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Notes to Accounts of Websol Energy Systems Ltd.

Mar 31, 2015

1 The Working Capital borrowing accounts of the Company continue to remain NPA as on the date of Balance sheet under review. Out of the fi ve Working Capital lenders, Allahabad Bank, being in the capacity of the lead bank, has taken symbolic possession of the Salt Lake land which was given as collateral security against the Working Capital loans. Further Dena Bank has assigned its credit facilities in favor of M/s Asset Reconstruction Company (India) Ltd. (ARCIL) and as such all rights & obligations in respect of the credit facilities sanctioned & availed by the company from Dena Bank fund have been transferred in the name of ARCIL.

2 The Company has not provided for interest payable on unsecured Loans obtained from various Companies due to the stipulation of the Working Capital Lenders in this regard, under the scheme of OTS.

3 The Company has recognized diminution in the value of certain fi xed assets pertaining to the erstwhile factory situated at Salt Lake and also installed at falta plant and as such discarded the obsolete / unusable fi xed assets having the cost of Rs..5759.10 Lacs and accumulated Depreciation of Rs. 1988.07 Lacs.

4 The Company is in the process of making third party adjustments / netting off on account of certain imports and exports from a same party. A part of netting off is complete to the extent of $ 9661825.97 of exports and $ 9666691.90 of imports and therefore debtors and creditors amounting $ 9666691.90 has been netted off in balance sheet as on 31.03.15. As such, there are balance amounts on account of same Sundry Debtors & Sundry Creditors which shall be adjusted against each other subject to the receipt of pending approval by the company in this regard from the concerned authorities.

5 Capital contracts not provided for Rs. 1593.60 Lacs stands unexecuted and cancelled by the company (Previous period Rs. 1593.60 Lacs). Total Advances paid there against Rs. 457.10 Lacs including Rs. 346.15 Lacs in foreign currency (Previous period Rs. 553.03 Lacs including Rs. 345.75 Lacs in Foreign Currency) are still lying wih the creditors and company is in the process of recovery of these amounts.

6 Contingent Liabilities –

(a) The Company's product, namely, Solar Photovoltaic Modules carry a warranty of 25 years as per International Standards. A fair estimate of future liability that may arise on this account is not ascertainable. T e same shall be accounted for as and when any claim occurs.

(b) Demand against the legal expenses and interest by certain Sundry Creditors, amount of which is not ascertainable.

(c) Demand of Rs. 8.96 Lacs against Interest and other payments on TDS by Income Tax Department.

7 Based on and to the extent of information obtained from the suppliers regarding their status as Micro, Small or Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 there are no amounts overdue to them as at the end of the year under reporting.

8 (a) As the Company has incurred losses in the current year, both as per statement of Profi t & Loss and Income Tax computation, the measurement of deferred tax liability has not been considered.

(b) Since the Company has incurred losses for the last 3 years and there is no reasonable certainty that suffi cient future taxable income will be available, the measurement of deferred tax asset has not been considered in these accounts.

9 Amounts paid / payable to Statutory Auditors –

(a) Audit fees Rs. 2.85 Lacs (Previous period Rs. 2.65 Lacs), plus the applicable service tax.

(b) In other capacity in respect of certifi cation work Rs. 0.50 Lacs (Previous period Rs. 0.50 Lacs) plus the applicable service tax.

10 Balances of Debtors, Creditors, Security Deposits, Certain Bank Accounts and Loans and Advances are subject to confi rmation and reconciliation with respective parties.

11 Since the Company is dealing in only one product i.e., Solar Photo-Voltaic Cells and Modules, segmental reporting as prescribed under Accounting Standard 17 is not applicable.

12 Since the accounting year of the Company is from 01st April, 2014 to 31st March, 2015 these accounts are for a period of twelve months and the figures thereof are comparable with those of previous period which was also for twelve months i.e., 01st April, 2013 to 31st March, 2014.

13 Previous period figures have been regrouped / rearranged wherever necessary to make them comparable with the current year figures.


Mar 31, 2014

A. Terms and rights attached to the Equity shares

The Company has only one class of Equity Shares having a par value of Rs. 10/- per Equity Share. Each holder of equity shares is entitled to one vote per equity share held. All equity shares ranks pari passu with respect to the dividend, voting rights and other terms.The Dividend proposed, if any, by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, normally the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

B. 60,69,422 (27.62%) No. of Equity Shares of the company are held by promoter and the promoter group as on 31st March 2014

C. 99,86,533 nos. of Equitiy Shares of Rs.10/- each fully paid issued by way of Bonus Shares in financial year 2009-10.

2 The Working Capital borrowing accounts of the Company continue to remain NPA as on the date of Balance sheet under review. Out of the five Working Capital lenders, Allahabad Bank, being in the capacity of the lead bank, has taken symbolic possession of the Salt Lake land which was given as collateral security against the Working Capital loans. Further Dena Bank has assigned its credit facilities in favor of M/s Asset Reconstruction Company (India) Ltd. (ARCIL) and as such all rights & obligations in respect of the credit facilities sanctioned & availed by the company from Dena Bank fund have been transferred in the name of ARCIL.

3 The Company has not provided for interest payable on unsecured Loans obtained from various Companies due to the stipulation of the Working Capital Lenders in this regard, under the scheme of restructuring.

4 The Company has procured certain additional production equipments during the year from M/s Renesola Singapore Pte. Ltd. under the instalment purchase scheme. The said machines are hypothecated to Renesola Singapore Pte. Ltd. vide an agreement executed between the two Companies.

5 The Company has recognized diminution in the value of certain fixed assets pertaining to the erstwhile factory situated at Salt Lake and as such discarded the obsolete / unusable fixed assets having the cost of Rs. 415.61 Lacs and accumulated Depreciation of Rs. 232.70 Lacs.

6 The Company is in the process of making third party adjustments / nettng off on account of certain imports and exports. As such, there are certain amounts on account of Sundry Debtors & Sundry Creditors which shall be adjusted against each other subject to the receipt of necessary approval by the company in this regard from the concerned authorities.

7 (a) Estimated amounts of Capital Contracts as at 31st March, 2014 and not provided for Rs.1593.60 Lacs (Previous period Rs. 1330.96 Lacs). Total Advances paid there against Rs.553.03 Lacs including Rs.345.75 Lacs in foreign currency (Previous period Rs.694.91 Lacs including Rs.345.75 Lacs in Foreign Currency).

(b) Certain Advances, included above, amounting to Rs.542.62 Lacs (previous period Rs.542.62 Lacs) are lying unmoved for a considerable period.

8 Contingent Liabilities -

(a) Outstanding Bank Guarantees Rs.10.00 Lacs (Previous period Rs.46.27 Lacs)

(b) The Company''s product, namely, Solar Photovoltaic Modules carry a warranty of 25 years as per International Standards. A fair estimate of future liability that may arise on this account is not ascertainable. The same shall be accounted for as and when any claim occurs.

(c) Demands against the company not acknowledged as debts Rs.939.61 Lacs (Previous period Rs.1029.95 Lacs)

(d) Outstanding Capex Letter of Credits Rs.Nil (Previous period Rs. 4169.47 Lacs) for import of Capital Goods, since crystallized and debited to CC Account.

(e) Demand against the legal expenses and interest by HDFC Bank against their Outstanding Working Capital Loan.

(f) Demand against the legal expenses and interest by certain Sundry Creditors, amount of which is not ascertainable.

(g) Demand of Rs.8.96 Lacs against Interest and other payments on TDS by Income Tax Department.

9 Based on and to the extent of information obtained from the suppliers regarding their status as Micro, Small or Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 there are no amounts overdue to them as at the end of the year under reporting.

10 (a) As the Company has incurred losses in the current year, both as per statement of Profit & Loss and Income Tax computation, the measurement of deferred tax liability has not been considered.

(b) Since the Company has incurred losses for the last 3 years and there is no reasonable certainty that sufficient future taxable income will be available, the measurement of deferred tax asset has not been considered in these accounts.

10 Amounts paid / payable to Statutory Auditors -

(a) Audit fees Rs.2.65 Lacs (Previous period Rs.2.00 Lacs), plus the applicable service tax.

(b) In other capacity in respect of certification work Rs.0.50 Lacs (Previous period Rs.0.36 Lacs) plus the applicable service tax.

11 Miscellaneous Expense includes an amount of Rs.53.14 Lacs as Tolling Charges of Modules, invoices for which were raised by the party during the preceding period.

12 Balances of Debtors, Creditors, Security Deposits, Certain Bank Accounts and Loans and Advances are subject to confirmation and reconciliation with respective parties.

13 Since the Company is dealing in only one product i.e., Solar Photo-Voltaic Cells and Modules, segmental reporting as prescribed under Accounting Standard 17 is not applicable.

14 Since the accounting year of the Company is from 01st April, 2013 to 31st March, 2014 these accounts are for a period of twelve months and the figures thereof are not comparable with those of previous period to that extent which was for nine months i.e., 01st July, 2012 to 31st March, 2013.

15 Previous period figures have been regrouped / rearranged wherever necessary to make them comparable with the current year figures.


Mar 31, 2013

1. The Company has incurred losses during the current financial period as well as the last financial period due to significant decline in the global prices of the raw materials and finished goods. As a consequence the working capital as well as the term loan credit facilities of the Company were restructured by a majority of the lenders on bilateral basis during the last financial period. Three working capital lenders ie. Standard Chartered Bank, Dena Bank and HDFC Bank did not consent to restructure the working capital facilities even as on the date of Balance Sheet under review. As on the date of the Balance Sheet all the working capital lenders viz. Allahabad Bank, The Federal Bank, Standard Chartered Bank, Dena Bank and HDFC Bank to the Company have classified the Company''s borrowings accounts with them as Non Performing Assets (NPA).

2. WCTL/FITL of Working Capital Lenders was considered as Long Term Borrowing in preceding period and the same is now considered as Short Term Borrowings for the current financial period.

3. During the period under review the Company had filed a reference with the Board for Industrial & Financial Reconstruction (BIFR) in view of the complete erosion of Net Worth as on the date of last Balance Sheet. The said reference has been registered by BIFR during the period under review.

4. Estimated amounts of Capital Contracts as at 31st March, 2013 and not provided for Rs. 1330.96 Lacs (Previous period Rs. 2013.93 Lacs). Total Advances paid there against Rs. 694.91 Lacs including Rs. 345.75 Lacs in foreign currency (Previous period Rs. 639.93 Lacs including Rs. 345.20 Lacs in Foreign Currency)

5. Contingent Liabilities –

(a) Outstanding Bank Guarantees Rs. 46.27 Lacs (Previous period Rs. 184.32 Lacs)

(b) Outstanding Letter of Credit Rs. Nil Lacs (Previous period Rs. 70.00 Lacs)

(c) The Company''s product, namely, Solar Photovoltaic Modules carry a warranty of 25 years as per International Standards. A fair estimate of future liability that may arise on this account is not ascertainable. The same shall be accounted for as and when any claim occurs.

(d) Demands against the company not acknowledged as debts Rs. 1029.95 Lacs (Previous period Rs.1029.95 Lacs)

(e) Outstanding Capex Letter of Credits Rs. 4169.47 Lacs (Previous period Rs. 4,667.08 Lacs) for import of Capital Goods

6. Based on and to the extent of information obtained from the suppliers regarding their status as Micro, Small or Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 there are no amounts overdue to them as at the end of the period under reporting.

7. Since there is no reasonable certainty that sufficient future taxable income will be available, the measurement of deferred tax asset, which may be realized, has not been considered in these accounts.

8. Amounts paid / payable to Auditors –

(a) Audit fees Rs. 2,00,000/- (Previous period Rs. 3,12,500/- ), plus the applicable service tax.

(b) In other capacity in respect of certification work Rs. 36,000/- (Previous period Rs. 62,500/) plus the applicable service tax.

(c) For Audit under section 44AB of the Income Tax Act, 1961 to other firm of Chartered Accountants Rs. 60,000/- (Previous period Rs.93,750/-), plus the applicable service tax.

9. Balances of Debtors, Creditors and Loans and Advances are subject to confirmation and reconciliation with respective parties.

10. Since the Company is dealing in only one product i.e., Solar Photo-Voltaic Cells and Modules, segmental reporting as prescribed under Accounting Standard 17 is not applicable.

11. Since the accounting year of the Company is from 01st July 2012 to 31st March 2013, these accounts are for a period of nine months and the figures thereof are not comparable with those of previous period to that extent which was for fifteen months i.e., 01st April 2011 to 30th June 2012.

12. Previous period figures have been regrouped / rearranged wherever necessary to make them comparable with the current period figures.


Jun 30, 2012

A.Terms and rights attached to the Equity shares

The Company has only one class of Equity Shares having a par value of 10/- per Share. Each holder of equity shares is entitled to one vote per share held. All shares ranks pari passu with respect to the dividend, voting rights and other terms.The Dividend Proposed, if any, by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, normally the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding .

b. 80,69,422 (36.72%) No. of Equity Shares of the company are held by promoter and the promoter group as on 30th June 2012

Notes:

1: Leasehold Land of Salt Lake unit has been acquired under a lease of 90 years with a renewal option. 2: Leasehold Land of Falta SEZ unit has been acquired under a lease of 15 years with a renewal option.

2. The Company has incurred substantial losses during the period under report due to significant downturn in the global solar market, abrupt and unprecedented decline in the inventory prices and the high volatility in the foreign exchange rates. This severely impacted the cash flow position of the company and prompted the company to approach the lenders for restructuring of its debts. At the request of the Company the lead Bank of the Company i.e., Allahabad Bank, approved and sanctioned the restructuring scheme, under bilateral restructuring, on 27th March, 2012. Under the debt restructuring scheme, the existing Term Loans have been restructured whereby the term of repayment has been extended till 31st December, 2020 and rates of interest have been linked to the Base Rates of the Banks. The existing irregularity in the working capital facilities have been carved out and converted into working capital term loans with the repayment commencing from 31st October, 2013. In addition, the interest on such facilities w.e.f. 01st October 2011 till 30th September 2013 shall be funded by way of Funded Interest Term Loan which is repayable from 31st October 2013. As on the Balance Sheet date three working capital provider Banks viz., Standard Chartered Bank, Dena Bank and HDFC Bank and one term lender viz., EXIM Bank have not restructured the credit facilities.

3. Estimated amounts of Capital Contracts as at 30th June, 2012 and not provided for Rs. 2013.93 Lacs (Previous period Rs. 5508.73 Lacs). Total Advances paid there against Rs.639.93 Lacs including Rs.345.20 Lacs in foreign currency (Previous period Rs.952.73 Lacs including Rs.313.63 Lacs in Foreign Currency)

4. Contingent Liabilities -

(a) Outstanding Bank Guarantees 184.32 Lacs (Previous period Rs. 97.55 Lacs)

(b) Outstanding Letter of Credit Rs.70.00 Lacs (Previous period Rs.271.02 Lacs)

(c) Outstanding Bills Discounted with Banks Rs. Nil Lacs (Previous period Rs. 2,343.91 Lacs)

(d) The Company's product, namely, Solar Photovoltaic Modules carry a warranty of 25 years as per International Standards. A fair estimate of future liability that may arise on this account is not ascertainable. The same shall be accounted for as and when any claim occurs.

(e) Demands against the company not acknowledged as debts 1029.95 Lacs (Previous period Rs. 763.60 Lacs)

(f) Outstanding Capex Letter of Credits Rs.4667.08 Lacs (Previous period Rs. 4,327.50 Lacs) for import of Capital Goods

5. Based on and to the extent of information obtained from the suppliers regarding their status as Micro, Small or Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 there are no amounts due to them as at the end of the period under reporting.

6. Since there is no reasonable certainty that sufficient future taxable income will be available, the measurement of deferred tax asset, which may be realised, has not been considered in these accounts.

7. The cash flows prepared by the management and approved by the Banks as per the restructuring scheme were based on the current prices and have been considered for impairment assessment. Based on such analysis, the cash flow projections do not indicate impairment as at the Balance Sheet date.

8. Amounts paid / payable to Auditors -

(a) Audit fees Rs.3,12,500/- (Previous period Rs. 1,50,000/-), plus the applicable service tax.

(b) In other capacity in respect of certification work Rs.62,500/- (Previous period Rs.37,500/) plus the applicable service tax.

(c) For Audit under section 44AB of the Income Tax Act, 1961 Rs.93,750/- (Previous period Rs.50,000/-), plus the applicable service tax.

9. Balances of Debtors, Creditors and Loans and Advances are subject to confirmation and reconciliation with respective parties

10. Since the Company is dealing in only one product i.e., Solar Photo-Voltaic Cells and Modules, segmental reporting as prescribed under Accounting Standard 17 is not applicable.

11. Since the accounting year of the Company is from 01st April 2011 to 30th June 2012, these accounts are for a period of fifteen months and the figures thereof are not comparable with those of previous period to that extent which was for nine months (i.e., 01st July 2010 to 31st March 2011)

12. The financial statements for the nine months ended 31st March 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statement for fifteen months period ended 30th June 2012 are prepared as per Revised Schedule VI. Accordingly, the previous period figures have also been reclassified to conform to this period's classification. The adoption of Revised Schedule VI for previous period figures does not impact recognition and measurement.


Mar 31, 2011

Estimated amounts of Capital Contracts as at 31st March, 2011 and not provided for Rs.5508.73 Lacs (Previous period Rs.4269.14 Lacs). Total Advances paid there against Rs.952.73 Lacs including Rs.313.63 in foreign currency (Previous period ^425.85 Lacs in Foreign Currency)

Contigent Liablities

a) Outstanding Bank Guarantees Rs.97.55 Lacs (Previous period Rs.217.92 Lacs).

b) Outstanding letters of Credit Rs.271.02 Lacs (Previous period Rs.2,336.44 Lacs).

c) Outstanding Bills Discounted with banks Rs.2,343.91 Lacs (Previous period Rs.3,323.10 Lacs).

d) The Company's product, namely, Solar Photovoltaic Modules carry a warranty of 25 years as per International Standards. A fair estimate of future liability that may arise on this account is not ascertainable. The same shall be accounted for as and when any claim occurs.

e) Demands against the company not acknowledged as debts Rs.763.60 lacs (Previous period Rs.739.70 Lacs).

f) Outstanding Capex Letter of Credits Rs.4,327.50 Lacs (Previous period Rs. NIL) for import of Capital Goods.

2. The Company has called back a substantial part of the investment made in the erstwhile Joint Venture named Micro Power Trading Co. Pte Ltd during the period.

3. The amount remaining in the Investment in the Equity Share Capital of Micro Power Trading Co. Pte Ltd, the erstwhile Joint Venture Company based at Singapore, being non-monetary item, no exchange fluctuation has been provided there-for as at the period end.

4. The outstanding Unsecured Loans of US$ 10.582 mn paid to Micro Power Trading Co. Pte Ltd, Singapore against the silicon wafer supply contract has been converted into trade advances during the period which will be adjusted against the monthly supplies of raw materials.

5. The Company has issued convertible warrants amounting to Rs.3000.00 Lacs during the last accounting period to Promoter Group Company and Strategic Investor. The Company has in the last accounting period received upfront application money for warrants from the Promoter Group Company and in the reporting period has received there-against the balance amount against which Equity Shares amounting to Rs.750.00 Lacs (including securities premium) were allotted upon conversion to the said Promoter Group Company.

6. Application money amounting to T282.00 lacs received from the strategic investor against convertible warrants and remaining un-allotted upon their non exercise of the option to convert the said warrants into Equity Shares within a period of 18 months from the date of allotment of warrants has been forfeited.

7. During the period under review, the Company has started the commercial production of its 30MW unit situated at Falta SEZ by the up-gradatlon of its earlier 10MW unit by adding new machines. Now the total annualised production capacity of the Company stands at 60MW.

8. The Company is in the process of compiling information with regard to suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006. To the extent identified, there are no Micro, Small and Medium concerns whose payments have been outstanding for a period exceeding the prescribed time as per the said Act. Further the Company has no information from the other suppliers under the Act and accordingly the disclosure as required in Section 22 of the said Act could not be given in these accounts.

9. Provision for Deferred Tax Liabilities has been made as per Accounting Standard 22 issued by the Institute of Chartered Accountants of India. According thereto, the Company has no deferred tax assets at the period end. The deferred tax liability at the period end is on account of difference of carrying amount of fixed assets in the financial statements and the income tax computation.

10. Impairment in the carrying value of the fixed assets as at the Balance Sheet date has not been ascertained pending detailed review and technical evaluation in this respect. The Company intends to get the said review carried by independent valuer/ consultant and adjustment, if any, will then be made in the accounts.

Sundry Debtors over six months includes Rs.69.18 lacs (Previous year T69.46 lacs) outstanding from certain buyers for a considerable period. In the opinion of the management these will be recovered in due course and as such no provision is considered necessary in this respect.

Miscellaneous Expenditure comprises of expenditure incurred on raising long term funds for the Company and is being written off in five egual annual installments in the books of account.

a) Audit fees Rs.1,50,000/- (Previous year Rs.2,50,000/-), plus the applicable service tax.

b) In other capacity in respect of certification work Rs.37,500/- (Previous year Rs.62,500/) plus the applicable service tax.

c) For Audit under section 44AB of the Income Tax Act, 1961 Rs.50,000/- (Previous year Rs.50,000/-), plus the applicable service tax.

Balances of Debtors, Creditors, certain Bank balances, Loans and Advances etc are subject to confirmation and reconciliation with respect to parties.

Information pursuant to the Provisions of Paragraphs 3, 4(c) & 4(d) of part II of the Schedule VI of the Companies Act, 1956.

Since the Company is dealing in only one product i.e., Solar PV Cells and Modules, segmental reporting as prescribed under Accounting Standard 17 issued by the Institute of Chartered Accountants of India is not applicable.

Since the accounting year of the Company was from 01st July 2010 to 31st March 2011, these accounts have been prepared for a period of nine months and the figures thereof are not comparable with those of previous year to that extent.

The expenses relating to the previous period amounting to Rs.44.53 lacs have been debited to the respective expenditure account heads during the period under review.

Previous years figures are regrouped / rearranged wherever necessary,

 
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