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Notes to Accounts of Orient Green Power Company Ltd.

Mar 31, 2015

1 Corporate Information

Orient Green Power Company Limited (OGPCL) was incorporated in the year 2006 to carry on the business of investment, ownership and operation in renewable energy areas like biomass power, mini hydel, wind power, biogas power and biofuels.

(ii) Terms and Rights attached to Equity Shares

a) The Company has only one class of equity shares having a par value of Rs.10 each. Each shareholder of equity shares is entitled to one vote per share. Dividend proposed by the Board of Directors, if any, is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. Dividend amounts, if any, will be paid in Indian Rupees.

b) Repayment of capital will be in proportion to the number of equity shares held.

(v) Increase in Authorised Share Capital

During the current year ended 31 March 2015, the Company has increased its Authorised Share Capital from Rs.6,000,000,000 to Rs.8,000,000,000 pursuant to the approval by the Shareholders at their meeting held on 12 August 2014.

Note:

(i) The balance of capital reserve as at 31 March, 2015 represents subsidy granted by the Ministry of New and Renewable Energy (MNRE), Government of India, for two of the Bio Mass projects of the Company. The subsidy amounts were paid by way of adjustment to the loan obtained by the Company from banks for funding these projects. As per the terms of the subsidy, in case the project is not in operation or the project is abandoned for any reason whatsoever and if the banks enforce the security and file application for recovery of their dues, the above subsidy amount shall be refunded.

Notes:

(i) Tamil Nadu Tax on Consumption & Sale of Electricity Act 2003 requires the companies to pay Electricity tax at the specified rates in respect of all the third party sales made. Such levy under the Act has been represented by the Indian Biomass Association to the concerned authorities for waiver and the Company has also filed a petition before the Honourable Supreme Court of India disputing the levy. Pending the decision, a liability of Rs.41,435,837 is carried as at 31 March, 2015 (31 March, 2014 : Rs.29,278,213) on grounds of prudence in respect of third party sales and included as part of statutory remittances payable.

(ii) As at 31 March, 2015 and 31 March, 2014, there are no amount due and payable to Investor Education and Protection fu nd.

(iii) As at 31 March, 2014, the Company had received an amount of Rs.19,899,332 as advance towards the proposed sale of shares held by the Company in two of its subsidiaries namely, Shriram Powergen Private Limited and Shriram Non Conventional Energy Private Limited. During the current year, the Company has sold the shares in respect of the above amounts received.

Notes

(i) There were defaults during the year to the extent of Rs.293,909,702 in respect of principal and interest repayments. Out of the same, an amount of Rs.213,958,569 has been paid by the Company during the year and the balance amount of Rs.79,951,133 of principal and interest is outstanding as at 31 March 2015. Subsequent to the Balance Sheet date, the Company has repaid an amount of Rs.36,540,814 (Previous Year Rs.1 5,782,025).

(ii) During the current year ended 31 March 2015, the Company had obtained reschedulement for repayment of loans borrowed from State Bank of India and the disclosure of the above amounts as at 31 March 2015 have been made duly considering the rescheduled terms.

(i) All the above assets are owned by the Company. Also Refer Notes (ii) and (iii) below.

(ii) The Kolhapur plant in Maharashtra, is operated by the Company based on an arrangement with the party As per the terms of the arrangement, the Company has constructed the plant on the land provided on lease by the party for which the Company is liable to pay nominal rental of Rs.1 per month and the Company will own and operate the plant for a period of 13 years after which the plant will be transferred to the party. Details of such assets pertaining to the Kohlapur Plant as at 31 March 2015 and 31 March 2014 are given below. Also Refer Note 31.

# Includes 35,674,285 shares gifted by Orient Green Power Pte. Singapore.

% Covered by a non disposal undertaking given to banks.

$ Shares have been pledged with a lender, for loans obtained by the subsidiaries.

* 7,885,185 shares have been pledged with the lender for loans obtained by the subsidiary.

& These subsidiaries are wholly owned subsidiaries of the Company.

^ During the current year the Company has been converted into private limited company under Companies Act, 2013.

! Voluntary winding up proceedings have been initiated in respect of Orient Eco Energy Limited during the year ended 31 March, 2015.

Notes:

(i) During the current year ended 31 March 2015, the Company has divested the entire equity stake in its wholly owned subsidiary Theta Wind Farm Private Limited for a sale consideration of Rs.100,000 at par. Further, the amount of Rs.14,125,000 provided to the subsidiary as loan in the past has also been recovered as part of the said divestment. There was no Profit or Loss on account of the said divestment.

(ii) During the current year ended 31 March 2015, the Company has been alloted Equity Shares of Rs.100 amounting to Rs.4,000,000 in Pallavi Power Mines Limited by way of adjusting advance paid earlier towards subscription of shares.

(iii) During the current year ended 31 March 2015, the Company has made investments amounting to Rs.2,973,652 in Equity Shares of Gamma Green Power Private Limited and Rs.14,341,352 in the Equity Shares of Beta Wind Farm Private Limited. Further, the Company has also made investments amounting to Rs.286,878,264 in the Preference Shares of Beta Windfarm Private Limited.

(iv) During the current year ended 31 March 2015, the Company has made investments amounting to Rs.16,443,430 and Rs.7,862,369 in Equity Shares of Shriram Non-Conventional Energy Private Limited and Shriram Powergen Private Limited respectively and sold shares of Shriram Non-Conventional Energy Private Limited and Shriram Powergen Private Limited amounting to Rs.16,446,910 and Rs.7,863,409 respectively, as required under the Captive Generation Scheme.

(v) During the previous year ended 31 March 2014, the Company had invested in Cumulative Redeemable 6% shares of Rs.10 each for a total amount of Rs.7,135,451,463 in Beta Windfarm Private Limited pursuant to the allotment of the Advance Money paid to them towards subscription of shares. The preference shares are redeemable within a period of 12 years.

(vi) During the previous year ended 31 March 2014, the Company had made investments amounting to Rs.41,748,800 in Equity Shares of PSR Green Power Projects Private Limited, Rs.20,930,355 in Equity Shares of Gamma Green Power Private Limited, Rs.173,850,000 in Equity Shares of Beta Windfarm Private Limited and Rs.160,000,000 in Equity Shares of Amrit Environmental Technologies Private Limited.

(ii) The Company had, in its capacity as corporate guarantor, placed an amount of Rs.175,515,500 as at 31 March, 2014 with Export Import Bank of India (EXIM Bank) towards the outstanding financial commitments to Exim Bank for one of the step down subsidiaries of the Company, namely Vjetroelektrana Crno Brdo. d.o.o, Croatia. During the current year, the above amount paid to EXIM Bank has been adjusted by EXIM Bank towards the loan obtained by the step down subsidiary. The Company has converted the above amount as a foreign currency loan provided to its Wholly Owned Subsidiary, Orient Green Power (Europe) BV, which is the Holding Company of the Vjetroelektrana Crno Brdo. d.o.o, Croatia. Refer Note 15 (c).

Note:

(i) An amount of Rs.79,744,560 is accrued towards REC Income Receivable as at 31 March 2015 which is expected to be realised within the validity period, duly considering the applicable regulatory provisions, based on the Management''s Assessment. An amount of Rs.46,000,000 has been classified as Long-Term (As at 31 March 2014- Rs. Nil) and balance of Rs.33,744,560 as Other Current Asset (As at 31 March 2014- Rs.53,635,890).

Notes:

(i) During the previous year ended 31 March, 2014, the Company divested its stake to the extent of 26% held in two of its wholly owned subsidiaries namely, Shriram Non Conventional Energy Private Limited and Shriram Powergen Private Limited in favour of other investors as required under the Captive Generation Scheme. An amount of Rs.1,248,000 being the net gain on sale of these investments was included as Exceptional Item in the Statement of Profit and Loss for the previous year ended 31 March, 2014.

(ii) As at 31 March, 2015, the Company assessed the operations of the subsidiaries which were held as long-term investments, duly taking into account factors such as the erosion in net worth, the plant condition, the status of operations, future projections etc to identify indications of diminution, other than temporary, in the value of the investments. Based on such assessment, the Company identified an amount of Rs.772,403,719 (Previous Year Rs.470,000,000) as diminution in the value of investments in certain subsidiaries as other than temporary and, accordingly, accounted the same under exceptional items in the Statement of Profit and Loss for the current year ended 31 March, 2015.

Further to the above, the Company had also identified an amount of Rs.795,893,757 (Previous Year Rs.275,955,330) as provision required in respect of loans/advances provided to such subsidiaries/others and accounted the same under exceptional items for the current year ended 31 March, 2015.

2 Contingent Liabilities and Commitments Amount in Rs.

Particulars As at 31 March, As at 31 March, 2015 2014

(i) Contingent liabilities

(a) Income Tax Demands against which the Company has gone on Appeal

Note: The Company expects a favourable decision with 26,201,250 26,201,250 respect to the above based on profess ional advice and, hence, no provision for the same has been made.

(b) Corporate Guarantees provided for subsidiaries / 21,628,000,000 20,738,600,000 step down subsidiaries

(c) Counter Guarantees provided to Banks 3,250,000 2,850,000

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for

- Tangible assets (Net of Advances) - 132,677,410

3 Additional Information to Financial Statements

3.1 Earnings in Foreign Currency - Nil (Previous Year Nil)

3.2 CIF Value of Imports - Nil (Previous Year Rs. Nil)

Pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value of assets, where the remaining useful life of the asset was determined to be Nil as on 1 April, 2014, and has adjusted an amount of Rs.852,182 against the opening surplus balance in the Statement of Profit and Loss under Reserves and Surplus.

The depreciation expense in the Statement of Profit and Loss for the year ended 31 March, 2015 is higher by Rs.6,624,368 consequent to the change in the estimated useful life of the assets.

4 Sale of Power from Kolhapur Plant

The Kohlapur Plant of the Company commenced commercial operations during the current year. As per the arrangement with the party (Also Refer Note 13(ii)) with whom an agreement has been entered into by the Company for developing a Co-generation Facility at the party''s sugar mill, the fuel for the generation of the power from the Plant would be supplied by the party''s sugar factory at the cost agreed to between the parties. Out of the generation, a fixed proportion of power has to be supplied free of cost to the party in lieu of the land and other facilities provided by them and the fuel supplied by them based on the agreed rates. The balance units gets sold externally.

Pursuant to the above arrangement, the Company has procured fuel for an amount of Rs.58,628,008 from the party and the same has been accounted as part of the purchases during the current year. The units generated and sold externally during the year is 5,782,582 Kwh units for an amount of Rs.34,953,288 which is included as part of Sale of Power for the Year Ended 31 March 2015. Further, the Company has supplied 7,557,850 Kwh units of free power to the party which is non-monetary in nature being the extent of units generated and supplied free of cost.

4 Employee Benefits

4.1 Defined Contribution Plans

The Company makes Provident Fund and Employee State Insurance Scheme contributions which are defined contribution plans, for qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.5,780,759 (Previous Year Rs.5,665,215) for Provident Fund contributions and Rs.11,604 (Previous Year Rs.14,649) for Employee State Insurance scheme contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

4.2 Defined benefits plans

The Company''s obligation towards Gratuity is a Defined Benefit Plan. The Company has not funded its gratuity liability and the same continues to remain unfunded as at 31 March 2015. The following table sets out the Gratuity scheme and the amount recognised in the financial statements as per the Actuarial Valuation done by an Independent Actuary;

Notes:

(i) The estimate of future salary increase takes into account inflation, likely increments, promotions and other relevant factors.

(ii) Discount rate is based on the prevailing market as applicable for risk free investment as at the Balance Sheet date for the estimated term of the obligation.

Notes:

(i) The loans shall be repaid in one or more installments not later than 31 March 2019 or such other time as the parties may mutually agree upon from time to time. Interest is charged in respect of those subsidiaries which are not wholly owned subsidiaries.

(ii) As at 31 March 2015 and 31 March 2014, there are no parties, firms/companies in which directors are interested as defined under Section 188 of the Companies Act, 2013, as represented by the Management.

Notes:

(i) . The Company accounts for costs incurred by the Related parties based on the actual invoices/debit notes raised and accruals as confirmed by such related parties. The Related parties have confirmed to the Management that as at 31 March, 2015, there are no further amounts payable to/receivable from them, other than as disclosed above.

(ii) . The Company has obtained an approval from Share Holders vide Postal Ballot and also from the Central Government for the remuneration of Mr.S.Venkatachalam, Managing Director for an amount not exceeding Rs.8,000,020 per annum.

(iii) . The Company has obtained approval from Share Holders vide Postal Ballot for the remuneration of Mr. T.Shivaraman, Vice- Chairman for an amount not exceeding Rs.1,200,000 per annum for the year ended 31 March 2014. The Company is in the process of obtaining the required approvals including the Central Government Approval.

(iv) . Theta Management Consultancy Private Limited has pledged 13.5 million shares of the Company held by them in connection with a loan obtained by the Company. Also Refer Note 5(i).

(v) . The Company has accounted for Management Services Fee to be paid to SIHL based on the debit notes raised by SIHL in connection with various support/advisory services provided by SIHL to the Company during the year ended 31 March 2015.

(vi) . Also Refer Notes 5(ii),19(ii), 28(ii) and 4 0 (i).

5 Investments and Loans relating to certain Subsidiaries

The Company has made investments aggregating to Rs.411,664,726 (Net) in Five Indian subsidiary companies and has also provided loans aggregating to Rs.772,705,393 (Net) as at 31 March, 2015 to these subsidiaries, whose net worth has been fully eroded as at 31 March, 2015, as per the audited financial statements of these entities.

In the opinion of the Management, no adjustment to the carrying values of the aforesaid investment and loans is considered necessary in view of the continuing plant operations and expected higher cash flows based on future business projections and the strategic nature of these investments.

6 Subsequent Events

(i) Subsequent to year end, the Company at its Board of Directors meeting held on 27 May 2015, consequent to certain developments, has finally approved to hive off the biomass power generation plant located in Pollachi by way of a slump sale to Gayatri Green Power Private Limited, a wholly owned subsidiary of the Company, either for cash or by acquisition of shares of the entity at a value to be mutually determined between the parties, based on the enabling approvals obtained from the Shareholders in May 2014.

(ii) Subsequent to year end, the Company, at its Board of Directors meeting held on 7 May 2015, has approved further issue of securities upto Rs.5,000 Million through domestic/international offerings by way of Foreign Currency Convertible Bonds (FCCBs) and any other instruments to identified parties. The Company is in the process of obtaining the required approvals including Shareholders approvals in respect of the same.

7 Segment information has been presented in the Consolidated financial statements as permitted by the Accounting Standard (AS 1 7) on Segment Reporting as notified under the Companies (Indian Accounting Standards) Rules, 2015.

8 The Board of Directors of the Company has reviewed the realisable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non- current assets including long-term investments in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on 27 May, 2015.


Mar 31, 2014

1. Contingent Liabilities and Commitments

Amount in Rs.

Particulars As at 31 March, 2014 As at 31 March, 2013

(i) Contingent liabilities

(a) Income Tax Demands against which the 26,201,250 26,201,250 Company has gone on Appeal Note: The Company expects a favourable decision with respect to the above based on professional advice and, hence, no provision for the same has been made.

(b) Corporate Guarantees provided for 20,738,600,000 20,738,600,000 subsidiaries/step down subsidiaries

(c) Counter Guarantees provided to Banks 2,850,000 2,850,000

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for

- Tangible assets (Net of Advances) 132,677,410 82,400,000

2.CIF Value of Imports - Nil (Previous Year Rs. Nil)

3. Preferential Allotment

During the previous year ended 31 March, 2013 the Company had received an amount of Rs.1,500,000,000 towards share application money and the allotment of equity shares was made on 6 April, 2013 on completion of required formalities. As per the objects of the preferential allotment, the end use of the funds raised is to meet the cost overrun in the 300 MW wind project, long term working capital needs and retirement of high cost debts. The balance amount remaining unutilised as at 31 March, 2014 and 31 March, 2013 on this account is Rs.26,339. (Also Refer Note 3(vi)).

c) As per the original objects of utilisation mentioned in the prospectus, the total amount to be utilised towards "Funding of subsidiaries for repayment of existing loans" was Rs.1,481,950,000. Subsequently the Company has obtained the shareholders approval through postal ballot to change the objects of the IPO to the extent of Rs.4,202,000 for Funding of Subsidiaries for development of biomass and wind projects instead of the original intended object of Funding of Subsidiaries for repayment of existing loans.

4. Employee Benefits

5. The Company makes Provident Fund contributions for qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.5,665,215 (Previous Year Rs.3,817,944) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

6. Defined Benefits plans

The Company''s obligation towards Gratuity is a Defined Benefit Plan. The Company has not funded its gratuity liability and the same continues to remain unfunded as at 31 March 2014. The following table sets out the Gratuity scheme and the amount recognised in the financial statements as per the Actuarial Valuation done by an Independent Actuary;

(i) The Company accounts for costs incurred by the Related parties based on the actual invoices/debit notes raised and accruals as confirmed by such related parties. The Related parties have confirmed to the Management that as at 31 March, 2014, there are no further amounts payable to/receivable from them, other than as disclosed above.

(ii) The Ministry of Corporate Affairs had approved remuneration for Mr. P.Krishna Kumar, erstwhile Managing Director for an amount not exceeding Rs.7,500,000 per annum. The said approval was valid for the period from 4 June 2011 to 3 June 2014.

(iii) The Company has obtained an approval from Share Holders vide Postal Ballot for the remuneration of Mr.S.Venkatachalam, Managing Director for an amount not exceeding Rs.8,000,020 per annum. The Company is in the process of obtaining the required approvals including the Central Government Approval.

(iv) The Company has obtained approval from Share Holders vide Postal Ballot for the remuneration of Mr. T.Shivaraman, Vice-Chairman for an amount not exceeding Rs.1,200,000 per annum. The Company is in the process of obtaining the required approvals including the Central Government Approval.

(v) Theta Management Consultancy Services Private Limited has pledged 13.5 million shares of the Company held by them in connection with a loan obtained by the Company. Also Refer Note 5(i).

(vi) The Company has accounted for Management Services Fee to be paid to SIHL based on the debit notes raised by SIHL in connection with various support/advisory services provided by SIHL to the Company during the year ended 31 March 2014.

(vii) Also Refer Note 18(ii) and Note 39(i).

7. Investments and Loans relating to certain Subsidiaries

The Company has made investments aggregating to Rs.879,448,273 (Net of provision) in five Indian subsidiary companies and has also provided loans aggregating to Rs.1,831,729,333 as at 31 March, 2014 to these subsidiaries, whose net worth has been fully eroded as at 31 March, 2014, as per the audited financial statements of these entities.

In the opinion of the Management, no additional provision/adjustment to the above is considered necessary in view of the gestation period required for break even, committed power supply arrangements on hand and in pipeline, plant condition as assessed by the technical team, expected higher cash flows based on future business projections and the strategic nature of these investments.

8. Subsequent Events

(i) Subsequent to the Balance Sheet date, the Board of Directors of the Company, at their meeting held on 5 April 2014, with a view to stabilise and improve the operations, has decided to hive off the biomass power generation plant located in Pollachi by way of a slump sale to Gayathri Green Power Limited, a wholly owned subsidiary of the Company, either for cash or by acquisition of shares of the entity. Subsequently, this proposed transfer has also been approved by the shareholders of the Company vide postal ballot. The Company is in the process of completing the other formalities and obtaining all the required approvals.

(ii) Subject to all the required clearances, the Board of Directors, at their meeting held on 28 May, 2014, has approved, the proposal to dispose of the investments in one of its subsidiaries, namely, Amrit Environmental Technologies Private Limited, with a view to channelise and focus the Company''s efforts on more viable plants/operations.

9. Segment information has been presented in the Consolidated financial statements as permitted by the Accounting Standard (AS 17) on Segment Reporting as notified under the Companies (Accounting Standards) Rules, 2006.

10. Previous year''s figures have been regrouped/reclassified, wherever necessary, to correspond with the current year classification/disclosure.

11. The Board of Directors of the Company has reviewed the realisable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets including long-term investments in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on 28 May, 2014.


Mar 31, 2013

1 Corporate information

Orient Green Power Company Limited (OGPCL) was incorporated to carry on the business of investment, ownership and operation in renewable energy areas like biomass power, mini hydel, wind power, biogas power and biofuels.

2.1. Tamil Nadu Tax on Consumption & Sale of Electricity Act 2003 requires the companies to pay Electricity tax at the specified rates in respect of all the third party sales made. Such levy under the Act has been represented by the Indian Biomass Association to the concerned authorities for waiver and the Company has also filed a petition before the Honourable Supreme Court of India disputing the levy. Pending the decision, a provision of Rs.1 6,643,820 (31 March, 2012: Nil) has been made on grounds of prudence in respect of third party sales made during the year and included as part of statutory remittances payable.

2.2 The Company has defaulted in repayment of Long term secured loans and interest in respect of the following amounts included underCurrent maturities of long-term debt and Interest accrued and due on Long term borrowings in Note 1 1:

Note 3 Contingent liabilities and commitments

(to the extent not provided for) Amount in Rs.

Note Particulars As at 31 March, 2013 As at 31 March, 2012

(i) Contingent liabilities

(a) Income Tax Demands against which the Company has gone on Appeal (Refer Note 27.1 below) 26,201,250 -

(b) Corporate Guarantees provided for subsidiaries 20,738,600,000 21,098,400,000

(c) Counter Guarantees provided to Banks 2,850,000 2,850,000

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for Tangible assets 82,400,000 1,839,000,000

4.1 Managements Assessment:

The Company expects a favourable decision with respect to the above disputed demands / claims based on professional advice and, hence, no provision for the same has been made.

Note 5 Share application money pending allotment

The Company has received an amount of Rs.1,500,000,000 towards share application money and the allotment of equity shares was made on 6 April, 2013 on completion of required formalities. As perthe objects ofthe preferential allotment, the end use of the funds raised is to meet the cost overrun in the 300 MW wind project, long term working capital needs and retirement of high cost debts. The balance amount remaining unutilised as at 31 March, 2013 on this account isRs.26,339.

Note 6 Utilization of IPO Proceeds

a) Ofthe funds raised through the IPO in FY2010-11, the Company has utilized Rs.8,789,934,824 (Previous year: Rs.8,61 7,294,657) towards various objects ofthe issue as detailed below:

b) Pending utilization of the full proceeds of the issue, the funds are temporarily invested / held in :

c) Change in objects of the issue

As per the original objects of utilisation mentioned in the prospectus, the total amount to be utilised towards Construction and development of biomass projects wasRs.607,570,000. This amount included Rs.483,970,000 relating to the proposed projects to be set up in Amritsar, Patiala and Vellore. The Company had also paid an amount of Rs.470,000,000 in respect of the same to EPC contractors as advance towards construction of the plants at the said locations which was included under utilisation of proceeds for construction and development of biomass projects as at 31 March 2012.

During the current year ended March 31,2013, the Company has obtained the shareholders approval through postal ballot on March 26, 2013 to change the objects of the IPO consequent to the delays in the implementation of the said biomass projects and to decide on not proceeding with these projects and instead using the amounts originally earmarked for construction and development of biomass projects in the 300 MW wind project in its subsidiary companies. Accordingly, the amounts advanced towards the projects in Amritsar, Patiala and Vellore as aforesaid has been brought back and deployed for funding of subsidiaries for development of biomass and wind projects as at 31 March, 2013. Also Refer Note 26(iii).

Note 7. Employee Benefits

7.1 The Company makes Provident Fund contributions for qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.3,817,944 (Previous YearRs.2,898,801) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

7.2 Defined benefit plans

The Company''s obligation towards Gratuity is a Defined Benefit Plan. The Company has notfunded its gratuity liability and the same continues to remain unfunded as at 31 March 2013. The following table sets out the Gratuity scheme and the amount recognised in the financial statements as per the Actuarial Valuation done by an Independent Actuary;

7.3 Compensated absences

The Company has accounted for an amount Rs.4,105,976 (As at 31 March 2012 Rs.2,427,357) as Long term provision for compensated absences (Note 8) and Rs.3,052,352 (As at 31 March 2012 Rs. Nil) as Short Term provision for compensated absences in accordance with its accounting policy. The key assumptions, as provided by the independent actuary, used in the computation of provision for long term compensated absences are as given below:

Note 8 Disclosure as per Clause 32 of the listing agreements with the Stock Exchanges Loans and advances in the nature of loans given to subsidiaries, associates, firms/companies in which directors are interested are given below:

Note 9 Leases

(a) Operating leases:

The Company has operating lease arrangements primarily for office, the lease period of which is about 3 to 5 years. An amount of Rupees 1 7,242,882 (Previous Year Rupees 11,299,374) has been towards lease rental and other charges. The future expected minimum lease payments under operating leases are as given below:

Note 10

Consequent to the receipt of the proceeds pursuant to the preferential issue, the Company has allotted 10,00,00,000 equity shares to Shriram Industrial Holdings Limited (Formerly Shriram Industrial Holdings Private Limited) (SIHL) on 6 April, 2013 resulting in SIHL holding 17.60% shares in the post preferential issue capital of the Company. Further, Company has entered into a Master Framework Agreement dated 22 February, 2013 and amendment dated 2 April, 2013 with SIHL and Shriram EPC (Singapore) PTE Limited, as per which the shares held by Shriram EPC (Singapore) PTE Limited in Orient Green Power PTE Limited, Singapore, the Company''s Holding Company, is proposed to be bought by SIHL. This transaction has triggered an open offer pursuant to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. SIHL has acquired 7,12,69,846 equity shares of face value of Rs.10 each, constituting 12.55% of the revised paid-up equity share capital of the Company, pursuant to the said open offer made to the public shareholders and is in the process of completing the formalities of the Open Offer.

Note 11

Segment information has been presented in the Consolidated financial statements as permitted by the Accounting Standard (AS 17) on Segment Reporting as notified underthe Companies (Accounting Standards) Rules, 2006.

Note 12

Previous year''s figures have been regrouped/reclassified, wherever necessary, to correspond with the current year classification/disclosure.

Note 13

The Board of Directors of the Company has reviewed the realisable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets including long- term investments in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on 30 May, 2013


Mar 31, 2012

1. Amount in Rs.

Note Particulars As at Mar31,2012 As at Mar31, 2011

Contingent liabilities and commitments (to the extent not provided for)

(i) Contingent liabilities

(a) Guarantees

- Corporate Guarantees to subsidiaries 21,09,84,00,000 24,81,44,00,000

- Bank 28,50,000 6,28,50,000

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capita! account and not provided for Tangible assets 1,83,90,00,000 1,37,13,69,318

2. Initial Public Offer

a) During the previous year, the company issued and allotted 1 9,1 4,89,361 Equity Shares of Rs.1 0 each at a premium of Rs.37/- per share aggregating to Rs.8,99,99,99,967 through an initial public offer(IPO). Consequently the paid up Equity share Capital and Share Premium has increased by Rs.1,91,48,93,610/- and Rs.7,08,51,06,357/- respectively on 5th October 2010. The Equity Shares of the Company were listed and admitted for trading on The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE) with effect from 8th October 2010.

b) Expenses of Rs.37,60,13,629 incurred in connection with the IPO have been adjusted against Securities Premium Account.

c) Of the funds raised through the IPO, the Company has utilized Rs.8,61,72,94,657 (Previous year: Rs.6,1 6,98,09,328) towards various objects of the issue as detailed below :

Note 3. Segment Reporting

The entire operations of the company relates to only one segment, viz "Power Generation"


Mar 31, 2011

A. Nature of Company operations

Orient Green Power Company Limited (OGPCL) was incorporated on December 6, 2006 to carry on the business of investment, ownership and operation in renewable energy areas like biomass power, mini hydel, wind power, biogas power and biofuels.

b. Initial Public Offer

i) During the year, the company issued and allotted 191,489,361 Equity Shares of Rs.10 each at a premium of Rs.37/- per share aggregating to Rs.8,999,999,967 through an initial public offer(IPO).Consequently the paid up Equity share Capital and Share Premium has increased by Rs.1,91 4,893,6 10/- and Rs.7,085,106,357/- respectively on 5th October 2010. The Equity Shares of the Company were listed and admitted for trading on The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE) with effect from 8th October 2010.

ii) Expenses of Rs.376,013,629 incurred in connection with the IPO have been adjusted against Securities Premium Account.

The company would ensure consistent and timely availability of the issue proceeds so temporarily used, to meet the estimated fund requirements stated above.

c. Based on the information available with the Company and relied upon by the auditors, there are no dues outstanding to Micro and Small Enterprises as defined under Micro, Small and Medium Enterprises Development Act, 2006 for more than 45 days.

d. OGPCL has granted advances / loans to its subsidiaries and group companies for the purpose of carrying on operations, based on the business needs and exigencies of those companies. Some of these advances / loans are interest free. However in the opinion of the management, all these loans advances (including the interest free loans) are conducive to the interest and development of the business of the group and hence are not prejudicial to the interests of the company.

Amount in Rs.

e. Contingent Liabilities

Particulars As at 31-03-2011 As at 31-03-2010

Corporate Guarantees 24,814,400,000 1,114,800,000

Bank Guarantees 62,850,000 5,500,000

Remuneration above does not include gratuity and compensated absences, since the same is computed actuarially for all the employees and the amount attributable to the managerial personnel cannot be ascertained separately.

j. Disclosure required under Accounting Standard No.l5(R), "Employee Benefits"

k. Related Party Disclosures required under Accounting Standard No. 1 8 "Related Parties".

l. Taxation

In view of the Taxable profits for the financial year 2010-11, computed in accordance with provisions of Income Tax Act, 1961, being lower than the Book profits, provision for Minimum Alternate Tax has been made. However in the absence of convincing evidence that the company will have taxable income under normal provisions, against which MAT Credit will be realized, MAT Credit entitlement amounting to Rs. 14,600,000 has not been recognized in the books.

The company has reviewed its deferred tax assets and liabilities as at the Balance Sheet date. Deferred Tax Asset on unabsorbed depreciation and carry forward losses has been recognized to the extent of deferred tax liability arising mainly on account of depreciation.

m. Segmental reporting

The entire operations of the company relate to only one Segment, viz "Power Generation".

n. Earnings pershare

For the purpose of computing the earnings per share, the net Profit/(Loss) after tax has been used as the numerator and the weighted average numbers of shares outstanding has been considered, as the

o. Previous year figures have been reclassified wherever necessary to conform to current years classification denominator.

 
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