1 On 21 June 2022, the Company had given interest free loan to ACME Deogarh Solar Power Private Limited of Rs. 2,672.44 million that has been converted into Optionally Convertible debentures 'OCD' (267,243,707 OCD of face value of Rs. 10 each).
2 On 3 June 2022, the Company had given interest free loan to ACME Phalodi Solar Energy Private Limited of Rs. 675.40 million that has been converted in to equity instruments ( 67,540,000 Equity Shares of Rs. 10 each).
On 22 June 2022, the Company had given interest free loan to ACME Phalodi Solar Energy Private Limited of Rs. 2,696.90 million has been converted into Compulsorily Convertible debentures 'CCD' (269,690,000 CCD of face value of Rs. 10 each).
Previous year on 17 August 2021, the Company had given interest free loan ofRs. 236.80 million to ACME Phalodi Solar Energy Private Limited out of which loan of Rs. 226.80 million has been converted in to equity instruments (22,680,000 Equity Shares ofRs. 10 each) and loan ofRs. 10.00 million has been converted into Compulsorily Convertible debentures 'CCD' (1,000,000 CCD of face value of Rs. 10 each).
3 On 12 January 2023, the Company has acquired 39% shares (49,316,280 Equity Shares of Rs.10 each) of ACME Aklera Power Technology Private Limited from DSDG Holding APS.
On 24 Jaunuary 2023, the Company has acquired 10% shares (12,645,200 Equity Shares ofRs. 10 each) and Compulsorily Convertible debentures 'CCD' (18,967,800 CCD of face value of Rs. 10 each) of ACME Aklera Power Technology Private Limited from The United Nation Office for Project Service (UNOPS).
On 27 June 2023, the Company has acquired Compulsorily Convertible debentures 'CCD' (73,974,420 CCD of face value of Rs. 10 each) of ACME Aklera Power Technology Private Limited from DSDG Holdings APS.
4 On 14 March 2023, the Company had given interest free loan ofRs. 3,279.90 million to ACME Raisar Solar Energy Private Limited out of which loan ofRs. 1,672.75 million has been converted in to equity instruments (167,274,900 Equity Shares ofRs. 10 each) and loan ofRs. 1,607.15 million has been converted into Optionally Convertible debentures 'OCD' (160,715,100 OCD of face value of Rs. 10 each).
5 On 15 March 2023, the Company had given interest free loan ofRs. 1,658.25 million to ACME Dhaulpur Powertech Private Limited out of which loan ofRs. 845.71million has been converted in to equity instruments (84,570,648 Equity Shares ofRs. 10 each) and loan ofRs. 812.54 million has been converted into Optionally Convertible debentures 'OCD' (81,254,152 OCD of face value of Rs. 10 each).
Further on 18 March 2023, the Company had given interest free loan ofRs. 1,621.65 million to ACME Dhaulpur Powertech Private Limited out of which loan ofRs. 827.04 million has been converted in to equity instruments (82,704,252 Equity Shares of Rs. 10 each) and loan of Rs. 794.61 million has been converted into Optionally Convertible debentures 'OCD' (79,460,948 OCD of face value of Rs. 10 each).
6On 18 January, 2024 the Company has converted unsecured loan amounting to Rs. 4,036.40 million into 100,902,500 equity shares of Rs. 10 each and 302,737,500 optionally convertible debentures of Rs. 10 each of ACME Sikar Solar Private Limited.
Subsequently, on 4 March. 2024 the company redeemed 201,770,000 optionally convertible debentures of Rs. 10 each.
7During the previous year, the company has sold Rs. 4.00 million Optionally Convertible Reedemable Preference Shares 'OCRPS' (17,316 OCRPS of face value of Rs. 231 each) of ACME Hisar Solar Power Private Limited, ACME Bhiwadi Solar Power Private Limited and ACME Karnal Solar Power Private Limited.
During the current year, the company has sold Rs. 2.67 million Optionally Convertible Reedemable Preference Shares 'OCRPS' (11,544 OCRPS of face value of Rs. 231 each) of ACME Hisar Solar Power Private Limited, ACME Bhiwadi Solar Power Private Limited and ACME Karnal Solar Power Private Limited.
8During the previous year, the company has sold Rs. 6.66 million Optionally Convertible Reedemable Preference Shares 'OCRPS' (6,661 OCRPS of face value of Rs. 1000 each) of ACME Jaipur Solar Power Private Limited.
During the current year, the company has sold Rs. 3.33 million Optionally Convertible Reedemable Preference Shares 'OCRPS' (3,339 OCRPS of face value of Rs. 1000 each) and Rs. 215.33 million optionally convertible debenture (215,335 numbers of Rs 1,000 each) of ACME Jaipur Solar Power Private Limited.
9On 19 April 2023, the Company has transferred of Rs. 0.10 million equity share capital (10,000 Equity Sharesof Rs. 10 each) of ACME ECO Clean Energy Private Limited to ACME Pokhran Solar Private Limited.
On 13 February, 2024 the Company has converted unsecured loan amounting to Rs. 1,035.70 million into 26,930,000 equity shares of Rs. 10 each and 76,640,000 optionally convertible debentures of Rs. 10 each of ACME Pokhran Solar Private Limited.
10On 27 December 2023, the Company has acquired 2,163,269 equity shares of face value Rs. 10 each at Rs. 441.48 million and 2,069,489 compulsory convertible debentureof Rs 204.08 each of ACME Solar Rooftop Systems Private Limited from Vittanath Power Private Limited.
*On 6 June 2022, the Company had transferred 58,998,919 equity share capital of face value Rs. 10 each and 621,369 Compulsory Convertible Debenture of face value Rs. 1000 each of ACME Rewa Solar Energy Private Limited, 62,478,119 equity share capital of face value Rs. 10 each and 635,677 Compulsory Convertible Debenture of face value Rs. 1000 each of ACME Jodhpur Solar Power Private Limited and 28,493,700 equity share capital of face value Rs. 10 each and 15,209,056 Compulsory Convertible Debenture of face value Rs. 18 each of ACME Mahbubnagar Solar Energy Private Limited to ACME Solar Energy Private Limited.
On 7 June 2022, the Company had transferred 18,742,500 equity share capital of face value Rs. 10 each and 9,477,632 Compulsory Convertible Debenture of face value Rs. 19 each of ACME Yamunanagar Solar Power Private Limited to ACME Solar Energy Private Limited.
In consideration for above transaction ACME Solar Energy Private Limited has issued Compulsorily Convertible debentures 'CCD' of Rs. 3,514,50 million (3,514,500 CCD of face value of Rs. 1000 each) to the Company.
@ Investment in instruments have been classified as carried at amortised cost as per IND AS 109, since no ancillary transaction cost has been incurred on issue of such compound financial instruments. Accordingly, amortised cost is equal to the cost of such instruments.
A On 27 April 2023, the Company has sold ACME ECO Clean Energy Private Limited to ACME Pokhran Solar Private Limited.
*Refer note 47
*The Company had exercised the option under section 115BAA of the Income-tax Act, 1961, as introduced by the Taxation Laws (Amendment) Act, 2019, while filing return of income for the financial year ended 31 March 2021. Consequently, the Company had applied the lower income tax rates on the deferred tax assets/ liabilities to the extent these are expected to be realized or settled in the future period under the new regime.
5. Terms/ rights attached to equity shares
The Company has only one class of equity shares having par value of Rs 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholder.
6. Details of shares issued pursuant to contract without payment being received in cash, alloted as fully paid up by way of bonus issues and brought back during the last 5 years for each class of shares
The Company has not issued any shares pursuant to a contract without payment being received in cash, allotted as fully paid up by way of bonus shares nor has there been any buy-back of shares in the current year and immediately preceeding five years.
*Terms of Compulsorily Convertible Debentures (CCDs)
The Company had issued 6,500,000 compulsorily convertible debentures of Rs. 1,000 each to ACME Cleantech Solutions Private Limited. Rate of interest on these CCDs is 8% with a moratorium period of one year from 19 September 2017. These CCDs shall be unsecured and their holders shall not be entitled to have any claim on any asset of the Company. These CCDs along with interest thereon, if any, will be converted into equity shares at any time at the option of CCD holders and the Company after the date of allotment. In case no option exercised by any CCD holders then these shall be compulsory converted into equity shares on expiry of thirty years from the date of allotment. Each CCD alongwith interest shall be mandatorily converted to 1.0444158 equity share of Rs.10 each at a price of Rs. 957.47 (inclusive of premium of Rs. 947.47) subject to ignoring of decimal part in rounding-off.
CCDs holders has waived the interest accrued on these compulsory convertible debentures including for the current year as well as previous year.
Subsequent to year end, the Board of Directors in their meeting held on 27 May 2024 has approved the conversion of 6,500,000 CCDs amounting to Rs. 6,500 million into 6,500,000 non-convertible debentures (NCDs) amounting to Rs. 6,500 million, on the below mentioned terms and conditions:
1.Interest rate on NCDs shall be 8% p.a. payable annually.
2. NCDs shall be redeemable at par.
3. The maximum tenure of NCDs shall be 5 year from the date of allotment of NCDs on conversion of CCDs
4. The Company shall have a call option and debenture holders shall have a put option to redeem the debentures, either full or partial, at any time. If the option is not exercised, then the outstanding debentures will be redeemed on the expiry of tenure.
On 12 June 2024, the Company has redeemed all the outstanding NCDs at par.
Securities premium
Securities premium represents premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
Debenture redemption reserve
The Company is required to create a Debenture Redemption Reserve out of the profits which are available for payment of dividend for the purpose of redemption of debentures. Accordingly, Debenture redemption reserve has been created to the extent of profits available for payment of dividend.
Retained earnings
All the profits or losses made by the Company are transferred to retained earnings from statement of profit and loss.
Remeasurement of defined benefit plans
This represents the actuarial gains/losses recognised in other comprehensive income.
*Loan from related parties amounting to Rs. Nil (31 March 2023: Rs. 3,988.40 million) that are chargeable to interest (31 March 2023: 9,50% p.a.) and repayable within 12 months and loan from related parties ofRs. nil (31 March 2023: Rs. 2,806.96 million) are interest free and repayable on demand. (refer note 36)
A Inclusive of accrued interest of Rs. nil (31 March 2023 : Rs. 188.99 million).
#Refer note 40 for assets pledged
The above information regarding dues to Micro, Small and Medium enterprises as defined under the Micro, Small and Medium Enterprises Development Act (MSMED), 2006 has been determined to the extent identified and information available with the Company pursuant to Section 22 of the Micro, Small and Medium enterprises Development Act (MSMED), 2006.
Contract asset is the right to consideration in exchange for goods or services transferred to the customer. Contract liability is the entity's obligation to transfer goods or services to a customer for which the entity has received consideration from the customer in advance. Contract assets are transferred to receivables when the rights become unconditional i.e. only the passage of time is required before payment of consideration is due and the amount is billable. Contract liabilities are recognized as revenue as and when the performance obligation is satisfied.
e) Transaction price - remaining performance obligation
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts as the revenue recognised corresponds directly with the value to the customer of the entity's performance completed till the reporting period.
(iii) Risk management
The Company’s activities expose it to market risk, liquidity risk and credit risk. The Company board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. This note explains the sources of risk which the Company is exposed to and how the Company manages the risk and the related impact in the financial statements.
(A) Credit risk
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.
a) Credit risk management
i) Credit risk rating
The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.
A: Low credit risk on financial reporting date B: Moderate credit risk C: Hish credit risk
Based on business environment in which the Company operates, there have been no defaults on financial assets of the Company by the counterparty. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.
Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. There have been no cases of write off with the Company.
The credit risk for cash and cash equivalents and other bank balances is considered negligible, since the counterparties are reputable banks with high quality external credit ratings. Loan is given to related parties within the Group. Accordingly, credit risk for loan is considered negligible.
(B) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.
Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the Company operates.
Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments, where applicable.
(C) Market risk
a) Foreign exchange risk
The company does not have any foreign exchange risk as there are no foreign currency transactions.
b) Interest rate risk i) Liabilities
The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. The Company is currently not exposed to changes in market interest rates as there are no borrowings at variable interest rates.
c) Price risk
The Company does not have any other price risk than interest rate risk and foreign currency risk as disclosed above.
Capital management
For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Company's capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company's policy is to keep an optimum gearing ratio. The Company includes within net debt, interest bearing loans and borrowings, trade payables, less cash and cash equivalents.
*Compulsorily convertible debentures of Rs 6,500 million (31 March 2023: Rs. 6,500 million) held by Company’s Holding Company, has been considered as equity for the purpose of calculation of gearing ratio.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings.
37 Terms of non convertible debentures
Non convertible debenture (issued during the 2021-2022)
1. Nature of securities:
(a) a first ranking exclusive charge on cash flows and receivables of the the Company and ACME Solar Energy Private Limited ("ASEPL") from the Group "A" Companies and proceeds of any liquidity events to the extent required to be paid to the debenture holders in accordance with liquidity events of the debenutre trust deed "DTD";
(b) a first ranking exclusive charge on the DSRA and all amounts deposited therein;
(c) a first ranking exclusive pledge over the pledged securities of the Company;
(d) a first ranking exclusive pledge over the pledged securities of the ASEPL; and
(e) a first ranking exclusive pledge over the pledged securities of the Group "A" Companies.
2. Over all return:
a) Cash coupon of 12.84% payable semi annually
b) Cash coupon of 13.92% payable semi annually after 31 August, 2023
c) Cash coupon of 14.50% payable semi annually after 01 February, 2024
3. Tenure: 5 years with the following amortization schedule:
•Principal moratorium for first 3 years
•End of Year 3: 20% along with accrued Redemption Premium, if any •End of Year 4: 30% along with accrued Redemption Premium, if any •End of Year 5: 50% along with accrued Redemption Premium, if any
Group "A" Companies includes ACME Solar Energy (Madhya Pradesh) Private Limited, ACME Odisha Solar Power Private Limited, Grahati Solar Energy Private Limited, Dayakara Solar Power Private Limited, Nirosha Power Private Limited, ACME Solar Technologies (Gujarat) Private Limited, ACME Raipur Solar Power Private Limited, ACME Nalanda Solar Power Private Limited, ACME Magadh Solar Power Private Limited, ACME PV Powertech Private Limited, Mihit Solar Power Private Limited, ACME Solar Rooftop Systems Private Limited, Acme Rewa Solar Energy Private Limited, ACME Jodhpur Solar Power Private Limited, Acme Yamunanagar Solar Power Private Limited, ACME Mahbubnagar Solar Energy Private Limited, ACME Solar Power Technology Private Limited.
^Incorporated on 20 November 2020 as a wholly owned subsidiary. The Company transferred 49% equity stake to Renew Solar Power Private Limited through execution of a share purchase agreement dated 21 February 2022.
A On 27 April 2023, the Company has sold ACME ECO Clean Energy Private Limited to ACME Pokhran Solar Private Umited.
## On 12 January 2023, the Company acquired 39% shares (49,316,280 Equity Shares of Rs.10 each) of ACME Aklera Power Technology Private Limited from DSDG Holding APS.
On 25 January 2023, the Company acquired 10% shares (12,645,200 Equity Shares of Rs. 10 each) and Compulsorily Convertible debentures 'CCD' (18,967,800 CCD of face value of Rs. 10 each) of ACME Aklera Power Technology Private Limited from The United Nation Office for Project Service (UNOPS).
#The company has sold its interests to ACME Cleantech Solutions Private Limited in
a) ACME Urja One Private Hmited (formerly known as ACME Barmer Solar Private Limited) on 17 May, 2023
b) ACME Urja Two Private Limited (formerly known as ACME Pushkar Solar Private Limited) on 27 July, 2023
c) ACME Sun Power Private Limited, ACME Surya Power Private Limited, Acme Surya Energy Private Limited, Acme Solartech Private Limited on 18 September, 2023.
**The company has sold its interests to third party on 03 January, 2024 ***The company has sold its interests to third party on 24 January, 2024
***On 30 March 2024, the Company has acquired 10,000 equity shares of face value Rs. 10 each at par of ACME Venus Urja Private Limited.
39 Earnings/ (loss) per share
Both the basic and diluted earnings/ (loss) per share have been calculated using the profit/ (loss) attributable to shareholders of the parent company as the numerator, i.e. no adjustments to profit/ (loss) were necessary.
* Subsequent to year ended 31 March 2024, the company has sub-divided each equity share of the face value of Rs.10 each in the authorised capital of the Company, into 5 equity shares of Rs 2 each fully paid-up. Further, as per Ind AS 33 'Earnings Per Share' , if the number of ordinary or potential ordinary shares outstanding increases as a result of share split after the reporting period but before the financial statements are approved for issue, the per share calculations for those and any prior period financial statements presented shall be based on the new number of shares.
a. The Company had entered into an agreement with ACME Chittorgarh Solar Power Pvt Ltd for supplying Photovoltaic modules, inverters and other parts for setting up of Solar Power Generating System and the said goods were covered by the entry no.234 of notification no. 01/2017- CT (Rate) and the company discharged 5% GST rate on the supplies made. On 16 November 2021, Anti-evasion team visited the premises of the Company. Subsequent to visit, department issued a notice dated 31 January 2022, wherein it has been alleged that the goods have been wrongly classified as parts of Solar Power Generating System and differential GST of Rs.18.08 million need to be paid by the Company. Based on the available documents and inputs from experts, the Company believes that more likely than not, these disputes would not result in additional outflow of resources and thus no adjustment is currently required to be made in these standalone financial statements.
b. Disputed demand for income tax includes a dispute of Rs. 4.54 million (31 March 2023: Rs. 4.54 million) for assessment year 2018-19 between Athena Karnal Solar Power Private Limited and income tax department in relation to addition in interest income. The Company had sold Athena Karnal Solar Power Private Limited to private equity in financial year 2020-21 and had provided indemnity for any tax demands arising for years upto sale date. Athena Karnal Solar Power Private Limited has filed an appeal before Commissioner of Income-tax (Appeals) against the order of assessing officer which is currently pending for disposal. Based on the evaluation of the case, the management is of the view that it is more likely than not that matter will be decided in favor of Athena Karnal Solar Power Private Limited and accordingly, no provision is required. The Company had deposited Rs. 0.91 million (31 March 2023: Rs. 0.91 million) under protest while filing the said appeal.
43 Employee benefits Defined contribution
Contributions are made to the recognised provident and family pension fund, cover all eligible employees under applicable Acts. Both the employees and the Company make pre-determined contributions to the provident fund. The contributions are normally based upon a proportion of the employee’s salary. The Company has recognized an amount of Rs 23.77 million (31 March 2023: Rs 18.30 million) towards employer’s contribution in provident fund and other funds in the statement of profit and loss.
Defined benefit obligation
Provision for gratuity, payable to eligible employees on retirement/separation, is based upon an actuarial valuation as at the balance sheet date. Major drivers in actuarial assumptions, typically, are years of service and employee compensation. The obligations are actuarially determined using the ‘Projected Unit Credit Method’ as at the balance sheet date. Gains/ losses on changes in actuarial assumptions are accounted in Other Comprehensive Income as identified by the management of the Company.
Other long term employee benefits
Provision for compensated absences, payable to eligible employees on availment/ retirement/ separation, is based upon an actuarial valuation as at the balance sheet date. Major drivers in actuarial assumptions, typically, are years of service and employee compensation. The obligation are actuarially determined using the ‘Projected Unit Credit Method’ as at the balance sheet date. Gains/ losses on changes in actuarial assumptions are accounted in Other Comprehensive Income.
Reasons for variance
*Increse in current assets leads to improvement in the ratio.
ADue to payment received from trade receivables, the ratio has been increased.
AA Due to payment of trade payable, the ratio has been increased.
**Profit during the current year resulting into improvement in the ratio.
Other explanatory points
(A) Earning for Debt Service = Net Profit after taxes Non-cash operating expenses like depreciation and other amortizations Interest other adjustments like loss on sale of Fixed assets etc.
Debt service = Interest & Lease Payments Principal Repayments
“Net Profit after tax” means reported amount of “Profit / (loss) for the period” and it does not include items of other comprehensive income.
(B) Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability
b) The Company has not been declared as wilful defaulter by any bank or financial institution or any other lender.
c) The Company does not have any charges or satisfaction, which is yet to be registered with Registrar of Companies, beyond the statutory period prescribed under the Companies Act, 2013 and the rules made thereunder.
d) The Company has not entered into any transaction which has not been recorded in the books of account, that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
e) The Company has not traded or invested in crypto currency or virtual currency during the year.
f) The Company does not have any Benami property and further, no proceedings have been initiated or are pending against the Company, in this regard.
g) The Company has not entered into any transactions with struck off companies, as defined under the Companies Act, 2013 and rules made thereunder.
h) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
i) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
45 During the current year, on 28 December 2023, Company has signed a Binding offer with Acme Solar Energy Pvt. Ltd. ("Purchaser") to sell its 100% investments in Equity shares and Debentures in its 5 subidiaries companies naming Aarohi Solar Pvt. Ltd., Dayanidhi Solar Power Pvt. Ltd., Acme Jaisalmer Solar Power Pvt. Ltd., Niranjana Solar Energy Pvt. Ltd., Vishwatma Solar Energy Pvt. Ltd. Purchase paid Rs. 3895.44 miilion to Company as advance towards consideration, which will be decided later based on Net Asset Value provided by chartered accountant/registered valuer/ merchant banker. On 29 March 2024, both the parties agrred to decline this binding offer due to non agreement on the valuation of shares to be sold, due to which Company will return the advance received towards consideration to Purchaser within 60 days of declining of offer. Company has repaid Rs. 631.40 million upto 31 March 2024 and balance amount of Rs. 3264.04 million has been repaid subsequently and this amount has been classified as Current Liabilities.
During the earlier year, investment in equity instruments of the subsidiary company have been classified as assets held for sale pursuant to management's intention to sell. The Company has entered into sale purchase agreement ("SPA") with a private equity fund for sale of its 100% investment in equity share of above mentioned subsidiary company.
The assets classified as held for sale have been accounted at lower of carrying amount and fair value less costs to sell. The fair value of investment classified as assets held for sale has been determined based on the SPA entered with the private equity fund.
(ii) During the current year, the Company has sold investment in 11,544 Optionally Convertible redeemable Preference Shares of ACME Hisar Solar Power Private Limited, ACME Bhiwadi Solar Power Private Limited and ACME Karnal Solar Power Private Limited each , 3,339 Optionally Convertible redeemable Preference Shares of ACME Jaipur Solar Power Private Limited and 215,335 Optionally convertible debentures of ACME Jaipur Solar Power Private Limited.
During the previous year, the Company has sold investment in 17,316 Optionally Convertible redeemable Preference Shares of ACME Hisar Solar Power Private Limited, ACME Bhiwadi Solar Power Private Limited and ACME Karnal Solar Power Private Limited each and 6,661 Optionally Convertible redeemable Preference Shares of ACME Jaipur Solar Power Private Limited.
(iii) During the current year, the Company has sold investments in its subsidaries ACME Surya Power Pvt.Ltd, ACME Surya Energy Private Limited, ACME Sun Power Private Limited, ACME Solartech Private Limited, ACME Urja One Private Limited (formerly known as ACME Barmer Solar Private Limited) and ACME Urja Two Private Limited (formerly known as ACME Pushkar Solar Private Limited) to its parent company ACME Cleantech Solutions Private limited.
(iv) During the current year, ACME Kaithal Solar Power Private Limited, ACME Koppal Solar Energy Private Limited, ACME Babadham Solar Power Private Limited, ACME Vijayapura Solar Energy Private Limited, ACME Kittur Solar Energy Private Limited, ACME Guledagudda Solar Energy Private Limited, ACME Hukkeri Solar Energy Private Limited, ACME Kudligi Solar Energy Private Limited, ACME Sandur Solar Energy Private Limited, and Vittanath Power Private Limited, and its subsidaties Mihit Solar Power Private Limited, Devishi Solar Power Private Limited , Eminent Solar Power Private Limited , Sunworld Energy Private Limited , Devishi Renewable Energy Private Limited has been sold to Blupine.
(v) Deferred consideration
During the earlier year, 100% investment in equity instruments and compulsory convertible debentures of subsidiary company, namely ACME Chittorgarh Private Limited were sold to the private equity funds.
Deferred consideration on above investment was dependent on conditions precedent as agreed in the respective share purchase agreement. The Company is confident to meet all the conditions precedent as mentioned in the said agreement and is confident that the balance amount of Rs. 235.91 million (31 March 2023: Rs. 235.91 million) is fully recoverable.
48 Segment information
The Company is engaged in the business of engineering, procurement and construction of solar plants and related activities. Chief Operating Decision Maker(CODM) reviews the financial information of the Company as a whole for decision-making and accordingly the Company has a single reportable segment. Further, the operations of the Company are limited within one geographical segment. Hence, no further disclosure is required to be made. During the year ended 31 March 2024 and 31 March 2023, there is no single external customer who contributes 10% or more to the Company’s revenue.
49 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company uses an accounting software (SAP HANA) for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software. However, the audit trail feature is not enabled at database level for accounting software SAP HANA to log any direct data changes for users with certain privileged access rights. Further there is no instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled.
Presently, the log is enabled at the application level and the privileged access to HANA database continues to be restricted to limited set of users who necessarily require this access for maintenance and administration of the database.
50 Certain amounts (currency value or pecentages) shown in the various tables and paragraphs included in the financial statements have been rounded off or truncated as deemed appropriate by company.
51 Subsequent event
(i) On 22 June 2024, the Company has been converted from Private Limited Company to Public Limited Company.
(ii) During the previous year, the Board of Directors of Company at their meeting held on June 15, 2023, had approved composite scheme of arrangement ("the Scheme") pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (“Act”) read with other applicable provisions of the Act and rules as applicable, with appointed date of 01 April 2023, proposed:
a) Demerger of Solar and Wind Business (hereinafter referred to as “Demerged Undertaking” or “Solar and Wind Business”) belonging to M/s ACME Solar Holdings Limited (“Demerged Company” or “Transferor Company”) with and into M/s ACME Cleantech Solutions Private Limited (“Resulting Company”) on a going concern basis.
b) Amalgamation of M/s ACME Solar Holdings Limited (“Demerged Company” or “Transferor Company”) with its Remaining Business, with and into M/s MKU Holdings Private Limited (“Transferee Company”).
Upon the Scheme becoming effective, the Transferor Company/ the Company shall after giving effect to the Scheme stand dissolved, without further process ofwinding-up. Consequently, the Company had filed an application with the Hon'ble National Company Law Tribunal (Hon’ble Tribunal), post shareholders' approval. The applicability of the Scheme was subject to regulatory and other approvals.
Subsequent to current year end, the Board of Director of the Company at their meeting held on May 27, 2024, has approved the resolution to withdraw the Scheme amongst M/s MKU Holding Private Limited, M/s ACME Cleantech Solutions Private Limited and M/s ACME Solar Holdings Limited, filed before the Hon’ble Tribunal. On May 29, 2024, the Company has filed an application before the Hon’ble Tribunal to withdraw the Scheme which was accepted by the Hon’ble Tribunal and post hearing the Scheme stand disposed off.
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