|The Company was incorporated on October 8, 2007, as Sophia Power
Company Limited, a public limited company, under the Companies Act.
The Company obtained a certificate of commencement of business on
October 12, 2007. The Companys name was changed to Indiabulls
Power Limited. pursuant to a special resolution dated July 4, 2009. A
fresh certificate of incorporation consequent upon the name change
was granted to the Company on July 7, 2009.
A scheme of amalgamation ('Scheme') between IPSL and the Company
under Sections 391 to 394 of the Companies Act, was sanctioned by the
High Court at Delhi through an order dated September 1, 2008. Upon
coming into effect of the Scheme, IPSL stands amalgamated with the
Company with effect from April 1, 2008, the appointed date.
Scheme of amalgamation between IPSL and the Company
A Scheme was filed by IPSL and the Company under Sections 391 to 394
of the Companies Act, before the High Court at Delhi with a view to
amalgamate IPSL with the Company in order to reduce the duplication of
similar business activities carried on by these two entities and to enable
both companies to increase their net worth, profitability and market position
by consolidating their power generation businesses under a single company.
By an order dated September 1, 2008, the High Court at Delhi granted
sanction to the scheme of amalgamation with effect from the April 1, 2008
(the 'Appointed Date').
The Scheme provides for the transfer and vesting of the 'amalgamated
undertaking' (as described below) in the Company as a going concern.
The amalgamated undertaking means the undertaking and the entire
business of IPSL and inter alia includes all the undertakings, the entire
business, all the properties and assets, wherever situate, including the right
to use such assets. In terms of the Scheme, as consideration for the transfer
and vesting of the undertaking and the liabilities of the amalgamated company,
the Company has allotted one fully paid equity share of Rs. 10 each for every
fully paid equity share of Rs. 10 each held by a shareholder in the amalgamated
company on the date fixed. The valuation was prepared by M/s. Ajay Sardana
Associates with regard to the share exchange ratios.
Set forth below are certain key features of the scheme of amalgamation:
* Share capital: As of March 31, 2008:
(i) The authorised share capital of IPSL was Rs. 1,980 million and the issued,
subscribed and paid up capital was Rs. 1,975 million.
(ii) The authorised share capital of the Company was Rs. 10,000 million and
the issued, subscribed and paid-up share capital was Rs. 6,320 million
Upon the scheme of amalgamation becoming effective the authorised share
capital of the Company stands increased to Rs. 11,980 million.
* Transfer and vesting: With effect from the Appointed Date, the
amalgamated undertaking stands transferred and vested in the Company as
a going concern. The movable assets of the amalgamated undertaking also
stand transferred and vested in the Company to become its property, estate
and assets on the Appointed Date.
* Licenses and permits: On the Appointed Date, all licenses, permits, quotas,
approvals, permissions, incentives loans, subsidies, concessions, grants, claims,
leases, tenancy rights, special status and other benefits or privileges of the
amalgamated undertaking were transferred in favour of the Company.
* Indebtedness: With effect from the Appointed Date all debts, liabilities, duties
and obligations of IPSL stand transferred to the Company.
* Investments: With effect from the Appointed Date investments of all kinds,
cash balances with banks, mutual funds, loans, advances, contingent rights or
benefits, receivables, benefits of any deposits made by IPSL stand transferred
to the Company.
* Legal proceedings: With the coming into effect of the Scheme all suits, actions
and proceedings by or against IPSL pending on and/or arising on or before the
effective date to be continued and be enforced by or against the Company.
* Employees: All employees of IPSL on the effective date (last date on which
all the conditions and matters in relation to the amalgamation have been obtained
or fulfilled) transferred to the Company on terms and conditions not less favourable
than those subsisting with reference to IPSL.
* Accounting treatment: All the assets and liabilities of IPSL as recorded in its books
on the Appointed Date shall be recorded by the Company at their book value as
appearing in the books of IPSL. Accounting for the amalgamation of IPSL and the
treatment of goodwill or reserves, if any, in the books of the Company is to be in
accordance with the provisions of AS 14 issued by the ICAI.
The table below sets forth some of the key events and milestones in the
history of the Company:
October 25, 2007 Four separate memoranda of agreement entered into
between IBREL and the Governor of Arunachal Pradesh
for the execution and development of the Tharang
Warang Hydro-Power Project with a capacity of 30 MW,
the Pichang Hydro-Power Project with a capacity of 31 MW,
Sepla Hydro-Power Project with a capacity of 46 MW and the
Phangchung Hydro-Power Project with a capacity of 60 MW
December 17, 2007 Letter of support received from Government of Maharashtra in
relation to the Amravati Phase I power Project
February 11, 2008 Shareholders agreement with IBREL, FIM Limited, LNM India
Internet Ventures Limited and IPSL
March 27, 2008 Board of Directors approved the scheme of amalgamation between
IPSL and the Company
April 2, 2008 Letter of intent issued by CSEB accepting the proposal and bid in
relation to the Bhaiyathan Power Project
June 6, 2008 Memorandum of understanding with the Government of Jharkhand
with regard to the establishment of a 1,320 MW coal fired thermal
power project in Jharkhand being considered by the Company
July 30, 2008 Memorandum of understanding with the Government of Madhya
Pradesh with regard to the establishment of a 2,640 MW coal
fired thermal power project in Chhindwara, Madhya Pradesh being
considered by the Company
October 13, 2008 ICBPL entered into a long term PPA with CSEB in terms of which
65% of the installed capacity of the Bhaiyathan Power Project to
be sold to CSEB
November 3, 2008 Letter of support received from Government of Maharashtra in
relation to the Nashik Power Project
November 12, 2008 The Standing Linkage Committee, Ministry of Coal in its meeting
recommended a coal linkage for generating 1,320 MW of power
each for Amravati Phase I Power Project and Nashik Power Project.
December 3, 2008 The scheme of amalgamation between IPSL and the Company came
April 29, 2009 Memorandum of understanding with MSEDCL for the procurement of
generation capacity by MSEDCL and supply of electricity by the Company
to the extent of 1,000 MW on term and conditions to be specified in the
PPA that may be signed between MSEDCL and the Company.
June 5, 2009 Company entered into a PPA with TPTCL for sale of up to 1,000 MW of
power to TPTCL from its Amravati Phase I Power Project
Indiabulls Power is currently developing Thermal Power Projects with an aggregate capacity of 5400 MW. The first unit is expected to go on stream in May 2012. The net worth of Indiabulls Power is Rs 3,919 Crore. The company has a total capital expenditure of Rs 27,500 Crore. The company has been assigned 'BBB' rating.