,097 | 2,579,733 |
20,015,535 | 5,315,514 |
The carrying amounts of trade receivables are denominated in the following currencies:
31 March 2014 | 31 March 2013 | |
Indian rupee | 29,423,568 | 8,821,479 |
Euro | 2,073,727 | 2,829,842 |
31,497,295 | 11,651,321 |
Movements in provision for impairment of other receivables are as follows:
31 March 2014 | 31 March 2013 | |
Beginning of the year | 661,490 | - |
Provision for impairment of other receivables | - | 656,580 |
Advances written off during the year as uncollectible | - | - |
Exchange difference | (104,454) | 4,910 |
End of the year | 557,036 | 661,490 |
Movements in provision for impairment of trade receivables are as follows:
31 March 2014 | 31 March 2013 | |
Beginning of the year | 287,604 | 292,654 |
Exchange difference | (45,415) | (5,050) |
End of the year | 242,189 | 287,604 |
The creation and release of provisions for impaired receivables have been included in 'other operating expenses' in the profit or loss. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.
13. Inventories
31 March 2014 | 31 March 2013 | |
Stores and consumables | 2,047,822 | 2,825,354 |
Raw materials | 2,215,008 | 2,609,670 |
Emission reductions | 2,055,611 | 1,679,916 |
Renewable energy certificates | 516,518 | 220,822 |
6,834,959 | 7,335,762 |
Borrowings of €Nil (31 March 2013: €1,616,842) are secured against inventories and trade receivables. Cost of material consumed during the year aggregated to €3,698,149(31 March 2013: €5,072,020). There is no write down of inventories in the current or previous year.
14. Cash and cash equivalents
| 31 March 2014 | 31 March 2013 |
Cash on hand | 273,058 | 227,003 |
Cash at bank | 31,981,848 | 23,694,004 |
32,254,906 | 23,921,007 |
In addition to the above, the Group holds balances in deposit accounts with banks. These deposits are for various periods ranging from a week to five years and carry fixed rate of interest. Further, the Group can redeem these deposits with a short notice. Bank deposits aggregating to €11,445,520 (31 March 2013: €10,108,461) are restricted.
15. Assets and liabilities classified as held for sale
The assets and liabilities related to two biomass units viz. ISA Power Private Limited and Ecofren Power & Projects Private Limited have been presented as held for sale following the intention of the group's management to sell these entities in the near future. The management is evaluating various options to exit and is taking active steps to complete the disposal of these entities in the near future.
(a) Assets of disposal group classified as held for sale
| 31 March 2014 | 31 March 2013 |
Intangible assets | 100,618 | - |
Property, plant and equipment | 5,873,869 | - |
Inventories | 805,360 | - |
Other current assets | 4,444,058 | - |
11,223,905 | - |
(b) Liabilities of disposal group classified as held for sale
| 31 March 2014 | 31 March 2013 |
Borrowings | 1,820,596 | - |
Deferred tax liabilities | 682,718 | - |
Other liabilities | 102,904 | |
2,606,218 | - |
In accordance with IFRS 5, the assets and liabilities held for sale were written down to their fair value less costs to sell. This is a non-recurring fair value which has been measured using agreed prices with prospective buyer and is therefore falls in level 3 of the fair value hierarchy. The difference between carrying cost and fair value of €1,104,218, on classification of disposal group as 'held for sale', has been accounted under 'depreciation, amortization and impairment' in the statement of profit or loss.
16. Equity
16.1 Share capital
31 March 2014 | 31 March 2013 | |
Authorised capital | ||
- 300,000,000 (31 March 2013: 215,000,000) ordinary shares of €0.005 each | 1,500,000 | 1,075,000 |
Issued and fully paid | ||
- 150,661,606 (31 March 2013: 150,661,606) ordinary shares of €0.005 each | 753,308 | 753,308 |
16.2 Share-based payment reserve
During the year, the Company has granted 150,000 share options to Mr. Keith Henry, Chairman of the Board, at the nominal value of ordinary share. These share options will vest after a period of 2 years as per the terms approved by the Remuneration Committee. Share-based payment of €118,126 was recognised as an expense in the statement of profit or loss.
During 2013, pursuant to modification in the Long Term Management Incentive Plan (LTIP), the Company had allotted 6,798,924 new ordinary shares to ACMK Enterprises Limited at par value of €0.005 per share. The modified share-based payment was fair valued at €8,070,124 of which €4,035,062 was recognised as an expense in the statement of profit or loss and the balance allocated to interest cost eligible for capitalisation in line with the practise of allocation of costs to assets under construction. On allotment of shares, the balance in share-based payment reserve had been transferred to share premium.
16.3 Issuance of Preference Shares
In November 2009, Global Environment Emerging Markets Fund III L.P. subscribed €30,943,314 for 36,369,551 Preference Shares ("PS") in Greenko Mauritius ("GM"), through its wholly owned subsidiary GEEMF III GK Holdings MU, ("GEEMF") representing 29.99% of the issued share capital of GM at completion, which was reduced to 14.09% on further issue of equity shares to the Company and other investors. PS will be redeemable in the event of a sale or delisting but not eligible for interest payments or any right to a fixed dividend. They will also be convertible into ordinary shares in GM at the option of GEEMF.
Preference shareholders have the option in certain circumstances to swap their redeemable preference shares for, in aggregate, 29,124,371 new ordinary shares of the Company pursuant to the put option that was entered into with the Company. The put option is exercisable between 1 January 2013 and 30 June 2017 or on happening of a triggering event including sale or listing of Greenko Energies Private Limited ("GEPL"). In addition, under certain circumstances, the preference shareholders are also entitled to a variable number of shares that provided for certain minimum returns on occurrence of a default event.
During the year, the pre-conversion lock-in period and the period for calculating the required return, have been extended and accordingly put option is exercisable between 01 July 2015 and 30 June 2017. GEEMF's affirmative rights on management reserved matters and shareholder reserved matters are also extended along with its existing right to appoint two directors to the GM board. Further as a result of this amendment, the warrant instrument held by GEEMF to subscribe to additional shares was terminated.
Pursuant to the terms of amendment, the preference shareholder has the right to exchange PS, subject to final adjustment, for a minimum of 29,124,371 ordinary shares of the Company, anytime between 1 July 2015 and 30 June 2017 and under certain specified circumstances at a period earlier than 1 July 2015. The conversion shall happen at such prices which would provide preference shareholder with certain protective returns as per the terms of the agreements.
16.4 Issuance of 'A Exchangeable Shares' in GM
During May 2013, Government of Singapore Investment Corporation Pte Limited ("GIC") through its affiliate Cambourne Investments Private Limited ("CIPL"), subscribed £100,000,000 to 74,074,074 "A Exchangeable Shares" ("AES") in GM. CIPL has the right to exchange AES for ordinary shares of the Company on a one for one basis. Pursuant to the terms of adjustment deed, CIPL has the right, subject to final adjustment, for a minimum of 44,861,538 ordinary shares of the Company, anytime between 1 July 2015 and 30 June 2017 and under certain specified circumstances at a period earlier than 1 July 2015. The conversion shall happen at such prices which would provide AES with certain protective returns as per the terms of the agreements.
If CIPL does not exercise this right, the AES shall be automatically exchanged at the expiry of the Exchange Period 01 July 2017. However, the shareholding of CIPL in the Company, including any shares already held, shall not exceed 29.99% and the remaining AES, if any, shall remain at the GM.
Based on the underlying character of these agreements, the management has viewed these as a single, linked transaction. The conversion feature has been accounted as an embedded derivative which is accounted at fair value at inception and the AES has been classified as equity representing the difference between the total amount received and the fair value of the embedded derivative.
16.5 Other reserves - government grants
Government of India ("GoI") has been providing cash grants to grid-interactive power generation projects based on renewable energy sources. The quantum of cash grant is linked to the power generation capacity of the project. In respect of projects which are financed by a financial institution, the request for the cash grant has to be placed by the financial institution. The financial institution directly receives the cash grant from GoI towards reduction of loan.
17. Trade and other payables
31 March 2014 | 31 March 2013 | |
Trade payables | 1,411,235 | 837,799 |
Capital creditors | 26,093,308 | 8,436,822 |
Other payables | 4,601,951 | 8,810,173 |
Cost of acquisition payable | 3,317,611 | 14,131,463 |
Issue expenses payable | 165,084 | 50,537 |
Total | 35,589,189 | 32,266,794 |
Less: Non-current portion - Trade and other payables | 2,498,844 | 2,064,903 |
Current portion - Trade and other payables | 33,090,345 | 30,201,891 |
Other payables include accruals for expenses, statutory liabilities and other liabilities. All amounts are short term and the carrying values of trade and other payables are considered a reasonable approximation of fair value.
18. Borrowings
31 March 2014 | 31 March 2013 | |
Non-current - Financial liabilities measured at amortised cost | ||
Bank borrowings | 128,391,166 | 83,799,762 |
Term loans from financial institutions and others | 149,715,579 | 143,089,686 |
Equipment and vehicle loans | 58,593 | 66,953 |
Interest accrued but not due | - | 2,855,707 |
278,165,338 | 229,812,108 | |
Current - Financial liabilities measured at amortised cost | ||
Bank borrowings | 7,504,959 | 8,180,921 |
Term loans from financial institutions and others | 55,937,186 | 6,966,069 |
Equipment and vehicle loans | 75,178 | 91,903 |
Interest accrued but not due | 8,627,503 | 2,812,207 |
72,144,826 | 18,051,100 | |
Total borrowings | 350,310,164 | 247,863,208 |
18.1. Bank borrowings mature over 2014 to 2029 and bear floating rates of interest. The fair value of bank borrowings approximates their carrying value as these borrowings carry a floating rate of interest.
18.2. Total borrowings are secured against first charge by way of hypothecation of all immovable properties including plant and machinery and all other movable properties both present and future, and mortgage of land and buildings both present and future, personal guarantees of directors and pledge of shares. Working capital loans are secured by inventory and trade receivables. Additionally, the borrowings are also secured by a lien on bank deposits amounting to € 10,030,862 (31 March 2013: €9,613,455).
18.3. The maturity profile of the Group's borrowings at the reporting dates is as follows:
31 March 2014 | 31 March 2013 | |
1 year or less, or on demand | 72,144,826 | 18,051,100 |
1 to 2 years | 22,301,394 | 72,866,004 |
2 to 5 years | 89,478,267 | 72,609,159 |
Over 5 years | 166,385,677 | 84,336,945 |
350,310,164 | 247,863,208 |
18.4. The carrying amounts and fair value of the borrowings are as follows:
31 March 2014 | 31 March 2013 | ||||
Carrying amount | Fair value | Carrying amount | Fair value | ||
Bank borrowings | 135,896,125 | 135,896,125 | 91,980,683 | 91,980,683 | |
Loans from financial institutions and others | 205,652,765 | 205,652,765 | 150,055,755 | 150,055,755 | |
Equipment and vehicle loans | 133,771 | 133,771 | 158,856 | 158,856 |
18.5. The carrying amounts of the Group's borrowings are denominated in the following currencies:
31 March 2014 | 31 March 2013 | |
Indian rupee | 293,426,271 | 191,302,211 |
US dollar | 56,883,893 | 56,560,997 |
350,310,164 | 247,863,208 |
18.6. During 2012, GM signed a loan agreement for $ 70 million (€54.62 million) with Standard Chartered Private Equity (Mauritius) III Limited ("StanChart"). The loan amount is divided into two facilities viz. Facility A for $31.5 million (€24.58 million) and Facility B for $38.5 million (€30.04 million). In Facility B, StanChart has an option but not obligation to convert the loan amount along with agreed internal rate of return (IRR) on the investment, either in full or in part, into equity shares of the Company or Greenko Energies Private Limited (GEPL) in case of its qualifying initial public offer (IPO), or any subsidiaries of GEPL in case of such subsidiaries' qualifying IPO. At the end of the third year, all unconverted loan amount shall be redeemed at a valuation which would deliver the agreed IRR to StanChart. The IRR is contingent upon future events. Further, interest is payable semi-annually on both the facilities. The facility is secured by pledge of 130 million equity shares of GM held by the Company.
18.7. GE Equity International Mauritius ("GE") has invested $50 million in the wind holding company of the Group. GE purchased 100% interest in Wind Power Projects (Mauritius) Limited ("WPP") from GM for a consideration of $25.56 million (€19.13 million) during March 2012. In February 2013, the Group sold a 100 percent interest in Wind Power Generations (Mauritius) Limited ("WPG") to GE for a consideration of $24.42 million (€18.05 million). GE has certain preferential rights as to payment of dividends and on liquidation over the Group. The Company has an option to call on the WPG shares held by GE in WPG between February 2016 to February 2017 while GE has an option to put any of the WPP and WPG shares to the Company between February 2017 to February 2018 or on the occurrence of certain events as mentioned in the agreements. The options should be exercised at such prices which would provide GE with certain protective returns as per the terms of the agreements.
Based on the underlying character of the instruments, the Group has classified the arrangement as an equity transaction and the effective ownership interest of the GE in Greenko Wind is 20.76 per cent (31 March 2013: 43.40 per cent) as at 31 March 2014. The mandatory dividends on preference shares have been recognized as a liability valued at €4,803,703 (31 March 2013: €4,834,308) as at 31 March 2014. The options have been valued in accordance with the accounting policy (note 2.9).
19. Deferred income tax liabilities
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and current tax liabilities from the same taxation authority. The offset amounts are as follows:
31 March 2014 | 31 March 2013 | |
Deferred income tax liabilities | ||
- to be recovered after more than 12 months | 34,036,363 | 35,470,245 |
- to be recovered within 12 months | - | - |
34,036,363 | 35,470,245 |
The movement in deferred income tax liabilities during the year is as follows:
Tangible assets | Intangible assets | Others | Total | |
At 31 March 2012 | 6,638,210 | 15,846,449 | 30,982 | 22,515,641 |
Recognised in profit or loss | 869,304 | (470,049) | (8,484) | 390,771 |
Acquisition of subsidiary | 2,107,878 | 10,915,109 | - | 13,022,987 |
Disposal | - | (8,667) | 3,376 | (5,291) |
Exchange difference | (144,419) | (308,849) | (595) | (453,863) |
At 31 March 2013 | 9,470,973 | 25,973,993 | 25,279 | 35,470,245 |
Recognised in profit or loss | (808,602) | (408,262) | (9,409) | (1,226,273) |
Acquisition of subsidiary | - | 3,873,025 | - | 3,873,025 |
Assets held for sale | (672,678) | (10,040) | - | (682,718) |
Exchange difference | 129,332 | (3,542,145) | 14,897 | (3,397,916) |
At 31 March 2014 | 8,119,025 | 25,886,571 | 30,767 | 34,036,363 |
Deferred income tax assets are recognised for tax loss carry forwards to the extent that the realisation of the related tax benefit through the future taxable profits is probable.
The Company is subject to Isle of Man corporate tax at the standard rate of zero percent. Further, dividends are not taxable in India in the hands of the recipient. However, the Indian subsidiaries will be subject to a 'dividend distribution tax' currently at the rate of 15% (plus applicable surcharge and education cess) on the total amount distributed as dividend. As at 31 March 2014 and 31 March 2013, there was no recognised deferred tax liability for taxes that would be payable on the unremitted earnings of certain of the Group's subsidiaries, the Group has determined that undistributed profits of its subsidiaries will not be distributed in the foreseeable future as the Group earnings will continue to be full re-invested to finance the on-going growth of the Group.
20. Revenue
31 March 2014 | 31 March 2013 | |
Sale of power | 51,424,912 | 34,409,745 |
Sale of emission reductions | - | 2,352,823 |
Sale of renewable energy certificates | 653,005 | 1,582,829 |
Generation based incentive | 932,904 | - |
53,010,821 | 38,345,397 |
21. Other operating income includes profit on disposal of a subsidiary amounting to €Nil (31March 2013: € 1,154,647).
22. Retirement benefit obligations
31 March 2014 | 31 March 2013 | |
Statement of financial position obligation for | ||
Gratuity | 209,747 | 227,091 |
Compensated absences | 146,046 | 144,655 |
355,793 | 371,746 | |
Expense recognised in the profit or loss | ||
Gratuity | 20,287 | 75,733 |
Compensated absences | 21,331 | 52,152 |
41,618 | 127,885 |
The principal actuarial assumptions used were as follows:
31 March 2014 | 31 March 2013 | |
Discount rate | 8.70% | 8.06% |
Future salary increases | 7% | 7% |
Return on plan assets | 8% | 9% |
Retirement age | 60 years | 60 years |
The Group makes annual contributions under a group gratuity plan to Life Insurance Corporation of India ("LIC") of an amount advised by LIC. The Group is not informed by LIC of the investments made by the LIC or the break-down of plan assets by type of investments. The expected rate of return on plan assets is based on the expectation of the average long-term rate of return expected on the insurer managed funds during the estimated term of the obligation. The Group expects to contribute €18,001 towards the gratuity plan in the year ended 31 March 2015.
23. Employee benefit expense
31 March 2014 | 31 March 2013 | |
Salaries and wages | 3,470,609 | 3,437,599 |
Value of employee services (note 16.2) | 118,126 | 4,035,062 |
Employee welfare expenses | 288,106 | 326,635 |
Retirement benefits-defined contribution plans | 153,736 | 174,530 |
Retirement benefits-defined benefit plans (note 22) | 20,287 | 75,733 |
Compensated absences (note 22) | 21,331 | 52,152 |
4,072,195 | 8,101,711 |
24. Other operating expenses include directors' fee of €286,698 (31 March 2013: €193,202) and auditor's remuneration of €140,000 (31 March 2013: €120,000).
25. Finance income and costs
31 March 2014 | 31 March 2013 | |
Finance income | ||
Foreign exchange gain | 3,845,414 | 2,462,725 |
Interest on bank deposits and others | 898,041 | 1,102,144 |
Dividend from units of mutual funds | 695 | 19,234 |
4,744,150 | 3,584,103 | |
Finance cost | ||
Interest on borrowings | 16,867,232 | 13,858,590 |
Bank charges | 1,840,920 | 1,484,544 |
18,708,152 | 15,343,134 | |
Net finance costs | (13,964,002) | (11,759,031) |
26. Income tax expense
31 March 2014 | 31 March 2013 | |
Current tax | 2,938,693 | 1,553,360 |
Deferred tax (note 19) | 1,226,273 | 390,771 |
4,164,966 | 1,944,131 |
The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the Company as follows:
31 March 2014 | 31 March 2013 | |
Profit before income tax | 13,486,007 | 7,959,571 |
Domestic tax rate for Greenko Group plc | 0% | 0% |
Expected tax expense | - | - |
Adjustment for tax differences in foreign jurisdictions | 4,164,966 | 1,944,131 |
Tax charge | 4,164,966 | 1,944,131 |
The tax rates used in computing the weighted average tax rate is the substantively enacted tax rate. In respect of the Indian entities this was 32.45% (31 March 2013: 32.45%).
The Indian subsidiaries of the Group engaged in power generation currently benefit from a tax holiday from the standard Indian corporate taxation for the years ended 31 March 2013 and 2014. The tax holiday period under the Indian Income Tax Act is for 10 consecutive tax assessment years out of a total of 15 consecutive tax assessment years from the tax assessment year in which commercial operations commenced. However, these companies are still liable for Minimum Alternate Tax which is calculated on the book profits of the relevant entity and is currently at a rate of 20.01% (31 March 2013: 20.01%).
27. Earnings per share
a) Basic
Basic earnings per share, is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.
31 March 2014 | 31 March 2013 | |
Profit attributable to equity holders of the Company | 6,776,211 | 4,353,259 |
Weighted average number of ordinary shares in issue | 150,661,606 | 148,286,819 |
Basic earnings per share (in cents) | 4.50 | 2.94 |
b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.
31 March 2014 | 31 March 2013 | |
Profit attributable to equity holders of the Company | 6,776,211 | 4,353,259 |
Increase in non-controlling interests share of Group profit | 1,401,404 | - |
Total profit attributable to equity holders of the Company | 8,177,615 | 4,353,259 |
Reconciliation of number of shares | ||
Weighted average number of equity shares | ||
-For basic earnings per equity share | 150,661,606 | 148,286,819 |
Add: Shares deemed to be issued against swap option issued to PS holders | 9,671,795 | 6,516,654 |
Add: Adjustment for assumed conversion of AES | 40,559,747 | - |
Add: Stock option to be exercised | 149,995 | - |
-For diluted earnings per equity share | 201,043,143 | 154,803,473 |
Diluted earnings per share (in cents) | 4.07 | 2.81 |
28. Commitments and contingencies
a) GEPL and Roshni Powertech Private Limited operate biomass power plants located in the State of Andhra Pradesh, India. These entities through the Biomass Energy Developers Association have challenged the order of Andhra Pradesh Electricity Regulatory Commission ("APERC") effecting a downward revision in billing rates. The Supreme Court of India has upheld the original billing mechanism as binding on the customer and has remanded the case back to APERC to determine the final tariff per unit. Since APERC could not issue an executable order, in an interim order the Appellate Tribunal for Electricity (Appellate Tribunal) has directed for payment of provisional amounts to the energy producers. Thereafter, in 2012-13, Appellate Tribunal passed orders refixing certain parameters and directing APERC to re-determine the tariff payable since April 2010. These orders are challenged before Supreme Court and the cases are pending.
During the year, APERC has issued the final tariff along with interest vide orders dated 22 June 2013 and 6 August 2013. In this regard, the Distribution Companies approached the Supreme Court of India expressing their inability to make the payment in respect to which the Supreme Court of India directed the Distribution Companies to make payment of 50% of the tariff outstanding which was received and in regard to balance payment, orders are awaited from Supreme Court of India.
b) Few of the Group's power generating units in India have income tax disputes with the tax authorities. The Group has appealed against the orders of the income tax officer/authority at appropriate levels. The Group has been successful in obtaining favourable orders in few cases. The tax authorities have appealed against these orders. Based on assessment of these claims, the management is confident of ultimate favourable outcome.
c) In December 2010, Sai Spurthi Power Private Limited (SSPPL), an entity acquired by the Group in March 2010, received a letter from Punjab National Bank informing SSPPL that three corporate guarantees aggregating to €9,065,150 were given by SSPPL in respect of loans availed by Sagar Power (Neerukatte) Limited, a company promoted and owned by erstwhile management of SSPPL. On verification of records and discussions with the erstwhile management, the management believes that only one corporate guarantee of €850,085 was provided to the bank. The management is confident that the contingent liability of SSPPL under the corporate guarantees issued will not exceed €850,085. Further, as per the terms of share purchase agreement with the promoters/erstwhile seller-shareholders of SSPPL, the promoters/erstwhile seller-shareholders of SSPPL are required to have the corporate guarantee(s) released without any liability to SSPPL or the Group.
During 2012-13, SSPL received a communication from IREDA informing that SSPL had given a corporate guarantee of €1,453,136 for the credit facilities availed by M/s. Bhadragiri Power Private Limited. On verification of records and discussions with the erstwhile Managing Director, SSPL came to an opinion that the said Corporate Guarantee was not executed on behalf of SSPL and hence SSPL is not responsible for any liability under those documents. This is a matter of dispute which needs to be finally settled. The promoters/erstwhile seller-shareholders are responsible and obligated to the Group to settle this.
d) Him Kailash Hydro Power Private Limited (HKHPPL) has given corporate guarantee in respect of a term loan of €1,755,873 sanctioned to Madhava Vasistha Hydro Power Private Limited, a company owned by erstwhile owners of HKHPPL. Pursuant to the terms of share purchase agreement with erstwhile owners of HKHPPL, erstwhile owners of HKHPPL are required to get the corporate guarantee released without any liability to HKHPPL or the Group
e) Capital commitments
Capital expenditure contracted for at 31 March 2014 but not yet incurred aggregated to €71,472,001 (31 March 2013: €99,502,621).
f) The Group has entered a share purchase agreement with Lanco Hydro Power Limited to acquire 100% stake of its subsidiary viz., Lanco Budhil Hydro Power Private Limited with a 70 MW operating capacity. The purchase consideration for the said acquisition will be €67.8 million (equivalent of INR 5,600 millions) as reduced by the liabilities on the date of acquisition. Further the Group also agreed to pay an additional consideration on fulfilment of certain terms and conditions of the share purchase agreement.
29. Business combinations
29.1 Acquisitions of business during the year ended 31 March 2014
During the year ended 31 March 2014, the Group acquired the following companies to enhance the generating capacity of the Group from clean energy assets. Details of these acquisitions are set out below:
Effective Date of acquisition | Percentage acquired | |
Harsar Hydro Projects Private Limited (HHPPL) | 1 July 2013 | 100.00% |
Bharmour Hydro Projects Private Limited (BHPPL) | 1 July 2013 | 100.00% |
HHPPL and BHPPL hold licenses to develop 75MW and 40MW of hydel projects in the state of Himachal Pradesh, India respectively. These projects had obtained significant approvals to implement the projects and these projects were under various stages of development at the date of acquisition. These projects are hereinafter collectively referred as 'Himachal Projects'.
Generally, the total gestation period, starting from obtaining a licence till commencement of commercial operations, for these types of hydro power projects is four to five years. Hence, the projects have significant value embedded in them, which is generally not reflected in the books of account, and captured in the fair value of licences. The excess of the Group's interest in the fair value of an acquiree's assets and liabilities over cost resulting from the time value which the Group gained, the value in readiness for implementation and the negotiating skills of the Group.
Details of net assets acquired are as follows:
Himachal Projects | |
Purchase consideration: | |
- Cash paid | 5,332,333 |
- Amounts paid as advance in earlier year | 500,028 |
Total Purchase consideration | 5,832,361 |
Fair value of net asset acquired | 8,089,626 |
Excess of Group's interest in fair value of acquirees' assets and liabilities | (2,257,265) |
Fair value of the acquiree's assets and liabilities arising from the acquisition are as follows:
Himachal Projects | |
Property, plant and equipment | 291 |
Work in progress | 1,182,771 |
Licence | 11,937,200 |
Trade and other receivables | 1,286 |
Cash and cash equivalents | 28,949 |
Trade and other payables | (1,187,846) |
Deferred income tax liabilities | (3,873,025) |
Net assets | 8,089,626 |
Purchase consideration settled in cash | 5,332,333 |
Cash and cash equivalents | (28,949) |
Cash outflow on acquisition | 5,303,384 |
Since the above companies were in the construction phase, they did not generate revenue and profits for the Group for the year ended 31 March 2014.
29.2 Acquisitions of business during the year ended 31 March 2013
During the year ended 31 March 2013, the Group acquired the following companies to enhance the capacity of the Group from clean energy assets. Details of these acquisitions are set out below:
Date of acquisition | Percentage acquired | |
AT Hydro Private Limited (ATHPL) | 1 April 2012 | 100% |
Cimaron Constructions Private Limited (CCPL) | 1 April 2012 | 100% |
Tarela Power Limited (TPL) | 1 April 2012 | 100% |
Tejassarnika Hydro Energies Private Limited (THEPL) | 1 April 2012 | 100% |
Him Kailash Hydro Power Private Limited (HKHPPL) | 1 April 2012 | 100% |
Sri Sai Krishna Hydro Energies Private Limited (SSKHEPL) | 1 April 2012 | 100% |
Anubhav Hydel Power Private Limited (AHPPL) | 1 April 2012 | 100% |
Kumaradhara Power Private Limited (KPPL) | 21 April 2012 | 100% |
Rangaraju Warehousing Private Limited (RWPL) | 1 April 2012 | 100% |
Rapum Hydro Power Private Limited (RHPPL) | 30 March 2013 | 100% |
Kangtangshiri Hydro Power Private Limited (KHPPL) | 30 March 2013 | 100% |
Mechuka Hydro Power Private Limited (MHPPL) | 30 March 2013 | 100% |
Rego Hydro Project (RHP) | 30 March 2013 | 100% |
RHPPL, KHPPL, MHPPL and RHP collectively hold licenses to develop 320 MW of hydel projects in the state of Arunachal Pradesh. These projects had obtained significant approvals to implement the projects and these projects were under various stages of development at the date of acquisition. These projects are hereinafter collectively referred as 'Arunachal Projects.
The Group has acquired 100% of the equity in ATHPL, CCPL, TPL, THEPL, HKHPPL, SSKHEPL and AHPPL which has operating hydel power projects of 5MW, 5MW, 5MW, 12MW, 5MW, 10MW and 5 MW respectively in the State of Himachal Pradesh, India.
By virtue of the Group acquiring of SSKHEPL and HKHPPL which have a combined shareholding of 53.7% in RWPL, RWPL became a subsidiary of the Company. It has an operating hydel power project of 14MW in the State of Himachal Pradesh, India and the balance of 46.3% is shown as non-controlling interests. Subsequently during the year the Group acquired the 46.3% non-controlling interest. Excess of consideration over the fair value of non controlling interests is recognised in equity under other reserves.
Goodwill is primarily related to expected future profitability, the substantial skill and expertise of the workforce and expected cost synergies. Goodwill is not expected to be deductible for tax purposes.
The Group has also acquired 100% equity in KPPL which has a 24MW hydel power project under development in the state of Karanataka, India. The implementation of the project was in progress at the time of acquisition.
Generally, the total gestation period, starting from obtaining a licence till commencement of commercial operations, for these types of hydro power projects is four to five years. Hence, the projects have significant value embedded in them, which is generally not reflected in the books of account, and captured in the fair value of licences and power purchase agreements. The excess of the Group's interest in the fair value of an acquiree's assets and liabilities over cost resulting from the time value which the Group gained, the value in readiness for implementation and the negotiating skills of the Group.
Details of net assets acquired and goodwill are as follows:
ATHPL | CCPL | TPL | THEPL | HKHPPL | SSKHEPL | AHPPL | KPPL | Arunachal Projects | Total | |
Purchase consideration: | ||||||||||
- Cash paid | 1,311,074 | 1,319,372 | 1,537,385 | 4,964,806 | 3,186,001 | 3,247,732 | 2,305,385 | 131,694 | 7,090,486 | 25,093,935 |
- Amounts paid as advance in earlier year | 1,347,851 | 777,649 | 543,966 | 605,282 | 169,740 | - | - | 316,067 | 4,062,922 | 7,823,477 |
- Amounts payable | 589,897 | 1,611,097 | 906,349 | 2,160,542 | 739,060 | 4,246,220 | 1,130,041 | 285,338 | 740,581 | 12,409,125 |
- Fair Value of Investment in RWPL | - | - | - | - | (1,053,311) | (1,246,497) | - | - | - | (2,299,808) |
Total Purchase consideration | 3,248,822 | 3,708,118 | 2,987,700 | 7,730,630 | 3,041,490 | 6,247,455 | 3,435,426 | 733,099 | 11,893,989 | 43,026,729 |
Fair value of net asset acquired | 2,795,683 | 2,875,606 | 2,350,488 | 5,762,087 | 3,297,438 | 5,447,805 | 3,055,301 | 939,356 | 18,906,118 | 45,429,882 |
Goodwill | 453,139 | 832,512 | 637,212 | 1,968,543 | - | 799,650 | 380,125 | - | - | 5,071,181 |
Excess of Group's interest in fair value of acquirees' assets and liabilities | - | - | - | - | (255,948) |
| - | (206,257) | (7,012,129) | (7,474,334) |
Fair value of the acquiree's assets and liabilities arising from the acquisition were as follows:
ATHPL | CCPL | TPL | THEPL | HKHPPL | SSKHEPL | RWPL | AHPPL | KPPL | Arunachal Projects | Total | |
Property, plant and equipment | 6,082,668 | 5,387,968 | 6,382,117 | 12,104,272 | 4,597,278 | 12,038,964 | 15,376,657 | 7,606,719 | - | 37,224 | 69,613,867 |
Work in progress | - | - | - | - | - | - | - | - | 769,387 | 2,691,802 | 3,461,189 |
Licence | 512,145 | 512,145 | 512,145 | 1,229,148 | 512,145 | 1,024,290 | 1,229,148 | 512,145 | 1,229,148 | 27,947,945 | 35,220,404 |
Electricity PPA | 58,531 | 43,898 | 29,265 | 351,185 | 29,265 | 73,164 | 219,491 | - | - | - | 804,799 |
Inventories | 649 | 1,190 | - | - | - | 20,403 | - | 3,737 | - | - | 25,979 |
Trade and other receivables | 1,028,616 | 2,198,900 | 1,065,159 | 4,278,751 | 2,329,995 | 839,822 | 810,754 | 170,681 | - | 353,196 | 13,075,874 |
Cash and cash equivalents | 84,155 | 10,301 | 224,640 | 112,408 | 80,216 | 47,416 | 93,944 | 43,466 | 4,775 | 13,301 | 714,622 |
Borrowings | (3,724,729) | (4,167,076) | (4,389,816) | (9,730,758) | (2,400,695) | (7,023,705) | (8,779,631) | (4,389,816) | - | (1,306,155) | (45,912,381) |
Trade and other payables | (861,840) | (791,090) | (1,318,990) | (2,197,459) | (1,200,322) | (608,133) | (4,299,630) | (562,919) | (665,157) | (1,763,485) | (14,269,025) |
Deferred income tax liabilities | (384,512) | (320,630) | (154,032) | (385,460) | (650,444) | (964,416) | (368,274) | (328,712) | (398,797) | (9,067,710) | (13,022,987) |
Net assets | 2,795,683 | 2,875,606 | 2,350,488 | 5,762,087 | 3,297,438 | 5,447,805 | 4,282,459 | 3,055,301 | 939,356 | 18,906,118 | 49,712,341 |
Non-Controlling interests | - | - | - | - | - | (1,982,651) | - | - | - | (1,982,651) | |
Net assets acquired | 2,795,683 | 2,875,606 | 2,350,488 | 5,762,087 | 3,297,438 | 5,447,805 | 2,299,808 | 3,055,301 | 939,356 | 18,906,118 | 47,729,690 |
Purchase consideration settled in cash (Net of advances) | 1,311,074 | 1,319,372 | 1,537,385 | 4,964,806 | 3,186,001 | 3,247,732 | - | 2,305,385 | 131,694 | 7,090,486 | 25,093,935 |
Cash and cash equivalents | (84,155) | (10,301) | (224,640) | (112,408) | (80,216) | (47,416) | (93,944) | (43,466) | (4,775) | (13,301) | (714,622) |
Cash outflow on acquisition | 1,226,919 | 1,309,071 | 1,312,745 | 4,852,398 | 3,105,785 | 3,200,316 | (93,944) | 2,261,919 | 126,919 | 7,077,185 | 24,379,313 |
Details of net profit contributed by the acquired entities for the period commencing from acquisition date to the reporting date:
Net profit/(loss) | |
ATHPL | 243,855 |
CCPL | 390,174 |
TPL | 308,163 |
THEPL | (42,446) |
HKHPPL | 205,922 |
SSKHEPL | 109,968 |
AHPPL | (33,022) |
KPPL | (1,949) |
RWPL | (623,892) |
RHPPL* | - |
KHPPL* | - |
MHPPL* | - |
556,773 | |
*Since the companies were in the construction phase, they did not generate revenue and profits for the Group for the year ended 31 March 2013. |
30. Related-party transactions
The Group is not controlled by any single individual or group or entity. GIC and GEEMF with their substantial shareholding in Greenko Mauritius and certain management reserved rights have significant influence over the Group. Further, ACMK Enterprises Limited, in which Anil Kumar Chalamalasetty and Mahesh Kolli have a beneficial interest, holds 14.37% in the Company.
The following transactions were carried out with related parties:
a. Key management compensation
31 March 2014 | 31 March 2013 | |
Short-term employee benefits | ||
Anil Kumar Chalamalasetty | 231,000 | 231,000 |
Mahesh Kolli | 231,000 | 231,000 |
Keith Nicholas Henry | 96,620 | 26,535 |
John Rennocks | 48,310 | - |
Harish Chandra Prasad Y | - | 45,000 |
Vivek Tandon | 45,166 | 40,000 |
Hari Kiran Vadlamani | 48,301 | 40,000 |
Narsimharamulu Pantam | - | 1,667 |
Vinodka Murria | 48,301 | 40,000 |
Vasudeva Rao Kaipa | 100,000 | 100,000 |
Bonus to Executive Directors (refer 30 b) | 240,000 | 240,000 |
Total short-term employee benefits | 1,088,698 | 995,202 |
Share-based payments | ||
Keith Nicholas Henry | 118,126 | - |
ACMK Enterprises Limited | - | 8,070,124 |
Total remuneration | 1,206,824 | 9,065,326 |
b. The management has provided towards the performance bonus of €240,000 (31 March 2013: €240,000) for the year. The balance payable as at year-end is €480,000 (31 March 2013: €240,000).
c. Anil Kumar Chalamalasetty and Mahesh Kolli have given personal guarantees in respect of loans availed by subsidiaries of the Group.
d. During the year, Kukke Hydel Projects Private Limited, a subsidiary of the group, had borrowed an interest free unsecured loan of €605,473 (31 March 2013: Nil) from Venture Finance & Development Corporation Limited, a company in which Hari Kiran Vadlamani, director of the Company is interested. The balance payable as at year-end is €605,473 (31 March 2013: Nil).
31. Segment reporting
The Group has adopted the "management approach" in identifying the operating segments as outlined in IFRS 8. The Group operations predominantly relate to generation and sale of electricity. The chief operating decision maker evaluates the Group performance and allocates resources based on an analysis of various performance indicators at operational unit level. Accordingly there is only a single operating segment "generation and sale of electricity and related emission reductions". Consequently no segment disclosures of the Group are presented.
The Group has majority of its assets and liabilities, located within India, and earn its revenues from customers located in India, except €Nil (31 March 2013: €2,344,903) representing revenue from sale of ERs to customers located outside India.
Revenues from four major customers relating to power generating activities represent €34,217,511 (31 March 2013: €25,726,495) of the total revenue.
32. Events after the reporting date
Post year end, the Group has commissioned 100 MW of new wind assets.
Related Shares:
GKO.L