6.1 Considering accumulated losses in one of the subsidiaries viz. Beta Wind Farm Private Limited, the company has tested the Investments of Rs. 57,334 lakhs in Equity instruments and Loan of Rs. 34,196 lakhs for impairment/credit losses during the year. Such testing which was carried out on the basis of net present value of projected cash flows of the subsidiary approved by the management of the company did not reveal any losses. The impairment testing shall be reviewed by the company on an annual basis or at shorter intervals if the situation so warrants. Further, during the previous year, the company tested the Plant and Equipment of its material subsidiaries, Beta Wind Farm Private Limited and Clarion Wind Farm Private Limited(Subsidiary of Bharath Wind Farm Limited) for impairment. Such testing conducted by an independent technical expert and approved by the management did not result in any impairment losses.
6.2 The amount of Rs. 53,599 lakhs (As at 31 March, 2023 Rs.53,363lakhs) shown as Investment in deemed equity in respect of subsidiaries towards fair value of interest free/ subsidized loans, guarantees extended and investments in 6% Cumulative Redeemable Preference shares.
6.3 The company had invested Rs. 86,423 Lakhs in Cumulative Redeemable Preference Shares issued by its subsidiary Beta Wind Farm Private Limited (Beta). In accordance with Ind AS 109, "Financial Instruments" the said investments in Preference shares has been treated as a loan given by the company and accordingly is carried at amortised cost. The difference between the amount invested and the net present value is accounted as Investment in nature of Equity.
6.5 Considering the accumulated losses in one of the subsidiaries, Gamma Green Power Private Limited(GGPPL) an impairment of Rs. 93 lakhs is recognized on investment in GGPPL during the year.
6.6 During the previous year, the company disposed its entire shareholding held in M/s. Pallavi Power and Mines Limited, Associate Company. The investment of Rs. 720 lakhs was provided for in earlier years and hence no impairment was required in the previous year.
7.1 The company had invested Rs. 86,423 Lakhs (including premium of Rs. 40,937 Lakhs) in 45,48,59,455 6% Cumulative Redeemable Preference Shares issued by its subsidiary Beta Wind Farm Private Limited (Beta). In accordance with Ind AS 109, "Financial Instruments" the said investments in Preference shares has been treated as a loan given by the parent and accordingly is carried at amortised cost. The amount of Rs. 52,227 lakhs being the difference between the amount invested and the net present value of Rs. 34,196 lakhs is accounted as investment in nature of equity. The Net Present value of Rs. 34,196 lakhs is treated as loan to Beta. In view of accumulated losses of Beta, considering the provisions of Companies Act, 2013 and the agreement Beta has with its lender, no dividend has been declared by Beta so far and hence on a prudent basis, no income has been accrued on this amount.
7.2 The amount disclosed as credit impaired represent amounts lent to Orient Green Power (Europe) B.V. (subsidiary), Sanjog Sugars and Eco Power Private Limited, Statt Agra Ventures Private Limited, Statt Green Power Private Limited.
7.3 No loans or advances which are in the nature of loans have been granted by company to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013) either severally or jointly with any other person.
11.1 Orient Green Power (Maharashtra) Private Limited, one of the subsidiaries of the company made an application for voluntary strike off during the previous year and the same has been approved by the Ministry of Corporate Affairs (MCA) during the year. The investment in this subsidiary has been adequately provided for in earlier years. Accordingly, no provision is required to be made during the year.
13.1These deposits represent issue proceeds from the rights issue of equity shares received during the year. The balances were segregated and disclosed inline with their maturity pattern. (also refer note 46)
14.2 The company disposed its entire shareholding in one of the foreign subsidiaries, Statt Orient Energy Private Limited, Srilanka during 2021-22 and the proceeds of LKR 225 lakhs (Rs. 56 lakhs) were held in the foreign currency account maintained by the company. During the year, the proceeds were repatriated to India at their US dollar equivalent of USD 74,340 (Rs. 62 lakhs) and credit is subject to regulatory approval.
During the previous year, the company received Eur 130,000 (Rs. 116 lakhs) as interest on loan from one of its subsidiaries Orient Green Power (Europe) B.V. However the funds were credited to the Company's account subsequent to balance sheet date . Accordingly, its equivalent Indian rupee amount is classified as other receivables as at balance sheet date.
16.1 The Company intends to dispose land acquired for development of Energy plantation. The same is measured at lower of carrying amount and fair value less costs to sale. Accordingly, further loss of Rs.Nil (previous year - Rs. 25 lakhs) has been recognized during the year. The Company is in negotiation with some potential buyers and expects that the carrying value after adjusting the losses would be fully recovered.
16.3. The Board of directors of the Company in its meeting held on January 24, 2018 accorded its approval to dispose the investments in one of its subsidiaries, viz., Amrit Environmental Technologies Private Limited(AETPL), subject to approvals from secured creditors and other regulators. Accordingly, the investments, other receivables from AETPL have been classified under assets held for sale and carried at the fair value less costs to sell. The management expects that the net carrying amount would be lower than the fair value less costs to sell. Also, the company transferred 26% of the shares in AETPL during the year 2018-19.
16.4. The liabilities directly associated with assets classified as held for sale have been identified by the management under Note 27.
17.2 Terms and Rights attached to equity shares
i. The company has only one class of equity shares having a par value of Rs.10 each. Each shareholder of equity shares is entitled to one vote per share.
ii. In the event of liquidation, the equity shareholders will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion to shareholding.
17.5 Aggregate Number and Class of Shares- allotted as Fully paid up Bonus shares (or) issued for consideration other than cash (or) shares bought back for the Period of 5 Years Immediately Preceding the Balance Sheet Date - Nil.
17.6 Shares reserved for issue under options and contracts or commitments for the sale of shares or disinvestment, including the terms and amounts - Nil.
17.7 During the year, 7,47,20,198 Equity shares were alloted to M/s. Janati Bio Power Private Limited (JBPL), one of the promoters of the company under Right Issue of equity shares. Further, JBPL informed the Stock Exchanges under Regulation 31 of the SEBI (Substantial Acquisition of shares and Takeover) Regulations, 2011 that 25,000,000 Equity Shares (Previous year -
15.000. 000 Equity shares)of the Company has been invoked by M/s. Axis Trustee Services limited out of 40,000,000 Shares pledged for a loan taken by one of the associates of JBPL, not being the company or its subsidiaries. Further, JBPL disposed
5.000. 000 Equity shares held in the company in open market. Subsequent to the invocation and sale, the holding of JBPL in the company is reduced to 29.42% as at March 31, 2024 from 32.48% as at March 31, 2023.
17.8 During the previous year, the company increased the authorized share capital from Rs.80,000Lakhs (divided into 800,000,000 equity shares of Rs.10 each) to Rs. 1,60,000 Lakhs consisting Rs. 1,30,000 Lakhs (divided into 1,300,000,000 equity shares of Rs. 10 each) and Rs.30,000 Lakhs (divided into 300,000,000 preference shares of Rs. 10 each). Also refer note 45 on subsequent events.
17.9 Pursuant to letters each dated June 28, 2023, issued by BSE Limited and National Stock Exchange of India Limited, SEPC Limited was classified as the public shareholder of the Company and therefore SEPC Limited ceased to be a Promoter and related party.
17.10 Issue of Shares under Rights Issue
The Company had, issued 23,00,00,000 equity shares of face value of Rs. 10/- each on right basis ('Rights Equity Shares') to the Eligible Equity Shareholders at face value of Rs. 10 per Equity Share. The issue was fully subscribed and Rs, 23,000 lakhs, were received from the concerned allottees and accordingly shares were allotted. The details of utilization of issue proceeds are given in Note 46.
Note 34 : Segment Reporting
The primary reporting of the Company has been made on the basis of Business Segments. The Company has a single business segment as defined in Indian Accounting Standard (Ind AS) 108 on Segment Reporting, namely Windmill Operation and Maintenance services. Accordingly, the amounts appearing in these financial statements relate to this primary business segment.
35.1 The corporate guarantees for the previous year include Rs. 123,203 lakhs issued for loans availed by Beta Wind Farm Private Limited (Beta), one of the subsidiaries of the company. These loans availed by Beta were refinanced during previous year for which a corporate guanrantee of Rs. 72,611 lakhs was issued by the company and the disbursement is received during the year by Beta.
During the year, the secured loans availed by Clarion Wind Farm Private Limited, one of the step down subsidiaries of the company and Gamma Green Power Private Limited, one of the subsidiaries of the company were refinanced and the corporate guarantees extended for the loans availed by these subsidiaries to erstwhile lenders amounting to Rs. 14,000 lakhs were replaced with corporate guarantees of Rs. 8,327 lakhs.
(II) Defined Benefit Plans:
The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee.
These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
Investment risk
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The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. When there is a deep market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit. Currently, for these plans, investments are made in government securities, debt instruments, Short term debt instruments, Equity instruments and Asset Backed, Trust Structured securities as per notification of Ministry of Finance.
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Interest risk
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A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan's investments.
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Longevity risk
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The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
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Salary risk
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The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.
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Apart from gratuity, no other post-retirement benefits are provided to these employees.
In respect of the above plans, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at 31 March 2024 by a member firm of the Institute of Actuaries of India. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.
(i) The current service cost and interest expense for the year are included in the "Employee Benefit Expenses" line item in the statement of profit & loss.
(ii) The remeasurement of the net defined benefit liability is included in other comprehensive income.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore , in presenting the above sensitivity analysis the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
(i) The loans shall be repaid in one or more instalments not later than 31 March 2027 or such other time as the parties may mutually agree upon from time to time.
(ii) As at 31 March 2024 and 31 March 2023, there are no parties, firms or companies in which directors are interested as defined under Section 184(2) of the Companies Act, 2013.
(iii) The above disclosure has been made based on the actual transaction value without considering the fair valuation, based on the approval given by the Audit Committee.
Note 40 (a) : Financial Instruments
(I) Capital Management
The Company manages its capital to ensure that it is able to continue as going concern while maximising the return to the stakeholders through the optimisation of the debt and equity balance. The capital structure of the Company consists of Debt and total equity. The Company is not subject to any externally imposed capital requirement. In order to maintain the capital structure in consistent with others in the industry , the Company monitors capital on the basis of the following gearing ratio.
(III) Financial Risk Management Framework
The Company manages financial risk relating to the operations through internal risk reports which analyse exposure by degree and magnitude of risk. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company has formulated policies approved by the Audit Committee which provides principles on foreign exchange risk, interest rate risk , credit risk , the use of financial derivatives and non derivative financial instruments and the investment in excess of liquidity. Compliance with policies and exposure limits is reviewed by the management on a continuous basis.
The Company does not enter into or trade financial instruments including derivative financial instruments for speculative purpose.
(IV) Market Risk
The Company's activities exposes it primarily to the financial risk of change in foreign currency exchange rates and interest rates. The Company enters into a derivative instruments to manage its exposure to foreign currency risk and interest rate risk including forward foreign exchange contracts to the hedge the exchange rate risk arising on account of borrowings (including interest payable).
(V) Foreign Currency Risk Management:
The Company undertakes transactions denominated in foreign currencies consequently, exposures to exchange rate fluctuations arises. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
(VI) Foreign Currency sensitivity analysis :
The Company is mainly exposed to the currencies of Europe. Sensitivity of profit or loss arises mainly from Euro denominated receivables. However, there is exposure to other currencies including Srilankan rupee and United states dollar.
As per management's assessment of reasonable possible changes in the exchange rate of /- 5% between currency pairs, sensitivity of profit /(loss) only on outstanding foreign currency denominated monetary items at the period end is presented below:
1. I n management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.
(VII) Management of Credit Risk
Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.
Trade receivables:
Credit risk arising from trade receivables is managed in accordance with the company's established policy, procedures and control relating to customer credit risk management. All trade receivables are reviewed and assessed for default at each reporting period. The allowance for lifetime expected credit loss on trade receivables for the years ended March 31, 2024 and March 31, 2023, was Rs. 243 lakhs . Refer note 3.14 for accounting treatement for Trade receivable and note 12.3 for ageing of Trade receivables and note 12.4 for reconciliation for allowance of credit loss on Trade receivables.
Loans and other financial Assets:
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits. Risks relating to other financial assets measured at amortized cost including loans, its related interest receivables and other financial assets are managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits. The allowance for lifetime expected credit loss on loans and related interest receivables for the years ended March 31, 2024 and March 31, 2023, was Rs 9,652 lakhs and Rs 9,526 lakhs respectively.
The company's maximum exposure to credit risk as at March 31, 2024 and March 31, 2023 is the carrying value of each class of financial assets.
(VIII) Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Company's short-, medium- and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Liquidity and Interest Risk Tables
The following tables detail the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows.
The following table details the Company's expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets that will be earned on those assets. However, the interest/return on these financial assets were not considered on a conservative basis. The inclusion of information on non-derivative financial assets is necessary in order to understand the Company's liquidity risk management as the liquidity is managed on a net asset and liability basis.
The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities is subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.
Note 40 (b) - Fair Value Measurement
(i) Fair value of financial assets and financial liabilities that are not measured at fair value :
The Company considers that the carrying amount of financial asset and financial liabilities recognised in the financial statements approximate the fair values.
41.1 The Company accounts for costs incurred by the Related parties based on the actual invoices/debit notes raised and accruals as confirmed by such related parties. The Related parties have confirmed to the Management that as at 31 March, 2024, there are no further amounts payable to/receivable from them, other than as disclosed above.
41.2 During the previous year, SVL Limited assigned Rs. 14,500 lakhs of dues receivable from the group to Janati Bio Power Private Limited(JBPL). Accordingly, the said amounts are reflected as dues payable to JBPL.
Note 42 : Leases
With the exception of short term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The company classifies its right-of-use assets in a consistent manner under its property, plant and equipment within the same line item as if they were owned by company.
Rental expense recorded for short-term leases, under Ind AS 116, during the year ended March 31, 2024 is Rs.3 lakhs. (previous year- Rs. 3 lakhs)
Note 45 : Subsequent Events
The Board of directors in its meeting dated May 24, 2024 approved the increase of Authorised share capital of the company from Rs. 1,60,000 Lakhs consisting Rs. 1,30,000 Lakhs (divided into 1,300,000,000 equity shares of Rs. 10 each) and Rs.30,000 Lakhs (divided into 300,000,000 preference shares of Rs. 10 each) to Rs. 2,50,000 consisting Rs. 2,20,000 Lakhs (divided into 2,200,000,000 equity shares of Rs. 10 each) and Rs.30,000 Lakhs (divided into 300,000,000 preference shares of Rs. 10 each), subject to approval from the shareholders of the company.
46.1 The Company had availed a term loan from Yes Bank Limited for an amount aggregating to ' 5,000 lakhs which was repayable in 39 quarterly instalments commencing from December 2016 and ending on June 2026. In the Draft Letter of Offer, the Company had disclosed that it proposed to utilize an aggregate amount of ' 1,500 lakhs from the Net Proceeds towards full or partial re-payment or prepayment of the secured loans availed by the Company from Yes Bank Limited. However, on July 28, 2023, the Company has repaid the entire amount outstanding against the secured loan availed from Yes Bank Limited aggregating to ' 1,349.08 lakhs. The repayment of the loan has been made through an unsecured loan of Rs. 1,500 lakhs which was availed from Gamma Green Power Private Limited, one of the Subsidiaries of the Company. Therefore, a portion of the proceeds of the Issue has been utilised towards repayment of unsecured loan amounting to ' 1,500 lakhs availed from Gamma Green Power Private Limited.
46.2 The entire proceeds of the rights issues were proposed to be utilized in the financial year 2023-24. However, the issue proceeds of Rs. 2,033 lakhs could not be deployed during the year. The Rights issue committee of the Board of Directors and Board of Directors of the company in its respective meetings dated May 07, 2024 and May 24, 2024 approved the extension for deployment of these funds till March 31, 2025 and the same is subject to approval by the shareholders of the company.
46.3 Further to above, a rights issue of equity shares for amounts not exceeding Rs. 25,000 lakhs has been authorized through a resolution passed by the Board of Directors at its meeting held on December 15, 2023. The Rights Issue Committee in its meeting dated February 02, 2024 approved the draft letter of offer and same was filed on February 03, 2024. Considering the observations received from Securities and Exchange Board of India (SEBI) and directions for resubmission, the rights issue committee of the board of directors approved the filing of an updated Draft Letter of Offer, at its meeting dated May 15, 2024. This updated draft letter of offer is filed with stock exchanges (NSE and BSE) and SEBI, seeking in principle approval.
Note 47 : Other Statutory information:
(a) The Company has not entered into transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 during the year under consideration.
(b) The company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(c) The company have neither received nor given any fund from or to any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(d) The company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).
48 The Code on Social Security 2020 ('Code') has been notified in the Official Gazette on September 29, 2020. The Code is not yet effective and related rules are yet to be notified. Impact if any of the change will be assessed and recognized in the period in which said Code becomes effective and the rules framed thereunder are notified.
49 The figures for previous year have been regrouped wherever necessary to confirm to the classification of the current year.
50 The Board of Directors of the Company has reviewed the realisable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognized in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets including long-term investments in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on May 24, 2024.
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