Notes to Accounts of Adani Green Energy Ltd.
Mar 31, 2023
(i) Details of Equity Shares/ Compulsorily Convertible Debentures/ Optionally Convertible Debentures/ Non Convertible Debentures/ Optionally Convertible Preference Shares/ Compulsorily Convertible Preference Shares pledged by the Company as security for secured loans availed by respective subsidiaries from banks / financial institutions is as under.
Equity Shares of Adani Renewable Energy (KA) Limited, 76,53,200 shares (31st March, 2022: 76,53,200
shares),
Compulsorily Convertible Debentures of Adani Renewable Energy (KA) Limited, 7,34,160 debentures (31st March, 2022: 7,34,160 debentures).
Equity Shares of Adani Wind Energy (Gujarat) Private Limited, 1,69,62,600 shares (31st March, 2022: 1,69,62,600 shares).
Equity Shares of Adani Wind Energy Kutchh One Limited (Formerly Known as Adani Green Energy (MP)
Limited), 11,80,23,694 shares (31st March, 2022: 11,80,23,694 shares),
Compulsorily Convertible Debentures of Adani Wind Energy Kutchh One Limited (Formerly Known as Adani Green Energy (MP) Limited), 84,39,000 debentures (31st March, 2022: 84,39,000 debentures).
Optionally Convertible Debentures of Wind One Renergy Limited (formerly known as Wind One Renergy Private Limited), 41,00,000 debentures (31st March, 2022 41,00,000 debentures).
Optionally Convertible Debentures of Wind Three Renergy Limited (formerly known as Wind Three Renergy Private Limited), 48,91,955 debentures (31st March, 2022: 48,91,955 debentures).
Non Convertible Debentures of Wind One Renergy Limited (formerly known as Wind One Renergy Private Limited), 5,000 debentures (31st March, 2022: 5,000 debentures).
Non Convertible Debentures of Wind Three Renergy Limited (formerly known as Wind Three Renergy Private Limited), 4,467 debentures (31st March, 2022: 4,467 debentures).
Equity Shares of Dinkar Technologies Private Limited, 20,813 shares (31st March, 2022: 20,813 shares).
Equity Shares of Surajkiran Renewable Resources Private Limited, 42,440 shares (31st March, 2022: 42,440
shares).
Compulsory Convertible Debentures of Surajkiran Renewable Resources Private Limited, 43,500 debentures
(31st March, 2022: 43,500 debentures).
Equity Shares of Surajkiran Solar Technologies Private Limited, 54,803 shares (31st March, 2022: 54,803
shares).
Compulsory Convertible Debenture of Surajkiran Solar Technologies Private Limited, 44,861 debentures (31st
March, 2022: 44,861 debentures).
Optionally Convertible Debentures of Wind Five Renergy Limited (formerly known as Wind Five Renergy Private Limited), 65,06,000 debentures (31st March, 2022 65,06,000 debentures).
Equity Shares of Adani Wind Energy Kutchh Four Limited (Formerly known as Adani Wind Energy (GJ)
Limited), 61,189,810 shares (31st March, 2022 61,189,810 shares).
Compulsorily Convertible Debentures of Adani Wind Energy Kutchh Four Limited (Formerly known as Adani Wind Energy (GJ) Limited), 58,79,290 debentures (31st March, 2022: 58,79,290 debentures).
Equity Shares of Adani Solar Energy Kutchh Two Private Limited (Formerly known as Gaya Solar (Bihar) Private Limited), 26,520,000 shares (31st March, 2022: 26,520,000 shares).
Equity Shares of Spinel Energy & Infrastructure Limited, 25,497 shares (31st March, 2022: 25,497 shares).
Compulsorily Convertible Debentures of Spinel Energy & Infrastructure Limited, 171,105 debentures (31st March, 2022: 71,105 debentures).
Optionally Convertible Preference Share of Spinel Energy & Infrastructure Limited, 2,29,500 shares (31st March, 2022: 2,29,500 shares).
Compulsorily Convertible Preference Share of Spinel Energy & Infrastructure Limited, 2,668 shares (31st March, 2022: 2,668 shares).
Equity Shares of Wind One Renergy Limited (formerly known as Wind One Renergy Private Limited), 10,000
shares (31st March, 2022: Nil shares).
Equity Shares of Wind Three Renergy Limited, (formerly known as Wind Three Renergy Private Limited)
10.000 shares (31st March, 2022: Nil shares).
Equity Shares of Wind Five Renergy Limited (formerly known as Wind Five Renergy Private Limited),
18.510.000 shares (31st March, 2022: Nil shares).
(ii) Conversion of Compulsory Convertible Debenture:
Compulsorily Convertible Debentures shall be converted into equity shares using conversion ratio which is face value divided by price per equity share as determined by valuation methodology at the time of conversion.
(iii) Conversion of Non Cumulative Compulsory Convertible Preference Shares:
Non Cumulative Compulsory Convertible Preference Shares carries dividend rate of 0.01% and tenure of the
instrument is 30 years.
(iv) Conversion of Optionally Convertible Debenture:
Optionally Convertible Debentures shall be converted into equity shares at the sole option of the Company
on the maturity date.
(v) Terms of Conversion of Unsecured Perpetual Securities ("Securities"):
These Securities are perpetual in nature with no maturity or redemption and are callable only at the option of the issuer. The distribution on these Securities are cumulative and at the discretion of the issuer at the
rate of 10.60% p.a.
(i) Non Current Loans to related parties / subsidiaries are receivable on mutually agreed terms within period of five years from the date of agreement and carry an interest rate ranging from 9.50% p.a. to 10.60% p.a.
(ii) Unrealised interest at year end is added with the principal amount as per the terms of agreement, refer
footnote 1 of Cashflow Statement.
(iii) Current Loans to others are receivable within one year from the date of balance sheet. The Company has received back loans from others during the year ended 31st March, 2023.
(iv) For charges created refer note 17
(i) Debt Service Reserve Account (DSRA) Deposits with banks against Bonds which is expected to roll over after maturity till the tenure of Bond.
(ii) For charges created refer note 17
(iii) For conversion of Interest accrued on intercorporate deposit given to related parties, refer footnote 1 of
Cash Flow Statement.
(iv) For related party balances, refer note 36
(i) As at year end, the Company has entered into significant contracts for sale of Solar Power Generation
System and Wind Turbine Generators with various parties including subsidiaries and also long term power
purchase agreement with a state distribution company for period of 25 years and also have various source of income from investments made in subsidiaries through various instruments, hence management is reasonably certain that to the extent deferred tax credit recognised on the carried forward losses and unabsorbed depreciation. The same will be utilized in subsequent years. Unabsorbed depreciation can be utilised at any time without any restriction or time-frame.
(ii) Details of unused tax losses on which deferred tax credit not recognised is as follows:
(iii) Expected Credit Loss (ECL)
Trade receivables of the Company are majorly from its related parties, related to trading transactions with credit period of 30 to 365 days and from State Electricity Distribution Company (DISCOM) which is Government entity with credit period of 30 days. The Company is regularly receiving its dues from its related entities, DISCOM and others. Delayed payments carries interest as per the terms of agreements with related parties and DISCOM. Accordingly in relation to these dues, the Company does not foresee any Credit Risk.
(iv) Trade receivables which are overdue including in respect of receivables from third parties which are classified as Undisputed Trade receivables - which have significant increase in credit risk are assessed to be fully recoverable as the Company has received confirmation from such parties and expects to realise the
due in subsequent period.
(vi) During the year ended on 31st March, 2023, the Company pursuant to the Notification of the Ministry Of Power dated 3,: June, 2022 under the LPS Rules, 2022 has received intimation from DISCOM in relation to opting of the EMI scheme by the DISCOM as envisaged by the said notification. Under the said notification, the DISCOM will be eligible to pay the outstanding amount of H14 Crores outstanding on 3rd June, 2022 in 48 equated installments along with Late Payment Surcharge. As on March 31, 2023 the receivable amount outstanding against such EMI is H12 Crores.
Aging schedule has been accordingly updated to give effect of such EMI scheme opted by the Discoms. The amounts which would become due as per the EMI scheme after a period of 12 months from the balance
sheet date have been accordingly classified as non-current,
Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of H10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders.
The Company has issued Unsecured Perpetual Security to Adani Properties Private Limited the promoter entity. This security is perpetual in nature with no maturity or redemption and is repayable only at the option of the issuer. The distribution on this security is cumulative and at the discretion of the issuer at the rate of 11.00% p.a. where the issuer has an unconditional right to defer the same.
(i) The Company has declared cumulative interest on Unsecured Perpetual Securities amounting to H82 Crores (previous year H82 Crores) considering there is adequate cash flows in the Company.
(ii) Pursuant to the sanction of the Scheme of Arrangement among Adani Enterprise Limited (AEL) and the Company and their respective shareholders and creditors, the Renewable Power Undertaking of AEL had been transferred to the Company with appointed date of 1st April, 2018. The excess of the value of equity shares allotted to the shareholders of AEL over the book value of assets and liabilities transferred had been
recorded as capital reserve.
(iii) The cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on hedging instruments that are accumulated under cash flow hedging reserve will be reclassified to profit or loss when the hedged transaction affects the profit or loss.
(iv) The board of directors of the Company, in their meeting held on 8th April, 2022 have approved the transaction for issue of 20,018,198 equity shares of face value of H10 each of the Company on a preferential basis, at a price of H1,923.25 per share for total consideration of H3,850 Crores to Green Energy Investment Holding RSC Limited ("Investorâ). On 3rd May, 2022, the shareholders of the Company, in its Extra-Ordinary General Meeting, approved such issuance of Equity shares on preferential basis to the Investor. The current principal shareholder of the Investor is IHC Capital Holding LLC, Abu Dhabi, UAE. The equity shares has been allotted on 12th May, 2022, in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable rules/regulations /guidelines, if any, prescribed by any other regulatory or statutory authorities. The Company has fully utilized the amount of H3,850 Crores towards repayment of debts and other general corporate purpose of the Company and its Subsidiaries.
Security Details and Repayment Schedule for the balances as at 31st March, 2023:
(i) Rupee Term Loan from a financial Institution aggregating to H250 Crores (as at 31st March, 2022 Nil), the facility together with all interest, further interest, fees, cost, charges, expenses and other monies payable by the Company and all other amount stipulated and payable to the lender is and shall be secured by exclusive charge created / to be created upfront by way of Deed of Hypothecation on loan and advances given by the Company to entities under Adani Green Energy Limited to the extent 1 x cover over the Sanctioned Facility at any point of time during the tenor of facility. Rupee Term loan from Financial Institutions is payable at a single repayment in financial year 2024-25. Borrowing carry an interest rate 10.75% p.a varies with the New Prime Lending Rate (NPLR).
(ii) Senior Secured USD Bonds aggregating to H6,163 Crores (As at 31st March, 2022 H5,684 Crores) are secured / to be secured by first ranking charge over the amount distributed from the Operating Projects and Operating Entities, directly or indirectly to the issuer i.e, AGEL, to the extent deposited in the Specified Operating
Account in accordance with Common Terms Deed (dated 8th September, 2021) and first ranking changes over the Specified Operating Account, Senior Debt Service Reserve Account, Senior Debt Redemption Account, the Senior Debt Restricted Amortisation Account and the Senior Debt Restricted Reserve Account. Bond
carries an interest rate of 4.375% p.a. Bonds are repayable on 8th September, 2024, due-date as per the offering circular.
(iii) Unsecured loans from related parties are repayable on mutually agreed terms within a period of five years from the date of agreement and carry an interest rate in range of 8.05% p.a. to 10.60% p.a.
(iv) Unpaid interest on borrowings from related parties at year end is added to principal amount as per terms of
the agreement, refer footnote 1 of Cashflow statement.
(v) The amount disclosed in security details is gross amount before adjustments towards unamortised cost.
(i) Working Capital Loans from Bank aggregating to H499 Crores (as at 31st March, 2022 H1,146 Crores) is secured by first charge on all present assets and security against 100% margin by Way of Fixed Deposits. The Working Capital Loans comprises loans payable through bullet payment (one time) and carries interest
rate in a range of 5.48% p.a. to 8.85% p.a.
(ii) Trade credits from Banks aggregating to H1.211 Crores (as at 31st March, 2022 H3,916 Crores) are secured or to be secured by exclusive charge on underlying equipments and subservient charge on all current assets and movable assets, both present and future of the Company. The Trade credits carries interest rate in range of
4.15% p.a. to 8.45% p.a. for domestic currency and 0.33% p.a to 6.47% p.a for foreign currency.
(iii) Unsecured loan from related party was repaid during the year and was carrying interest rate of 8.05% p.a in
previous financial year.
(iv) Unpaid interest from borrowings from related parties at year end is added to principal amount as per terms
of the agreement, refer footnote 1 of Cashflow statement.
(v) The amount disclosed in security details is gross amount before adjustments towards unamortised cost.
29 Contingent Liabilities and Commitments (to the extent not provided for) :
(i) Contingent Liabilities :
Based on the information available with the Company, there is no contingent liability as at 31st March, 2023
and 31st March, 2022.
|
(ii) Commitments : |
||
|
Particulars |
As at 31st March, 2023 |
As at 31st March, 2022 |
|
Capital Commitment (estimated amount of contracts remaining to be executed on account and not provided for) |
297 |
3 |
|
Other Commitment (estimated amount of contracts remaining to be executed on account and not provided for) |
2,383 |
1,751 |
|
2,680 |
1,754 |
The Company has elected exemption available under Ind AS 116 for short term leases and leases of low value. The lease payments associated are recognized as expense on a straight line basis over the lease term.
The Company has lease contracts for lease of land for setting up solar infrastructure park at Khavda, with lease term of 40 years. At the year end, the Company is in process of concluding the lease deed.
The weighted average incremental borrowing rate applied to lease liabilities is 10.50% p.a.
The following is the movement in Lease liabilities:
|
Particulars |
Amount |
|
Balance as at 1st April, 2021 |
- |
|
Finance costs incurred during the year |
- |
|
Payments of Lease Liabilities |
- |
|
Balance as at 31st March, 2022 |
- |
|
New lease contracts entered |
540 |
|
Finance costs incurred during the year |
129 |
|
Payments of Lease Liabilities |
(134) |
|
Balance as at 31st March, 2023 |
535 |
(i) Depreciation charges on Right of Use Assets of H34 Crores (for the year ended 31st March, 2022 Nil) and interest on lease liabilities of H129 Crores (for the year ended 31st March, 2022 Nil), has been capitalised in Capital Work In Progress considering such cost has been incurred by the Company to construct an
infrastructure asset, which is in progress as at 31st March, 2023.
(ii) For maturity profile of lease liabilities, refer note 31 of maturity profile of financial liabilities.
31 Financial Instruments, Financial Risk and Capital Management:
The Company''s risk management activities are subject to the management direction and control under the framework of Risk Management Policy as approved by the Board of Directors of the Company. The Management ensures appropriate risk governance framework for the Company through appropriate policies and procedures so that risks are identified and measured properly.
The Company''s financial liabilities (other than derivatives) comprise mainly of borrowings (including through
bonds) including interest accrued, leases, trade, capital and other payables. The Company''s financial assets (other than derivatives) comprise mainly of investments, cash and cash equivalents, other balances with banks,
loans, trade receivables and other receivables.
The Company has exposure to the following risks arising from financial instruments:
- Market risk
- Credit risk and
- Liquidity risk
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and price
risk.
i) 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. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s non current debt obligations with floating interest rates.
The Company manages its interest rate risk by having a mixed portfolio of fixed and variable rate loans and borrowings. The Company''s borrowing from bonds and related parties are at fixed rate of interest and borrowing from financial institution is at floating rate of interest.
The year end balances are not necessarily representative of the average debt outstanding during the year.
The company intends to hold investment in mutual fund for relatively shorter period of time and hence the
interest rate risk is not material to that extent.
ii) Foreign Currency risk
Foreign Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the Company''s operating and financing activities as the Company has foreign currency borrowings and import of solar and wind equipments. The Company has hedged 100% of it''s foreign currency borrowings to that extent, the Company is not exposed to foreign currency risk.
iii) Equity Price risk
The Company does not have equity price risk.
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.
Trade Receivables
Trade receivables of the Company are majorly from its related entities, related to trading transactions and State Electricity Distribution Company (DISCOM) which is Government entity. The Company is regularly receiving its dues from its related entities, DISCOM and others. Delayed payments carries interest as per the terms of agreements with related parties and DISCOM. Accordingly in relation to these dues, including overdue receivables where confirmation is received from counter parties, the Company does not foresee any Credit Risk.
Financial Guarantees
The Company has issued financial guarantees to banks and financial institutions on behalf of and in respect of loan / credit facilities availed by subsidiary companies and entities under common control. The value of
financial guarantee contracts given by the Company as at 31st March, 2023 is H8,543 Crores (as at 31st March, 2022 H8,654 Crores). The value of financial guarantee contracts denotes outstanding amount of credit facilities availed by subsidiary companies and entities under common control.
Other Financial Assets:
This comprises mainly of deposits with banks, loans, investments in mutual funds, derivative assets and other receivables. Credit risk arising from these financial assets is limited and there is no collateral held against these because the counterparties are group companies, banks and recognised financial institutions. Banks and recognised financial institutions have high credit ratings assigned by the credit rating agencies.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company monitors its risk of shortage of funds using cash flow forecasting models and matching profiles of financial assets and liabilities. These models consider the maturity of its financial investments, committed funding and projected cash flows from Company''s operations including those of subsidiaries. The Company''s objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. Having regard to the nature of the business wherein the Company is able to generate regular cash flows over a period of time, any surplus cash generated, over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in highly marketable debt mutual funds with appropriate maturities to optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities or lent to group entities (within Adani Green Energy Limited) at market determined interest rate.
The Company expects to generate positive cash flows from operations in order to meet its external financial liabilities as they fall due and also consistently monitors funding options available in the debt and capital market with a view to maintain financial flexibility. The Company also has support from related parties to extend repayment terms of borrowings due to them, as needed and has access to fund from debt market through various debt instruments.
* Gross of unamortised transaction costs.
^Carrying value of Lease liabilities is H535 Crores (as at 31st March, 2022 Nil)
Capital Management
The Company''s objectives for managing capital is to safeguard continuity and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The Company''s overall strategy remains unchanged from previous year.
The Company determine the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments through subsidiaries.
The funding requirements are met through a mixture of equity, perpetual securities, internal fund generation, and other non - current/current borrowings. The Company''s policy is to use current and non - current borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the net debt to equity ratio (Capital Gearing ratio).
The Company believes that it will able to meet all its current liabilities and interest obligations in timely
manner.
The Company''s capital management ensure that it meets financial covenants attached to the interest bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest bearing loans and borrowings in the current year. No changes were made in the objectives, policies or processes for managing capital by the Company.
Except as disclosed below, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediariesâ) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).
During the year, the loan amount of H140 Crores was advanced by the Company on various dates involving 6 transactions in the months of April 2022, May 2022, July 2022 and August 2022 to Adani Renewable Energy Holding Three Limited, a wholly owned subsidiary, which has been further advanced by this entity on same dates to Adani Hybrid Energy Jaisalmer Three Limited, a step down subsidiary. Such transactions are in compliance with the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013. Such transactions are not in violation of Prevention of Money-Laundering Act, 2002 (15 of 2003) and are in the normal course of business.
During the year, the loan amount of H86 Crores was advanced by the Company on various dates involving 5 transactions in the months of April 2022, May 2022, July 2022 and August 2022 to Adani Renewable Energy Holding Three Limited, a wholly owned subsidiary, which has been further advanced by this entity
on same dates to Adani Hybrid Energy Jaisalmer Two Limited, a step down subsidiary. Such transactions are in compliance with the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013. Such transactions are not in violation of Prevention of Money-Laundering Act, 2002 (15 of 2003) and are in the normal course of business.
During the year, the loan amount of H3 Crores was advanced by the Company on various dates involving 16 transactions in the months of April 2022, May 2022, June 2022, July 2022, August 2022 and October 2022 to Adani Renewable Energy Holding Three Limited, a wholly owned subsidiary, which has been further advanced by this entity on same dates to Adani Wind Energy Kutchh Five Limited, a subsidiary. Such transactions are in compliance with the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013. Such transactions are not in violation of Prevention of Money-Laundering Act, 2002 (15 of 2003) and are in the normal course of business.
During the year, the loan amount of H2 Crores was advanced by the Company on various dates involving 10 transactions in the months of April 2022, May 2022, June 2022, August 2022, September 2022 and October
2022 to Adani Renewable Energy Holding Three Limited, a wholly owned subsidiary, which has been further advanced by this entity on same dates to Adani Wind Energy Kutchh Three Limited, a subsidiary. Such transactions are in compliance with the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013. Such transactions are not in violation of Prevention of Money-Laundering Act, 2002 (15 of 2003)
and are in the normal course of business.
During the year, the loan amount of H11 Crores was advanced by the Company on various dates involving 2 transactions in the months of June 2022 and July 2022 to Adani Renewable Energy (MH) Limited, a wholly owned subsidiary, which has been further advanced by this entity on same dates to Vento Energy and Infra Private Limited, a subsidiary. Such transactions are in compliance with the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013. Such transactions are not in violation of Prevention of MoneyLaundering Act, 2002 (15 of 2003) and are in the normal course of business.
During the year, the loan amount of H601 Crores was advanced by the Company on various dates involving 22 transactions in the months of April 2022, May 2022, July 2022, August 2022, September 2022, October 2022, November 2022 and December 2022 to Adani Renewable Energy Holding Five Limited, a wholly owned subsidiary, which has been further advanced by this entity on same dates to Adani Hybrid Energy Jaisalmer Four Limited, a subsidiary. Such transactions are in compliance with the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013. Such transactions are not in violation of Prevention of MoneyLaundering Act, 2002 (15 of 2003) and are in the normal course of business.
During the year, the loan amount of H8 Crores was advanced by the Company on various dates involving 3 transactions in the months of August 2022 and September 2022 to Adani Renewable Energy Holding Sixteen Private Limited, a subsidiary, which has been further advanced by this entity on same dates to Adani Solar Energy RJ Two Private Limited, a subsidiary. Such transactions are in compliance with the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013. Such transactions are not in violation of Prevention of Money-Laundering Act, 2002 (15 of 2003) and are in the normal course of business.
During the year, the loan amount of H204 Crores was advanced by the Company on various dates involving 41 transactions in the months of April 2022, May 2022, June 2022, July 2022, August 2022, September 2022, October 2022, November 2022, December 2022 and January 2023 to Adani Renewable Energy Holding Nineteen Private Limited, a step down subsidiary, which has been further advanced by this entity on same dates to Adani Solar Energy Jaisalmer One Private Limited, a step down subsidiary. Such transactions are in compliance with the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013. Such transactions are not in violation of Prevention of Money-Laundering Act, 2002 (15 of 2003) and are in the normal course of business.
During the year, the loan amount of H2 Crores was advanced by the Company on various dates involving 6 transactions in the months of July 2022, August 2022 and February 2023 to Adani Renewable Energy Holding Ten Limited, a step down subsidiary, which has been further advanced by this entity on same dates to Essel Urja Private Limited, a step down subsidiary. Such transactions are not in violation of Prevention of Money- Laundering Act, 2002 (15 of 2003) and are in the normal course of business.
During the year, the loan amount of H0 Crore was advanced by the Company on various dates involving 2 transactions in the months of February 2023 to Adani Renewable Energy Holding Ten Limited, a step down subsidiary, which has been further advanced by this entity on same dates to TN Urja Private Limited, a step down subsidiary. Such transactions are in compliance with the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013. Such transactions are not in violation of Prevention of MoneyLaundering Act, 2002 (15 of 2003) and are in the normal course of business.
During the year, the loan amount of H0 Crore was advanced by the Company on various dates involving 2 transactions in the months of February 2023 to Adani Renewable Energy Holding Ten Limited, a step down subsidiary, which has been further advanced by this entity on same dates to KN Sindagi Solar Energy Private Limited, a step down subsidiary of the Company. Such transactions are in compliance with the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013. Such transactions are not in violation of Prevention of Money-Laundering Act, 2002 (15 of 2003) and are in the normal course of business.
During the year, the loan amount of H0 Crore was advanced by the Company involving 1 transaction in the month of February 2023 to Adani Renewable Energy Holding Ten Limited, a step down subsidiary, which has been further advanced by this entity on same dates to Essel Gulbarga Solar Power Private Limited, a step down subsidiary of the Company. Such transactions are in compliance with the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013. Such transactions are not in violation of Prevention of Money-Laundering Act, 2002 (15 of 2003) and are in the normal course of business.
During the year, the loan amount of H0 Crore was advanced by the Company involving 1 transaction in the month of February 2023 to Adani Renewable Energy Holding Ten Limited, a step down subsidiary, which has been further advanced by this entity on same dates to KN Muddebihal Solar Energy Private Limited, a step down subsidiary of the Company. Such transactions are in compliance with the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013. Such transactions are not in violation of Prevention of Money-Laundering Act, 2002 (15 of 2003) and are in the normal course of business.
During the year, the loan amount of H0 Crore was advanced by the Company involving 1 transaction in the month of April 2022 to Adani Renewable Energy Nineteen Private Limited, a step down subsidiary, which has been further advanced by this entity on same dates to Adani Renewable Energy Twenty Eight Private Limited, a step down subsidiary of the Company. Such transactions are in compliance with the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013. Such transactions are not in violation of Prevention of Money-Laundering Act, 2002 (15 of 2003) and are in the normal course of business.
The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. The Company, in its capacity as holding company, have received surplus funds from subsidiaries and stepped down subsidiaries through loans in the normal course of business. A portion of such surplus funds received have been invested by the Company, at its sole discretion, in other subsidiaries and stepped down subsidiaries and accordingly, for such transactions, the Company is not considered as an Intermediary entity.
Notes:
(i) Investments in subsidiaries classified as equity investments and investment in perpetual securities have been accounted at historical cost. Since these are scope out of Ind AS 109 for the purposes of
measurement, the same have not been disclosed in the tables above.
(ii) Fair value of financial assets and liabilities measured at amortised cost is not materially different from its carrying value. Further, impact of time value of money is not significant for the financial instruments classified as current. Accordingly, the fair value has not been disclosed separately.
(iii) Trade Receivables, Cash and Cash equivalents, Other bank balance, Other financial assets, Borrowings (including through bonds), Trade Payables and Other Current Financial Liabilities: Fair values approximate their carrying amounts largely due to fixed maturities of these instruments.
35 As per Indian Accounting standard 19 "Employee Benefitsâ, the disclosure as defined in the accounting
standard are given below.
The status of gratuity plan as required under Ind AS-19 :
The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and the tenure of employment.
The Company has a defined benefit gratuity plan (funded) and is governed by the Payment of Gratuity Act, 1972. Under the Act, every employee who has completed at least five year of service is entitled to gratuity benefits on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded in a very limited extent with Life Insurance Corporation of India (LIC).
Each year, the management reviews the level of funding in the gratuity fund. Such review includes the asset-liability matching strategy. The management decides its contribution based on the results of this review. The management aims to keep annual contributions relatively stable at a level such that no plan
deficits will arise.
ix. Asset Liability Matching Strategies
The Company has insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). However, given that limited funds in cash accumulation plan, the significant portion of liability is unfunded. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in an increase in liability without corresponding increase in the asset).
x. Effect of Plan on Entity''s Future Cash Flows a) Funding arrangements and Funding Policy
The Company has an insurance policy with limited funds to provide for payment of gratuity to the employees. As per requirement, every year, the insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is required to be funded by the Company.
xi. The Company has defined benefit plans for Gratuity to eligible employees, the limited contributions for which are made to Life Insurance Corporation of India who invests the funds as per Insurance Regulatory Development Authority guidelines.
The discount rate is based on the prevailing market yields of Government of India''s securities as at the balance sheet date for the estimated term of the obligations.
The expected contributions for Defined Benefit Plan for the next financial year will be in line with Financial
Year 2022-23.
Terms and conditions of transactions with related parties
Outstanding balances of related parties at the year-end are unsecured. Transactions entered into with related parties are made on terms equivalent to those that prevail in arm''s length transactions.
Note:
The names of the related parties and nature of the relationships where control exists are disclosed irrespective of whether or not there have been transactions between the related parties. For others, the names and the nature of relationships is disclosed only when the transactions are entered into by the Company with the related parties during the existence of the related party relationship. Transactions in excess of 10% of the total related party transactions for each type has been disclosed in note below.
(i) Refer footnote 1 of Cash Flow Statement for conversion of accrued Interest on ICD taken and given respectively from / to related parties in to the ICD balances as on reporting date as per the terms of Contract.
(ii) Refer footnote 2 of Cash Flow Statement for conversion of investments in the form of inter corporate deposit and interest accrued thereon in to the investments in Unsecured Perpetual Securities.
(iii) Refer note 5A in respect of details relating to securities pledged against borrowings by the subsidiaries of the Company.
(iv) For outstanding exposure against Corporate Guarantee given to banks and financial institution against credit facilities availed by Subsidiary Companies and entities under common control, refer Credit Risk on Financial Guarantee in note 31.
(v) Out of the same, the Company has made an impairment provision of 767 Crores (736 Crores on investments in perpetual securities of subsidiaries and 731 Crores on investments in the form of loans given to subsidiaries) (refer note 42 (i)).
(ii) Hedging activities Foreign Currency Risk
The Company is exposed to various foreign currency risks as explained in note 31 above. In line with the Company''s Foreign Currency & Interest Rate Risk Management Policy, the Company has hedged almost 100% of it''s foreign currency borrowings and trade transactions such as purchase of goods and materials. To that extent, the Company is not exposed to foreign currency risk.
All borrowing related hedges are accounted for as cash flow hedges.
Interest Rate Risk
The Company is exposed to interest rate risks on floating rate borrowings as explained in note 31 above.
(iii) Hedge Effectiveness
There is an economic relationship between the hedged items and the hedging instruments as the terms of the hedge contracts match the terms of hedge items. The Company has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign exchange and interest rate are identical to
the hedged risk components. To test the hedge effectiveness, the Company compares the changes in the fair value of the hedging instruments against the changes in fair value of the hedged items attributable to
the hedged risks.
(iv) Source of Hedge ineffectiveness
In case of foreign currency risk and interest rate risk, the main source of hedge ineffectiveness is the effect of the counterparty and the Company''s own credit risk on the fair value of hedge contracts, which is not reflected in the fair value of the hedged items. The effect of this is not expected to be material.
40 As per para 4 of Ind AS 108 "Operating Segments", if a single financial report contains both consolidated financial statements and the separate financial statements of the Parent Company, segment information may be presented on the basis of the consolidated financial statements. Thus, the information related to disclosure of operating segments required under Ind AS 108 "Operating Segments", is given in Consolidated
Financial Statements,
44 As at 31st March, 2021, the Company was holding 51% in Adani Solar USA Inc (ASUINC) while remaining 49% was held by Adani Global PTE Limited (AGPTE), a related party entity in Singapore. The Company and AGPTE had entered into an agreement which has resulted into transfer of management rights/control of ASUINC to AGPTE with effect from 1st June, 2021, On completion of procedural compliances, during the year
ended 31st March, 2023, the equity stake in ASUINC was transferred to AGPTE on 15th February, 2023 and a consideration of H0.04 Crore was realised.
45 Corporate Social Responsibility
As per Section 135 of the Companies Act, 2013, the Company has formed a corporate social responsibility (CSR) committee. The Company is liable to incur CSR expense as per requirement of Section 135 of Companies Act, 2013. Accordingly, it has contributed H2 Crore (Previous year - H3 Crore) to the eligible trusts specified in Schedule VII of the Companies Act, 2013.
(a) Gross amount to be spent as per section 135 of the Companies Act, 2013 : H2 Crores (for the year ended 31st
March, 2022 H3 Crore)
(b) Amount contributed during the year : H2 Crores (for the year ended 31st March, 2022 - H3 Crore)
(c) Amount spent during the year on:
(i) Construction / acquisition of any assets : Nil (Previous year - Nil)
(vii) Out of note (b) above H2 Crores (For the year ended 31st March, 2022 - H2 Crores) contributed to Adani Foundation (Related Party).
46 (a) On 30th September, 2021, the Company had completed the acquisition of SB Energy Holdings Limited, United Kingdom ("SB Energyâ). SB Energy India was a joint venture between SoftBank Group Capital Limited, Japan and Bharti Global Limited. SB Energy has approx. 5 GW renewable assets across four states in India through its SPVs. On the date of acquisition, the portfolio holds 1,700 MW of operational
renewable assets, 2,554 MW of assets under construction and 700 MW of assets for which Letter of Award is received and PPA is yet to be signed. Solar capacity accounts for 84% of the portfolio (4,180 MW), wind-solar hybrid capacity accounts for 9% (450 MW) and wind capacity accounts for 7% (324 MW). Pursuant to the acquisition, SB Energy became wholly-owned subsidiary of the Company for total consideration of H5,621 Crores paid by the Company. Further, incidental expenses relating to such investment incurred is H43 Crores.
(b) During the year ended 31st March, 2022, the Company had acquired control over Wind One Renergy
Limited (Wind One), Wind Three Renergy Limited (Wind Three) and Wind Five Renergy Limited (Wind Five) from Inox Group. These entities have aggregated operational 150 MW Wind portfolio in Gujarat having 25 years PPAs. Accordingly, Wind One, Wind Three and Wind Five became 100% subsidiary of the Company w.e.f. 14th March, 2022 on completion of the conditions precedent as per Share Purchase Agreement. On completion of procedural compliances, the shares of these entities got transferred in the name of the Company on 10th October, 2022. Purchase consideration of H3 Lakhs in respect of above investments was payable to Inox Group as at 31st March, 2022 (included under current financial libilities) which is paid in the current financial year on 10th October, 2022.
(c) During the year ended 31st March, 2022, Adani Renewable Energy (MH) Limited, a wholly-owned subsidiary of the Company had completed acquisition of Vento Energy Infra Private Limited ("VEIPL'') having 40 MW operating solar project in Odisha with long term PPA (remaining tenure of 22 years).
Accordingly, VEIPL became 100% subsidiary of the Company w.e.f 29th September, 2021.
48 The Indian Parliament has approved the Code on Social Security, 2020 (''Code'') which may impact the contributions made by the Company towards Provident Fund and Gratuity. The Company will evaluate the impact once the corresponding rules are notified and will give appropriate effect in the financial statements in the period in which the Code becomes effective and the related rules are notified.
Ministry of Corporate Affairs ("MCAâ) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On 31st March, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from 1st April, 2023, as below:
Ind AS 1 - Presentation of Financial Statements
The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Company does not expect this amendment to have any significant impact in its financial statements.
Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertaintyâ. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.
Ind AS 12 - Income Taxes
The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company does
not expect this amendment to have any significant impact in its financial statements,
50 The Company has inventorised /capitalised employee costs of H252 Crores (31st March, 2022: H180 Crores), Letter of Credit and related bank charges of H98 Crores (31st March, 2022: H253 Crores) and other expenses of H101 Crores (31st March, 2022: H66 Crores) during the year being direct costs incurred for procurement of inventories and accordingly, expenses shown in the profit and loss account are net off such amounts under
respective heads,
51 The Company do not have any transaction to report against the following disclosure requirements as notified by MCA pursuant to amendment to Schedule III:
1. Crypto Currency or Virtual Currency
2. Benami Property held under Benami Transactions (Prohibition) Act, 1988 (45 of 1988)
3. Registration of charges or satisfaction with Registrar of Companies
4. Transaction with Struck off Companies
5. Related to Borrowing of Funds:
i. Borrowing obtained on the basis of Security of Current Assets
ii. Willful defaulter
ml Utilization of borrowed fund and share premium iv. Discrepancy in utilization of borrowings
52 Du ring the year ended 31st March, 2023, a short seller report was published in which certain allegations were made involving Adani Group Companies, including Adani Green Energy Limited ("AGEL'') and its subsidiaries. A writ petition was filed in the matter with the Hon''ble Supreme Court ("SC"), and during hearing the Securities and Exchange Board of India ("SEBI") has represented to the SC that it is investigating the allegations made in the short seller report for any violations of the various SEBI Regulations. The SC in terms of its order dated 2nd March, 2023 has also constituted an expert committee to investigate and also advice into the various aspect of existing laws and regulations, and also directed the SEBI to consider certain additional aspects in its scope. During the year ended 31st March, 2023 and subsequent to year end, the Company has also provided responses to various queries by the SEBI and the Stock Exchanges. The above-mentioned investigations are in progress as of date.
To uphold the principles of good governance, the Adani Group has undertaken review of transactions referred in the short seller''s report (including those pertaining to the Company and its subsidiaries) and obtained opinions from independent law firms in respect of evaluating relationships with parties having transactions with the Company and its subsidiaries. These opinions also confirm that the Company and its subsidiaries are in compliance with the requirements of applicable laws and regulations. Based on the foregoing and pending outcome of the investigations as mentioned above, the standalone financial statement do not carry any adjustment.
53 Events occurring after the Balance sheet Date
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. As of 1st May, 2023, there are no subsequent
events to be recognized or reported.
54 Approval of financial statements
The financial statements were approved for issue by the board of directors on 1st May, 2023.
Mar 31, 2022
(i) Details of Equity Shares/ Compulsorily Convertible Debentures/ Optionally Convertible Debentures/ Non Convertible Debentures/ Optionally Convertible Preference Shares/ Compulsorily Convertible Preference Shares pledged by the Company as security for secured loans availed by respective subsidiaries from banks / financial institutions is as under.
Equity Shares of Adani Renewable Energy (KA) Limited, 76,53,200 shares (31st March, 2021: 76,53,200 shares).
Compulsorily Convertible Debentures of Adani Renewable Energy (KA) Limited, 7,34,160 debentures (31st March,
2021: 7,34,160 debentures),
equity Shares of adani Wind energy (Gujarat) Private limited, 1,69,62,600 shares (31st march, 2021: 1,69,62,600
shares),
equity Shares of adani Wind energy Kutchh One limited (Formerly Known as adani Green energy (MP) limited),
11,80,23,694 shares (31st March, 2021: 11,80,23,694 shares),
compulsorily convertible Debentures of adani Wind energy Kutchh One limited (Formerly Known as adani Green Energy (MP) Limited), 84,39,000 debentures (31st March, 2021: 84,39,000 debentures).
Optionally convertible Debentures of Wind One Renergy limited (formerly known as Wind One Renergy Private Limited), 41,00,000 debentures (31st March, 2021 41,00,000 debentures).
Optionally convertible Debentures of Wind Three Renergy limited (formerly known as Wind Three Renergy Private Limited), 48,91,955 debentures (31st March, 2021: 48,91,955 debentures).
5 Financial Assets : Investments (contd.)
Non Convertible Debentures of Wind One Renergy Limited (formerly known as Wind One Renergy Private Limited), 5,000 debentures (31st March, 2021: 5,000 debentures).
Non convertible Debentures of Wind Three Renergy limited (formerly known as Wind Three Renergy Private Limited), 4,467 debentures (31st March, 2021: 4,467 debentures).
Equity Shares of Dinkar Technologies Private Limited, 20,813 shares (31st March, 2021: Nil shares).
Equity Shares of Surajkiran Renewable Resources Private Limited, 42,440 shares (31st March, 2021: 42,440 shares).
Compulsory Convertible Debentures of Surajkiran Renewable Resources Private Limited, 43,500 debentures
(31st March, 2021 43,500 debentures).
Equity Shares of Surajkiran Solar Technologies Private Limited, 54,803 shares (31st March, 2021: 54,803 shares).
Compulsory Convertible Debenture of Surajkiran Solar Technologies Private Limited, 44,861 debentures (31st March, 2021: 44,861 debentures).
Optionally Convertible Debentures of Wind Five Renergy Limited (formerly known as Wind Five Renergy Private Limited), 65,06,000 debentures (31st March, 2021 65,06,000 debentures).
Equity Shares of Adani Wind Energy Kutchh Four Limited (Formerly known as Adani Wind Energy (GJ) Limited),
6,11,89,810 shares (31st March, 2021 6,11,89,810 shares).
Compulsorily Convertible Debentures of Adani Wind Energy Kutchh Four Limited (Formerly known as Adani Wind Energy (GJ) Limited), 58,79,290 debentures (31st March, 2021 Nil debentures).
Equity Shares of Adani Solar Energy Kutchh Two Private Limited (Formerly known as Gaya Solar (Bihar) Private
Limited), 2,65,20,000 shares (31st March, 2021 2,65,20,000 shares).
Equity Shares of Spinel Energy & Infrastructure Limited, 25,947 shares (31st March, 2021: Nil shares).
Compulsorily Convertible Debentures of Spinel Energy & Infrastructure Limited, 71,105 debentures (31st March, 2021 Nil debentures).
Optionally Convertible Preference Share of Spinel Energy & Infrastructure Limited, 2,29,500 shares (31st March, 2021 Nil shares).
Compulsorily Convertible Preference Share of Spinel Energy & Infrastructure Limited, 2,668 shares (31st March, 2021 Nil shares).
(ii) Conversion of Compulsory Convertible Debenture:
Compulsorily Convertible Debentures shall be converted into equity shares using conversion ratio which is face value divided by price per equity share as determined by valuation methodology at the time of conversion.
(iii) Conversion of Non Cumulative Compulsory Convertible Preference Shares:
Non Cumulative Compulsory Convertible Preference Shares carries dividend rate of 0.01% and tenure of the
same is 30 years.
(iv) Conversion of Optionally Convertible Debenture:
Optionally Convertible Debentures shall be converted into equity shares at the sole option of the Company on
the maturity date.
(v) Terms of Conversion of Unsecured Perpetual Securities ("Securities"):
These Securities are perpetual in nature with no maturity or redemption and are callable only at the option of the issuer. The distribution on these Securities are cumulative and at the discretion of the issuer at the rate of
10.60% p.a.
(i) The Company has subscribed rupee denominated, unlisted, unsecured 1,68,869 non-convertible debentures of H 1,689 crores each of a face value of H 1,00,000 issued by Adani Green Energy twenty three Limited (AGE23L) against transfer of subsidiaries securities which shall be reedemed after the expiry of 10 (ten) years from the
Date of Allotment i.e. 3rd April, 2020.
The Company will receive, on an annual basis, a fixed coupon at 0.01% per annum ("Fixed Couponâ) on the outstanding amounts on the Debentures and as per the terms, AGE23L can pay incremental coupon based on excess cash available after complying with the it''s obligation to total Solar Singapore Pte limited under clause 13 of joint venture agreement , subject to a maximum fixed coupon not exceeding 15% per annum of the outstanding amount of the Debentures. The said instrument of NCD is treated as Compound Financial Instruments.
(ii) the company has entered into contracts of trading of Solar Power Generation System and Wind turbine Generators with various parties and also long term power purchase agreement with a state distribution company for period of 25 years, hence management is reasonably certain that the carried forward losses and unabsorbed depreciation will be utilized. Unabsorbed depreciation can be utilised at any time without any restriction or time-frame.
(iii) Expected Credit Loss (ECL)
Trade receivables of the Company are majorly from its related parties, related to trading transactions and State Electricity Distribution Company (DISCOM) which is Government entity with credit period of 30-45 days. The Company is regularly receiving its dues from its related entities, DISCOM and others. Delayed payments carries interest as per the terms of agreements with related parties and DISCOM. Accordingly in relation to these dues,
the Company does not foresee any Credit Risk.
b. Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of H 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders. The dividend proposed by the Board of Directors if any, is subject to the approval of shareholders in the ensuring Annual General Meeting, except in case of interim dividend.
The Company has issued Unsecured Perpetual Security to Adani Properties Private Limited. This security is perpetual in nature with no maturity or redemption and is repayable only at the option of the issuer. The distribution on this security is cumulative and at the discretion of the issuer at the rate of 11.00% p.a. where the issuer has an unconditional right to defer the same. As this security is perpetual in nature and ranked senior only to the Share Capital of the issuer and the issuer does not have any redemption obligation, this is considered to be in the nature of equity instruments.
(i) Retained earnings represents the amount that can be distributed by the company as dividends considering the requirements of the Companies'' Act, 2013.
(ii) The Company has declared cumulative interest on Unsecured Perpetual Debt amounting to H 82 crores
(previous year H 82 Crores),
(iii) Pursuant to the sanction of the Scheme of Arrangement among Adani Enterprise Limited (AEL) and the Company and their respective shareholders and creditors, the Renewable Power Undertaking of AEL had been transferred to the company with appointed date of 1st April, 2018. The excess of the value of equity shares allotted to the shareholders of AEL over the book value of assets and liabilities transferred had been
recorded as capital reserve.
(iv) The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on hedging instruments that are accumulated under cash flow hedging reserve will be reclassified to profit or loss when the hedged transaction affects the profit or loss.
(a) Senior Secured USD Bonds aggregating to H 5,684 Crores (As at 31st March, 2021 Nil) are secured /to be secured by first ranking charge over the amount distributed from the Operating Projects and Operating Entities, directly or indirectly to the issuer i.e, AGEL, to the extent deposited in the Specified Operating Account in
accordance with common terms Deed (dated 8th September, 2021) and first ranking changes over the Specified Operating Account, Senior Debt Service Reserve Account, Senior Debt Redemption Account, the Senior Debt Restricted Amortisation Account and the Senior Debt Restricted Reserve Account. The same carries an interest
rate of 4.375% p.a. The Bonds are repayable on 8th September, 2024, due-date as per the offering circular.
The amount disclosed in security details is gross amount before adjustments towards unamortised cost.
(b) (i) Unsecured loans from related parties are repayable on mutually agreed terms within a period of five years from the date of agreement and carry an interest rate in range of 8.05% p.a. to 10.60% p.a.
(b) (ii) Unpaid interest at year end is added to principal amount as per terms of the agreement, refer footnote 1 of Cashflow statement.
(i) Short term Loan from Bank aggregating to H 1,146 Crores (as at 31st march, 2021 H 691 crores) is secured by first charge on all present assets and security against 100% margin by Way of Fixed Deposits. The same is payable in bullet payment (one time) and carries interest rate in a range of 6.40% p.a. to 7.75% p.a.
(ii) Trade credits from Banks aggregating to H 3,916 Crores (As at 31st March, 2021 H 2,488 Crores) are secured or to be secured by exclusive charge on underlying equipments and subservient charge on all current assets and movable assets, both present and future of the Company. The same carries interest rate in range of
4.10% p.a. to 7.25% p.a. for domestic currency and 0.25% p.a to 0.75% p.a for foreign currency.
(iii) Unsecured loan from related party is repayable on mutually agreed terms within a period of 1 year and carry
interest rate of 8.05% p.a.
(iv) Unpaid interest at year end is added to principal amount as per terms of the agreement, refer footnote 1 of
Cashflow statement.
(v) The amount disclosed in security details is gross amount before adjustments towards unamortised cost.
30 Financial Instruments, Financial Risk and Capital Management:
The Company''s risk management activities are subject to the management direction and control under the framework of Risk Management Policy as approved by the Board of Directors of the Company. The Management ensures appropriate risk governance framework for the company through appropriate policies and procedures so that risks are identified and measured properly.
The Company''s financial liabilities (other than derivatives) comprise mainly of borrowings, trade and other payables. The Company''s financial assets (other than derivatives) comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other receivables.
The Company has exposure to the following risks arising from financial instruments:
- market risk
- credit risk and
- Liquidity risk
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and price risk.
i) 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. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with fixed and floating interest rates.
The Company manages its interest rate risk by having a mixed portfolio of fixed and variable rate loans and borrowings. In current year, the Company''s borrowing from banks, financial institutions, bonds and
related parties are at fixed rate of interest.
In previous year the Company''s borrowing from banks was at floating rate of interest. Borrowings from Financial Institutions and related parties were at fixed rate of interest.
The sensitivity analysis have been carried out based on the exposure to interest rates for instruments not hedged against interest rate fluctuations at the end of the reporting periods. The said analysis has been carried on the amount of floating rate non - current borrowings outstanding at the end of the reporting period. A 50 basis point increase or decrease represents the management''s assessment of the
reasonably possible change in interest rates.
Foreign Currency risk
Foreign Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the Company''s operating and financing activities. The Company has hedged 100% of it''s foreign currency borrowings to that extent, the Company is not exposed to foreign currency risk.
iii) Price risk
The Company''s exposure to price risk in investments in mutual funds is classified at fair value through profit or loss. Management monitors the investments closely to mitigate its impact on profit and cash flows.
Credit risk Trade Receivable:
trade receivables of the company are majorly from its related entities, related to trading transactions and State Electricity Distribution Company (DISCOM) which is Government entity. The Company is regularly receiving its dues from its related entities, DISCOM and others. Delayed payments carries interest as per the terms of agreements with related parties and DISCOM. Accordingly in relation to these dues, the Company does not foresee any Credit Risk.
Other Financial Assets:
This comprises mainly of deposits with banks, investments in mutual funds and other intercompany receivables. Credit risk arising from these financial assets is limited and there is no collateral held against these because the counterparties are group companies, banks and recognised financial institutions. Banks and recognised financial institutions have high credit ratings assigned by the international credit rating agencies.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company''s objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity of funding and flexibility is maintained through continued support from lenders, trade creditors as well as through issue of equity shares.
the company expects to generate positive cash flows from operations in order to meet its external financial liabilities as they fall due. The Company has support from other group entities to extend repayment terms of borrowings, as needed.
Capital Management
the company''s objectives for managing capital is to safeguard continuity and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The Company''s overall strategy remains unchanged from previous year.
the company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments.
The funding requirements are met through a mixture of equity, internal fund generation, and other non - current/current borrowings. The Company''s policy is to use current and non - current borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the net debt to
equity ratio (Capital Gearing ratio).
The Company believes that it will able to meet all its current liabilities and interest obligations in timely
manner.
The Company''s capital management ensure that it meets financial covenants attached to the interest bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest bearing loans and borrowings in the current year. No changes were made in the objectives, policies or processes for managing capital by the Company.
(i) Investments in subsidiaries classified as equity investments have been accounted at historical cost. Since these are scope out of ind AS 109 for the purposes of measurement, the same have not been
disclosed in the tables above.
(ii) Fair value of financial assets and liabilities measured at amortised cost is not materially different from its carrying value. Further, impact of time value of money is not significant for the financial instruments classified as current. Accordingly, the fair value has not been disclosed separately.
(i) The fair values of investments in mutual fund units is based on the net asset value (''NAV'').
(ii) The fair values of the derivative financial instruments has been determined using valuation techniques with market observable inputs as at reporting date. The models incorporate various inputs including the credit quality of counter-parties and foreign exchange rates.
34 As per Indian Accounting standard 19 "Employee Benefits", the disclosure as defined in the accounting
standard are given below.
The status of gratuity plan as required under Ind AS-19 :
The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and the tenure of employment.
The Company has a defined benefit gratuity plan (funded) and is governed by the Payment of Gratuity Act, 1972. Under the Act, every employee who has completed at least five year of service is entitled to gratuity benefits on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India (LIC).
viii. Asset Liability Matching Strategies
The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in an increase in liability without corresponding increase in the asset).
ix. Effect of Plan on Entity''s Future Cash Flows
a) Funding arrangements and Funding Policy
The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is
funded by the Company.
b) Expected Contribution during the next annual reporting period
the company''s best estimate of contribution during the next year is H 24 Crores (as at 31st March,
2021 H 17 Crores).
x. The Company has defined benefit plans for Gratuity to eligible employees, the contributions for which are made to Life insurance corporation of india who invests the funds as per Insurance Regulatory Development Authority guidelines.
the discount rate is based on the prevailing market yields of Government of india''s securities as at the
balance sheet date for the estimated term of the obligations.
The expected contributions for Defined Benefit Plan for the next financial year will be in line with
Financial Year 2020-21.
Terms and conditions of transactions with related parties
Outstanding balances of related parties at the year-end are unsecured. Transactions entered into with related parties are made on terms equivalent to those that prevail in arm''s length transactions.
Note:
The names of the related parties and nature of the relationships where control exists are disclosed irrespective of whether or not there have been transactions between the related parties. For others, the names and the nature of relationships is disclosed only when the transactions are entered into bythe Company with the related parties during the existence of the related party relationship.
(ii) Hedging activities Foreign Currency Risk
The Company is exposed to various foreign currency risks as explained in note 30 above. In line with the Company''s Foreign Currency & interest Rate Risk Management Policy, the Company has hedged 100% of it''s foreign currency borrowings to that extent, the Company is not exposed to foreign currency risk.
All these hedges are accounted for as cash flow hedges.
Interest Rate Risk
The company was exposed to interest rate risks on floating rate borrowings in previous year as explained
in note 30 above.
(iii) Hedge Effectiveness
There is an economic relationship between the hedged items and the hedging instruments as the terms
of the hedge contracts match the terms of hedge items. The Company has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign exchange and interest rate are identical to the hedged risk components. To test the hedge effectiveness, the Company compares the changes in the fair value of the hedging instruments against the changes in fair value of the hedged
items attributable to the hedged risks.
(iv) Source of Hedge ineffectiveness
in case of foreign currency risk and interest rate risk, the main source of hedge ineffectiveness is the effect of the counterparty and the company''s own credit risk on the fair value of hedge contracts, which is not reflected in the fair value of the hedged items. The effect of this is not expected to be material.
39 As per para 4 of Ind AS 108 "Operating Segments", if a single financial report contains both consolidated financial statements and the separate financial statements of the Parent Company, segment information may be presented on the basis of the consolidated financial statements. Thus, the information related to disclosure of operating segments required under ind AS 108 "Operating Segmentsâ, is given in Consolidated
Financial Statements,
40 The Details of loans and advances of the Company outstanding at the end of the year, in terms of regulation 53 (F) and 34 (3) read together with para A of Schedule V of SEBI (Listing Obligation and Disclosure
Regulation, 2015),
41 Exceptional Items:
(i) On 30th September, 2021, the Company had completed the acquisition of SB Energy Holdings Limited, United Kingdom ("SB Energyâ). SB Energy was a joint venture between SoftBank Group Capital Limited, Japan and Bharti Global Limited. The gain on settlement of derivative contracts entered for payment of purchase consideration for the above acquisition amounting to H 41 Crores has been shown as exceptional Items in the year ended 31st March, 2022.
(ii) The company, Adani Green Energy Twenty Three Limited (AGE23L) and TOTAL Solar Singapore Pte Limited (TOTAL) have entered into a tripartite Joint Venture Agreement (JVA) dated 3rd April, 2020.
As per the terms of JVA, the Company has transferred its beneficial interest in the equity shares and compulsory convertible preference shares (ccPS) in certain subsidiaries (adani Green energy (Tamilnadu) limited, Kamuthi Renewable energy limited, Kamuthi Solar Power limited, Ramnad Renewable energy Limited, Ramnad Solar Power Limited, Adani Green Energy (UP) Limited, Parampujya Solar Energy Private Limited, Prayatna Developers Private Limited, Adani Renewable Energy (RJ) Limited, Wardha Solar (Maharashtra) Private limited, and Kodangal Solar Parks Private limited) housing operating Solar power projects with a total capacity of 2,148 MW to AGE23L for an overall consideration of H 1,689 Crores. The total consideration has been settled through cash receipt of H 4 Lakhs and balance through subscription of 0.01% p.a. 1,68,969 unlisted, unsecured Non-Convertible Debentures of AGE23L. The said transaction has been completed on 7th april, 2020 after receipt of due regulatory and statutory approvals. The resultant Gain of H 135 crores on account of above transactions was recognised as exceptional item during the year ended 31st March, 2021.
(iii) During the previous year, the Company had prematurely repaid its borrowings. On account of such prepayment, the company had recognised onetime expenses aggregating to H 13 crores relating to unamortized portion of other borrowing cost which was recognised as exceptional item.
42 Assets Classified as Held for Sale
During the year ended 31st March, 2020, the Company entered into an investment Agreement (iA) to dispose off its investments in adani Phouc minh Solar Power company Limited (APMSPcl) and adani Phouc minh Wind
Power Company Limited (APMWPCL) having 77,1 MW renewable projects in Vietnam, Accordingly, investments in APMSPCL and APMWPCL are classified as held for sale as on 31st March, 2021, During the current year these
investments have been transferred to it''s wholly owned subsidiaries,
44 As at 31st March, 2021, the Company was holding 51% in Adani Solar USA Inc (ASUINC) while remaining 49% was held by Adani Global PTE Limited (AGPTE). During the year ended 31st March, 2022, the Company and AGPTE have entered into an agreement which has resulted into transfer of management rights / control of ASUINC to AGPTE with effect from 1st June, 2021. The transfer of equity stake to AGPTE is pending on account of regulatory compliances, and the investment in ASUINC has been fair valued in line with agreed contracted rates with AGPTE.
45 Corporate Social Responsibility
As per Section 135 of the companies act, 2013, a corporate social responsibility (cSR) committee has been formed by the Company. The Company is liable to incur CSR expense as per requirement of Section 135 of Companies Act, 2013. Accordingly, it has contributed H 3 crore (Previous year - H 0 crore) to the eligible trusts specified in Schedule VII of the Companies Act, 2013.
(a) Gross amount to be spent as per section 135 of the companies act, 2013 : H 3 crores (for the year ended
31st march, 2021 H 0 crore)
46 (a) On 30th September, 2021, the Company had completed the acquisition of SB Energy Holdings Limited, United Kingdom ("SB Energyâ). SB Energy India was a joint venture between SoftBank Group Capital Limited, Japan and Bharti Global Limited. SB Energy has approx. 5 GW renewable assets across four states in India through its SPVs. On the date of acquisition, the portfolio holds 1,700 MW of operational renewable assets, 2,554 MW of assets under construction and 700 MW of assets for which Letter of Award is received and PPA is yet to be signed. Solar capacity accounts for 84% of the portfolio (4,180 MW), wind-solar hybrid capacity accounts for 9% (450 MW) and wind capacity accounts for 7% (324 MW). Pursuant to the acquisition, SB Energy became wholly-owned subsidiary of the Company for total consideration of H 5,621 Crores paid by the Company. Further, incidental expenses relating to such investment incurred is H 43 Crores.
(b) During the year ended 31st march, 2022, the company has acquired control over Wind One Renergy
Limited (Wind One), Wind three Renergy Limited (Wind three) and Wind Five Renergy Limited (Wind Five) from Inox Group. These entities have aggregated operational 150 MW Wind portfolio in Gujarat having 25 years PPAs. Accordingly, Wind One, Wind Three and Wind Five became 100% subsidiary of the Company w.e.f. 14th march, 2022 on completion of the conditions precedent as per Share Purchase Agreement. Pending procedural compliances, the shares of these entities are pending transfer in the name of the Company. Purchase consideration of H 3 lakhs in respect of above investments is payable to Inox Group as at 31st March, 2022 (included under current financial libilities).
(c) During the year ended 31st March, 2022, Adani Renewable Energy (MH) Limited, a wholly-owned subsidiary of the Company had completed acquisition of Vento Energy infra Private Limited ("VEIPL'') having 40 MW operating solar project in Odisha with long term PPA (remaining tenure of 22 years).
Accordingly, VEIPL became 100% subsidiary of the Company w.e.f. 29th September, 2021.
(d) During the year ended 31st March, 2020, the Company signed a Securities Purchase Agreement (SPA) with Essel Green Energy Private Limited and Essel Infraprojects Limited for acquisition (by itself or through an affiliate) of 205 MW operating solar assets (10 SPVs). All the assets have long term Power Purchase Agreements (PPAs) with various state electricity distribution companies.
During the previous year, the Company through its 100% subsidiary Adani Renewable Energy Holding Ten Limited (Formerly known as Adani Green Energy Ten Limited) completed the acquisition of 205 MW
operating solar assets.
Subsequently, The Company, Adani Green Energy Twenty Three Limited (AGE23L) and TOTAL Solar Singapore Pte Limited (TOTAL) entered into a Joint Venture Amendment Agreement ("JVA Amendmentâ) on 14th October, 2020. As per the terms of JVA Amendment, the Company transferred its beneficial interest in 205 MW operating solar assets (10 SPVs) to AGE23L for a consideration of H 231 Crores in the form of Compulsorily Convertible Debentures. TOTAL had further invested H 310 Crores as NonConvertible Debentures (Stapled Instrument) at the same terms and conditions as the earlier investment in AGE23L.
(e) On 22nd January, 2021, the Company signed a Securities Purchase Agreement (SPA) with Hindustan Cleanenergy Limited and Peridot Power Ventures Limited for acquisition of (by itself or through an affiliate) of 100% of Shares and all securities of Spinel Energy & Infrastructure Limited ("SEIL'') having 20 MW operating solar assets. SEIL is engaged in the business of Generation of Electricity using
Renewable Energy and having assets located in Mahoba, Uttar Pradesh having long term Power Purchase Agreements (PPAs) with UP state Discom. On completion of the conditions precedent to SPA,
SEIL became wholly owned subsidiary of the Company w.e.f. 26th March, 2021.
(f) On 19th March, 2021, the Company signed a Securities Purchase Agreement (SPA) with Skypower Southeast Asia III Investment Ltd and Skypower Southeast Asia Holdings 2 Ltd for acquisition of (by itself or through an affiliate) of 100% of Shares and all securities of Surajkiran Renewable Resources Private Limited ("SRRPL'') having 50 MW operating solar assets. SRRPL is engaged in the business of Generation of Electricity using Renewable Energy and having assets located in Telengana having long term Power Purchase Agreements (PPAs) with Southern Power Distribution Company of Telangana Limited. On completion of the conditions precedent to SPA, SRRPL became wholly owned subsidiary of the Company w.e.f. 30th March, 2021.
(g) On 23rd March, 2021, the Company signed a Securities Purchase Agreement (SPA) with Sterling and Wilson Private Limited for acquisition of (by itself or through an affiliate) of 100% of Shares and all securities of Dinkar Technologies Private Limited ("DTPL'') and Surajkiran Solar Technologies Private
Limited ("SSTPL'') having 24.94 MW and 50 MW operating solar assets respectively. DTPL and SSTPL are engaged in the business of Generation of Electricity using Renewable Energy and having assets located in Telangana having long term Power Purchase Agreements (PPAs) with Southern Power Distribution Company of Telangana Limited. On completion of the conditions precedent to SPA, DTPL and SSTPL
became wholly owned subsidiary of the Company w.e.f. 25th March, 2021.
47 The Indian Parliament has approved the Code on Social Security, 2020 (''Code'') which may impact the contributions made by the Company towards Provident Fund and Gratuity. The Company will evaluate the impact once the corresponding rules are notified and will give appropriate effect in the financial statements in the period in which the Code becomes effective and the related rules are notified.
48 Previous year''s figures have been regrouped wherever necessary to confirm to this year''s classification.
49 Recent Pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On 23rd March, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable from 1st April,
2022, as below:
Ind AS 16 - Property, Plant and Equipment
The amendment clarifies that excess of net sale proceeds of items produced over the cost of testing, if any, shall not be recognised in the profit or loss but deducted from the directly attributable costs considered as part of cost of an item of property, plant, and equipment. The effective date for adoption of this amendment is annual periods beginning on or after 1st April, 2022. The Company has evaluated the amendment and expect the amendment to have no material impact in its financial statements.
Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets
The amendments specify that that the ''cost of fulfilling'' a contract comprises the ''costs that relate directly to the contract''. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials etc.) or an allocation of other costs that relate directly to fulfilling contracts. The amendment is essentially a clarification and the Company does not expect the
amendment to have any material impact in its financial statements.
50 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediariesâ) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the funding party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
51 The Company has inventorised employee costs of H 180 Crores (31st March, 2021: H 104 Crores), Letter of Credit and related bank charges of H 253 Crores (31st March, 2021: H 113 Crores) and other expenses of H 66 Crores (31st March, 2021: H 47 Crores) during the year being direct costs incurred for procurement of inventories and accordingly, expenses shown in the profit and loss account are net off such amounts under
respective heads.
52 Based on the information available with the Company, there are no transactions with struck off companies.
53 Events occurring after the Balance sheet Date
Subsequent to 31st March, 2022, the board of directors of the Company, in their meeting held on 8th April, 2022 have approved the transaction for issue of 20,018,198 equity shares of face value of H 10 each of the company, for total consideration of H 3,850 Crores to Green Energy Investment Holding RSC Limited ("Investorâ), on a preferential basis. The current principal shareholder of the Investor is IHC Capital Holding LLC, Abu Dhabi, UAE. The transaction is subject to approval of regulatory / statutory authorities and the shareholders of the Company.
The company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any
of these events and transactions in the financial statements. As of 4th may, 2022, there are no subsequent events to be recognized or reported except disclosed above.
54 Approval of financial statements
The financial statements were approved for issue by the board of directors on 4th May, 2022.
Mar 31, 2021
s Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognised when the Company 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. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When the Company 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 a provision is presented in the Statement of Profit and Loss net of any reimbursement. The unwinding of the discount is recognised as finance cost. Expected future operating losses are not provided for.
Contingent liabilities are not recognised but are disclosed in the notes. Contingent assets are not recognised but are disclosed in the notes where an inflow of economic benefits is probable.
t Impairment of non-financial assets
At the end of each reporting period, the Company reviews the carrying amounts of non-financial assets, other than inventories and deferred tax assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Each CGU represents the smallest group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or CGUs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately in the Statement of Profit and Loss . Impairment loss recognised in respect of a CGU is allocated to reduce the carrying amounts of the other assets of the CGU (or group of CGUs) on a pro rata basis.
u Cash and Cash Equivalents
Cash and cash equivalents is in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. Cash and cash equivalents for the purpose of Statement of Cash Flow comprise cash and cheques in hand, bank balances, demand deposits with banks where the original maturity is three months or less.
v Asset held for sale
Non-current assets or disposal group are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sale of such asset or disposal group and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. As at each balance sheet date, the management reviews the appropriateness of such classification.
Non-current assets or disposal group classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.
The Company treats sale/distribution of the asset or disposal group to be highly probable when:-
⢠the appropriate level of management is committed to a plan to sell the asset (or disposal group),
⢠an active programme to locate a buyer and complete the plan has been initiated (if applicable),
⢠the asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation
to its current fair value,
⢠the sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and
⢠actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Property, plant and equipment and intangible assets once classified as held for sale/distribution to owners are not depreciated or amortised.
3.1 Use of estimates and judgements
The preparation of the Company''s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures including contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. Existing circumstances and assumptions about future developments may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
i) Useful lives and residual value of property, plant and equipment (refer note 4.1)
In case of the power plant assets, in whose case the life of the assets has been estimated at 25 years for wind power generation projects based on technical assessment, taking into account the nature of the assets, the estimated usage of the asset, the operating condition of the asset, anticipated technological changes, manufacturer warranties and maintenance support, except for major some components identified during the year, depreciation on the same is provided based on the useful life of each such component based on technical assessment, if materially different from that of the main asset.
ii) Fair value measurement of financial instruments
In estimating the fair value of financial assets and financial liabilities, the Company uses market observable data to the extent available. Where such Level 1 inputs are not available, the Company establishes appropriate valuation techniques and inputs to the model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
⢠Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
⢠Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable.
⢠Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
iii) Defined benefit plans (gratuity benefits) (refer note 34)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
iv) Taxes
Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies and future recoverability of deferred tax assets.
v) Impairment of Non Financial Assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value
less costs of disposal calculation is based on available data for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted future cashflows model. The recoverable amount is sensitive to the discount rate used
for the discounted future cashflows model as well as the expected future cash-inflows and the growth rate used.
vi) Recognition and measurement of provision and contingencies (refer note 29)
The Company recognises a provision if it is probable that an outflow of cash or other economic resources will be required to settle the provision. If an outflow is not probable, the item is treated as a contingent liability. Risks and uncertainties are taken into account in measuring a provision.
Notes:
i) Of the above shares 76,53,200 shares (as at 31st March, 2020 76,53,200 shares) have been pledged by the Company as additional security for secured loan availed by Adani Renewable Energy (KA) Limited.
ii) Of the above Compulsorily Convertible Debentures 7,34,160 debentures (as at 31st March, 2020 7,34,160 debentures) have been pledged by the Company as additional security for secured loan availed by Adani Renewable Energy (KA) Limited.
iii) Of the above shares 1,69,62,600 shares (as at 31st March, 2020 1,69,62,600 shares) have been pledged by the Company as additional security for secured loan availed by Adani Wind Energy (Gujarat) Private Limited.
iv) Of the above shares 11,80,23,694 shares (as at 31st March, 2020 11,80,23,694 shares) have been pledged by the Company as additional security for secured loan availed by Adani Wind Energy Kutchh One Limited (Formerly Known as Adani Green Energy (MP) Limited).
v) Of the above Compulsorily Convertible Debentures 85,84,000 debentures (as at 31st March, 2020 84,39,000 debentures) have been pledged by the Company as additional security for secured loan availed by Adani Wind Energy Kutchh One Limited (Formerly Known as Adani Green Energy (MP) Limited).
vi) Of the above Optionally Convertible Debentures 41,00,000 debentures (as at 31st March, 2020 41,00,000 debentures) have been pledged by the Company as additional security for secured loan availed by Wind One Renergy Private Limited.
vii) Of the above Optionally Convertible Debentures 48,91,955 debentures (as at 31st March, 2020 48,91,955 debentures) have been pledged by the Company as additional security for secured loan availed by Wind Three Renergy Private Limited,
viii) Of the above Non Convertible Debentures 5,000 debentures (as at 31st March, 2020 5,000 debentures) have been pledged by the Company as additional security for secured loan availed by Wind One Renergy
Private Limited.
ix) Of the above Non Convertible Debentures 4,467 debentures (as at 31st March, 2020 4,467 debentures) have been pledged by the Company as additional security for secured loan availed by Wind Three Renergy
Private Limited,
x) Conversion of Compulsory Convertible Debenture:
Compulsorily Convertible Debentures shall be converted into equity shares using conversion ratio which is face value divided by price per equity share as determined by valuation methodology at the time of
conversion,
xi) Conversion of Non Cumulative Compulsory Convertible Preference Shares:
Non Cumulative Compulsory Convertible Preference Shares carries dividend rate of 0.01% and tenure of
the same is 30 years,
xii) Conversion of Optionally Convertible Debenture:
Optionally Convertible Debentures shall be converted into equity shares at the sole option of the Company
on the maturity date,
xiii) Of the above shares 40,809 shares (as at 31st March, 2020 Nil shares) have been pledged by the Company as additional security for secured loan availed by Dinkar Technologies Private Limited.
xiv) Of the above shares 42,446 shares (as at 31st March, 2020 Nil shares) have been pledged by the Company as additional security for secured loan availed by Surajkiran Renewable Resources Private Limited.
xv) Of the above shares 43,500 Compulsory Convertible Debenture (as at 31st March, 2020 Nil) have been pledged by the Company as additional security for secured loan availed by Surajkiran Renewable Resources
Private Limited,
xvi) Of the above shares 54,804 shares (as at 31st March, 2020 Nil shares) have been pledged by the Company as additional security for secured loan availed by Surajkiran Solar Technologies Private Limited.
xvii) Of the above debentures 44,861 Compulsory Convertible Debenture (as at 31st March, 2020 Nil) have been pledged by the Company as additional security for secured loan availed by Surajkiran Solar Technologies
Private Limited,
Mar 31, 2019
Note:
Retained earnings represents the amount that can be distributed by the Company as dividends considering the requirements of the Companies'' Act, 2013.
Notes:
(a) Security details and Repayment schedule for the balances as at 31st March, 2019
(i) Rupee term loans from Banks aggregating to Rs,3,847.98 lakhs (as at 31st March, 2018 Rs,4,273.00 lakhs) are secured /
to be secured by first charge on all immovable assets and movable assets including current assets of the company. The same carries an interest rate in range of 9% p.a. to 11% p.a. Rupee term loan from Bank are payable in 68 structured quarterly installments starting from Financial Year 2017-18.
(ii) Rupee term loans from Banks aggregating to Rs,1,75,000 lakhs (as at 31st March 2018 Rs,1,50,000 lakhs) are secured/ to
be secured by first charge on Loan and Advances, Investment and Current Assets of the company. The same carries an interest rate in range of 9% p.a. to 11% p.a. Rupee term loan from Bank are payable in 14 structured quarterly installments starting from Financial Year 2019-20.
(b) Repayment schedule for the balances as at 31st March, 2019.
(i) Unsecured term loans from related party of 5,850.18 Lakhs (as at 31st March, 2018 75,729.38 lakhs) are repayable on mutually agreed dates after a period of more than 1 year from balance sheet date and carry an interest rate in range of 10.50% p.a. to 10.70% p.a.
Notes:
(i) Trade credits from Banks aggregating to Rs,54,113.12 lakhs (as at 31st March 2018 Rs,64,802.68 lakhs) are secured or to be secured by exclusive charge on underlying equipments and subservient charge on all current assets and movable fixed assets, both present and future of the borrower. The same carries an interest rate in range of 8.00% p.a. to 10.30% p.a. for domestic currency and 1.90% p.a. to 3.80% p.a, for Foreign Currency.
(ii) Rupee term loans from Banks aggregating to Nil (as at 31st March 2018 Rs,25,000 lakhs) are secured /to be secured by first Pari-Passu charge on all Movable and current assets (both present and future) of 12MW wind power project in MP and second pari-passu charge on all the current assets and movable Fixed assets (both present and future) excluding any project specific assets on books of the borrower and investments by way of Equity Share Capital / CCD in SPV''s). The loan has bullet repayment in the Financial Year 2018-19. The same carries an interest rate in range of 9.00% p.a. to 11.00% p.a.
(iii) Loans from related parties are repayable within one year from the date of agreement and carry an interest rate ranging from 10% p.a. to 10.60% p.a.
The Honourable Supreme Court of India vide its order dated 28 th February, 2019 held that ''Basic Wages'' for the contribution towards Provident Fund (PF) should only exclude [in addition to specific exclusions under Section 2(b)(ii) of the Employees Provident Fund Act, 1952]:
a) amounts that are payable to the employee for undertaking work beyond the normal work which he/she is otherwise required to put in and
b) allowances which are either variable or linked to any incentive for production resulting in greater output by an employee and that the allowances are not paid across the board to all employees in a particular category or were being paid especially to those who avail the opportunity
With reference to the above mentioned judgment, the Company''s Management is of the view that there is considerable uncertainty around the timing, manner and extent in which the judgment will be interpreted and applied by the regulatory authorities. Management is of the view that any incremental outflow in this regard can only be determined once the position being taken by the regulatory authorities in this regard is known and the Management is able to evaluate all possible courses of action available.
Accordingly, no provision has been currently recognized in these Financial Statements in this regard.
1.Financial Instruments and Risk Review :
The Company''s risk management activities are subject to the management direction and control under the framework of Risk Management Policy as approved by the Board of Directors of the Company. The Management ensures appropriate risk governance framework for the Company through appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company''s policies and risk.
The Company''s financial liabilities comprise mainly of borrowings, trade and other payables. The Company''s financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other receivables.
The Company has exposure to the following risks arising from financial instruments:
- Market risk
- Credit risk ;
- Liquidity risk ; and
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and commodity risk.
i) 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. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with fixed and floating interest rates.
The Company manages its interest rate risk by having a mixed portfolio of fixed and variable rate loans and borrowings.
The Company''s borrowings from banks are at floating rate of interest and borrowings from related parties are at fixed rate of interest.
The sensitivity analysis have been carried out based on the exposure to interest rates for instruments not hedged against interest rate fluctuations at the end of the reporting period. The said analysis has been carried on the amount of floating rate non - current liabilities outstanding at the end of the reporting period. A 50 basis point increase or decrease represents the management''s assessment of the reasonably possible change in interest rates.
ii) Foreign currency risk ^
Foreign Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the Company''s operating and financing activities. The Company hedges at least 25% of its total exposure for 12 months as per the policy.
Every 1% point depreciation / appreciation in the exchange rate between the Indian rupee and U.S.dollar on the exposure of $ 0.03 million and 0.03 million EURO as on 31st March, 2019 and 0.08 million EURO as on 31st March, 2018, would have decreased / increased the Company''s loss for the year as follows :
iii) Price risk
The Company''s exposure to price risk in the investment in mutual funds and classified in the balance sheet as fair value through profit or loss. Management monitors the prices closely to mitigate its impact on profit and cash flows. Since these investments are insignificant, the exposure to price changes is minimal.
Credit risk Trade Receivable:
Total receivables of the company are from its related entities and State Electricity Distribution Company (DISCOM) which are Government undertaking. The Company is regularly receiving its dues from its related entities and DISCOM. Delayed payments carries interest as per the terms of agreements. Trade receivables are generally due for lesser than one year, accordingly in relation to these dues, the Company does not foresee any Credit Risk.
Other Financial Assets:
This comprises mainly of deposits with banks, investments in mutual funds and other intercompany receivables. Credit risk arising from these financial assets is limited and there is no collateral held against these because the counterparties are group companies, banks and recognized financial institutions. Banks and recognized financial institutions have high credit ratings assigned by the international credit rating agencies.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company''s objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity of funding and flexibility is maintained through continued support from lenders, trade creditors as well as through issue of equity shares.
The Company has understanding from related parties to extend repayment terms of borrowings as required.
Maturity profile of financial liabilities:
The table below provides details regarding contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments:
Capital Management
The Company''s objectives for managing capital is to safeguard continuity and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The Company''s overall strategy remains unchanged from previous year.
The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments.
The funding requirements are met through a mixture of equity, internal fund generation, and other non - current/current borrowings. The Company''s policy is to use current and non - current borrowings to meet anticipated funding requirements.
The Company monitors capital on the basis of the net debt to equity ratio.
The Company believes that it will able to meet all its current liabilities and interest obligation on timely manner.
Notes
(i) The fair values of investments in mutual fund units is based on the net asset value (''NAV'') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors. Accordingly it is representation of the fair value.
(ii) The fair values of the derivative financial instruments has been determined using valuation techniques with market observable inputs as at reporting date. The models incorporate various inputs including the credit quality of counter-parties and foreign exchange rates.
2. Pursuant to the Indian Accounting Standard (Ind AS- 33) - Earnings per Share, the disclosure is as under:
3. As per Indian Accounting standard 19 "Employee Benefits", the disclosure as defined in the accounting standard are given below.
The status of gratuity plan as required under Ind AS-19 :
The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and the tenure of employment.
vii. Sensitivity Analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:
viii. Asset Liability Matching Strategies
The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in an increase in liability without corresponding increase in the asset).
ix. Effect of Plan on Entity''s Future Cash Flows
a) Funding arrangements and Funding Policy
The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company.
b) Expected Contribution during the next annual reporting period
The Company''s best estimate of Contribution during the next year is Rs,618.61 lakhs (as at 31st March, 2018 Rs,107.06 lakhs)
c) Maturity Profile of Defined Benefit Obligation
Weighted average duration (based on discounted cash flows) - 5 years
xi. The Company has defined benefit plans for Gratuity to eligible employees, the contributions for which are made to Life Insurance Corporation of India who invests the funds as per Insurance Regulatory Development Authority guidelines.
The discount rate is based on the prevailing market yields of Government of India''s securities as at the balance sheet date for the estimated term of the obligations.
The expected contributions for Defined Benefit Plan for the next financial year will be in line with FY 2018-19.
The actuarial liability for compensated absences as at the year ended 31st March, 2019 is Rs,498.47 lakhs (Previous Year Rs,93.96 lakhs).
4.Related party transactions a. List of related parties and relationship
The Management has identified the following entities and individuals as related parties of the Company for the year ended 31st March, 2019 for the purpose of reporting as per Ind AS 24 Related Party Disclosure which are as under:
Ultimate Controlling Entity : S. B. Adani Family Trust (SBAFT) (up to 31st March, 2018)
Holding Company : Adani Enterprises Limited (up to 31st March, 2018)
Entities with joint control of, or significant : S. B. Adani Family Trust (SBAFT) (w.e.f 1st April, 2018)
influence over, the entity; : Adani Trading Services LLP (w.e.f 1st April, 2018)
: Universal Trade and Investments Limited (w.e.f 1st April, 2018)
: Adani Properties Private Limited (w.e.f 1st April, 2018)
Subsidiary Companies : Zemira Renewable Energy Limited (up to 20th December, 2017)
: Adani Green Energy (MP) Limited
: Parampujya Solar Energy Private Limited
: Rosepetal Solar Energy Private Limited
: Adani Green Energy (Tamilnadu) Limited
: Kilaj Solar (Maharashtra) Private Limited (up to 21st October, 2018)
: Adani Wind Energy (Gujarat) Private Limited
: Adani Green Energy (UP) Limited
: Kodangal Solar Parks Private Limited (w.e.f 11th January, 2019)
: Prayatna Developers Private Limited (w.e.f 1st April, 2018)
: Adani Renewable Energy Park Limited
: Gaya Solar (Bihar) Private Limited
: Adani Green Energy Two Limited
: Adani Green Energy Four Limited
: Mahoba Solar (UP) Private Limited
: Adani Green Energy Pte Limited (w.e.f 10th August, 2018)
: Adani Renewable Energy (KA) Limited
: Adani Solar USA Inc (w.e.f. 24th August, 2018)
: Adani Phuoc Minh Wind Power Company Limited (w.e.f 1st September, 2018)
: Adani Phuoc Minh Solar Power Company Limited (w.e.f 1st September, 2018)
: Adani Wind Energy (GJ) Limited
: Adani Renewable Energy (MH) Limited
: Adani Renewable Power LLP
Joint Venture Entity : Kodangal Solar Parks Private Limited (up to 10th January, 2019)
: Adani Renewable Energy Park Rajasthan Limited (w.e.f. 8th August, 2018)
Step down Subsidiaries : Ramnad Renewable Energy Limited
(with whom transactions are done) : Kamuthi Renewable Energy Limited
: Ramnad Solar Power Limited
: Adani Green Energy One Limited
: Adani Green Energy Three Limited
: Adani Green Energy Five Limited
: Kamuthi Solar Power Limited
: Adani Renewable Energy (RJ) Limited
: Adani Renewable Energy (TN) Limited
: Adani Renewable Energy (GJ) Limited
: Adani Wind Energy (TN) Limited
: Adani Saur Urja (KA) Limited
: Kilaj Solar (Maharashtra) Private Limited (w.e.f. 22nd October, 2018)
: Adani Green Energy (Australia) Pte Limited (w.e.f 11th August, 2018)
: Adani Green Energy (US) Pte Limited (w.e.f 11th August, 2018)
: Adani Green Energy (Vietnam) Pte Limited (w.e.f 11th August, 2018)
: Adani Renewable Energy Park (Gujarat) Limited
: Wardha Solar (Maharashtra) Private Limited
Entities under common control / associate Entities : Adani Infra (India) Limited
(with whom transactions are done) : Adani Power Limited
: Adani Enterprises Limited (w.e.f 1st April, 2018)
: Adani Power (Mundra) Limited
: Universal Trade and Investments Limited (upto 31st March, 2018)
: Adani Port & SEZ Limited
: Adani Power Maharashtra Limited
: Belvedere Golf and Country Club Private Limited
: Adani Finserve Private Limited
: Karnavati Aviation Private Limited
: Adani Township and Real Estate Company Private Limited
: Adani Infrastructure Management Service Limited
: Adani Rugby Run Finance Pty Limited
: Prayatna Developers Private Limited (upto 31st March, 2018)
: Adani Logistics Limited
: MPSEZ Utilities Private Limited
: Aravali Transmission Service Company Limited
: Maru Transmission Service Company Limited
: Maharashtra Eastern Grid Power Transmission Co Ltd
: Adani Electricity Mumbai Limited
: The Dhamra Port Company Limited
: Mundra Solar Limited
: Mundra Solar PV Limited
: Adani Tradecom LLP
: Adani Trading Services LLP (up to 31st March, 2018)
: Adani Properties Private Limited (up to 31st March, 2018)
: Udupi Power Corporation Limited
Key Management Personnel : Gautam S. Adani, Director
: Rajesh S. Adani, Director
: Sagar R. Adani, Executive Director (w.e.f 31st October, 2018)
: Jayant Parimal, Chief Executive Officer (w.e.f 7th May, 2018) (Managing Director up to 6th May, 2019)
: Ashish Garg, Chief Financial Officer
: Pragnesh Darji, Company Secretary
: Sushama Oza, Director (w.e.f 24th May, 2018)
: Raaj Kumar Sah, Director (w.e.f 1st May, 2018)
: Sandeep M. Singhi, Director (w.e.f 29th October, 2018)
: Nayna Gadhvi, Independent Director (up to 9th November, 2017)
: Jay Himmatlal Shah, Independent Director (up to 24th May, 2018)
Terms and conditions of transactions with related parties
Outstanding balances of related parties at the year-end are unsecured. Transactions entered into with related parties are made on terms equivalent to those that prevail in arm''s length transactions.
Note:
The names of the related parties and nature of the relationships where control exists are disclosed irrespective of whether or not there have been transactions between the related parties. For others, the names and the nature of relationships is disclosed only when the transactions are entered into by the Company with the related parties during the existence of the related party relationship.
5. The Company publishes the unconsolidated financial statements of the Company along with the consolidated financial statements of the company. In accordance with Ind AS 108 - Operating Segments, the Company has disclosed the segment information in the consolidated financial statements.
6. Previous year''s figures have been recast, regrouped and rearranged, wherever necessary to confirm to this year''s classification.
7. The Board of Directors of Adani Enterprises Limited (hereinafter referred as "AEL'') and the Board of Directors of the Company had approved the Scheme of Arrangement ("the Schemeâ) among AEL and the Company and their respective shareholders and creditors. The Scheme was sanctioned by National Company Law Tribunal (âNCLTâ), bench at, Ahmadabad vide its order dated 16th February, 2018. Pursuant to the sanction of the Scheme, the Renewable Power Undertaking of AEL has been transferred to the Company with appointed date of 1st April, 2018.
Accordingly following effects are given in the books of accounts of the Company:
(i) The existing 64,96,89,000 equity shares of Rs,10 each held by AEL in the Company stand cancelled, against which the Company has allotted 83,69,55,473 equity shares of Rs,10 each to the shareholders of AEL in swap ratio of 761 equity shares of the Company for every 1,000 equity shares held by shareholders of AEL.
(ii) The transfer and vesting of the Renewable Power Undertaking is accounted for in the books of accounts of the Company as per the "Pooling of Interest Method" prescribed under Indian Accounting Standard 103 - "Business Combinations" notified under Section 133 of the Companies Act, 2013 (the Act'') read with relevant rules issued there under and other applicable accounting standards prescribed under the Act.
(iii) The excess of the value of equity shares allotted over the book value of assets and liabilities transferred has been recorded as reduction from capital reserve.
8. Business Combination
Since the scheme of demerger described in note no 42 above qualifies as common control business combinations under Ind AS 103 - "Business Combinations", the previous period comparative figures have been restated as if the business combination had occurred with effect from 1st April, 2017 and accordingly, Capital reserve is calculated based on the net assets as on 1st April, 2017.
9. During the year, the Company has converted the loan of '' 74,914.24 Lakhs from Adani Properties Private Limited (APPL) into Unsecured Perpetual Debt. This debt is perpetual in nature with no maturity or redemption and is repayable only at the option of the borrower. The distribution on this debt is cumulative and at the discretion of the borrower at the rate of 11% p.a. where the borrower has an unconditional right to defer the same. As this debt is perpetual in nature and ranked senior only to the Share Capital of the borrower and the borrower does not have any redemption obligation, this is considered to be in the nature of equity instruments. This Unsecured Perpetual Debt have been presented as Instruments entirely equity in nature.
10. Due to micro, small and medium enterprises
Under the Micro Small and Medium Enterprises Development Act, 2006, (MSMED) which came in to force from 2nd October, 2006, certain disclosers are required to be made relating to Micro, Small and Medium enterprises. On the basis of the information and records available with management, outstanding dues to the Micro and Small enterprise as defined in the MSMED Act, 2006 are disclosed as below.
The disclosure in respect of the amount payable to enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises
Development Act, 2006 has been made in the Financial statement as at 31st March, 2019 based on the information received and available with the Company. On the basis of such information, no interest is payable to any micro, small and medium enterprises.
11. Ind AS 115 Revenue from contracts with customers was issued on 28th March, 2018 and supersedes Ind AS 11 Construction Contracts and Ind AS 18 Revenue and it applies, with limited exception, to all revenue arising from contracts with its customers. Under Ind AS 115, revenue is recognized when a customer obtains control of goods or services. The Company has adopted Ind AS 115 using the cumulative effect method (without practical expedients) with the effect of initially applying this standard recognized at the date of initial application i.e. 1st April, 2018. Accordingly, the comparative information i.e. information for the year ended 31st March 2018, has not been restated. The adoption of the standard did not have any material impact on the financial statements of the company. Additionally, the disclosure requirements in Ind AS 115 have not generally been applied to comparative information.
Contract balances:
(a) The following table provides information about receivables, contract assets and contract liabilities from the contracts with customers.
The contract assets primarily relate to the Company''s right to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. This usually occurs when the company issues an invoice to the Customer.
The contract liabilities primarily relate to the advance consideration received from the customers.
The Trade receivables primarily relate to the Company''s right to consideration for work completed at the reporting date.
(b) Significant changes in contract assets and liabilities during the period:
12. Recent Indian Accounting Standards (Ind AS) Standards issued but not yet effective Ind AS 116 - Leases (effective from 1st April, 2019)
Ind AS 116 Leases replaces existing lease accounting guidance i.e. Ind AS 17 Leases. It sets out principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases, except short-term leases and leases for low-value items, under a single on-balance sheet lease accounting model. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. Lessor accounting largely unchanged from the existing standard - i.e. lessors continue to classify leases as finance or operating leases.
Based on the preliminary assessment, the Company does not expect any significant impacts on transition to Ind AS 116 on its Net worth. The management is under process of its assessment is based on currently available information and may be subject to changes arising from further reasonable and supportable information when the standard will be adopted. The quantitative impacts would be finalized based on a detailed assessment which has been initiated to identify the key impacts along with evaluation of appropriate transition options.
13. Events occurring after the Balance sheet Date
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. There are no subsequent events to be recognized or reported that are not already disclosed.
14. Approval of financial statements
The financial statements were approved for issue by the board of directors on 15th May, 2019.
Mar 31, 2018
Note:
Retained earnings represents the amount that can be distributed by the Company as dividends considering the requirements of the Companiesâ Act, 2013.
Notes: a) Security details and repayment schedule for the balances as at 31st March, 2018
i) Trade credits from Banks aggregating to Rs, 2831.00 lakhs (As at 31st March 2017 Rs, Nil) are secured or to be secured by exclusive charge on underlying equipments and subservient charge on all current assets and movable fixed assets, both present and future of the borrower. Trade Credit facilities will be contractually converted in Rupee Term Loan on due dates.The same carries an interest rate in range of of 8% p.a. to 10% p.a.
ii) Rupee term loans from Banks aggregating to Rs, 4,273 lakhs (As at 31st March, 2017 Rs, 4541 lakhs) are secured /to be secured by first charge on all immovable assets and movable assets including current assets of the company.
Further secured by pledge of Equity shares and corporate guarantee of holding company and entities under common control. The same carries an interest rate in range of 9% p.a. to 11% p.a. Rupee term loan from Bank are payable in 68 structured quarterly installments starting from FY 2017-18.
iii) Rupee term loans from Banks aggregating to Rs, 150,000 lakhs (As at 31st March 2017 Rs, Nil) are secured/ to be secured
by first charge on Loan and Advances, Investment and Current Assets of the company. The same carries an interest rate in range of of 9% p.a. to 11% p.a. Further secured by pledge of Equity shares of the holding company and entities under common control. as first charge. Rupee term loan from Bank are payable in 60 structured monthly installments starting from FY 2019-20.
b) Repayment schedule for the balances as at 31st March, 2018.
i) Unsecured term loans from related party of Rs, 75,729.38 Lakhs (As at 31st March, 2017 Rs, 37,161.52 Lakhs) are repayable
on mutually agreed dates after a period of 4 years from balance sheet date and carry an interest rate in range of 10.05% p.a. to 11% p.a.
Notes:
i) Loans from related parties are repayable within one year from the date of agreement and carry an interest rate ranging from 10% p.a. to 10.60% p.a.
ii) Rupee term loans from Banks aggregating to Rs, 25,000 lakhs (as at 31st March 2017 Rs, Nil) are secured /to be secured by first Pari-Passu charge on all Movable and current assets (both present and future) of 12MW wind power project in MP Project and second pari-passu charge on all the current assets and movable Fixed assets (both present and future) excluding any project specific assets on books of the borrower and investments by way of Equity Share Capital/ CCD in SPVâs). Facility is further secured by corporate guarantee and pledge of share of holding company and entities under common control. The loan has bullet repayment in the FY 2018-19. The same carries an interest rate in range of of 9.00% p.a. to 11.00% p.a.
Notes:
i) There are no Micro, Small and Medium Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act, 2006 to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made. The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.
ii) Refer Note 39 for related party balances.
34 Financial Instruments, Financial Risk and Capital Management :
The Companyâs risk management activities are subject to the management direction and control under the framework of Risk Management Policy as approved by the Board of Directors of the Company. The Management ensures appropriate risk governance framework for the Company through appropriate policies and procedures and these risks are identified, measured and managed in accordance with the Company''s policies and risk.
The Companyâs financial liabilities comprise mainly of borrowings, trade and other payables. The Company''s financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other receivables.
The Company has exposure to the following risks arising from financial instruments:
- Market risk;
- Credit risk; and
- Liquidity risk
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and commodity risk.
i) 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. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates.
The Company manages its interest rate risk by having a mixed portfolio of fixed and variable rate loans and borrowings. The company''s borrowings from banks are at floating rate of interest and borrowings from related parties are at fixed rate of interest.
The sensitivity analysis have been carried out based on the exposure to interest rates for instruments not hedged against interest rate fluctuations at the end of the reporting period. The said analysis has been carried on the amount of floating rate non - current liabilities outstanding at the end of the reporting period. A 50 basis point increase or decrease represents the managementâs assessment of the reasonably possible change in interest rates.
ii) Foreign Currency risk
Foreign currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the Companyâs operating and financing activities.
iii) Price risk
The Companyâs exposure to price risk in the investment in mutual funds and classified in the balance sheet as fair value through profit or loss. Management monitors the prices closely to mitigate its impact on profit and cash flows. Since these investments are insignificant, the exposure to price changes is minimal.
Credit risk Trade Receivable:
Total receivables of the company are from its related entities and State Electricity Distribution Company (DISCOM) which are Government undertaking. The Company is regularly receiving its dues from its related entities and DISCOM. Delayed payments carries interest as per the terms of agreements. Trade receivables are generally due for lesser than one year, accordingly in relation to these dues, the Company does not foresee any Credit Risk.
Other Financial Assets:
This comprises mainly of deposits with banks, investments in mutual funds and other intercompany receivables.
Credit risk arising from these financial assets is limited and there is no collateral held against these because the counterparties are group companies, banks and recognized financial institutions. Banks and recognized financial institutions have high credit ratings assigned by the international credit rating agencies.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company''s objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity of funding and flexibility is maintained through continued support from lenders, trade creditors as well as through issue of equity shares.
Capital Management
The Companyâs objectives for managing capital is to safeguard continuity and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The Company''s overall strategy remains unchanged from previous year.
The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments.
The funding requirements are met through a mixture of equity, internal fund generation, and other non - current/current borrowings. The Company''s policy is to use current and non - current borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the net debt to equity ratio.
The Company believes that it will able to meet all its current liabilities and interest obligation on timely manner.
No changes were made in the objectives, policies or processes for managing capital during the years ended as at 31st March, 2018 and as at 31st March, 2017.
Note:
i) Investments in subsidiaries and joint ventures classified as equity investments have been accounted at historical cost. Since these are scope out of Ind AS 109 for the purposes of measurement, the same have not been disclosed in the tables above.
ii) Fair value of financial assets and liabilities measured at amortized cost is not materially different from the amortized cost. Further, impact of time value of money is not significant for the financial instruments classified as current. Accordingly, the fair value has not been disclosed separately.
i) The fair values of investments in mutual fund units is based on the net asset value (''NAVâ) as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors. Accordingly it is representation of the fair value.
viii. Asset Liability Matching Strategies
The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in an increase in liability without corresponding increase in the asset).
ix. Effect of Plan on Entity''s Future Cash Flows
a) Funding arrangements and Funding Policy
The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company.
b) Expected Contribution during the next annual reporting period
The Companyâs best estimate of Contribution during the next year is '' 107.06 lakhs
x. The Company has defined benefit plans for Gratuity to eligible employees, the contributions for which are made to Life Insurance Corporation of India who invests the funds as per Insurance Regulatory Development Authority guidelines.
The discount rate is based on the prevailing market yields of Government of Indiaâs securities as at the balance sheet date for the estimated term of the obligations.
The expected contributions for Defined Benefit Plan for the next financial year will be in line with FY 2017-18.
The actuarial liability for compensated absences as at the year ended 31st March, 2018 is Rs, 93.96 Lakhs (Previous Year Rs, 81.17 Lakhs).
39 Related party transactions
a. List of related parties and relationship
The Management has identified the following entities and individuals as related parties of the Company for the year ended 31st March, 2018 for the purpose of reporting as per IND AS 24 - Related Party Disclosure which are as under:-
Ultimate Controlling Entity_: S. B. Adani Family Trust (SBAFT)_
Holding Company : Adani Enterprises Limited
Subsidiary Companies Zemira Renewable Energy Limited (Up to 20th December 2017)
Adani Green Energy (MP) Limited Parampujya Solar Energy Private Limited Rosepetal Solar Energy Private Limited Adani Green Energy (Tamilnadu) Limited Kilaj Solar (Maharashtra) Private Limited Adani Wind Energy (Gujarat) Private Limited Adani Green Energy (UP) Limited Gaya Solar (Bihar) Private Limited Mahoba Solar (UP) Private Limited Adani Renewable Power LLP Fellow Subsidiary Companies (with whom Prayatna Developers Private Limited
transactions are done)
Joint Venture Entity : Kodangal Solar Parks Private Limited (w.e.f. 22nd March, 2018)
Step down Subsidiary (with whom Ramnad Renewable Energy Limited
transactions are done) Kamuthi Renewable Energy Limited
Ramnad Solar Power Limited Kamuthi Solar Power Limited
Adani Renewable Energy Park (Gujarat) Limited (up to 27th March, 2017)
Wardha Solar (Maharashtra) Private Limited (w.e.f. 15th July, 2016)
Entities under common control / associate Adani Infra (India) Limited
Entities (with whom transactions are done) Adani Power Limited
Adani Power (Mundra) Limited Universal Trade and Investments Limited
Adani Port & SEZ Limited_
Adani Power Maharashtra Limited Adani Power Rajasthan Limited Adani Transmission Limited
Adani Renewable Energy Park Limited (w.e.f. 28th March, 2017)
Adani Renewable Energy Park Rajasthan Limited (w.e.f. 28th March, 2017)
Adani Renewable Energy Park (Gujarat) Limited (w.e.f. 28th March, 2017)
Adani Green Technology Limited
Mundra Solar Limited (w.e.f. 28th March, 2017)
Mundra Solar PV Limited (w.e.f. 31st March, 2017)
Mundra Solar Techopark Private Limited (w.e.f. 27th March, 2017)
Adani Tradecom LLP
Adani Trading Services LLP
Adani Properties Private Limited
Belvedere Golf and Country Club Private Limited
Udupi Power Corporation Limited
a. List of related parties and relationship (Contd.)
Key Management Personnel : Gautam S. Adani, Director
: Rajesh S. Adani, Director
: Jayant Parimal, Managing Director
: Ashish Garg, Chief Financial Officer
: Pragnesh Darji, Company Secretary
: Nayana Gadhavi, Independent Director (Upto 9th November, 2017)
: Jay Himmatlal Shah, Independent Director
Terms and conditions of transactions with related parties
Outstanding balances of related parties at the year-end are unsecured. Transaction entered into with related party are made on
terms equivalent to those that prevail in arm''s length transactions.
Notes:
The names of the related parties and nature of the relationships where control exists are disclosed irrespective of whether or not there have been transactions between the related parties. For others, the names and the nature of relationships is disclosed only when the transactions are entered into by the Company with the related parties during the existence of the related party relationship.
1. The Company publishes the unconsolidated financial statements of the Company along with the consolidated financial statements of the company. In accordance with Ind AS 108 - Operating Segments, the Company has disclosed the segment information in the consolidated financial statements.
2 Previous year''s figures have been recast, regrouped and rearranged, wherever necessary to confirm to this year''s classification.
3 During the year ended March 31, 2018, the Board of Directors of Adani Enterprises Limited (hereinafter referred as "AELâ) and the Company had approved the Scheme of Arrangement (âthe Scheme") among AEL and the Company and their respective shareholders and creditors. Pursuant to the Scheme, the Renewable Power Undertaking of AEL will be transferred to the Company with appointed date of April 01, 2018. The Scheme was sanctioned by National Company Law Tribunal ("NCLT"), bench at, Ahmedabad vide its order dated 16th February, 2018.
Subsequent to the year end, the Company has made an applications to SEBI and Stock Exchanges viz. BSE Limited and the National Stock Exchange of India Limited for getting necessary approvals for listing of equity shares of the Company and the Company is awaiting approvals for listing of its equity shares.
4 Recent Indian Accounting Standards (Ind AS)
Standards issued but not yet effective
On 28 March 2018, Ministry of Corporate Affairs (MCA) has notified new standards and amendments to existing standards. These amendments are effective for annual periods beginning after 1 April 2018.
Ind AS 115 Revenue from contract with customers
I nd AS 115 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including Ind AS 18 Revenue and Ins AS 11 Construction Contracts. The core principle of the new standard that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further, the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity''s contracts with customers.
This Standard permits two possible methods of transition i.e. retrospective approach and modified retrospective method.
The Company is in the process of evaluating and identifying the key impacts along with transition options to be considered while transiting to Ind AS 115.
Amendments to existing Ind AS
The following amended standards are not expected to have a significant impact on the Company''s financial statements. This assessment is based on currently available information and may be subject to changes arising from further reasonable and supportable information being made available to the Company when it will adopt the respective standards.
Ind AS 40 - Investment Property
The amendment lays down the principle regarding the transfer of asset to, or from, investment property.
I nd AS 21 - The Effects of Changes in Foreign Exchange Rates
The amendment lays down principles to determine the date of transaction when a company recognizes a nonmonetary prepayment asset or deferred income liability.
Ind AS 12 - Income Taxes
The amendments explains that determining temporary differences and estimating probable future taxable profit against which deductible temporary differences are assessed for utilization are two separate steps.
5 Events occurring after the Balance sheet Date
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. There are no subsequent events to be recognized or reported that are not already disclosed.
6 Approval of financial statements
The financial statements were approved for issue by the board of directors on 7th May, 2018.
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