The Company has only one class of equity shares having a par value of
Rs. 5/- per share. Each holder of equity shares is entitled to one vote
per share. The Company declares and pays dividends in Indian Rupees.
The dividend, as and when proposed by the Board of Directors is subject
to the approval of the Shareholders in the ensuing Annual General
Meeting except in case of interim dividend.
In the event of liquidation of the Company, the holders of 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
2. (c) Shares held by holding/ultimate holding company and/or their
The Company being ultimate holding company there are no shares held by
any other holding, ultimate holding company and their
3. (d) Aggregate number of bonus shares issued, shares issued for
consideration other than cash and shares bought back during the period
of five years immediately preceding the reporting date
There are no bonus shares issued, shares issued for consideration other
than cash and shares bought back during the period of five years
immediately preceding reporting date.
4. Rupee term loan from HDFC Ltd.
Loan from HDFC Ltd. was secured by : Corporate Guarantee issued by KSL
Holdings Private Limited.
This loan was repayable on completion of 24 months from the date of
disbursement i.e. from 25 March, 2014.This loan carried an interest
linked to HDFC Ltd''s Corporate Prime Lending Rate. Interest at Base
rate of 8% was payable quarterly and balance on repayment of loan. The
loan has been fully repaid during the year and satisfaction of charge
5. Sales tax deferral
Balance outstanding Rs. 502,226,830 (Previous year 615,101,574)
Repayable 1/5th of amount every year after 10 years of the benefit
availed. Repayment schedule
6. As required by and in accordance with Accounting Standard 22 -
''Taxes on Income'' prescribed by Companies (Accounts) Rules, 2014, the
Company recognises deferred tax which result from timing differences
after ignoring deferred tax adjustments originating and reversing
during the tax holiday period. The deferred tax adjustments reversing
outside the tax holiday period have been recomputed consequent to the
company''s claim of determining the tax holiday period with reference to
the date of each phase of implementation as against the earlier
intended period with reference to a single date of implementation for
the wind power generation business.
On the basis of information available with the Company, regarding the
status of suppliers as defined under the "Micro, Small and Medium
Enterprises Development Act, 2006", there are no suppliers covered
under above mentioned Act.
A. The Company as a Promoter of Nandi Economic Corridor Enterprises
Ltd. (NECE) has given an undertaking to Infrastructure Development
Finance Co. Ltd. (IDFC) in connection with the loan of Rs. 13,200
million (previous year Rs. 13,200 million) advanced to NECE by IDFC,
whereby the company has undertaken to ensure continuance of the project
undertaken by NECE, continued Promoters contributions as per the
Financial plan, with adequate technical, financial and managerial
support at the least until the final settlement date.
Further the Company has committed to meet the shortfall in resources of
NECE by way of Promoters contribution in terms of the Financing Plan
which can be in the form of Equity / Preference Share Capital and / or
granting of interest free unsecured loan until the final settlement
date, which together with current contributions would be subordinate to
the funds borrowed from IDFC and shall not be repaid until the final
settlement date. The Company has further agreed to ensure that the
Borrower adheres to the land sale / Development Plan as mentioned in
the Common Loan Agreement.
B. The Company, as a promoter and indirect holding company of Nandi
Economic Corridor Enterprises Ltd. (NECE) has signed definitive
agreements on 24 December, 2010, in relation to foreign direct
investment of Rs. 5,000 million in NECE.
Pursuant to these definitive agreements, NECE has allotted convertible
"Securities" to AIRRO (Mauritius)Holdings V (Investor), on the terms
and conditions contained in the definitive agreements, whereby the
investor would get a shareholding between 8.33% and 16.29% in NECE.
8. A. The Company has given security to Axis Bank Limited to the
extent of Rs. 300 million for securing the term
loan facility granted by it to Nandi Highway Developers Limited
(NHDL),a subsidiary of the Company, by way of hypothecation of movable
assets and equitable mortgage of fixed assets pertaining to Wind Mill
project of the Company located in village Boposhi and Maloshi, Dist
B. The Company has given security to Kotak Mahindra Investments Limited
to the extent of Rs.300 million securing the term loan facility granted
by it to Nandi Highway Developers Limited (NHDL),a subsidiary of the
Company, by way of pledge of 12,301,127(P.Y. 11,071,900) equity shares
of Rs. 10 each of NHDL held by the Company.
9. Related party disclosures have been set out in a separate statement
annexed to this schedule. The related parties, as defined by Accounting
Standard 18 "Related Party Disclosures" prescribed by Rules, in respect
of which the disclosures have been made, have been identified and taken
on record by the Board.
Nature of Provisions
A. In terms of various notifications / circulars issued by Government
of Maharashtra, electricity duty is payable in respect of wind power
sold to third parties. However in absence of clarity on the entire
subject and also in view of various other issues the Company as a
matter of prudence and without prejudice to dispute the claim, has made
a provision for Electricity duty.
B. All the Wind Power Projects have completed the tenure of wheeling
agreement with the distribution licensee viz. Maharashtra State
Electricity Distribution Company Limited (MSEDCL). All the projects of
wheeling energy are under the open access provisions issued by the Hon''
able Maharashtra Electricity Regulatory Commission (MERC). As a matter
of prudence and without prejudice the Company has made a provision for
wheeling and Transmission charges under open access.
Expected timing of resulting outflow:
A. Since the matter is yet to be resolved / clarified in respect of
applicability of Electricity duty for Wind Power Generation, the timing
of outflow cannot be determined up to December 2011. However, the
Company is paying the duty regularly since January 2012.
B. Short Term Loans & Advances includes Wheeling and Transmission
charges of Rs. 77,641,966 (P.Y. Rs. 77,641,966) have been paid up to 31
March,2014, to the distribution licensee under protest, as the matter
is pending in appeal with the MERC.
10. The Company has advanced amounts aggregating to Rs. 370,000,000 to
Nandi Economic Corridor Enterprises Limited (NECE), Subsidiary Company,
for purchase of developed parcels of land, which remain outstanding at
the balance sheet date. These have been considered as good and
recoverable in these financial statements by the Management of the
Company based on the balance confirmation received from NECE.
11. Certain litigations by and against the Company and the
subsidiaries of the Company are pending in various courts and the
matter is subjudice. No cognizance thereof is taken in the preparation
of the financial statements, pending final outcome of the cases.
12. Disclosures required as per Clause 32 of the Listing Agreement
have been set out in a separate statement annexed hereto.
13. The Company is required to apply for Open Access Permission to
Maharashtra State Electricity Distribution Co. Ltd., (MSEDCL) every
financial year. Upon receipt of the Open Access Permission, the credit
notes are issued by MSEDCL for power generated at the Company''s wind
farm at Satara which are subsequently adjusted in the power bill of the
customer in Pune.
14. Provident Fund
The Provident Fund contribution is made to BFUL Staff Provident Fund
Trust. In terms of guidance note issued by the Institute of Actuaries
of India, the actuary has provided a valuation of Provident Fund
Liability based on assumptions listed below. The assumptions used in
determining the present value of obligation of the interest rate
guarantee under deterministic approach are
The Company has applied for Open Access Permission to MSEDCL for the
financial year 1 April, 2014 to 31 March, 2015 well in time. However,
due to certain policy issues at MSEDCL, it has still not granted Open
Access Permission to the Company for the said year and consequently
credit notes for this period are awaited from MSEDCL. The Company had
preferred an appeal with MERC against this decision of MSEDCL.
Pending issuance of these credit notes, the Company has recognized
revenue from power generation during 1 April, 2014 to 31 March, 2015 at
the average power tariff base rate at Rs. 5.75 per unit generated.
In case of unfavourable decision by MERC and consequent sale of power
to MSEDCL at Rs. 2.52 per unit generated, as per case no 58 of 2008
issued by MSEDCL, the profits of the Company for that year would be
lower by about Rs. 40.5 million net of tax.
However the Company has received Open Access Permission for 3 years
from 1 April, 2015.
15. During the year, the operations of wind farm of the Company were
partially affected due to the local issues at the wind farm site and
disputes with the service provider. The power generation and
corresponding income from operation is lower due to these disturbances.
The wind farm has since been functioning normally.
16. The company has formed Corporate Social Responsibility (CSR)
Committee and has also adopted a CSR Policy in accordance with the
provisions of section 135 of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The Company
recognises CSR spends as and when incurred. Relevant details for the
financial year covered by these statements are as under.
17. During the year, the Company has sold 0% OFCD''s held in DGM
Realities Pvt Ltd. at a profit of Rs 40.4 million.
18. The Company has reclassified previous figures to confirm to this
Related parties where control exist
Subsidiaries Nandi Infrastructure Corridor Enterprise Ltd.
Nandi Highway Developers Ltd.
Step down subsidiary Nandi Economic Corridor Enterprise Ltd.
Associate Hospet Bellari Highways Pvt. Ltd. #
Enterprises owned or significantly Bharat Forge Ltd.
influenced by key management BF Investment Ltd.
personnel or their relatives /Enterprises under common control
Key management personnel Mr. B.S. Mitkari* (CEO & CS)
# Ceases to be an associate w.e.f. 17 February , 2015.
*Mr. B.S.Mitkari (CEO) and Mr. S.S.Joshi (Chief Financial Officer) are
key managerial personnel w.e.f. 31 March, 2015 in accordance with the
provisions of the Companies Act 2013.
* Does not include gratuity and leave encashment since the same is
considered for all employees of the Company as a whole
(iv) Gurantee given on behalf of subsidiary
The Company has given security to Axis Bank Limited to the extent of
Rs. 300 Million for securing the term loan facility granted by it to
Nandi Highway Developers Ltd. (See note no. 28A)
The Company has given security to Kotak Mahindra Investments Limited to
the extent of Rs.300 Million securing the term loan facility granted by
it to it to Nandi Highway Developers Limited. (See note no. 28B)