TIDMMYT
RNS Number : 1710S
Mytrah Energy Ltd
29 September 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN
29 September 2017
Mytrah Energy Limited
("Mytrah" or the "Company")
Interim consolidated Results for the six months ended 30 June
2017
Mytrah Energy Limited, the India-based renewable focused
Independent Power Producer, is pleased to announce its interim
results for the six months to 30 June 2017.
Financial Highlights:
-- These interim consolidated results reflect the adoption of
IFRIC 12 Service concession arrangement which has affected the
treatment of revenue and revision of estimated useful life of the
property plant and equipment and accelerated depreciation/
amortization.
-- Reported Revenue of USD 228.53 million, an increase of 360%
(53% on a directly comparable basis) over the comparative period
(1H 2016: USD 49.66m)
-- Reported EBITDA of USD 82.29 million up 85% (45% on a
directly comparable basis) (1H 2016: USD 44.60m)
-- Cash and bank balances of USD 48.84 million
-- Post period-end issued approximately USD 277 million
non-convertible debentures to Piramal Group and replaced existing
investments from IDFC Alternatives Limited, AION Capital, Merrill
Lynch and Goldman Sachs, with part of the facility also providing
growth capital to the Company.
Operational Highlights:
-- Won 250 MW wind power project in auction through the first
competitive bid in the Indian wind power sector
-- Completed construction of 74 MW projects in the period,
taking the installed capacity to 1075 MW
-- Post period-end added 105 MW of solar plants, taking the
total installed wind and solar capacity to 1180 MW
-- Additional 563 MW of wind and solar in construction, taking
the total to 1743 MW by mid 2018
-- Post period-end won up to 57 MW in solar rooftop auctions
Commenting on Mytrah's performance, Ravi Kailas, Chairman,
said:
"We are pleased to report another strong set of first half
results, reflecting the quality of our assets and our focus on
driving operational performance. The first half of 2016 also saw
the addition of more wind capacity, and our first solar plants
began operating.
The commencement of our solar operations is a significant
milestone for the company, further diversifying our cash flow, and
expanding our renewable energy capability significantly. With our
total installed capacity currently at 1180 MW, Mytrah is firmly
established as a leading player in the Indian renewable energy
sector, with a significant amount of further capacity now in
construction.
The Indian Government's adoption of auctions as the principal
source of new capacity is an exciting development. We've built a
strong depth of capability across the full value chain in both wind
and solar, along with an excellent pipeline of future
opportunities. Our success in recent wind and solar auctions
demonstrates this capability and we believe that we are well
positioned to win substantial power capacity in future auctions,
underpinning our continued expansion.
The USD 277 million financing from Piramal is a major milestone
for Mytrah, re-financing the last part of our early-stage mezzanine
funding and providing support for future growth. Attracting this
level of investment from an investor of Piramal's stature reaffirms
the quality of Mytrah's operating portfolio and the resulting
strong, stable and well diversified cash flow it generates."
For further information please visit www.mytrah.com or
contact:
Mytrah Energy Limited +44 (0)20 3402
Ravi Kailas / Bob Smith 5790
Investec Bank plc +44 (0)20 7597
Chris Sim / Jeremy Ellis 4000
Mirabaud Securities LLP +44 (0)20 7878
Peter Krens / Rory Scott 3360
Yellow Jersey PR Limited +44 (0)7747
Charles Goodwin / Abena Affum 788 221
Chairman's Statement:
On behalf of the Board, I am pleased to announce the interim
consolidated results for Mytrah Energy Limited ("Mytrah" or the
"Company", and with the subsidiary companies, the "Group") for the
six months ended 30 June 2017.
Projects in operation
During the reporting period Mytrah grew its generation capacity
to 1075 MW. This growth has continued post period-end, taking the
total capacity to 1180 MW. Our strategically diversified portfolio,
spread across wind and solar projects in over 30 locations and 8
states is working well, with good growth in generation from our
combined portfolio of assets. Wind power generation was higher
during the first six months compared to the first half of 2016 due
to additional capacity coming into operation, resulting in a 53%
revenue increase on a like-for-like basis. This revenue growth has
been achieved despite the impact of a transformer failure at a
Government substation in Rajasthan. This has now been rectified,
and our portfolio diversification has limited the impact to around
6% of revenue in 1H 2017.
Projects under construction
We expect capacity growth to continue over the next few quarters
as we complete the 563 MW of wind and solar projects currently
under construction. As such we expect to meet our power capacity
target of 1743 MW by mid 2018.
Financial Results
Particulars Six months Six months Change
ended ended
30 June 30 June
2017 2016
--------------------------------- ----------- ----------- ---------
USD m USD m USD
m
--------------------------------- ----------- ----------- ---------
Revenue Income (Including
construction revenue
on IFRIC 12 assets) 228.53 49.66 178.87
--------------------------------- ----------- ----------- ---------
Other operating income 1.50 0.41 1.09
--------------------------------- ----------- ----------- ---------
Construction Cost (134.89) (134.89)
--------------------------------- ----------- ----------- ---------
Employee benefits expenses (3.53) (1.08) (2.45)
--------------------------------- ----------- ----------- ---------
Other expenses (9.32) (4.39) (4.93)
--------------------------------- ----------- ----------- ---------
Earnings before interest,
tax, depreciation and
amortisation (EBITDA) 82.29 44.60 37.69
--------------------------------- ----------- ----------- ---------
Depreciation and amortisation
expense (34.99) (10.23) (24.76)
--------------------------------- ----------- ----------- ---------
Equity Settled Employee
Benefits (0.86) (1.98) 1.12
--------------------------------- ----------- ----------- ---------
Operating Profit 46.44 32.39 14.05
--------------------------------- ----------- ----------- ---------
Finance income 2.24 2.97 (0.73)
--------------------------------- ----------- ----------- ---------
Finance costs (54.08) (35.79) (18.29)
--------------------------------- ----------- ----------- ---------
Other finance costs on
refinancing (1.26) (6.37) 5.11
--------------------------------- ----------- ----------- ---------
Loss Before Tax (6.66) (6.80) 0.14
--------------------------------- ----------- ----------- ---------
Taxation expense 1.16 1.19 (0.03)
--------------------------------- ----------- ----------- ---------
Loss after tax (5.50) (5.61) 0.11
--------------------------------- ----------- ----------- ---------
Reported EBITDA as above 82.29 44.60 37.69
--------------------------------- ----------- ----------- ---------
Non-recurring and non-cash
adjustments:
--------------------------------- ----------- ----------- ---------
Doubtful advances written-off 0.24 0.42 (0.18)
--------------------------------- ----------- ----------- ---------
Provision for trade receivables 0.00 0.10 (0.10)
--------------------------------- ----------- ----------- ---------
GBI Registration fee 0.08 0.42 (0.34)
--------------------------------- ----------- ----------- ---------
Total adjustments 0.32 0.94 (0.62)
--------------------------------- ----------- ----------- ---------
Underlying EBITDA 82.61 45.54 37.07
--------------------------------- ----------- ----------- ---------
Reported Loss Before
Tax as above (6.66) (6.80) 0.14
--------------------------------- ----------- ----------- ---------
Adjustments as referred
above 0.32 0.94 (0.62)
--------------------------------- ----------- ----------- ---------
Share-based payments 0.86 1.98 (1.12)
--------------------------------- ----------- ----------- ---------
One-off interest cost
on re-financing of existing
term loans 1.26 6.37 (5.11)
--------------------------------- ----------- ----------- ---------
Underlying (loss) / profit
before tax (4.22) 2.49 (6.71)
--------------------------------- ----------- ----------- ---------
Revenue
The Group's revenue for the six months ended 30 June 2017 was
USD 228.53m (1H 2016: USD 49.66m), an increase of USD 178.87m, or
USD 26.51m on a like for like basis. The increase in revenues on a
like for like basis is primarily on account of capacity additions
during the year.
In India, the Group is adopting Ind-AS, (Indian - adoption of
International Financial Reporting Standards (IFRS)) for the first
time, with effect from 1st April 2016. As part of the first-time
adoption, the Group needs to evaluate and align all its accounting
treatment under both Ind-AS and IFRS. In the previous year, the
Group has reviewed its accounting treatment with respect to revenue
recognition and started implementing IFRIC 12 accounting for
revenue recognition from Service Concession Arrangements.
Service Concession Arrangements (SCA) apply to all of the
Group's current solar projects and certain wind plants on a
prospective basis. As per IFRIC 12 accounting, in the previous year
the Group has begun recognising construction revenue, which is
earned by the Indian holding company, MEIPL, when it constructs
assets for its SPVs. In the past construction revenue was not
recognised as the same was eliminated as part of Intra-company
eliminations. However, as per the current requirements of IFRIC 12
accounting the same are being recognised as Revenue. Consequent to
the adoption of IFRIC 12 accounting, assets which qualify for SCA
accounting are treated as intangibles/intangibles under
development.
The impact in the current half-year financials on account of SCA
accounting is given below:
a) Impact on revenue and EBITDA
Particulars Amount (USD
m)
------------------------ ------------
Construction Revenue 152.36
------------------------ ------------
Construction Cost (134.89)
------------------------ ------------
Margin added to EBITDA 17.47
------------------------ ------------
b) Impact on Balance Sheet
Assets valued at USD 160.77 m, created based on the Service
Concession Arrangement, are classified as intangibles and amortised
over a period of 25 years as per Group's accounting policy.
EBITDA
The Group has recorded EBITDA of USD 82.29m for the period (1H
2016: USD 44.60m) up USD 37.69 on a like-for-like basis, an
approximate 85% increase, reflecting the increase in revenues and
the effects of IFRIC 12 accounting. On a like-for-like basis, the
increase over 1H 2016 is USD 20.22m, or 45%.
Finance cost
Financing costs at USD 54.08m were USD 18.29m higher than the
prior year due to the increased debt of the recently commissioned
capacity leading to higher interest on operating assets
commissioned during the past six months, which were under
construction during the comparable period last year.
Profit before tax
At a consolidated level the Group recorded a loss before tax
(PBT) of USD (6.66m) during the current period against a loss
before tax of USD (6.80m) in the corresponding previous period.
Change in PBT in the current period is primarily due to the
increased revenues being offset by increased depreciation charges
as a result of the changes in useful life assessed for the
company's asset portfolio, along with increased finance costs as
above.
Taxation
The tax credit for the current period was USD 1.16m (1H 2016:
USD 1.19m).
Earnings per share:
Basic and diluted earnings /(loss) per share for the six months
ended 30 June 2017 was USD (2.98) cents (1H 2016 USD (3.43) cents
each) each respectively.
Financial position
The value of our Asset portfolio increased by USD 239.19m to USD
1,447m (31 Dec 2016: USD 1,207.81m), all of which relates to
investments made during the last six months in the construction of
our new plants.
As discussed above, the adoption of IFRIC 12 accounting policy
for some of our assets on a prospective basis means that they are
classified as intangible assets and amortised over a period of 25
years. The remainder of our assets are classified as Property,
plant and equipment.
Assets 30 June 31 December
2017 2016
------------------------------- --------- ------------
USD m USD m
------------------------------- --------- ------------
Property, plant and equipment 620.01 597.22
------------------------------- --------- ------------
Intangible assets 611.90 440.89
------------------------------- --------- ------------
Other investments 2.67 0.34
------------------------------- --------- ------------
Other non-current assets 39.25 31.18
------------------------------- --------- ------------
Current assets 111.99 84.66
------------------------------- --------- ------------
Cash and bank balances
including liquid investments 48.84 45.17
------------------------------- --------- ------------
Deferred tax assets 11.48 8.35
------------------------------- --------- ------------
Total assets 1,446.14 1,207.81
------------------------------- --------- ------------
During the period, liabilities increased from USD 1,067.37m to
USD 1,302.38m and increase of USD 235.01m, primarily due to
increases in long term debt which has been drawn to support
construction of the solar projects.
Cash flow
The cash generated from operations during the period was USD
83.67m (1H 2016: inflow USD 16.05m). Investing activities for the
current period resulted in a cash outflow of USD 171.33m (1H 2016:
outflow of USD 121.79m). Net financing cash inflows were USD 86.78m
(1H 2016: inflows of USD 112.13m). At 30 June 2017 the Group had
cash and bank balances of USD 48.84m (31 December 2016: USD
45.17m).
Ravi Kailas
Chairman
Mytrah Energy Limited
INDEPENT REVIEW REPORT TO MYTRAH ENERGY LIMITED
Conclusion
We have been engaged by Mytrah Energy Limited ("the Company" or
"the Group") to review the consolidated condensed set of financial
statements in the half-yearly report for the six months ended 30
June 2017 which comprises the Condensed Consolidated Interim Income
Statement, Statement of Other Comprehensive Income, Statement of
Financial Position, Statement of Changes in Equity, Statement of
Cash Flows and the related explanatory notes.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly report for the six months ended 30 June 2017 is
not prepared, in all material respects, in accordance with IAS 34
Interim Financial Reporting as adopted by the EU and the AIM
Rules.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity issued by the Auditing Practices Board for use in the
UK. A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. We read the other information contained in the
half-yearly report and consider whether it contains any apparent
misstatements or material inconsistencies with the information in
the condensed set of financial statements.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
Directors' responsibilities
The half-yearly report is the responsibility of, and has been
approved by, the directors. The directors are responsible for
preparing the half-yearly report in accordance with the AIM
Rules.
The annual financial statements of the Group are prepared in
accordance with International Financial Reporting Standards as
adopted by the EU. The directors are responsible for preparing the
condensed set of financial statements included in the half-yearly
financial report in accordance with IAS 34 as adopted by the
EU.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial statements in the half-yearly report
based on our review
The purpose of our review work and to whom we owe our
responsibilities
This report is made solely to the Company in accordance with the
terms of our engagement. Our review has been undertaken so that we
might state to the Company those matters we are required to state
to it in this report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company for our review work, for this
report, or for the conclusions we have reached.
29 September 2017
KPMG Audit LLC
Chartered Accountants
Heritage Court
41 Athol Street
Douglas
Isle of Man
Condensed Consolidated Interim Income Statement for the six
months ended 30 June 2017
Six months Six months
ended ended
30 June 30 June
Note 2017 2016
Continuing operations USD USD
Revenue 4 228,526,224 49,659,367
Other operating income 4 1,507,788 410,011
Construction cost (134,893,991) -
Employee benefits expense (3,525,318) (1,080,953)
Other expenses 5 (9,324,913) (4,389,579)
------------- ------------
Earnings before interest,
tax, depreciation and amortisation
(EBITDA) 82,289,790 44,598,846
Depreciation and amortisation 11
charge & 12 (34,986,438) (10,234,619)
Equity settled employee benefits (858,658) (1,979,240)
------------- ------------
Operating profit 46,444,694 32,384,987
------------- ------------
Finance income 6 2,244,059 2,971,107
Finance costs 7 (54,076,149) (35,792,568)
Other finance costs on refinancing 8 (1,263,806) (6,368,207)
------------- ------------
Net finance costs (53,095,896) (39,189,668)
------------- ------------
Loss before tax (6,651,202) (6,804,681)
Income tax credit 9 1,163,961 1,190,819
Loss for the period from
continuing operations (5,487,241) (5,613,862)
------------- ------------
Loss attributable to
-Owners of the Company (4,881,366) (5,613,862)
-Non-controlling interest (605,875) -
Earnings / (loss) per share
-Basic 10 (0.02983) (0.0343)
-Diluted 10 (0.02983) (0.0343)
The accompanying notes form an integral part of these condensed
consolidated interim financial statements.
Condensed consolidated interim statement of other
comprehensive income for the six months ended 30
June 2017
Six months
Six months ended
ended 30 June
30 June 2017 2016
USD USD
Loss for the period (5,487,241) (5,613,862)
Other comprehensive (loss) /
income
a) Items that will never be reclassified
to profit and loss
Actuarial gain on employment
benefit obligations (note 26) 142,282 157,657
b) Items that may be reclassified
to profit or loss
Change in fair value of available-for-sale
financial assets (note 26) 290,852 (504,762)
Foreign currency translation
adjustments (note 26) 6,765,393 (2,077,770)
Total other comprehensive income
/ (loss) 7,198,527 (2,424,875)
------------- -----------
Total comprehensive income /
(loss) for the period 1,711,286 (8,038,737)
------------- -----------
Total comprehensive income /
(loss) attributable to
* Owners of the Company 2,317,161 (8,038,737)
* Non-controlling interest (605,875) -
The accompanying notes form an integral part of these condensed
consolidated interim financial statements.
Condensed consolidated interim statement
of financial position as at 30 June 2017
Note 30 June 31 December
2017 2016
USD USD
Assets
Non-current assets
Intangible assets 11 611,901,759 440,884,001
Property, plant and equipment 12 620,013,822 597,218,572
Other non-current assets 13 39,253,264 31,183,297
Other investments 14 2,666,305 344,355
Deferred tax assets 15 11,483,963 8,347,337
---------------- ----------------
Total non-current assets 1,285,319,113 1,077,977,562
Current assets
Trade receivables 16 33,898,437 52,491,512
Other current assets 17 42,000,297 21,463,598
Current tax assets 9 121,458 -
Current investments 35,968,854 10,700,833
Cash and bank balances 18 48,837,239 45,172,919
---------------- ----------------
Total current assets 160,826,285 129,828,862
---------------- ----------------
Total assets 1,446,145,398 1,207,806,424
---------------- ----------------
Liabilities
Current liabilities
Borrowings 19 83,463,985 68,976,071
Finance lease obligations 20 256,288 218,208
Trade and other payables 21 41,424,654 26,389,923
Retirement benefit obligations 43,875 47,103
Current tax liabilities 9 812,394 414,987
---------------- ----------------
Total current liabilities 126,001,196 96,046,292
---------------- ----------------
Non-current liabilities
Borrowings 19 1,060,864,438 876,121,830
Finance lease obligations 20 12,287,063 11,797,678
Other payables 21 98,856,866 79,505,674
Derivative financial instruments 22 3,616,076 3,375,881
Retirement benefit obligations 750,287 526,652
Total non-current liabilities 1,176,374,730 971,327,715
---------------- ----------------
Total liabilities 1,302,375,926 1,067,374,007
---------------- ----------------
Net assets 143,769,472 140,432,417
Equity
Share capital 24 72,858,278 72,858,278
Capital contribution 25 16,721,636 16,721,636
Retained earnings (6,105,508) 1,139,870
Other reserves 26 (9,649,582) (20,432,502)
---------------- ----------------
Equity attributable to owners
of the Company 73,824,824 70,287,282
---------------- ----------------
Non-controlling interest 27 69,944,648 70,145,135
Total equity 143,769,472 140,432,417
---------------- ----------------
These condensed consolidated interim financial statements were
approved by the Board of Directors and authorised for use on 29
September 2017.
Signed on behalf of the Board of Directors by:
Ravi Kailas Russell Walls
Chairman Director
The accompanying notes form an integral part of these condensed
consolidated interim financial statements.
Consolidated statement of changes in equity for the six-month
ended 30 June 2017
Share Capital Foreign Equity Fair Value Actuarial Retained Capital Debenture Share Non-controlling Total
capital contribution Currency settled reserve valuation earnings redemption redemption warrant interests
translation employee reserve reserve reserve reserve
reserve benefits
reserve
------------------- ---------- ------------ -------------- ----------- ----------- ----------- ------------- ---------- ---------- --------- --------------- -------------
USD USD USD USD USD USD USD USD USD USD USD USD
Balance as at 31
December 2015 72,858,278 16,721,636 (40,381,820) 4,744,040 550,420 (278,783) 9,767,315 1,668,045 5,560,906 2,038,960 50,704,983 123,953,980
Loss for the period - - - - - - (5,613,862) - (5,613,862)
Foreign currency
translation
adjustments - - (2,077,770) - - - - - - - - (2,077,770)
Issue of shares to
NCI - - - - - - - - - - 7 7
Creation of
debenture
redemption reserve - - - - - - (1,430,653) - 1,430,653 - -
Tax on payment
towards liability
component of CCPS - - - - - - (423,609) - - - - (423,609)
Actuarial gain/
(loss) on employee
benefit
obligations - - - - - 157,657 - - - - - 157,657
Change in fair
value of
available-for-sale
financial
investments - - - - (504,762) - - - - - - (504,762)
Equity settled
share based
payments - - 2,106,949 - - - - - - - 2,106,949
------------------- ---------- ------------ -------------- ----------- ----------- ----------- ------------- ---------- ---------- --------- --------------- -------------
Balance as at 30
June 2016 72,858,278 16,721,636 (42,459,590) 6,850,989 45,658 (121,126) 2,299,191 1,668,045 6,991,559 2,038,960 50,704,990 117,598,590
------------------- ---------- ------------ -------------- ----------- ----------- ----------- ------------- ---------- ---------- --------- --------------- -------------
Balance as at 31
December 2016 72,858,278 16,721,636 (41,298,009) 7,963,103 87,520 (89,359) 1,139,870 3,869,633 6,995,650 2,038,960 70,145,135 140,432,417
Loss for the period - - - - - - (4,881,366) - - - (605,875) (5,487,241)
Foreign currency
translation
adjustments - - 6,765,393 - - - - - - - - 6,765,393
Issue of Shares to
Non-Controlling
Interest - - - - - - - - - - 405,388 405,388
Creation of
debenture
redemption reserve - - - - - - (2,364,012) - 2,364,012 - - -
Actuarial gain/
(loss) on employee
benefit
obligations - - - - - 142,282 - - - - - 142,282
Change in fair
value of
available-for-sale
financial
instruments - - - - 290,852 - - - - - - 290,852
Equity settled
share based
payments - - - 1,220,381 - - - - - - - 1,220,381
------------------- ---------- ------------ -------------- ----------- ----------- ----------- ------------- ---------- ---------- --------- --------------- -------------
Balance as at 30
June 2017 72,858,278 16,721,636 (34,532,616) 9,183,484 378,372 52,923 (6,105,508) 3,869,633 9,359,662 2,038,960 69,944,648 143,769,472
------------------- ---------- ------------ -------------- ----------- ----------- ----------- ------------- ---------- ---------- --------- --------------- -------------
The accompanying notes form an integral part of these condensed
consolidated interim financial statements.
Condensed consolidated interim statement of cash
flow for the six months ended 30 June 2017
Six months Six months
ended ended
30 June 30 June
2017 2016
USD USD
Cash flow from operating activities
Loss before tax (6,651,202) (6,804,681)
Adjustments:
Equity settled employee benefits 858,658 1,979,240
Depreciation and amortisation 34,986,438 10,234,619
Interest income (1,107,777) (1,255,679)
Finance costs including other
finance costs on refinancing 55,339,955 42,160,774
Finance lease income (296,153) (223,606)
Advances written off (238,235) 422,933
Provision of trade receivables - 100,722
Loss on sale of property,
plant and equipment 6,184 211
Gain on disposal of available-for-
sale financial investments (774,594) (1,464,920)
Fair valuation of derivative
financial instruments 74,760 49,585
Operating cash flow before
working capital changes 82,198,034 45,199,198
Movements in working capital:
Decrease / (Increase) in trade
receivables and unbilled revenue 5,408,249 (28,299,120)
Increase in inventories - (260,725)
Increase in other assets (4,082,108) (385,101)
Increase / (Decrease) in trade
and other payables 1,297,220 (201,133)
-------------- --------------
Cash generated from operations 84,821,395 16,053,119
Income tax paid (1,154,389) (2,647,605)
-------------- --------------
Net cash generated from operating
activities (A) 83,667,006 13,405,514
Cash flow from investing activities
Purchase of property, plant
and equipment, net (144,397,624) (178,199,433)
(Investment in) / proceeds
from sale mutual funds - net (23,315,959) 32,748,033
Deposits (placed) / redeemed
with banks (4,571,509) 22,633,306
Interest income received 955,236 1,032,074
-------------- --------------
Net cash used in investing
activities (B) (171,329,856) (121,786,020)
Cash flow from financing activities
Payment towards liability
component of CCPS - (2,504,449)
Proceeds from issue of shares
to non-controlling interest 405,388 7
Proceeds from borrowings 251,068,498 493,378,680
Repayment of borrowings (97,825,631) (336,745,127)
Interest paid (66,865,467) (41,998,587)
-------------- --------------
Net cash flow from financing
activities (C) 86,782,788 112,130,524
Net (decrease) / increase
in cash and cash equivalents
(A+B+C) (880,062) 3,750,018
Cash and cash equivalents
at beginning of the period 13,300,995 5,910,786
Effect of exchange rate fluctuations 658,178 (149,095)
-------------- --------------
Cash and cash equivalents
at end of the period (refer
note18) 13,079,111 9,511,709
-------------- --------------
Notes to the condensed consolidated interim financial statements
for the six months ended 30 June 2017
1. General information
Mytrah Energy Limited ("MEL" or the "Company" or the "Parent
Company") is a non-cellular company, liability limited by shares,
incorporated on 13 August 2010 under the Companies (Guernsey) Law,
2008 and is listed on AIM of the London Stock Exchange. The address
of the registered office is PO Box 156, Frances House, Sir William
Place, St Peter Port, Guernsey, GY1 4EU. The Company has the
following subsidiary undertakings, (together the "Group" or the
"Company"), all of which are directly or indirectly held by the
Company, for which condensed consolidated interim financial
statements are being prepared, as set out below:
Sl. No. Subsidiaries Country of Date of Proportion of ownership interest Activity
incorporation Incorporation / voting power
or residence
-------- ------------------ ---------------- ---------------- ---------------------------------- ----------------
30 June 31 December
2017 2016
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
Bindu Vayu
(Mauritius) Investment
1. Limited ("BVML") Mauritius 15 June 2010 100.00 100.00 company
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
Mytrah Energy
(Singapore) Pte. Investment
2. Limited ("MESPL") Singapore 16 August 2013 100.00 100.00 company
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
3. Cygnus Capital Singapore 19 March 2014 - - Refer Note 1
(Singapore) Pte.
Limited
("CCSPL")(1)
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
4. Mytrah Energy Singapore 10 April 2014 - -
Capital Pte.
Limited
("MECPL")(1)
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
5. Mytrah Energy India 12 November 99.99 99.99 Operating
(India) Private 2009 company
Limited ("MEIPL")
(formerly 'Mytrah
Energy (India)
Limited')
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
6. Bindu Vayu Urja India 5 January 2011 100.00 100.00 Operating
Private Limited company
("BVUPL")
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
7. Mytrah Vayu Urja India 24 November 100.00 100.00 Operating
Private Limited 2011 company
("MVUPL")
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
8. Mytrah Vayu India 21 December 100.00 100.00 Operating
(Pennar) Private 2011 company
Limited ("MVPPL")
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
9. Mytrah Vayu India 24 December 100.00 100.00 Operating
(Gujarat) Private 2011 company
Limited ("MVGPL")
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
10. Mytrah India 29 March 2012 100.00 100.00 Operating
Engineering & company
Infrastructure
Private Limited
("ME&IPL")
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
11. Mytrah India 30 March 2012 100.00 100.00 Operating
Engineering company
Private Limited
("MEPL")
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
12. Mytrah Vayu India 18 June 2012 100.00 100.00 Operating
(Krishna) Private company
Limited ("MVKPL")
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
13. Mytrah Vayu India 18 June 2012 64.43 70.49 Operating
(Manjira) Private company
Limited ("MVMPL")
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
14. Mytrah Vayu India 22 June 2012 100.00 100.00 Operating
(Bhima) Private company
Limited ("MVBPL")
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
15. Mytrah Vayu India 22 June 2012 100.00 100.00 Operating
(Indravati) company
Private Limited
("MVIPL")
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
Mytrah Power
(India) Limited 12 September Operating
16. ("MPIL") India 2013 100.00 100.00 company
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
17. Mytrah Vayu India 21 February 100.00 100.00 Operating
(Godavari) 2014 company
Private Limited
("MVGoPL")
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
18. Mytrah Tejas India 22 August 2014 100.00 100.00 Operating
Power Private company
Limited ("MTPPL")
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
19. Mytrah Vayu (Som) India 30 March 2015 100.00 100.00 Operating
Private Limited company
("MVSPL)
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
20. Mytrah Vayu India 30 March 2015 100.00 95.00 Operating
(Tungabhadra) company
Private Limited
("MVTPL)
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
21. Mytrah Aadhya India 16 July 2015 99.90 99.90 Operating
Power Private company
Limited
("MAADPPL")
-------- ------------------ ---------------- ---------------- ---------------- ---------------- ----------------
1. General information (continued)
Sl. No. Subsidiaries Country of Date of Proportion of ownership interest Activity
incorporation Incorporation / voting power
or residence
--------- ---------------- ---------------- ----------------- ---------------------------------- ----------------
31 December
30 June 2017 2016
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
Nidhi Wind
Farms Private
Limited Operating
22. ("NWFPL") India 16 July 2010 100.00 100.00 company
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
23. Mytrah Aakash India 09 September 100.00 100.00 Operating
Power Private 2015 company
Limited
("MAAKPPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
24. Mytrah Agriya India 04 January 2016 100.00 100.00 Operating
Power Private company
Limited
("MAGRPPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
25. Mytrah Abhinav India 04 January 2016 100.00 100.00 Operating
Power Private company
Limited
("'MABHPPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
26. Mytrah Adarsh India 04 January 2016 100.00 100.00 Operating
Power Private company
Limited
("MADAPPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
27. Mytrah Advaith India 04 January 2016 100.00 100.00 Operating
Power Private company
Limited
("MADVPPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
28. Mytrah Akshaya India 02 June 2016 99.90 99.90 Operating
Energy Private company
Limited
("MAKEPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
29. Mytrah Ainesh India 10 June 2016 100.00 100.00 Operating
Power Private company
Limited
("MAIPPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
30. Mytrah Bhannuj India 29 July 2016 100.00 100.00 Operating
Power Private company
Limited
("MBHAPPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
31. Mytrah India 01 August 2016 73.50 73.50 Operating
Bhagiratha company
Power Private
Limited
("MBHGPPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
32. Mytrah Vayu India 23 September 100.00 100.00 Operating
(Arkavati) 2016 company
Private
Limited
("MVARPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
33. Mytrah Vayu India 05 October 2016 100.00 100.00 Operating
(Hemavati) company
Private
Limited
("MVHPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
34. Mytrah Vayu India 25 October 2016 100.00 100.00 Operating
(Narmada) company
Private
Limited
("MVNPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
35. Mytrah India 27 May 2010 96.00 - Operating
N4Electric company
Private
Limited
("MNE4PL") (2)
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
36. Mytrah Vayu India 16 February 2017 100.00 - Operating
(Saraswati) company
Private
Limited
("MVSWPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
37. Mytrah Surya India 23 February 2017 100.00 - Operating
Energy Private company
Limited
("MSUEPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
38. Mytrah Vayu India 23 February 2017 100.00 - Operating
(Gomati) company
Private
Limited
("MVGMPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
39. Mytrah Vayu India 23 February 100.00 - Operating
(Netravati) 2017 company
Private
Limited
("MVNTPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
40. Mytrah Aditya India 27 February 100.00 - Operating
Energy Private 2017 company
Limited
("MAEPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
41. Mytrah Vayu India 02 March 2017 100.00 - Operating
(Sabarmati) company
Private
Limited
("MVSBPPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
42. Mytrah Vayu India 23 May 2017 100.00 - Operating
(Vedavati) company
Private
Limited
("MVVDPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
43. Mytrah Vayu India 23 May 2017 100.00 - Operating
(Maansi) company
Private
Limited
("MVMAPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
44. Mytrah Vayu India 01 June 2017 100.00 - Operating
(Amaravati) company
Private
Limited
("MVAMPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
45. Mytrah Vayu India 24 June 2017 100.00 - Operating
(Kaveri) company
Private
Limited
("MVKVPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
46. Mytrah Vayu India 27 June 2017 100.00 - Operating
(Palar) company
Private
Limited
("MVPLPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
47. Mytrah Vayu India 27 June 2017 100.00 - Operating
(Adayar) company
Private
Limited
("MVADPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
48. Mytrah Vayu India 28 June 2017 100.00 - Operating
(Parbati) company
Private
Limited
("MVPBPL")
--------- ---------------- ---------------- ----------------- ---------------- ---------------- ----------------
1. General information (continued)
Sl. Subsidiaries Country Date of Proportion of Activity
No. of incorporation Incorporation ownership interest
or residence / voting power
----- -------------------- ------------------ --------------- ---------------------- ----------
30 June 31 December
2017 2016
----- -------------------- ------------------ --------------- -------- ------------ ----------
Mytrah Vayu
(Tapti) Private 29 June Operating
49. Limited ("MVTPPL") India 2017 100.00 - company
----- -------------------- ------------------ --------------- -------- ------------ ----------
Mytrah Vayu
(Chitravati)
Private Limited 27 June Operating
50. ("MVCPL") India 2017 100.00 - company
----- -------------------- ------------------ --------------- -------- ------------ ----------
Mytrah Vayu
(Bhavani) Private 24 June Operating
51. Limited (MVBHAPL) India 2017 100.00 - company
----- -------------------- ------------------ --------------- -------- ------------ ----------
Mytrah Ujjval
Power Private 14 February Operating
52 Limited ("MUPPL") India 2017 49.00 - company
----- -------------------- ------------------ --------------- -------- ------------ ----------
(1) Wound off against application by the Group to concerned
authority with effect from 02 January 2016.
(2) Acquired by the group on 27 January 2017.
The principal activity of the Group is to own and operate wind
and solar energy farms as a leading independent power producer
("IPP") and to engage in the sale of energy to the Indian market
through the Company's subsidiaries.
2. Adoption of new and revised standards and interpretations
2.1 New and amended standards adopted during the period:
The Group has adopted the following new standards and
amendments, including any consequential amendments to other
standards with date of initial application of 1 January 2017:
Standard or interpretation Effective for reporting periods starting on or after
--------------------------------------------------------------- -----------------------------------------------------
Disclosure Initiative (Amendments to IAS 7) Annual periods beginning on or after 1 January 2017
--------------------------------------------------------------- -----------------------------------------------------
Recognition of Deferred Tax Assets for Unrealised Losses Annual periods beginning on or after 1 January 2017
(Amendments to IAS 12)
--------------------------------------------------------------- -----------------------------------------------------
Annual Improvements to IFRSs 2014-2016 Cycle - various Annual periods beginning on or after 1 January 2017
standards (Amendments to IFRS 12)
--------------------------------------------------------------- -----------------------------------------------------
Based on the Group's current business model and accounting
policies the adoption of these standards or Interpretations did not
have a material impact on the condensed consolidated interim
financial statements of the Group.
2.2 New standards and interpretations not yet adopted:
At the date of authorisation of these condensed consolidated
interim financial statements, the following standards and
interpretations, have not been applied in these financial
statements, were in issue but not yet effective. The Group is in
the process of evaluating the impact of the following new standards
on its condensed consolidated interim financial statements.
IFRS 9 Financial instruments
IFRS 9, published in July 2014, replaces the existing guidance
in IAS 39 Financial Instruments: Recognition and Measurement. IFRS
9 includes revised guidance on the classification and measurement
of financial instruments, including a new expected credit loss
model for calculating impairment on financial assets, and the new
general hedge accounting requirements. It also carries forward the
guidance on recognition and derecognition of financial instruments
from IAS 39. IFRS 9 is effective for annual reporting periods
beginning on or after 1 January 2018, with early adoption
period.
IFRS 15 Revenue from Contracts with Customers
IFRS 15 establishes a comprehensive framework for determining
whether, how much and when revenue is recognised. It replaces
existing revenue recognition guidance, including IAS 18 Revenue,
IAS 11 Construction Contracts and IFRIC 13 Customer loyalty
Programmes. IFRS 15 is effective for annual reporting periods
beginning on or after 1 January 2018, with early adoption
permitted.
IFRS 16 Leases
In January 2016, the IASB issued a new standard, IFRS 16,
"Leases". The new standard brings most leases on-balance sheet for
lessees under a single model, eliminating the distinction between
operating and finance leases. Lessor accounting, however, remains
largely unchanged and the distinction between operating and finance
leases is retained. IFRS 16 supersedes IAS 17, 'Leases', and
related interpretations and is effective for actual period
beginning on after 01 January 2019, not yet endorsed by European
Union(EU). Earlier adoption of IFRS 16 is permitted if IFRS 15,
'Revenue from Contracts with Customers', has also been applied.
2.2 New standards and interpretations not yet adopted:
(continued)
At the date of authorisation of these financial statements, the
following Standards and relevant Interpretations, have not been
applied in these condensed consolidated interim financial
statements and were effective for the actual period beginning on or
after the below mentioned respective dates, but not yet endorsed by
EU.
IASB effective Standard EU effective
date date
----------------- --------------------------------------- -------------
1 January Classification and Measurement Not yet
2018 of Share-based Payment Transactions endorsed
(Amendments to IFRS 2)
----------------- --------------------------------------- -------------
1 January Applying IFRS 9 Financial instruments Not yet
2018 with IFRS 4 Insurance contracts endorsed
(Amendments to IFRS 4)
----------------- --------------------------------------- -------------
1 January Annual improvement's to IFRSs Not yet
2018 2014-2016 Cycle (Amendments to endorsed
IFRS 1 First-time Adoption of
IFRSs and IAS 28 Investment in
Associates and Joint Ventures)
----------------- --------------------------------------- -------------
1 January IFRIC 22 Foreign Currency Transactions Not yet
2018 and Advance consideration endorsed
----------------- --------------------------------------- -------------
To be Determined Sale or Contribution of Assets Not yet
between an Investor and its Associate endorsed
or Joint Venture (Amendments
to IFRS 10 and IAS 28)
----------------- --------------------------------------- -------------
3. Significant accounting policies
a) Basis of preparation
The condensed consolidated interim financial statements of the
Group have been presented for the six months ended 30 June 2017 in
accordance with IAS 34 'Interim Financial Reporting' as adopted by
the European Union.
The condensed consolidated interim financial statements should
be read in conjunction with the annual financial statements for the
year ended 31 December 2016, which have been prepared in accordance
with International Financial Reporting Standards ("IFRS's") as
adopted by the European Union. The condensed consolidated interim
financial statements have been reviewed, not audited and were
approved for issue by the Board on 29 September 2017. The financial
information contained in this report does not constitute statutory
accounts as defined by sections 243-245 of the Companies (Guernsey)
Law 2008. A copy of the Group's audited statutory accounts for the
year ended 31 December 2016 can be obtained from the Company's
website or writing to the Company Secretary. The independent
auditor's report on those accounts was unqualified and did not
include a reference to any matters which the auditors drew
attention by way of emphasis without qualifying the report and did
not contain a statement under 263 (3) of the Companies (Guernsey)
Law 2008. The condensed consolidated interim financial statements
have been prepared on the basis of accounting policies set out in
the annual report for the year ended 31 December 2016.
Refer note 2 for the new accounting standards/interpretations
adopted with an initial application of 1 January 2017.
b) Going concern
The Directors have considered the financial position of the
Group, its cash position and the undrawn credit facilities as at
the date of these condensed consolidated interim financial
statements. The Directors have, at the time of approving the
condensed consolidated interim financial statements, a reasonable
expectation that the Group has adequate resources to continue its
operational existence for a foreseeable future. Thus, they continue
to adopt the going concern basis of accounting in preparing these
condensed consolidated interim financial statements.
c) Foreign currencies
These condensed consolidated interim financial statements are
presented in United States Dollar ("USD"), which is the
presentational currency of the Company, as the financial statements
will be used by international investors and other stakeholders as
the Company's shares are listed on AIM. The functional currency of
the parent company is Pound Sterling ("GBP"). The functional
currency of all subsidiaries listed in note 1 is Indian Rupee
("INR"), except for BVML and MESPL which are determined as USD.
3. Significant accounting policies (continued)
c) Foreign currencies (continued)
In preparing the financial statements of each individual group
entity, transactions in currencies other than the entity's
functional currency (foreign currencies) are recognised at the
rates of exchange prevailing at the dates of the transactions. At
the end of each reporting period, monetary items denominated in
foreign currencies are retranslated at the rates prevailing at that
date. Non-monetary items carried at fair value that are denominated
in foreign currencies are retranslated at the rates prevailing at
the date when the fair value was determined. Non-monetary items
that are measured in terms of historical cost in a foreign currency
are not retranslated.
Exchange differences on monetary items are recognised in income
statement in the period. For the purposes of presenting condensed
consolidated interim financial statements, the assets and
liabilities of the Group's foreign operations are translated into
US dollars (USD) using exchange rates prevailing at the end of each
reporting period. Income and expense items are translated at the
average exchange rates for the period, unless exchange rates
fluctuate significantly during that period, in which case the
exchange rates at the dates of the transactions are used. Exchange
differences arising, if any, are recognised in other comprehensive
income and accumulated in equity.
The exchange rates used to translate the financial information
of the subsidiaries into USD were as follows:
Six months Six months Year ended
ended ended 31 December
30 June 30 June 2016
2017 2016
------------------------- ----------- ----------- -------------
USD: INR exchange rates
Closing rate 64.6608 67.6083 67.8080
Average rate 65.6308 67.2805 67.0887
------------------------- ----------- ----------- -------------
USD: GBP exchange rates
Closing rate 1.3002 1.3393 1.2336
Average rate 1.2584 1.4339 1.3552
------------------------- ----------- ----------- -------------
d) Use of estimates and judgments
In preparing these condensed consolidated interim financial
statements, management has made judgments, estimates and
assumptions that affect the application of accounting policies and
the reported amounts of assets and liabilities, income and expense.
Actual results may differ from these estimates.
The significant judgments made by management in applying the
Group's accounting policies and the key sources of estimation
uncertainty were the same as those that applied during the year
ended 31 December 2016, with the exception of the new standards
adopted as per note 2.
e) Measurement of fair value
A number of the Group's accounting policies and disclosures
require the measurement of fair values, for both financial and
non-financial assets and liabilities. The Group has an established
control framework with respect to the measurement of fair values.
This includes a Financial reporting team along with an independent
external valuation team that has overall responsibility for
overseeing all significant fair value measurements, including Level
3 fair values, and reports directly to the Chief Financial Officer
("CFO").
f) Determination if the arrangement meets the definition of a
service concession under IFRIC 12 Service Concession
Arrangements
Management had assessed the applicability of IFRIC 12: Service
Concession Arrangements for certain arrangements. In assessing the
applicability, management had exercised significant judgement in
relation to the underlying ownership of the assets, the ability to
enter into Power Purchase Arrangements ('PPA') with any customer
and ability to determine prices and concluded that the arrangements
do not meet the criteria for service concession arrangements in the
past.
In the previous year, as a result of review of useful lives of
Property Plant and Equipment ('PPE'), based on technical
evaluation, wherever the estimated economic life of wind and solar
projects are in line with the PPA period i.e 25 years, management
has adopted IFRIC 12 prospectively for such wind and solar assets.
Management believe that the financial statements will provide more
reliable and relevant information with the application of IFRIC
12.
3. Significant accounting policies (continued)
f) Determination if the arrangement meets the definition of a
service concession under IFRIC 12 Service Concession Arrangements -
(continued)
In assessing the applicability of IFRIC 12, Management has
exercised significant judgement in relation to (i) the arrangements
that are covered under the scope of the accounting for service
concessions which in turn depends on the specific terms and
conditions of the power purchase agreements with the counter
parties and estimates of the life of the related assets, (ii) the
understanding of the nature of the payments in order to determine
the classification of the service concession arrangement as a
financial asset or as an intangible asset and (iii) the recognition
of the revenue from construction including the timing and related
margin to be recognized.
4. Revenue
The Group's revenue from continuing
operations is as follows:
---------------- ----------
Six months
ended
Six months ended 30 June
30 June 2017 2016
USD USD
---------------- ----------
Sale of electricity 68,797,479 44,660,495
Generation based incentive
(1) 6,384,438 4,194,665
Sale of renewable energy
certificates 950,668 795,311
Construction revenue (2) 152,363,962 -
Sale of verified carbon
units 29,677 8,896
Total revenue 228,526,224 49,659,367
Finance income (note 6) 2,244,059 2,971,107
Other operating income 1,507,788 410,011
------------------------------------- ---------------- ----------
Total income 232,278,071 53,040,485
------------------------------------- ---------------- ----------
(1) Generation based incentive are recognised on fulfilment of
eligibility criteria prescribed under Indian Renewable Energy
Development Agency Limited - Generation Based Incentives
Scheme.
(2) The amount of revenue, corresponding cost and margin
recorded in the statement of consolidated income statement on
account of exchange of construction services for an intangible
asset under service concession arrangement is USD 152,363,962 and
USD 134,893,991.
5. Other expenses include costs relating to operation and
maintenance USD 5,577,987 (30 June 2016: USD 2,502,459), Rent USD
758,751 (30 June 2016: USD 766,693), Insurance USD: 702,723 (30
June 2016: USD 305,222), write-off of doubtful advances USD 238,235
(30 June 2016: USD 422,933) and GBI registration fee USD 84,874 (30
June 2016: USD 418,765)
6. Finance income
Six months Six months
ended ended
30 June 30 June
2017 2016
USD USD
---------- ----------
Interest income 1,107,777 1,255,679
Loss on derivative instruments
- compulsory convertible preference
shares (74,760) (49,585)
Finance income on security
deposits 296,153 223,606
Gain on disposal of available-for-sale
investments 774,594 1,464,920
Others 140,295 76,487
---------- ----------
Total finance income 2,244,059 2,971,107
---------- ----------
7. Finance costs
Six months Six months
ended ended
30 June 30 June
2017 2016
USD USD
------------ ------------
Interest on borrowings (59,657,373) (47,540,694)
Interest on liability portion
of CCPS (126,751) (247,287)
Other borrowing costs(1) (3,546,387) (2,947,899)
Total interest expense (63,330,511) (50,735,880)
------------ ------------
Less: amount included in
the cost of qualifying assets(2) 9,254,362 14,943,312
------------ ------------
Total finance cost recognised
in the income statement (54,076,149) (35,792,568)
------------ ------------
7. Finance costs (continued)
(1) Includes finance cost on finance lease obligations USD
749,471 (30 June 2016: USD 555,439).
(2) Amounts included in the cost of qualifying assets during the
period arose on borrowings sanctioned for the purpose of financing
construction of a qualifying asset and it represents the actual
borrowing costs incurred on those borrowings, calculated using the
effective interest rate method.
8. Other finance costs on refinancing
Six months Six months
ended ended
30 June 30 June
2017 2016
USD USD
----------- -----------
Loan refinancing costs (1,263,806) (6,368,207)
----------- -----------
Total (1,263,806) (6,368,207)
----------- -----------
Loan refinancing costs represents the cost of prepayment and
unamortized transaction costs incurred upon refinancing the
existing senior term loans.
9. Taxation
Six months Six months
ended ended
30 June 30 June
2017 2016
USD USD
----------- -----------
Current tax/ MAT expense (1,526,022) (1,656,257)
Deferred tax benefit (note
15) 2,689,983 2,847,076
----------- -----------
Income tax credit 1,163,961 1,190,819
----------- -----------
The Company is exempt from Guernsey income tax under the Income
Tax (Exempt bodies) (Guernsey) Ordinance, 1989 and is subject to an
annual fee. As such, the Company's tax liability is zero. However,
considering that the Company's operations are entirely based in
India, the effective tax rate of the Group of 17.5% has been
computed based on the current tax rates prevailing in India.
Indian companies are subject to corporate income tax or Minimum
Alternate Tax ("MAT"). If MAT is greater than corporate income tax
then MAT is levied. The Company has recognised MAT/ current tax of
USD 1,526,022 (30 June 2016: USD 1,656,257) as MAT is greater than
corporate income tax for the current period.
Income tax expense recognised for the period is reconciled to
loss before tax as per the income statement as follows:
Six months Six months
ended ended
30 June 30 June
2017 2016
USD USD
----------- -----------
Loss before tax (6,651,202) (6,804,681)
Enacted tax rates 34.61% 34.61%
Expected tax expense - -
Effect of:
Deferred tax 2,457,890 1,710,693
Current tax /MAT expense (1,526,022) (1,656,257)
MAT credit 232,093 1,136,383
----------- -----------
Tax credit 1,163,961 1,190,819
----------- -----------
Tax assets / liabilities recognised in the consolidated
statement of financial position:
As at As at
30 June 31 December
2017 2016
USD USD
-------- ------------
Current tax assets 121,458 -
Current tax liabilities 812,394 414,987
10. Earnings per share
Basic earnings per share is calculated by dividing profit
attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the
period.
Six months ended Six months ended
30 June 2017 30 June 2016
USD USD
---------------- ----------------
Basic and diluted:
Loss for the period (4,881,366) (5,613,862)
Weighted average number of ordinary shares (basic) 163,636,000 163,636,000
Add: Effect of weighted average number of share options outstanding - -
Weighted average number of ordinary shares (diluted) 163,636,000 163,636,000
Basic loss per share (0.02983) (0.0343)
Diluted loss per share (0.02983) (0.0343)
---------------- ----------------
As at 30 June 2017, 36,340,389 potential ordinary shares
(includes CCPS, share options and share warrants) (30 June 2016:
36,340,389) were excluded from the diluted weighted average number
of shares calculation because their effect would have been
anti-dilutive.
The average market value of the Company's shares for the purpose
of calculating the dilutive effect of share options was based on
quoted market prices for the year during which the shares and share
options were outstanding.
11. Intangible assets
Intangible assets primarily comprise of application software and
assets under IFRIC 12.
Intangibles
under Service Intangible
Application Concession assets under
Software Arrangements development Total
USD USD USD USD
-------------------------- ------------ --------------- -------------- ---------------
Opening cost as
at 1 January 2016 831,983 - - 831,983
Additions 77,353 - - 77,353
Exchange difference (18,615) - - (18,615)
-------------------------- ------------ --------------- -------------- ---------------
Balance as at
30 June 2016 890,721 - - 890,721
Accumulated amortization
as at
1 January 2016
Balance at the
beginning of the
year 636,735 - - 636,735
Charge for the
period 96,408 - - 96,408
Exchange differences (14,427) - - (14,427)
-------------------------- ------------ --------------- -------------- ---------------
Balance as at
30 June 2016 718,716 - - 718,716
-------------------------- ------------ --------------- -------------- ---------------
Net value as at
30 June 2016 172,005 - - 172,005
-------------------------- ------------ --------------- -------------- ---------------
Net value as at
31 December 2015 195,248 - - 195,248
-------------------------- ------------ --------------- -------------- ---------------
Opening cost as
at 1 January 2017 958,250 406,861,656 48,303,304 456,123,210
Additions 74,062 - 160,771,887 160,845,949
Transfer in /
(out) - 116,237,804 (116,237,804) -
Exchange difference 47,752 21,546,984 3,019,176 24,613,912
-------------------------- ------------ --------------- -------------- ---------------
Balance as at
30 June 2017 1,080,064 544,646,444 95,856,563 641,583,071
Accumulated amortization
as at
1 January 2017
Balance at the
beginning of the
year 760,724 14,478,486 - 15,239,210
Charge for the
period 39,096 13,458,771 - 13,497,867
Exchange differences 37,612 906,623 - 944,235
-------------------------- ------------ --------------- -------------- ---------------
Balance as at
30 June 2017 837,432 28,843,880 - 29,681,312
Net value as at
30 June 2017 242,632 515,802,564 95,856,563 611,901,759
-------------------------- ------------ --------------- -------------- ---------------
Net value as at
31 December 2016 197,526 392,383,170 48,303,304 440,884,001
-------------------------- ------------ --------------- -------------- ---------------
12. Property Plant and equipment
Furniture Assets under Assets under
and Office Land and Plant and Leasehold finance course of
fittings equipment buildings Machinery Computers Vehicles improvements lease construction Total
USD USD USD USD USD USD USD USD USD USD
------------- --------- --------- ---------- ------------ --------- -------- ------------ ------------ ------------- -------------
Opening cost
as at
1 January
2016 149,065 277,224 4,067,974 534,052,840 306,642 543,281 278,207 33,631,173 248,033,551 821,339,957
Additions 10,159 41,694 - - 106,549 1,772 44,398 22,451,132 195,642,595 218,298,299
Transfer in /
(out) - - 14,159,442 311,975,872 - - - - (326,135,314) -
Deletions - (149) - (30,771) - - - - - (30,920)
Exchange
difference (3,317) (6,279) (157,836) (13,220,695) (7,240) (11,920) (6,314) (846,163) (4,800,451) (19,060,215)
------------- --------- --------- ---------- ------------ --------- -------- ------------ ------------ ------------- -------------
Balance as at
30 June 2016 155,907 312,490 18,069,580 832,777,246 405,951 533,133 316,291 55,236,142 112,740,381 1,020,547,121
------------- --------- --------- ---------- ------------ --------- -------- ------------ ------------ ------------- -------------
Accumulated
depreciation
as at 1
January 2016 94,735 116,740 114,102 38,171,857 223,894 282,140 115,238 2,291,049 - 41,409,755
Depreciation
for the
period 17,473 28,336 42,827 9,104,073 30,156 49,342 18,698 924,148 - 10,215,053
Deletions - (81) - (28,848) - - - - - (28,929)
Exchange
difference (2,162) (2,696) (2,709) (880,880) (5,055) (6,425) (2,617) (95,045) - (997,589)
Balance as at
30 June 2016 110,046 142,299 154,220 46,366,202 248,995 325,057 131,319 3,120,152 - 50,598,290
------------- --------- --------- ---------- ------------ --------- -------- ------------ ------------ ------------- -------------
Net book
value as at
30 June 2016 45,861 170,191 17,915,360 786,411,044 156,956 208,076 184,972 52,115,990 112,740,381 969,948,831
------------- --------- --------- ---------- ------------ --------- -------- ------------ ------------ ------------- -------------
Net book
value as at
31 December
2015 54,330 160,484 3,953,872 495,880,983 82,748 261,141 162,969 31,340,124 248,033,551 779,930,202
------------- --------- --------- ---------- ------------ --------- -------- ------------ ------------ ------------- -------------
12. Property Plant and equipment (continued)
Assets
Furniture under Assets under
and Office Land and Plant and Leasehold finance course of
fittings equipment buildings Machinery Computers Vehicles improvements lease construction Total
USD USD USD USD USD USD USD USD USD USD
------------- --------- --------- ------------ ------------ --------- -------- ------------ ----------- ------------- --------------
Opening cost
as at
1 January
2017 171,569 323,516 25,810,986 539,249,268 462,064 582,660 332,625 54,891,647 47,745,617 669,569,952
Additions 30,610 34,602 10,971,487 - 81,386 94,515 9,903 206,924 3,927,355 15,356,782
Transfer in /
(out) - - - 1,954,037 - - - - (1,954,037) -
Deletions - - (41,283) (44,889) - - - - - (86,172)
Exchange
difference 8,810 16,265 1,420,275 26,275,491 23,711 29,778 16,339 2,674,842 2,353,524 32,819,035
------------- --------- --------- ------------ ------------ --------- -------- ------------ ----------- ------------- --------------
Balance as at
30 June 2017 210,989 374,383 38,161,465 567,433,907 567,161 706,953 358,867 57,773,413 52,072,459 717,659,597
------------- --------- --------- ------------ ------------ --------- -------- ------------ ----------- ------------- --------------
Accumulated
depreciation
as at 1
January 2017 125,475 171,753 214,349 66,981,764 273,662 332,538 153,210 4,098,629 - 72,351,380
Depreciation
for the
period 20,704 33,070 143,728 19,683,376 34,988 55,976 23,599 1,493,130 - 21,488,571
Deletions - - - (37,545) - - - - - (37,545)
Exchange
difference 6,418 8,856 12,589 3,554,932 13,845 17,025 7,811 221,893 - 3,843,369
Balance as at
30 June 2017 152,597 213,679 370,666 90,182,527 322,495 405,539 184,620 5,813,652 - 97,645,775
------------- --------- --------- ------------ ------------ --------- -------- ------------ ----------- ------------- --------------
Net book
value as at
30 June 2017 58,392 160,704 37,790,799 477,251,380 244,666 301,414 174,247 51,959,761 52,072,459 620,013,822
------------- --------- --------- ------------ ------------ --------- -------- ------------ ----------- ------------- --------------
Net book
value as at
31 December
2016 46,094 151,673 25,596,637 472,267,504 188,402 250,122 179,415 50,793,018 47,745,617 597,218,572
------------- --------- --------- ------------ ------------ --------- -------- ------------ ----------- ------------- --------------
1. An amount of USD 9,254,362 (30 June 2016: USD 14,943,312)
pertaining to interest on borrowings was capitalized as the funds
were used for the construction of qualifying assets (refer note
7).
2. Summary of depreciation and amortization charge:
Six months Six months
ended ended
30 June 30 June
2017 2016
USD USD
---------- ----------
Amortization of intangible assets
(refer note 11) 13,497,867 96,408
Depreciation / amortization charge
on tangible assets 21,488,571 10,215,053
Depreciation and amortization
capitalized during the period,
net relating to wind farm assets
under course of construction - (76,842)
---------- ----------
Total depreciation and amortization
charge 34,986,438 10,234,619
---------- ----------
13. Other non-current assets
As at As at
30 June 31 December
2017 2016
USD USD
------------- ------------
Deposits 10,663,346 9,847,022
Capital advances 16,773,205 8,649,379
Prepayments 11,816,713 12,686,896
Total other non-current assets 39,253,264 31,183,297
------------- ------------
Deposits mainly comprise of refundable security deposits placed
with related parties towards usage of land and power evacuation
facilities for a period of 20 years. The difference between the
fair value and the nominal value of the deposits has been
classified as assets under finance lease.
Capital advances represent advance payments made to suppliers
and related parties for the construction of wind farm assets and
solar plants, as part of long-term construction and service
contracts.
Prepayments primarily relate to amounts paid in advance towards
lease rentals for lands which have been taken on lease basis from
the suppliers of wind turbine generators and related parties for a
period ranging up to 20 years and are renewable provided the main
lease is renewed by the government authorities and other
parties.
14. Other investments
As at As at
30 June 31 December
2017 2016
USD USD
--------- ------------
Deposits with banks(1) 2,666,305 344,355
Total 2,666,305 344,355
--------- ------------
(1) Represents margin money and fixed deposits placed with banks
and financial institutions with maturity period greater than one
year.
15. Deferred tax assets
The following are the major components of deferred tax
liabilities and assets recognized by the Group and movements
thereon during the current period.
Recognised
As at in income As at
31 December 2016 statement Foreign exchange 30 June 2017
USD USD USD USD
Property, plant and equipment (24,790,817) (4,774,870) (1,278,276) (30,843,963)
Provisions for employee benefits 198,577 65,633 10,650 274,860
MAT credit 6,682,495 232,092 328,739 7,243,326
Tax losses 26,257,082 7,167,125 1,385,533 34,809,740
--------------------------------- ----------------- ----------- ---------------- -------------
Net deferred tax asset 8,347,337 2,689,980 446,646 11,483,963
--------------------------------- ----------------- ----------- ---------------- -------------
Deferred tax assets and liabilities are offset where the Group
has a legally enforceable right to do so. The following is the
analysis of the deferred tax balances (after offset) recognized in
the consolidate balance sheet:
As at As at
30 June 31 December
2017 2016
USD USD
---------------- ---------------
Deferred tax assets 42,327,926 33,138,154
Deferred tax liabilities (30,843,963) (24,790,817)
---------------- ---------------
Deferred tax asset, net 11,483,963 8,347,337
---------------- ---------------
16. Trade receivables
As at As at
30 June 31 December
2017 2016
USD USD
---------- ------------
Trade receivables 34,227,057 52,804,880
Less: Provision for impairment
of trade receivables (328,620) (313,368)
---------- ------------
Total 33,898,437 52,491,512
---------- ------------
Trade receivables disclosed above are classified as loans and
receivables in accordance with IAS 32 and are therefore measured at
amortised cost.
Trade receivables include amounts which are past due at the
reporting date but against which the Group has not recognised any
allowance for doubtful receivables because there has not been a
significant change in credit quality and the amounts are still
recoverable. The average age of the receivables was 168 days during
the period ended 30 June 2017 (31 December 2016: 118 days). The
maximum exposure to credit risk at the reporting date is the
carrying value of each customer.
The fair value of trade receivables approximates their carrying
amounts largely due to the short-term maturities of these
instruments and hence management considers the carrying amount of
trade receivables to be approximately equal to their fair value. As
at 30 June 2017, the Group has 61 customers (31 December 2016: 45
customers).
17. Other current assets
As at As at
30 June 31 December
2017 2016
USD USD
----------- ------------
Deposits 280,610 287,702
Accrued interest 691,707 511,960
Prepayments 3,487,000 1,511,940
Accrued income 29,087,645 12,982,342
Other receivables 8,453,335 6,169,654
----------- ------------
Total other current assets 42,000,297 21,463,598
----------- ------------
Prepayments primarily relate to amounts paid in advance for
lease rentals for land and power evacuation facilities.
Accrued income primarily represents amounts receivable from the
customer on the sale of electricity and the amount recoverable from
the Indian Renewable Energy Development Authority ("IREDA") as
generation based incentive but not billed for as at 30 June
2017.
Other receivables primarily comprise of advance given to vendors
amounting to USD 5,158,577 (31 December 2016: USD 4,980,658).
18. Cash and bank balances
As at As at
30 June 31 December
2017 2016
USD USD
------------ ------------
Cash on hand 794 434
Bank balances 13,078,317 13,300,561
------------ ------------
Cash and cash equivalents 13,079,111 13,300,995
Bank deposits 35,758,128 31,871,924
------------ ------------
Total cash and bank balances 48,837,239 45,172,919
------------ ------------
Bank deposits include margin money deposits of USD 35,012,365
(31 December 2016: USD 27,976,963) placed with banks as security
margin against loans taken, letter of credits and bank guarantees
issued by banks and financial institution.
19. Borrowings
As at As at
30 June 31 December
2017 2016
USD USD
------------- ------------
Borrowings at amortised cost
Non-convertible bonds (refer
note 1) 113,059,688 107,475,548
Compulsorily convertible debentures
(refer note 2) 6,417 6,119
Term loans from banks and financial
institutions (refer note 3) 984,354,525 795,152,378
Working capital loans from banks
and financial institutions (refer
note 4) 46,907,793 42,463,856
------------- ------------
Total borrowings 1,144,328,423 945,097,901
------------- ------------
Amounts due for settlement within 12 months -USD 83,463,985 (31
December 2016: USD 68,976,071)
Amounts due for settlement after 12 months -USD 1,060,864,438
(31 December 2016: USD 876,121,830)
1. The Company's subsidiary, Mytrah Energy (India) Private
Limited ("MEIPL") has issued non-convertible bonds (NCBs) for an
amount of USD 113.3 million (INR 7,424 million) primarily to partly
finance wind farm projects under construction. The NCBs are listed
on the wholesale debt segment of Bombay Stock Exchange, India. The
NCBs are repayable at the end of fifth anniversary from the
draw-down date and carry a cash coupon of 12% per annum payable on
semi-annual basis.
The NCBs are secured by collateral support in the form of pledge
of 100.00% of the MEIPL's shares held by Bindu Vayu Mauritius
Limited ('BVML') and pledge of equity shares held by MEIPL in MVUPL
(49%), MVPPL (49%), MVKPL (46.55%), MVMPL (22.74%), BVUPL (49%),
MVBPL (0.32%). Further, hypothecation by way of first and exclusive
charge over the monies lying in the designated account and Debt
Service Reserve Account (DSRA) from time to time, and by way of
first charge over all receivables arising from the loans disbursed
by the MEIPL to MVBPL.
As part of financing arrangement, the Group has incurred an
amount of USD 1,501,610 as arrangement fees. The Group accounted
these costs as transaction cost under IAS 39 and are amortised over
the term of NCBs using effective interest rate method. The carrying
amount of the liability measured at amortised cost is USD
113,059,688 (31 December 2016: USD 107,475,548).
During the year ended 2014, the Group had issued 8,612,412
warrants to the NCBs investors. These warrants provide an option to
the investors to purchase an equivalent number of ordinary shares
in Mytrah Energy Limited at a fixed price of GBP 0.7729 based on
the Company's share price traded before the day immediately
preceding the exercise date of the warrant. The fair value of the
warrants as at 31 December 2014 amounted to USD 1,703,053 and was
recognised accordingly as derivative financial liability. Further,
on 30 March 2015, the Group has replaced the warrants issued in
2014 by issuing 11,439,762 new warrants to the investors. These new
warrants provide an option to the investors to purchase an
equivalent number of ordinary shares in Mytrah Energy Limited at a
fixed price of GBP 0.7729. Accordingly, the derivative financial
liability of USD 1,703,053 relating to existing 8,612,412 warrants
has been derecognized during the year 2015 and the fair value of
the 11,439,762 warrants amounting to USD 2,038,960 was recognised
as equity.
Subsequent to the balance sheet date, NCB's got settled based on
fresh issue of Non-convertibles debentures (refer note:32)
2. MAADPPL issued 8,290 (31 December 2016: 8,290) Compulsorily
Convertible Debentures ("CCDs") at Rs.50 each to Enerpac AG (the
"Investor") under an agreement between Enerparc AG and MAADPPL. The
said CCDs from time to time is entitled to a simple interest up to
11.50% p.a, with effect from the Commercial Operating Date (COD) of
the projects in MAADPPL. The CCDs are compulsorily convertible into
equity shares before the expiry of 18 years from the date of
allotment of such CCDs or at any earlier date mutually agreed
between the parties.
3. The Group has drawn down the term loan facility with banks
and financial institutions to finance the construction of wind farm
assets. The carrying amount of the liability measured at amortised
cost is USD 984,354,525 (31 December 2016: USD 795,152,378). The
repayment terms of the term loans range from 13 to 18 years. In
compliance with the terms of the term loan agreement, the Group has
created a pari passu charge with the working capital lenders on all
project movable, immovable properties, cash flows, receivables and
revenues in favour of banks and financial institutions.
19. Borrowings (continued)
Further, the loan drawn down by BVUPL, MVPPL, MVUPL, MVKPL and
MVMPL is secured by way of first charge on the pledge of shares
held by MEIPL in the equity shares representing 51% of the total
paid up equity share capital of the BVUPL, MVPPL, MVUPL, MVKPL and
MVMPL respectively. The loan drawn by MVMPL is also secured by
pledge of 51% of the CCPS held by MEIPL in MVMPL. BVUPL, MVPPL,
MVMPL, MVUPL and MVKPL are under obligor co-obligor structure. The
loan drawn down by MVSPL is secured by way of first charge on the
pledge of shares held by MEIPL in the equity shares representing
95.50% of the total paid up equity share capital of the MVSPL. The
loan drawn down by MVTPL is secured by way of first charge on the
pledge of shares held by MEIPL in the equity shares representing
100% of the total paid up equity share capital of the MVTPL. The
loans drawn down by MVIPL is secured by way of first charge on the
pledge of shares held by the MVBPL in the equity shares
representing 51% of the total paid-up equity share capital of
MVIPL. The loan drawn down by MAADPPL is secured by way of first
charge on the pledge of shares held by MEIPL in the equity shares
representing 99.58% of the total paid-up equity share capital of
MEIPL. The loan drawn down by MAAKPL is secured by way of first
charge on the pledge of shares held by MEIPL in the equity shares
representing 100% of the total paid-up equity share capital of
MAAKPL. The loan drawn down by MAGRPL is secured by way of first
charge on the pledge of shares held by MEIPL in the equity shares
representing 22.56% of the total paid-up equity share capital of
MAGRPL. The loan drawn by MVIPL is also secured by pledge of 51% of
the CCDS held by MVBPL in MVIPL. The loans drawn down by MVGoPL is
secured by way of first charge on the pledge of shares held by the
MVBPL in the equity shares representing 51% of the total paid-up
equity share capital of MVGoPL. The loan drawn by MEL is secured by
irrevocable and unconditional guarantee from BVML. Subsequent to
the balance sheet date, loan drawn by MEL got settled.
4. The working capital loan facilities are secured by way of
first pari passu charge with the term lenders hypothecation of
entire immovable properties pertaining to the respective projects,
both present and future, including movable plant and machinery,
machinery spares, tools, accessories, entire project cash flows,
receivables, book debts and revenues of the respective entities.
The working capital facilities relating to wind farm development
activities are secured by way of first pari-passu charge on current
assets related to wind farm development activity. The facilities
are repayable on a yearly rollover basis and carries interest in
the range of 10.15% to 12.50% per annum.
20. Finance lease obligations
The Group leased the rights to use power evacuation facilities
under a lease arrangement. Future finance lease payments due, and
their present values, are shown in the following table:
Minimum lease payments Present value of minimum lease payments
---------------------------------- ------------------------------------------
As at As at As at As at
30 June 2017 31 December 2016 30 June 2017 31 December 2016
USD USD USD USD
-------------- ------------------ ------------------ ----------------------
Not later than one year 1,759,682 1,678,008 256,288 218,208
Later than one year and not later
than five years 7,038,728 6,712,034 1,371,870 1,168,032
Later than five years 20,883,659 20,688,679 10,915,193 10,629,646
-------------- ------------------ ------------------ ----------------------
29,682,069 29,078,721 12,543,351 12,015,886
Less: Future finance charges 17,138,718 17,062,835 - -
-------------- ------------------ ------------------ ----------------------
Present value of minimum lease
payments 12,543,351 12,015,886 12,543,351 12,015,886
-------------- ------------------ ------------------ ----------------------
As at
As at 31 December
30 June 2017 2016
USD USD
------------------------- ------------------------
Included in:
-Current liabilities 256,288 218,208
-Non-current liabilities 12,287,063 11,797,678
------------------------- ------------------------
Total 12,543,351 12,015,886
------------------------- ------------------------
21. Trade and other payables
As at As at
30 June 31 December
2017 2016
USD USD
---------- ------------
Current:
Trade payables(1) 11,071,148 9,079,808
Liability component of CCPS(2) 2,852,951 2,597,853
Interest accrued but not due
on borrowings 13,745,076 14,118,208
Other payables 13,755,479 594,053
---------- ------------
41,424,654 26,389,922
---------- ------------
Non-current
Other payables(3) 98,856,866 79,505,674
---------- ------------
98,856,866 79,505,674
---------- ------------
(1) Trade payables relate to amounts outstanding for trade
purchases and ongoing costs.
(2) Liability component of CCPS represents the mandatory
preference share dividend payable to IIF, discounted using interest
rate implicit in the arrangement. (note 27).
(3) Other payables include payables for purchase of capital
assets.
The Group has financial risk management policies in place to
ensure that all payables are paid within the pre-agreed credit
terms. The fair value of trade and other payables approximates
their carrying amounts largely due to the short-term maturities of
these instruments hence management consider that the carrying
amount of trade and other payables to be approximately equal to
their fair value.
22. Derivative financial instruments
As at As at
30 June 31 December
2017 2016
USD USD
--------- ------------
Fair value of options embedded
in:
Compulsorily convertible preference
shares (note 27) 3,616,076 3,375,881
Total 3,616,076 3,375,881
--------- ------------
23. Financial instruments - Fair values and risk management
IFRS 13 Fair Value Measurement requires entities to disclose
measurement of fair values, for both financial and non-financial
assets and liabilities. Fair values are categorised into different
levels in a fair value hierarchy based on the inputs used in the
valuation techniques as follows:
-- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
-- Level 2: Inputs other than quoted prices included in Level 1
that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
-- Level 3: Inputs for the asset or liability that is not based
on observable market data (unobservable inputs).
23. Financial instruments - Fair values and risk management
(continued)
Financial instruments by category and fair value hierarchy:
The following table shows the carrying amounts and fair values
of financial assets and financial liabilities, including their
levels in the fair value hierarchy.
30 June 2017:
Carrying amount Fair value
--------------------- ---------- --------------------------------------------------------------- ---------------------------------
Designated Loans Available-for-sale Other Total Level Level Level
at fair and financial 1 2 3
value receivables liabilities
through
profit or
loss
USD USD USD USD USD USD USD USD
--------------------- ---------- ------------ ------------------ -------------- ------------- ------------ ---------- -----
Financial assets
measured
at fair value
Current investments - - 35,968,854 - 35,968,854 35,968,854 - -
Security deposit
(note
13 and 17) - 7,949,592 - - 7,949,592 - 7,949,592 -
--------------------- ---------- ------------ ------------------ -------------- -------------
- 7,949,592 35,968,854 - 43,918,446 35,968,854 7,949,592
--------------------- ---------- ------------ ------------------ -------------- ------------- ------------ ---------- -----
Financial assets not
measured at fair
value
Trade receivables
(note16) - 33,898,437 - - 33,898,437 - - -
Other assets - 33,074,510 - - 33,074,510 - - -
Cash and bank
balances
(note 18) - 48,837,239 - - 48,837,239 - - -
Other investments
(note
14) - 2,666,305 - - 2,666,305 - - -
--------------------- ---------- ------------ ------------------ -------------- ------------- ------------ ---------- -----
- 118,476,491 - - 118,476,491 - - -
--------------------- ---------- ------------ ------------------ -------------- ------------- ------------ ---------- -----
Financial liabilities
measured at fair
value
Finance lease
obligations
(note 20) - - - 12,543,351 12,543,351 - 12,543,351 -
Derivative financial
instruments (note
22) - - - 3,616,076 3,616,076 - 3,616,076 -
--------------------- ---------- ------------ ------------------ -------------- ------------- ------------ ---------- -----
- - - 16,159,427 16,159,427 - 16,159,427 -
--------------------- ---------- ------------ ------------------ -------------- ------------- ------------ ---------- -----
Financial liabilities
not measured at fair
value
Borrowings (note 19) - - - 1,144,328,423 1,144,328,423 - - -
Trade and other
payables
(note 21) - - - 41,424,654 41,424,654 - - -
Other
payables-non-current
(note 21) - - - 98,856,866 98,856,866 - - -
- - - 1,284,609,943 1,284,609,943 - - -
--------------------- ---------- ------------ ------------------ -------------- ------------- ------------ ---------- -----
Note:
1. In this table, the Group has disclosed the fair value of each
class of financial assets and liabilities in way that permits the
information to be compared with the carrying amounts.
2. For all financial assets and financial liabilities not
measured at fair value, the carrying value is a reasonable
approximation of fair values.
23. Financial instruments - Fair values and risk management
(continued)
Financial instruments by category and fair value hierarchy:
The following table shows the carrying amounts and fair values
of financial assets and financial liabilities, including their
levels in the fair value hierarchy.
31 December 2016:
Carrying amount Fair value
------------ ---------- ------------------------------------------------------------- -------------------------------
Designated Loans Available-for-sale Other Total Level Level Level
at fair and financial 1 2 3
value receivables liabilities
through
profit or
loss
USD USD USD USD USD USD USD USD
------------ ---------- ----------- ------------------ ------------- ------------- ---------- ---------- -----
Financial
assets
measured
at fair
value
Current
investments - - 10,700,833 - 10,700,833 10,700,833 - -
Security
Deposit
(note
13 and 17) - 7,293,977 - - 7,293,977 - 7,293,977 -
------------ ---------- ----------- ------------------ ------------- -------------
- 7,293,977 10,700,833 - 17,994,810 10,700,833 7,293,977
------------ ---------- ----------- ------------------ ------------- ------------- ---------- ---------- -----
Financial
assets not
measured at
fair value
Trade
receivables
(note
16) - 52,491,512 - - 52,491,512 - - -
Other assets - 24,984,428 - - 24,984,428 - - -
Cash and
bank
balances
(note 18) - 45,172,919 - - 45,172,919 - - -
Other
investments
(note
14) - 344,355 - - 344,355 - - -
------------ ---------- ----------- ------------------ ------------- ------------- ---------- ---------- -----
- 122,993,214 - - 122,993,214 - - -
------------ ---------- ----------- ------------------ ------------- ------------- ---------- ---------- -----
Financial
liabilities
measured at
fair value
Finance
lease
obligations
(note 20) - - - 12,015,886 12,015,886 - 12,015,886 -
Derivative
financial
instruments
(note 22) - - - 3,375,881 3,375,881 - 3,375,881 -
------------ ---------- ----------- ------------------ ------------- ------------- ---------- ---------- -----
- - - 15,391,767 15,391,767 - 15,391,767 -
------------ ---------- ----------- ------------------ ------------- ------------- ---------- ---------- -----
Financial
liabilities
not measured
at fair
value
Borrowings
(note 19) - - - 945,097,901 945,097,901 - - -
Trade and
other
payables
(note 21) - - - 26,389,921 26,389,921 - - -
Other
payables -
non-current
(note 21) - - - 79,505,674 79,505,674 - - -
------------ ---------- ----------- ------------------ ------------- ------------- ---------- ---------- -----
- - - 1,050,993,496 1,050,993,496 - - -
------------ ---------- ----------- ------------------ ------------- ------------- ---------- ---------- -----
24. Share capital
As at As at
30 June 31 December
2017 2016
USD USD
---------- ------------
Issued and fully paid up
share capital of the Company
163,636,000 ( 31 December
2016 : 163,636,000) ordinary
shares with no par value 72,858,278 72,858,278
---------- ------------
The issued share capital refers to ordinary share capital, which
carries voting rights with entitlement to an equal share in
dividends authorised by the board and in the distribution of the
surplus assets of the Company.
25. Capital contribution
As at As at
30 June 31 December
2017 2016
USD USD
---------- ------------
Opening balance 16,721,636 16,721,636
Capital contributions received - -
during the period / year
---------- ------------
Closing balance 16,721,636 16,721,636
---------- ------------
During the financial year 2013, the Company's subsidiary, MEIPL
entered into an investment agreement with related parties, Mytrah
Wind Developers Private Limited ("MWDPL") and Bindu Urja
Infrastructure Limited ('BUIL') to issue 40,000,000 Series B
Cumulative Compulsorily Redeemable Preference Shares ("RPS") at Rs.
300 ( USD 5.71) per share and carry a nominal dividend of 0.01% per
annum. Pursuant to the agreement, BUIL and MWDPL made long-term
non-reciprocal capital contributions ("capital contributions") of
USD 16,721,636 as at 30 June 2017, which as per the terms of
agreement are not available for distribution as dividend.
Management has evaluated that these contributions are in substance
in the nature of equity and accordingly classified the amounts
received as "Capital Contributions".
26. Other reserves
Equity-
Foreign settled- Debenture
currency employee- Actuarial Capital redemption
translation benefits Fair value valuation redemption reserve Share Total other
reserve reserve reserve reserve reserve warrants reserves
------------------- ------------ --------- ----------- ------------- ----------- ----------- ----------- ------------
USD USD USD USD USD USD USD USD
------------------- ------------ --------- ----------- ------------- ----------- ----------- ----------- ------------
Balance as at 31
December 2015 (40,381,820) 4,744,040 550,420 (278,783) 1,668,045 5,560,906 2,038,960 (26,098,232)
Other comprehensive
income for the
period:
Foreign currency
translation
adjustments (2,077,770) - - - - - (2,077,770)
Creation of
debenture
redemption reserve - - - - - 1,430,653 - 1,430,653
Issue of share
warrants - - - 157,657 - - - 157,657
Actuarial loss on
employee benefit
obligations - - (504,762) - - - - (504,762)
Change in fair
value of
available-for-sale
investments - 2,106,949 - - - - - 2,106,949
Balance as at 30
June 2016 (42,459,590) 6,850,989 45,658 (121,126) 1,668,045 6,991,559 2,038,960 (24,985,505)
Balance as at 31
December 2016 (41,298,019) 7,963,103 87,520 (89,359) 3,869,633 6,995,650 2,038,960 (20,432,502)
Other comprehensive
income for the
period:
Foreign currency
translation
adjustments 6,765,393 - - - - - - 6,765,393
Creation of
debenture
redemption reserve - - - - - 2,364,012 - 2,364,012
Actuarial (loss)/
gain on employee
benefit
obligations - - - 142,282 - - - 142,282
Change in fair
value of
available-for-sale
investments - - 290,852 - - - - 290,852
Equity settled
share based
payments - 1,220,381 - - - - - 1,220,381
Balance as at 30
June 2017 (34,532,616) 9,183,484 378,372 52,923 3,869,633 9,359,662 2,038,960 (9,649,582)
27. Non-controlling interest
As at
30 June As at
2017 31 December 2016
USD USD
----------
A. Compulsorily convertible
preference shares (CCPS)
(refer note a)
Balance at beginning of the
period / year 47,578,193 50,704,975
Buy back/ Purchase of CCPS
from non-controlling interest
holders - (3,126,782)
Balance at the end of the
period / year 47,578,193 47,578,193
B. Equity shares held by captive
customers (refer note b)
Balance at beginning of the
period / year 34,426 -
Issue of equity shares to
non-controlling interest holders 401,687 127,406
Share of loss attributable to non-controlling interest holders (401,810) (92,980)
Balance at the end of the period / year 34,303 34,426
C. Equity shares held by others
Balance at beginning of the period / year 22,532,516 8
Issue of equity shares to non-controlling interest holders 3,701 22,995,933
Share of loss attributable to non-controlling interest holders (204,065) (423,425)
Balance at the end of the period / year 22,332,152 22,532,516
Total (A+B+C) 69,944,648 70,145,135
a) Compulsorily convertible preference shares
During the year ended 31 March 2012, MEIPL had issued 11,666,566
Series A Compulsorily convertible preference shares (CCPS or 'the
shares') at INR 300 (USD 6) each to India Infrastructure Fund (IIF)
under the terms of an Investment Agreement dated 20 June 2011
between the MEIPL, IIF and Mr.Ravi Kailas. The following are the
salient features of the CCPS:
-- IIF is entitled to receive a preference dividend before any
dividends are declared to the ordinary shareholders. These carry a
step-up dividend which is cumulative.
-- The CCPS convert into equity shares of MEIL at a fixed price
of INR 300 (USD 6) per share, for a fixed number of shares, at the
end of six years if the call and put options are not exercised by
either of the parties.
-- As part of the investment agreement, IIF were issued with 100 ordinary shares in MEIPL.
Further, the Company entered into an option agreement with IIF
on the same date whereby the Company can call the CCPS (the "call
option") or alternatively, IIF can put the CCPS (the "put option")
in exchange for cash or a variable number of shares in the Company
providing IIF a stated rate of return. The call option can be
exercised at any time after four years three months and the put
option can be exercised at any time after five years three months
from the date of issue.
In accordance with IAS 32, Financial Instruments: Presentation
and IAS 39 Financial Instruments: Measurement, upon initial
recognition, the issue proceeds have been segregated in the
financial statements as mentioned below.
The issue proceeds of USD 69,932,181 (net of issue costs of USD
1,891,056) were first attributed to the embedded derivatives, with
the fair value of the options amounting to USD 2,670,325. As the
instrument entitles the holder to a fixed number of shares the
remaining value of the proceeds were bifurcated such that there is
a liability component and an equity component. The liability
component, being USD 11,866,684 was estimated by discounting the
mandatory preference share dividend of six-year cash flows using an
interest rate from an equivalent instrument without a conversion
feature, with the residual value of USD 55,395,172 representing
equity. The effective interest rate on the financial liability is
5.6%. The options are subsequently measured at fair value through
profit and loss and the financial liability is subsequently
measured at amortised cost. The year-end balance of the options was
USD 3,616076 (31 December 2016: USD 3,375,881) (see consolidated
statement of financial position), the liability component of the
preference shares was USD 2,852,951 (31 December 2016: USD
2,597,853). The equity component of the CCPS was USD 47,578,193 (31
December 2016: USD 47,578,193) and is recognized as non-controlling
interest in these condensed consolidated interim financial
statements.
27. Non-controlling interest (continued)
During the current period, the Group has paid dividend of USD
Nil (30 June 2016: 2,080,840) to IIF and has been reduced from the
liability component of CCPS. Subsequent to the balance sheet date,
CCPS are purchased by MUPPL from IIF (refer note:32).
b) Equity shares held by captive customers
During the year ended 31 December 2014, MVMPL had commissioned a
captive power generating plant in Tamilnadu, India under Captive
Group Project ("CGP") framework, where the electricity generated is
consumed by a group of consumers. To qualify as a captive
generating plant, an entity must meet the requirements set forth
under the relevant regulations, which specify that a minimum 26%
equity interest in the captive generating plant should be held by a
Captive Consumers or group of Captive Consumers. Accordingly, MVMPL
has entered into power purchase agreements (PPA) with Captive
Consumers and issued 7,347,747 equity shares of INR 10 par value
(USD 1,136,353). The shares issued to the captive consumers have
been classified as non-controlling interest in these condensed
consolidated interim financial statements.
c) Class A Equity shares and Series A Debentures held by others:
During the previous year, MVTPL has issued 1,691,160 Class A
Equity Shares of INR.50 each and 29,180,800 Series A Compulsorily
Convertible Debentures ("CCDs") at INR 50 each to Guayama P.R
Holdings B.V (the "Investor") under an agreement with Guayama P.R
Holdings B.V. As per the terms of the Agreement, MVTPL based on the
availability of distributable cash surplus shall pay step up Class
A Yield on Series A Debentures as given below:
(i) 7% per annum from the date of investment until 3(rd) anniversary date;
(ii) 10% in the 4(th) year;
(iii) 13% in the 5(th) year;
(iv) 15% in the 6(th) years on cumulative basis;
(v) 17% from 7(th) year onwards till the date of conversion on cumulative basis;
Further based on the availability of distributable cash surplus,
the investor is also eligible for
(i) Specified Class A Yield from the date of its investment till
the date of conversion for the period from the date of investment
till 6(th) anniversary date IRR of 15% on cumulative basis
excluding interest on class A Debentures and any amount paid as
part of buy back of securities.
(ii) After the 6(th) anniversary till the time the investor
holds the security is eligible for 17% IRR on cumulative basis.
Series A Compulsorily Convertible Debentures are compulsorily
convertible after the completion of 6 years from the date of
investment at the fixed ratio of one Class A Equity shares for One
Series A Debenture held. Liquidity events mentioned in the
agreement are under the discretion of the Group and are not
enforceable by the Investor. Management estimated that there is no
distributable cash surplus as per the terms of the agreement to
record any liability until 30 June 2017.
28. Commitments
As at As at
30 June 2017 31 December 2016
USD USD
Capital commitments 186,877,204 128,882,398
The capital expenditures authorised and contracted primarily
relate to wind farm and solar assets under construction, which have
not been provided for in the condensed consolidated interim
financial statements. These commitments are net of advances paid of
USD 16,773,205 (31 December 2016: USD 8,649,379) (refer note
13).
29. Related party transactions
A. Related party relationships:
Balances and transactions between the Company and its
subsidiaries, which are related parties of the Company, have been
eliminated upon consolidation and are not disclosed in this note.
Details of transactions between the Group and other related parties
are disclosed below.
The following are the key management personnel of the
Company:
1. Mr Ravi Kailas * Chairman and Director(#)
2. Mr Vikram Kailas
* Chief Executive Officer(*)
3. Mr Rohit Phansalkar * Non-Executive Director
4. Mr Russell Walls - Non-Executive Director
The entities where certain key management personnel have
significant influence with which the Group had transactions during
the period are:
1. Bindu Urja Infrastructure Limited
2. Mytrah Wind Developers Private Limited
# Chief Executive Officer up to 8 August 2016.
*Appointed as Chief Executive Officer from 9 August 2016.
B. Related party transactions:
The following are the related party transactions during the
period:
Six months ended Six months ended
30 June 2017 30 June 2016
USD USD
Advance (to) / from related parties towards development and construction of wind
farm projects:
Bindu Urja Infrastructure Limited (147,078) 1,620,016
Purchase towards development and construction of wind farm projects:
Bindu Urja Infrastructure Limited 135,966 4,228,509
Deposits placed towards usage of land and power evacuation facilities:
Bindu Urja Infrastructure Limited - 632,576
User fees paid of land and power evacuation facilities:
Bindu Urja Infrastructure Limited - 2,427,351
29. Related party transactions (continued)
C. Related party balances:
The following balances were outstanding at the end of the
reporting period:
As at As at
30 June 2017 31 December 2016
USD USD
Advance recoverable from related parties towards development and construction of
wind farm
projects:
Bindu Urja Infrastructure Limited 3,131,790 3,260,388
Security deposits placed with related parties for use of land and power evacuation
facilities:
Bindu Urja Infrastructure Limited 21,775,258 20,764,584
Mytrah Wind Developers Private Limited 6,641,389 6,333,137
Capital contribution received (note 25):
Bindu Urja Infrastructure Limited 9,904,122 9,904,122
Mytrah Wind Developers Private Limited 6,817,514 6,817,514
D. Remuneration of key management personnel:
The remuneration of the key management personnel of the Group,
is set out below for each of the categories specified in IAS 24
Related Party Disclosures.
Six months Six months
ended ended
30 June 30 June
2017 2016
USD USD
---------- ----------
Salaries and other benefits 2,178,500 351,305
Share-based payments (refer note 30) 1,037,294 2,228,448
---------- ----------
Total remuneration 3,215,794 2,579,753
30. Share-based payments
The Group has an equity-settled share option scheme for certain
directors of the Company and employees in the Group. In addition to
the equity-settled share options, the Group makes other minor
issues of cash settled options to its certain employees. These cash
settled grants do not result in the issuance of common stock and
are considered immaterial by the Group. All options have a vesting
period over three years. Each share option converts into one
ordinary share of the concerned entity on exercise. Options may be
exercised at any time from the date of vesting to the date of the
expiry. No amounts are paid or payable by the recipient until the
receipt of the option. The options carry neither right to dividend
nor voting rights. Options lapse if the employee leaves the
concerned entity before the options vest.
30. Share-based payments (continued)
Mytrah Energy Limited:
During the previous period, the Company has reissued 11,832,213
share options to directors and group employees at the exercise
price of GBP 0.01 by replacing 21,640,058 share options which were
issued to directors and group employees at the exercise price of
GBP 1.15, GBP 0.75 and GBP 0.772 as the case may be. In accordance
with IFRS 2, the Group has charged the incremental fair value of
the modified options issued over the vesting period of the
options.
Details of the share options outstanding at the end of the
period / year are as follows.
Six months ended Year ended
30 June 2017 31 December 2016
Number of share Weighted average Number of share Weighted average
options exercise price options exercise price
(GBP) (GBP)
Outstanding at
beginning of period /
year 14,305,490 0.21 24,138,758 0.95
Options granted during
the period / year - - 11,893,324 0.01
Options exercised
during the
period/year (10,602) 0.01 (85,434) 0.01
Options cancelled
during the period /
year (7,669) 0.01 (21,641,158) 0.92
Options outstanding at
the end of the period
/ year 14,287,219 0.21 14,305,490 0.21
The options outstanding as at 30 June 2017 had a weighted
average exercise price of GBP 0.21, and a weighted average
remaining contractual life of 2 years and 10 months.
During the period the Group recognised expense of USD 824,942
(net of equity settled employee benefits capitalized USD Nil) (30
June 2016: USD 1,970,500) (net of equity settled employee benefits
capitalized USD 89,328) in relation to share-based payment
transactions and the unamortised expense as at 30 June 2017 is USD
359,378 (31 December 2016: USD 1,149,654).
Further, Mr. Ravi Kailas (Chairman) transferred 11,544,989
options, which were granted to him by the Company, to R&H Trust
Co (Jersey) Limited on 13 May 2016.
Mytrah Energy (India) Private Limited:
During the period, the Company's subsidiary has issued 344,507
options to group employees at the exercise price of INR 1,200 and
cancelled 18,924 share options which were issued to group employees
at the exercise price of INR 1,200. In accordance with IFRS 2, the
Group has charged the fair value of the options issued over the
vesting period of the options.
Details of the share options outstanding at the end of the
period / year are as follows.
Six months ended Year ended
30 June 2017 31 December 2016
Number of share Weighted average Number of share Weighted average
options exercise price options exercise price
(INR) (INR)
Outstanding at
beginning of period /
year 311,766 1,200 273,450 1200
Options granted during
the period / year 344,507 1,200 56,900 1200
Options exercised
during the period /
year (13,774) 1,200 - -
Options cancelled
during the period /
year (5,150) 1,200 (18,584) 1200
Options outstanding at
the end of the period
/ year 637,349 1,200 311,766 1200
30. Share-based payments (continued)
The options outstanding as at 30 June 2017 had a weighted
average exercise price of INR 1,200. The aggregate fair value of
the share options issued during the period was USD 8,404,135.
The fair value of options is measured using the Black-Scholes
Merton valuation model. Service and non-market performance
conditions attached to the arrangements were not taken into account
in measuring fair value. Measurement inputs include the
following:
Weighted average share price (INR) 2,700
Weighted average exercise price (INR) 1,200
Expected volatility 42%
Expected life 3 Years
Risk-free interest rate 7.84 7.59%
Expected volatility is determined based on the evaluation of the
historical volatility of the Holding Company's share price from the
date of listing on 12 October 2010 to the date of issue of options.
During the period, the Group recognised expense of USD 33,727 (net
of equity settled employee benefits capitalized USD 425,014) (30
June 2016: USD Nil (net of equity settled employee benefits
capitalized USD 94,987) in relation to share-based payment
transactions and the unamortised expense as at 30 June 2017 is USD
8,162,749. During the period, the Group has settled 13,774 vested
options in cash, which is amounting to USD 63,302.
31. Contingent liabilities
The Group is involved in appeals, claims, litigations and other
matters that arise from time to time in the ordinary course of
business. Following are the details of contingent liabilities not
recognised in these condensed consolidated interim financial
statements:
As at
30 June As at
2017 31 December 2016
USD USD
a) Indirect tax matters pending in appeal 1,567,891 1,490,166
b) Direct tax matters pending in appeal 5,206,352 5,255,326
6,774,243 6,745,492
---------
32. Post balance sheet event:
a) Mytrah Energy (India) Private Limited (MEIPL)
MEIPL (step down subsidiary) has entered into a Debenture Trust
Deed (DTD) on 02 June 2017 along with Debenture Trustee, Bindu Vayu
(Mauritius) Limited, (BVML) (wholly owned subsidiary), Mytrah
Ujjval Power Private Limited (MUPPL) (subsidiary) and Mr.
Somasundaram R (significant shareholder with 51% stake in Mytrah
Ujjval Power Private Limited) for issuance of Non-convertible
Debentures (NCD's) of Rs.1,000,000 (USD - 15,465) each upto INR
10,500,000,000 (USD - 162,385,941). Effective date of the agreement
is on receipt of RBI approvals and transfer of current debentures
from the current debenture holders. Accordingly, the agreement has
become effective 13 September 2017.
As per the above-mentioned agreement, on 15 September 2017,
MEIPL has issued 9,800 NCD's for INR 980,00,00,000 (USD
151,560,141) and the same is being utilized to settle
Non-convertible bonds, interim loan and growth.
The NCD's are redeemable not later than the 7th anniversary of
the deemed date of allotment of the debentures and have a yield of
15.875% per annum with annual committed payment terms as given
below:
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
INR 900,000,000 (USD INR 900,000,000 (USD INR 900,000,000 (USD
13,918,795) 13,918,795) 13,918,795) 8% 8% 9% 9%
32. Post balance sheet event (continued)
b) Mytrah Ujjval Power Private Limited (MUPPL)
In addition, MUPPL, entered into a Debenture Trust Deed on 02
June 2017 along with Debenture Trustee, MEIPL, BVML, and Mr.
Somasundaram R for issuance of Non-convertible Debentures (NCD's)
of Rs.1,000,000 (USD - 15,465) each to the extent of INR Rs.
9,000,000,000 (USD 139,187,885).
Effective date of the agreement is on receipt of RBI approvals
and transfer of current debentures from the current debenture
holders. Accordingly, the agreement has become effective 15
September 2017.
The NCD's are redeemable not later than the 7th anniversary of
the deemed date of allotment of the debentures and have a yield of
15.875% per annum with annual committed payment terms as given
below:
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7
-- -- -- 8% 8% 9% 9%
Based on the above-mentioned terms, MUPPL has issued 8,200 NCD's
for INR 8,200,000,000 (USD 126,815,629) and the proceeds from the
NCD's was used to purchase Series A Compulsorily Convertible
preference shares of MEIPL held by India Infrastructure Fund as per
agreed terms between MUPPL and India Infrastructure Fund.
The above-mentioned transactions were completed as per the terms
of the agreements on 15 September 2017.
33. Other matters
During the earlier years, one of the supplier of "Wind turbine
generator" filed an arbitration application before the High Court
of Telangana and Andhra Pradesh ('Honorable High Court') seeking
appointment of an arbitrator alleging that MEIPL has breached the
terms of an agreement and is liable for liquidated damages. The
High Court, accordingly, appointed an Arbitrator and the
application was disposed. Subsequently, the Arbitrator appointed by
the High Court had passed away. The Company is yet to receive any
notice from High Court on any fresh proceedings in this regard.
Management has not acknowledged these claims as debts, given the
nature of the underlying dispute, allegations between the parties
and significant uncertainties relating to the financial claims.
Further, based on a legal opinion no additional disclosure is
considered necessary as required under IAS 37.
34. Comparatives
Previous period's figures have been regrouped / reclassified
wherever necessary to correspond with the current period's
classification / disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR OKFDKKBKBBCB
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