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Moser Baer India Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) - P/BV - Book Value (Rs.) -
52 Week High/Low (Rs.) - FV/ML - P/E(X) -
Bookclosure - EPS (Rs.) - Div Yield (%) -
Year End :2016-03 

Note:

(a) Interest rate on short term borrowings varies from 10.75% to 17.25% p.a (previous year 10.75% to 12% p.a).

(b) Short term loans outstanding as at March 31,2016 are further secured by as per below:

(i) Pledge of 100% shareholding (67,420,141 number of shares) of the promoters of the Company.

(ii) Personal guarantee of Mr. Deepak Puri and Mrs. Nita Puri.

(iii) Negative lien on land of Moser Baer Infrastructure and Developers Limited at Chennai on pari passu basis.

(iv) Corporate guarantee of Moser Baer Infrastructure and Developers Limited (subsidiary of the company that owns the rights to the Chennai land).

(v) Pledge of shares of Moser Baer Infrastructure and Developers Limited.

* Warranty provision relate to the estimated outflow in respect of warranty for products sold by the Company. Due to very nature of such costs, it is not possible to estimate the timing/uncertainties relating to their outflows as well as expense from such estimates

** As per notification no. 22/2006 of Central Excise, the Company has to pay additional custom duty on its local sales, if the goods sold are exempted from payment of sales tax or value added tax. One of the units of the Company is exempt from payment of local sales tax and hence the department has disputed the same and demanded the duty on the sale of such goods. The Company has contested this matter and the dispute is currently pending at CESTAT and Commissioner of Custom and Central Excise forum and final demand order has not been raised till now. Pending the final outcome of the dispute with authorities, the Company has recorded the provision for the amount demanded by the authorities on prudence basis and is accruing the interest on it on quarterly basis. Due to very nature of such costs, it is not possible to estimate the timing / uncertainties relating to their outflows as well as expense from such estimates, hence considered as short term in nature.

Note:

As per the Corporate Debt Restructuring scheme ("CDR") approved in the year ended March 31, 2013, Company recorded amounts receivable from banks on account of installment paid prior to implementation of corporate debt restructuring, excess interest paid by the Company and release of additional limits as per the scheme. As of March 31, 2016, a total of Rs. 412,853,875 (previous year Rs. 412,853,875) is outstanding to be received from the banks. As the Company is still under CDR, no adjustment is made to the amount recoverable from banks.

1. Contingent liabilities

(a) Corporate guarantees given on behalf of the subsidiary companies: Rs. 20,518,700,000 (previous year Rs. 20,518,700,000). Against these guarantees, loans aggregating Rs. 19,060,818,131 (previous year Rs. 17,207,912,525) have been availed by the subsidiary companies.

The Company is involved in taxation disputes that arise from time to time in the ordinary course of business. Based on internal assessment and discussion with experts, management is of the view that above claims are not tenable and will not have any material adverse effect on the Company's financial position and results of operations.

(c) Other claims against the Company not acknowledged as debts: Rs. 345,900 (previous year Rs. 345,900).

(d) Outstanding letters of credit opened by banks on behalf of the Company: Rs. 29,390,649 (previous year Rs. 37,247,363 ).

(e) Bonus payable for the period of April 1, 2014 to March 31, 2015 pursuant to retrospective amendment in Bonus Act : Rs. 5,465,257 (previous year Nil). Since the matter is subjudice and various high courts have given stay order against retrospective amendment, it has been considered as contingent liability.

(f) Recompense amount payable in lieu of bank sacrifice (mandatory disclosure as per RBI): Rs. 1,980,042,904 (previous year Rs.1,581,305,158).

The amount shown in (a) above represents guarantees given in the normal course of the Company's operations and are not expected to result in any loss to the Company on the basis of the beneficiary fulfilling its ordinary commercial obligations.

The amounts shown in (b) and (c) above represent the best possible estimates arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have been invoked by the Company or the claimants as the case may be and therefore cannot be estimated accurately. The Company engages reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such disputes.

(g) In respect of the outstanding foreign currency convertible bonds (FCCBs), bondholders have claimed interest for the period beyond the original date of redemption. As explained in more detail in Note 48, the Company is in the process of negotiating restructuring of these bonds. Management expects to restructure these bonds by extension of the redemption date as prescribed by the Reserve Bank of India. Contingent liability in respect thereof can't be estimated reliably.

2 Capital commitments

Estimated value of contracts remaining to be executed on capital account and not provided for (net of advances): Rs. 185,969,581 (previous year Rs. 177,722,251).

3 (a) Lease obligations

The Company has entered into operating leases for its offices and utilities that are renewable on a periodic basis and are cancellable at Company's option. Total lease payments recognized in the statement of profit and loss with respect to aforementioned premises is Rs. 569,421,401 (previous period Rs. 527,422,277). The total rent recovered on sub lease during the year is Nil (previous year Rs. 29,730,645).

(b) Assets given on finance lease

The Company has given buildings and utilities on financial lease to units operating in its SEZ division.

Buildings are given on lease for a period of 20 years and utilities are given for a period of 7-10 years. Apart from the regular lease rental the Company has also taken interest free refundable security deposits of Rs. 1,605,000,000 ( previous year Rs 1,605,000,000) from the lessees which is refundable at the end of the lease term.

4. Taxation

Provision for taxation has not been made in the absence of assessable taxable income as per the Income Tax Act,1961.

As per para 15 and 17 of Accounting Standard 22, "Accounting for Taxes on Income", deferred tax assets should be recognized and carried forward only to the extent that there is a reasonable /virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets have not be recognized in view of the accumulated losses and in absence of reasonable / virtual certainty to absorb the losses in future.

5. Derivative instruments

The Company uses forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions and firm commitments. The Company does not enter into any derivative instruments for trading or speculative purposes.

(a) There is no forward exchange contracts outstanding as at March 31, 2016.

(b) The foreign currency exposures not hedged as at year end as at March 31, 2016 are as under:

6. Related party transactions:

In accordance with the requirements of Accounting Standard - 18 'Related Party Disclosures' the names of the related party where control/ability to exercise significant influence exists, along with the aggregate amount of transactions and period end balances with them as identified and certified by the management are given below:

(a) Names of related parties

Subsidiary Companies

European Optic Media Technology GmbH

Moser Baer Distribution Limited (formerly known as Moser Baer SEZ Developer Limited)

Solar Research Limited

Moser Baer Laboratories Limited (formerly Moser Baer Energy Limited)

Moser Baer Entertainment Limited Moser Baer Investments Limited

Photovoltaic Holdings Limited (formerly Photovoltaic Holdings PLC)

MB Solar Holdings Limited (formerly Moser Baer Solar PLC)

Moser Baer Solar Limited (formerly known as Photovoltaic Technologies India Limited)

Helios Photo Voltaic Limited (formerly Moser Baer Photo Voltaic Limited)

Perafly Limited Nicofly Limited Peraround Limited Advoferm Limited Cubic Technologies BV*

TIFTON Limited

Value Solar Energy Private Limited Pride Solar Systems Private Limited Admire Energy Solutions Private Limited

Moser Baer Solar Systems Private Limited (formerly Arise Solar Energy Private Limited)

Competent Solar Energy Private Limited OM&T B.V**

Moser Baer Technologies Inc.***

Moser Baer Infrastructure and Developers Limited Moser Baer Photovoltaic Inc. USA****

Associate

Global Data Media FZ LLC Moser Baer Infrastructure Limited Solar Value Proizvodjna d.d.

7. Segment information

The Company is primarily in the business of manufacture and sale of Optical Storage Media. The other activities of the Company comprise creation/ replication and distribution of content, sales of consumer electronic products and operations and maintenance of sector specific Special Economic Zone for non-conventional energy. As the single financial report contains both consolidated financial statements and the separate financial statements of Moser Baer India Limited (the parent), segment information has been presented only on the basis of consolidated financial statements of the period ended March 31, 2016.

8. Employee benefits

The Company has classified the various benefits provided to employees as under:

* Included in contribution to provident and other funds under employees benefits expenses (refer note 27)

B Defined benefit plans

(i) In accordance with Accounting Standard 15, the liability in respect of defined benefit plans, namely gratuity and unveiled earned leaves has been determined based on actuarial valuation based on the following assumptions:

The expected contribution on account of gratuity for the year ending March 31, 2017 cannot be ascertained at this stage.

In respect of the employee's gratuity fund, constitution of plan assets is not readily available from the Life Insurance Corporation of India.

Premium payable on redemption of FCCB accrued up to March 31, 2016 amounting to Rs. 4,983,850,363 (previous year ended December 31,2014 Rs. 3,879,418,653) has been fully provided for and charged to securities premium account. In the event that the conversion option is exercised by the holders of FCCB in the future, the amount of premium charged to the securities premium account shall be written back to security premium account.

(c) The Company has outstanding foreign currency convertible bonds (FCCBs) with principal value of USD 88,400,000 equivalent to Rs 5,857,384,000 (previous year ended 31 December 2014 USD 88,500,000 equivalent to Rs 5,579,040,000) which were due for redemption along with premium on June 21, 2012. As at March 31, 2016, accrual for premium on FCCB aggregates Rs 4,983,850,363. The company is in the process of negotiation with the bondholders to re-structure the terms of these bonds; these negotiations have progressed and the Company has applied to the Reserve Bank of India ("RBI") for requisite approvals.

(d) During the year, the Company has issued 9,879 equity shares of Rs 10 each upon conversion of 6.75% Tranche B Foreign Currency Convertible Bonds (FCCBs) of principal amount of USD 100,000 to one of the bondholder out of the total of USD

9. million outstanding as at December 31, 2014. Post the conversion, Tranche B FCCBs aggregating to USD 42.9 million and Tranche A FCCBs aggregating to USD 45.5 million are outstanding as at March 31, 2016.

10. Based on the information available with the Company, the Company has identified 32 vendors as micro, small and medium enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006. The balance due to such vendors has been disclosed separately under trade payables.

11. Impairment of investments

Management performed a detailed impairment assessment (using an independent valuer) as at March 31, 2016 for its investments in and advances/other receivables from certain subsidiaries, viz. Moser Baer Solar Limited ("MBSL"), Photovoltaic Holdings Limited, Moser Baer Investments Limited, Helios Photo Voltaic Limited ("HPVL") and Moser Baer Entertainment Limited ("MBEL") to determine if there is any other than temporary diminution in the values of these investments and if outstanding advances or other receivables are recoverable. This analysis for certain subsidiaries involved use of material estimates and judgments related to future business projections which, amongst other factors, are dependent on the acceptance of revised restructuring with lender banks, ramping up operations with adequate advance from customers, external market conditions of the solar market and regulatory benefits. Basis the assessment, management has concluded no impairment is required in carrying value of the investments, advances/ other receivables from these aforementioned subsidiary companies as at March 31, 2016 aggregating to Rs. 8,455,719,793 (previous year Rs. 10,301,708,211) except in case of HPVL where, subsequent to exit from CDR, management has recorded hundred percent provision in carrying value of investment and receivables during the period.

12. Going concern

The Company has incurred a loss of Rs 7,036,473,934 during the period ended March 31, 2016 (previous year Rs 7,083,003,303), and as of that date, the Company's accumulated losses amounts to Rs. 23,605,019,015 (previous year Rs. 16,457,149,952) and it has negative net worth of Rs. 17,252,950,584 (previous year Rs. 9,139,176,589). Further, as of March 31, 2016, the Company's current liabilities exceeded its current assets by Rs. 21,986,021,287 (previous year Rs. 14,877,708,565)

The Company has outstanding foreign currency convertible bonds (FCCBs) with principal value of USD 88,400,000 equivalent to Rs 5,857,384,000 (previous year ended December 31, 2014 USD 88,500,000 equivalent to Rs 5,579,040,000) which were due for redemption along with premium on June 21, 2012. As at March 31, 2016, accrual for premium on FCCB aggregates Rs 4,983,850,363 . The company is in the process of negotiation with the bondholders to re-structure the terms of these bonds and these negotiations have progressed. The Company has applied to the RBI for approval to extend the repayment of FCCBs till December 2016.

Due to continued liquidity issues primarily resulting from non-release of sanctioned working capital limits and refunds due to the Company, the Company has been unable to comply with repayment terms of its borrowing arrangement with secured lenders as agreed in the Corporate Debt Restructuring package approved in year ended March 31, 2013. The Company has received debt recall and other notices from certain consortium lender banks for their respective share of debt. Meanwhile, the Company has approached the lender consortium for a revised debt restructuring plan. The revised debt restructuring plan submitted by the Company includes deferment of debt and interest repayment, disposal of surplus assets and infusion of fresh capital by the promoters. The banks instituted a TEV study to be conducted by an expert appointed by bank who has since submitted its report to the lenders. In a recent meeting, the lenders have indicated their inability to accept the TEV and have indicated their intention to exit from the CDR and initiate legal proceedings against the company subject to approval of their competent authorities. The Company continues to engage with management of banks for restructuring proposal during the period as well as previous year. The final response of the banks is awaited. Meanwhile the banks have allowed the company to continue to operate through TRA with 6% tagging. On March 30, 2016, one of the lender banks, which is part of the CDR consortium of the Company, has assigned its outstanding dues in favour of an asset reconstruction company on the same terms and conditions as applicable to the said lender.

The Company has been operating at suboptimal levels due to working capital constraints, resulting in adverse impact on cash flow from operations. With restoration of OEM optical media business, generation of funds through sale of surplus assets and promoter contribution, accompanied by restructuring of debt from banks, the Company expects to achieve better utilization of its manufacturing facilities and consequently, generate positive cash flow from operations.

Conditions explained above, indicate existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern due to which the Company may not be able to realize its assets and discharge its liabilities in the normal course of business. However, considering recent developments, inter-alia, progress made in the review of plan and further management's plans relating to restructuring of debt, FCCBs, infusion of capital, generation of funds through sale of surplus assets and expected improvement in the operating activities, management is confident of generating positive cash flow from operations and accordingly, these results have been prepared on a going concern basis.

13. Under the Income Tax Act, 1961, for domestic Transfer Pricing transaction the Company is required to use specified methods for computing arm's length price in relation to domestic transactions with its associated enterprises. Further, Company is required to maintain prescribed information and documents in relating to such transactions. The appropriate method to be adopted will depend on the nature of transactions/class of transactions, class of associated persons, functions performed and other factors, which have been prescribed. The management confirms that all transactions with associated enterprises are undertaken at negotiated contracted prices on usual commercial terms, and adjustments if any, arising from the transfer pricing study shall be accounted for as and when the study is completed. The Company is in the process of conducting a transfer pricing study for the current financial year, however, management is of the view that the same would not have a material impact on the financial statements. Accordingly, these financial statements do not include any adjustments for the transfer pricing implications, if any.

14. During the period ended March 31, 2016, the Company decided to sell part of its non-core assets. On the basis of approval by Board of Directors and upon completion of successful bidding process, assets has been classified as "Non-current asset held for sale" in financial statements. The Company has ceased to charge depreciation from the date of classification as held for sale. Had the company not decided to sell these assets, depreciation for period ended March 31, 2016 would have been higher by Rs. 3,31,081.

15. The Ministry of New & Renewable Energy ('MNRE) had sanctioned grant-in-aid for implementation of R&D project on "Development of CIGS solar cell pilot plant to achieve grid parity solar cess" vide order no. MNRE/31/10/2009-10/PVSE, dated October 21, 2010 with a project cost of Rs. 156,376,000 of which MNRE share was Rs. 71,050,000 and Company's share was Rs. 85,326,000 for three years. In the year ended March 31, 2011, the Company had received grant of Rs. 35,000,000 for the said project.

Pursuant to the meeting of R&D Project Appraisal Committee (RDPAC) on Solar Photovoltaic and Solar Thermal held on November 16, 2015 and letter No. 15/01/2010-11/ST dated March 28, 2016, the project was considered as commercially unviable and therefore decided to abandon the project and the Company has been requested to shift all MNRE assets acquired out of the grant received to National Institute of Solar Energy (NISE) and unspent money is to be return to the MNRE.

Note 16. on "Fixed Assets" under the sub-head Plant and Equipment includes testing equipments of Rs. 21,139,973 acquired out of the grant received, having carrying value of Rs. 9,329,622 as at March 31, 2016. Out of the total grant received by the Company, balance unspent money of Rs. 13,860,027 has been kept in the form of fixed deposits with one of the nationalised bank and included in cash and bank balances.

Pursuant to the letter received by the Company in respect of demand of unspent money by the MNRE, the grant received has been disclosed in the financial statements as "Deferred Government grant" under sub-head "Other Current Liabilities" during

the current period.

17. During the current period, certain workers at Greater Noida plant instigated illegal stoppage of work, which consequently affected factory operations in the month of March 2015. On account of stoppage of work as aforesaid, the Company's shipment and revenue were adversely affected. Operating cost were also lower on account of lower expenses including wages cost. With the support of concerned government and administrative authorities, an amicable settlement reached with the workers and normalcy was restored in early April 2015. Company ensured that disruption led to minimum impact on operating cash flows and speedy recovery thereafter.

18. The Company has changed its financial year from 31 December to 31 March and prepared financial statements for 15 months, whereas previous financial year consisted of 12 months period. Accordingly, current financial period figures are not comparable with those of the previous year.

19. Figures of the previous year have been regrouped and rearranged wherever necessary, to make them comparable.


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