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Interim Results

30 Dec 2010 07:00

RNS Number : 6832Y
Caparo Energy Ltd
30 December 2010
 



Caparo Energy Limited

("Caparo Energy" or the "Company")

Interim results for the six month period ended 30 September 2010

Caparo Energy (AIM: CEL), the wind power development company, is pleased to announce its maiden interim results for the six months ended 30 September 2010.

Chairman's Statement

Caparo Energy was incorporated on 13 August 2010 to act as the ultimate holding company of Caparo Energy India and other members of the Caparo group of companies for the purpose of becoming one of the leading independent power producers in India. The Company joined the AIM market of the London Stock Exchange ("AIM") in November 2010 and raised approximately £50.2m net of expenses ("Admission").

During the period to 30 September 2010, the Company was not listed and the management team was predominantly focused on preparing for a listing on AIM. Consequently, the accounts for the period show only the start-up costs for the business and the initial expenses incurred in the negotiation of the Company's contracts for the development of turnkey wind assets in India, principally its Business Partnership Agreement with Suzlon Energy Limited ("Suzlon") (the "BPA"). During the period, the Company incurred a loss of $454,992.

Trading Update

Since Admission, the Company has been in discussion with Suzlon Energy Limited ("Suzlon") regarding the roll out schedule for the first set of assets to be delivered under the terms of the BPA signed with Suzlon in May 2009 (the "Initial Projects") and referred to in the Company's admission document (the "Admission Document"). As part of those discussions, the Company has sought to increase its level of visibility regarding the roll out schedule for further assets beyond the Initial Projects, which may require the Company to agree to certain concessions to the BPA. These discussions are ongoing and the directors of the Company (the "Board") look forward to announcing the details of the first purchase orders signed in connection with the Initial Projects, and providing a further update to shareholders, early in the New Year.

In addition, the Board has continued discussions with Infrastructure Development Finance Company Limited regarding the indicative offer of financing, by way of a senior debt facility of INR 4,550 million (US$ 101.9million), referred to in the Admission Document and I am pleased to confirm that this facility is now in place and will be drawn down to part finance the acquisition of the Initial Projects, once the roll out schedule has been formally agreed with Suzlon.

Furthermore, as stated in the Admission Document, in order to limit the reliance on internal cash flow in the short and medium term and to increase the rate at which further generating capacity can be acquired, the Company intends to seek additional external financing through the combination of, inter alia, further equity or debt financing and where appropriate, the securitisation of future cash flows and revenues. Since Admission, the Board has been in a number of discussions regarding the provision of additional external financing and again, I look forward to providing a further update regarding the outcome of those discussions in the New Year.

 

For further information please contact:

Caparo Energy Limited

Ravi Kailas, Chief Executive Officer

+91 40 439 60000

Strand Hanson Limited

Angela Peace / Paul Cocker / James Harris

+44 (0) 20 7409 3494

Mirabaud Securities LLP

Peter Krens / Rory Scott

+44 (0) 20 7878 3360

Pelham Bell Pottinger

Charles Vivian / Klara Kaczmarek

+44 (0) 20 7861 3232

 

30.12.2010

 

Unaudited Interim Financial Statements for the six month period ending September 30, 2010

 

CAPARO ENERGY LIMITED

 

 

 

CAPARO ENERGY LIMITED

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM 1 APRIL 2010 TO 30 SEPTEMBER 2010 (UNAUDITED)

 

Note

For the period

from 1April 2010

to 30 September 2010

(Unaudited)

US$

Continuing Operations

Expenses

Administrative Expenses

B

(441,732)

Preliminary and Pre-incorporation Expenses

(413)

Operating loss

(442,145)

Interest Income

1,072

Loss Before Tax

(441,073)

Income Tax Expense

-

Loss For The Period

(441,073)

Other Comprehensive Loss

Foreign Exchange Translation Loss

(13,919)

Total Comprehensive Loss For The Period

(454,992)

Loss Per Share

Basic and Diluted

J

0.04

 

CAPARO ENERGY LIMITED

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE PERIOD FROM 1 APRIL 2010 TO 30 SEPTEMBER 2010 (UNAUDITED)

 

Notes

As at

30 September 2010 (Unaudited)

(US$)

Assets

Non-Current Assets

Property, Plant and Equipment

C

30,070

Deposits

D

37,745

Total Non - Current Assets

67,815

Current Assets

Deposits

D

780

Other Assets

18,838

Cash and Bank Balances

E

212,437

Total Current Assets

232,054

Total Assets

299,869

Current Liabilities

Trade and Other Payables

F

(1,016,380)

Total Current Liabilities

(1,016,380)

Net current liabilities

(784,326)

Net liabilities

(716,511)

Shareholders' Deficit

Capital and Reserves

Share Capital

G

40,000

Accumulated Deficit

(616,135)

AIM Share issue expenses*

(122,705)

Foreign Currency Translation Reserve

(17,671)

Total Shareholders' Deficit

(716,511)

*Share issue expenses accrued up to 30 September 2010 in connection with the capital raised through AIM

These Interim Statements of Management Accounts were approved by the Board of Directors and authorised for use on 28th December 2010

Signed on behalf of the Board of Directors by:

Rohit Phansalkar Vikram Kailas

Director CFO & Director

 

CAPARO ENERGY LIMITED

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT FOR THE PERIOD FROM 1 APRIL 2010 TO 30 SEPTEMBER 2010 (UNAUDITED)

 

Share Capital

Accumulated Deficit

Foreign Currency Translation Reserve

Share Issue Expenses

Total

(US$)

(US$)

(US$)

(US$)

Balance As at

1 April 2010

233

(175,062)

(3,752)

-

(178,581)

Loss For The Period

-

(441,073)

-

-

(441,073)

Other Comprehensive Loss For The Period

-

-

(13,919)

-

(13,919)

Total Comprehensive Loss for the Period

-

(616,135)

(17,671)

-

(633,573)

Issue of Shares

39,767

-

-

-

39,767

Share Issue expenses

-

-

-

(122,705)

(122,705)

Balance As at

30 September 2010

40,000

(616,135)

(17,671)

 

(122,705)

(716,511)

  

 

CAPARO ENERGY LIMITED

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOW FOR THE PERIOD FROM 1 APRIL 2010 TO 30 SEPTEMBER 2010 (UNAUDITED)

 

Note

For The Period

From 1 April 2010 To 30 September 2010 (Unaudited)

(US$)

Cash Flows From Operating Activities

Loss For The Period

(441,073)

Depreciation

C

5,899

Operating Cash Flows Before Working Capital Changes

(435,174)

Decrease in Deposits

D

3,496

Increase in Other Assets

(12,773)

Increase in Trade and Other Payables

F

389.535

Net Cash Generated From Operating Activities

(54,916)

Cash Flows From Investing Activities

Purchase Of Property, Plant And Equipment

(1,809)

Cash Used In Investing Activities

(1,809)

Cash Flows From Financing Activities

Proceeds From The Issue Of Ordinary Share Capital

39,767

Cash Generated From Financing Activities

39,767

Net Increase In Cash And Cash Equivalents

(16,957)

Cash And Cash Equivalents

At Beginning Of The Period

230,667

 Net effect of foreign currency translation to presentation currency

(1,273)

Cash And Cash Equivalents

At End Of The Period

E

212,437

 

 

 

CAPARO ENERGY LIMITED

 

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL INFORMATION

FOR THE PERIOD FROM 1 APRIL 2010 TO 30 SEPTEMBER 2010

 

General Information

Caparo Energy Limited ("CEL" or the 'Company') is a company domiciled is Guernsey and was incorporated on 13 August 2010 and was admitted to the AIM of London Stock Exchange on 12th October 2010. The Company raised approximately US$ 80 million (£50.18 million) at the time of listing (before admission expenses). A share issue expense of US$122,705 has been accrued in the books as for 30 September 2010 in relation to the said issue.

The principal activity of the Company is to operate wind energy farms as a leading independent power producer, and to engage in the sale of energy to the Indian market through its Indian subsidiary viz., Caparo Energy (India) Limited (CEIL).

 

The functional currencies of the respective Group companies are:

Caparo Energy Limited

Great British Pound (GBP)

Caparo Energy Investments Limited-Mauritius

US Dollar (US$)

Caparo Energy (India) Limited

Indian Rupee (INR)

 

NOTE A - PRINCIPAL ACCOUNTING POLICIES

3.1 BASIS OF PREPARATION

The condensed set of financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards as adopted by the European Union (IFRSs). The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as are expected to be applied in the Company's year-end financial statements. While the financial figures included in this half-yearly report have been computed in accordance with IFRSs applicable to interim periods, this half-yearly report does not contain sufficient information to constitute an interim financial report as that term is defined in IAS 34.

The financial information for the interim period ended 30 September 2010, is unaudited and does not constitute the Company's statutory financial statements for those periods.

The Company was incorporated with the sole purpose of acquiring a controlling interest in its directly held, wholly owned, subsidiary Caparo Energy Investments Limited ("CEILM"), which was acquired by the Company in September 2010. CEILM itself had acquired a controlling interest in its directly held, wholly owned, subsidiary Caparo Energy (India) Ltd ("CEIL") in September 2010. These transactions are considered to be under common control, as defined in IFRS 3 Business Combinations, as the companies were controlled by the same shareholders. The Directors note that transactions under common control are outside the scope of IFRS 3 Business Combinations and that there is no guidance elsewhere in IFRS covering such transactions.

 

 

 

 

 

The company has chosen to apply merger accounting, such that the financial statements of the company incorporate the combined companies' results and cash flows as if the companies have always been combined with the assets and liabilities of the purchased business incorporated at the consolidated book value and the difference between the purchase consideration and the book value of the assets and liabilities recorded in equity as a common control reserve. The comparative figures would have been re-presented, but the date of incorporation of the company and its subsidiaries means that there are no comparative figures for the corresponding period in the preceding financial year.

 

As at 30 September 2010 the following companies formed part of the Group:

Company

Immediate Parent

Country of Incorporation

% of Interest

Caparo Energy (India) Limited

Caparo Energy Investments Limited

India

100

Caparo Energy Investments Limited

Caparo Energy Limited

 

Mauritius

100

 

 

The financial information is prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The expenses are analysed by function in the Statement of Comprehensive Income. The condensed consolidated financial information of the Company for the six months to 30 September 2010 comprises the financial information of the Company, its subsidiaries (together referred to as the "Group").

3. 2 Standards and interpretations in issue not yet adopted

The following new Standards and Interpretations, which are yet to become mandatory, have not been applied in the Company's Financial Information.

Standard Or Interpretation

Effective For Reporting Periods Starting On Or After

IFRS - 9

Financial Instruments

Annual periods beginning on or after 1 January 2013

IFRS-7

Financial Instruments disclosure-Amendments resulting from May 2010 annual improvements to IFRS

Annual periods beginning on or after 1 January 2011

IAS 24

Related Party Disclosures - Revised Definition Of Related Parties

Annual periods beginning on or after 1 January 2011

IAS 34

Interim Financial Reporting- Amendments resulting from May 2010 annual improvements to IFRS

Annual periods beginning on or after 1 January 2011

Based on the Company's current business model and accounting policies, management does not expect any material impact to the Company's financial information as result of the above standards or interpretations becoming effective.

The Company does not intend to apply any of these pronouncements early.

3.3 Other Key Policies

Financial assets and liabilities

All financial assets are recognised and derecognised on trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs.

 

Effective Interest Method

The effective interest method is a method of calculating the amortised cost of a financial asset held at amortised cost and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

 

Loans and Receivables

Trade receivables, loans, deposits and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

 

Impairment of Financial Assets

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events having occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

 

For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

 

 

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

 

Trade payables

Trade and other accounts payables are stated at their fair value net of transaction costs and are recognised when the Company becomes obliged to make future payments resulting from the purchase of goods and services.

 

3.4 Foreign currency

Translation to Presentation Currency

The functional currency of the Company (CEL) is Pound Sterling ("GBP") and the functional currency of its Indian Subsidiary is Indian Rupees ("INR"). This financial information will be used by the international investors and other stake holders as the company's share have been listed in AIM, a market operated by the London Stock Exchange, and for this reason US dollars ("US$") are used as the presentational currency. At the reporting date, the assets and liabilities of the Company are translated into US$ at the rate of exchange prevailing at the balance sheet date and the income statement is translated at the average exchange rates for the period. The resulting exchange difference is recognised in the Statement of Other Comprehensive Income.

 

3.5 Cash and cash equivalents

Cash comprises cash in hand and cash held on deposit. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash, which are subject to an insignificant risk of change in value.

3.6 Property, Plant and Equipment

Property, Plant and Equipment are stated at cost, less accumulated depreciation and accumulated impairment losses.

Depreciation is provided to write off the cost of Property, Plant and Equipment over their estimated useful lives after taking into account their estimated residual value, using the straight-line method as stated below:

Furniture and Fittings: 5 years

Office Equipment: 4-5 years

Computers: 4 years

At each reporting date, the Company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

The gain or loss on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised in profit or loss.

3.7 Revenue recognition

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition

3.8 Expenses

Expenses are accounted on an accruals basis.

3.9 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in future years and it further excludes items that are permanently exempt from tax or allowable as a tax deduction. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the statement of financial position method. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

3.10 Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

3.11 Share capital

Share capital is recognised at the fair value of consideration received. Any excess over the nominal value of shares is taken to the share premium reserve.

Costs incurred for issuing new share capital when the issuance results in a net increase or decrease to equity are charged directly to equity. Costs incurred for issuing new share capital when the issuance does not result in a change to equity are taken to the statement of comprehensive income.

3.12 Operating segments

IFRS 8 "Operating Segments" requires the segment information presented in the financial information to be that which is used internally by the chief operating decision maker to evaluate the performance of the business and decide how to allocate resources. The Company's internal reporting reviewed by the Board focuses on the operations of the Company as a whole and does not identify individual operating segments. Therefore the Company has only one reportable segment.

NOTE B - ADMINISTRATIVE EXPENSES

Particulars

For The Period

From 1April 2010

To 30 September 2010

(US$)

Professional and Consultancy Expenses

235,751

Salaries to Staff

80,549

Rent

48,450

Office Maintenance

3,821

Tours and Travelling Expenses

12,455

Other Expenses

54,807

Depreciation

5,899

Total

441,732

 

NOTE C - PROPERTY, PLANT AND EQUIPMENT

Particulars

Furniture And Fittings

 

Office Equipment

 

Computers

 

Total

 

(US$)

(US$)

(US$)

(US$)

Cost as on 1April 2010

4,165

10,885

19,111

34,161

Additions

-

-

1,809

1,809

Balance

at 30 September 2010

4,165

10,885

20,920

35,970

AccumulatedDepreciation

147

617

997

1761

Depreciation

for the Period

417

1,107

2,615

4,138

Balance

at 30 September 2010

564

1,724

3,612

5,899

Net Book Value at 30 September 2010

3,602

9,161

17,308

30,070

 

NOTE D - DEPOSITS

Non-current deposits represent the security deposits paid for property rented under operating lease arrangement. Current deposits represents rental lease, telephone deposits and staff advances.

 

NOTE E - CASH AND BANK BALANCES

Particulars

As at 30 September 2010

(US$)

Cash in Hand

3

Bank Balances

212,434

Total

212,437

NOTE F - TRADE AND OTHER PAYABLES

Particulars

As at

30 September 2010

(US$)

Creditors for Services

164,370

Statutory Liabilities

4,516

Advance from Others

848,566

Total

1,017,452

 

NOTE G - SHARE CAPITAL

Stated Capital:

30 September 2010 (US$)

120,000,000 ordinary shares with a par value of 0.00033-US$ each

40,000

 

The Company (CEL) has acquired shares in Caparo Energy Investments Limited, Mauritius from its existing shareholders namely, Esrano Overseas Ltd, Caparo Energy Investments Inc., Caparo Energy Holdings Inc., Caparo Energy Capital Inc., and Sila Energy Inc. In consideration of the said acquisition the Company allotted shares of the Company, at no par value, in its capital as per the details mentioned in the above table. The issued 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.

 

NOTE H - LEASING ARRANGEMENTS

Operating lease relates to lease of office premises with a lease term of 3 years. The leasing arrangement contains a renewal clause providing the company with the option of extending the lease for further periods of 3 years and 4 years at the prevailing market rate.

 

Payments recognised as an expense

 

Particulars

Period Ended

From 1 April 2010

To 30 September 2010

(US$)

Minimum Lease Payments

48,450

 

Non-Cancellable operating lease commitments

 

Particulars

(US$)

Not Later 1 year

84,361

Later Than 1 Year And Not Later Than 5 Years

125,589

Total

209,950

NOTE I - RELATED PARTY TRANSACTIONS

The Directors of the Company are:

 

1. Hon Angad Paul -Chairman

2. Mr. Ravi Kailas -Chief Executive Officer

3. Mr. Vikram Kailas -Chief Financial Officer

4. Mr. Rohit Kumar Phansalkar -Non-Executive Director

5. Mr. Alastair Cade -Executive Director

6. Mr. Charles Edmund Wilkinson -Non-Executive Director

7. Mr. Philip Swatman -Non-Executive Director

 

US$ 445,525 was advanced by Caparo Engineering (India) Limited during the previous year, a company of which Mr. Angad Paul is a director, and remained outstanding at the balance sheet date. However, the same has been paid in the month of October 2010.

 

US$ 222,762 as advanced by Zip Reality Pvt. Ltd during the period, a company of which Mr. Ravi Shankar Kailas is a director and remained outstanding at the balance sheet date. However, the same has been paid in the month of October 2010.

 

US$ 16,234 being the remuneration paid to one Director, considered to be the Company's Key Management Personnel, during the period.

 

NOTE J - EARNINGS PER SHARE

Particulars

For The Period

From 1 April 2010

To 3 September 2010

(US$)

Loss attributable to ordinary shareholders

(441,073)

Weighted average number of ordinary shares outstanding during the period

12,000,000

Basic EPS

(0.04)

Diluted EPS

(0.04)

 

The Company does not have any potentially dilutive instruments for the period ended 30 September 2010, and as such, Diluted EPS equals Basic EPS.

 

NOTE K - COMPARATIVE INFORMATION

As the Company was incorporated on 13August 2010 with this being the first period of operation, no comparative information is disclosed in this financial information.

 

NOTE L - CAPITAL MANAGEMENT POLICIES

The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

 

NOTE M - SUBSEQUENT EVENTS

Caparo Energy Limited ("CEL" or the 'Company') is a company domiciled is Guernsey and was incorporated on 13 August 2010 and was admitted to the AIM of London Stock Exchange on 12th October 2010. The Company raised approximately US$ 80 million (£50.18 million) at the time of listing (before admission expenses).

Company has raised a project term loan of USD 101.36 million (equivalent INR. 4550 million) from Infrastructure Development Finance Company Limited (IDFC) and executed loan documents on 15 October 2010 for its proposed 126 MW wind farms in Maharashtra, Rajasthan and Gujarat states in India.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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