MIRA INFORM REPORT

 

 

Report Date :

18.01.2011

 

IDENTIFICATION DETAILS

 

Name :

INDOSOLAR LIMITED

 

 

Formerly Known As :

ROBIN GARMENTS PRIVATE LIMITED

ROBIN SOLAR PRIVATE LIMITED

 

 

Registered Office :

C-12, Friends Colony (East), New Delhi 110 065

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

08.04.2005

 

 

Com. Reg. No.:

55- 134879

 

 

CIN No.:

[Company Identification No.]

U18101DL2005PLC134879

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

DELP13350B / DELR15134A

 

 

PAN No.:

[Permanent Account No.]

AAECP2108F / AADCR2872D

 

 

Legal Form :

A Closely Held Public Limited Liability Company

 

 

Line of Business :

Manufacturer of Photovoltaic Solar Cells

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B (26)

 

RATING

STATUS

PROPOSED CREDIT LINE

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

Small

 

Maximum Credit Limit :

USD 5900000

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having moderate track. Profitability of the company is under severe pressure. There appears huge accumulated losses recorded by the company. However trade relations are reported as fair. Business is active. Payments are reported to be slow.

 

The company can be considered for business dealings with some cautions.

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

ECGC Country Risk Classification List – April 1, 2010

 

Country Name

Previous Rating

(31.12.2009)

Current Rating

(01.04.2010)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

INFORMATION PARTED BY

 

Name :

Mr. Uma Shankar

Designation :

Accounts Department

Date :

14.01.2010

 

LOCATIONS

 

Registered Office/ Factory1 :

C-12, Friends Colony (East), New Delhi 110 065, India.

Tel. No.:

91-11-2684 1375 / 26311706

Fax No.:

91-11-2684 3949

E-Mail :

atul.mittal@indosolar.co.in

info@indosolar.co.in

Website :

www.indosolar.co.in

Area:

1000 Sq.mtr (Registered office)

8 Acres (Factory) (Owned)

 

 

Corporate Office / Factory2 :

3C/1, Ecotech – II, Udyog Vihar, District Gautam Budh Nagar, Greater Noida 201 306, Uttar Pradesh, India.

Tel. No.:

91 120 4762 500

Fax No.:

91 120 4762 533 / 4762525

 

 

DIRECTORS

 

AS ON 31.05.2010

 

Name :

Mr. Bhushan Kumar Gupta

Designation :

Chairman cum Managing Director

Address :

C-12, Friends Colony (East), New Delhi 110 065, India

Date of Birth/Age :

26.01.1936

Qualification :

Entrepreneur

Date of Appointment :

25.09.2009

DIN No.:

00168071

 

 

Name :

Mr. Hulas Rahul Gupta

Designation :

Managing Director

Address :

C-12, Friends Colony (East), New Delhi 110 065, India

Date of Birth/Age :

24.10.1959

Qualification :

B.B.A.

Date of Appointment :

25.09.2009

DIN No.:

00297722

 

 

Name :

Mr. Anand Kumar Agarwal

Designation :

Executive Director and Chief Financial Officer

Address :

38, R P S Flats, Sheikh Sarai Phase-I, New Delhi 110 017 India

Date of Birth/Age :

07.07.1949

Qualification :

A.C.A.

Date of Appointment :

25.09.2009

DIN No.:

00155299

 

 

Name :

Mr. Aditya Jain

Designation :

Independent Non Executive Director

aditjain@pacific.net.sg

Address :

F-63, Radhe Mohan Drive, Gadaipur Bandh Road, Chatarpur, Mehruali, New Delhi 110074

Date of Birth/Age :

27.10.1960

Date of Appointment :

14.12.2009

DIN No.:

00835144

 

 

Name :

Mr. Ravinder Khanna

Designation :

Independent Non Executive Director

Ravikhanna59@gmail.com

Address :

A-804, Central Park, Sector-42, Gurgaon, Haryana

Date of Birth/Age :

26.02.1959

Date of Appointment :

14.12.2009

DIN No.:

01005216

 

 

Name :

Mr. Gautam Singh Kuthari

Designation :

Independent Non Executive Director

gkuts@yahoo.com

Address :

Bargola Building, Fancy Bazar, Guwahati, Assam, India 781001

Date of Birth/Age :

31.08.1959

Date of Appointment :

31.05.2010

DIN No.:

00945195

 

 

KEY EXECUTIVES

 

Name :

Mr. Atul Kumar Mittal

Designation :

Company Secretary and Compliance Officer

Address :

21-B, Pocket – C, Mayur Vihar Phase – II, Delhi – 110091, India

Date of Birth/Age :

10.04.1959

Date of Appointment :

25.09.20090

 

 

Name :

Mr. Uma Shankar

Designation :

Accounts Department

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 31.05.2010

 

Names of Shareholders

 

No. of Shares

 

 

 

 

Bhushan Kumar Gupta

 

56500001

Hulas Rahul Gupta

 

80385494

Greenlite Lighting Corporation, Canada 

 

70114500

Priya Desh Gupta

 

1

Abha Gupta

 

1

Anand Kumar Agarwal

 

1

Gurbaksh Singh Vohra

 

1

Atul Kumar Mittal

 

1

Brand Equity Treaties Limited, India 

 

1400000

Total

 

208400000

List of Allottees

 

No. of Shares

Allotted

 

 

 

 

SCHMID Singapore Pte Limited, Singapur

 

3640579

Total

 

3640579

 

 

Equity Share Breakup (Percentage of Total Equity)

(AS ON 30.09.2010)

 

Category

 

Percentage

 

 

 

Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]

 

33.64

Bodies corporate

 

0.68

Directors or relatives of directors

 

65.68

 

 

 

Total

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Photovoltaic Solar Cells

 

 

Products :

Product Description

ITC Code No.

Photovoltaic Solar Cells

8541

 

 

Exports :

 

Products :

Photovoltic Solar Cells

Countries :

  • China
  • Taiwan
  • Germany

 

 

Imports :

 

Products :

Raw Materials

Countries :

Taiwan and China

 

 

Terms :

 

Selling :

L/C, Cash and Credit

 

 

Purchasing :

L/C, Cash and Credit

 

PRODUCTION STATUS [AS ON 31.03.2010]

 

Particulars

Unit

Licensed Capacity

Installed Capacity*

Actual Production

Solar Cells

Nos.

NA

52560000

6903988

Solar Modules

 

 

 

**2472

 

*On triple shift annual basis

**Production of Solar modules includes 2,472 (Previous year: Rs. Nil) received after conversion of solar cells.

 

 

GENERAL INFORMATION

 

No. of Employees :

Approximately 400 (Office 30, Factory 370)

 

 

Bankers :

Corporation Bank

Industrial Finance Branch, 1ST Floor, 16/10, Main Arya Samaj Road, Karol Bagh, New Delhi 110 005, India

Telephone: +91 11 2875 7455/ 2875 7639

Facsimile: +91 11 28750956

Email: cb447@corpbank.co.in

Contact Person: Mr. V. S.Karthikeyan

Website: www.corpbank.com

 

Indian Bank

G-41, Connaught Circus, New Delhi 110 001, India

Telephone: +91 11 2371 2162/ 2371 2164

Facsimile: +91 11 2371 8418

Email: ibnewdelhimain@vsnl.net

Contact Person: Mr. G. Rangarajan

Website: www.indianbank.in

 

Union Bank of India

Industrial Finance Branch,

M-11, 1ST Floor, Middle Circle Connaught Circus, New Delhi 110 001, India

Telephone: +91 11 2341 7401 - 07

Facsimile: +91 11 2341 7405

Email: ifbcp@unionbankofindia.com

Contact Person: Mr. Pankaj Sharma

Website: www.unionbankofindia.com

 

Bank of Baroda

Ground Floor, Bank of Baroda Building, 16,Sansad Marg, New Delhi 110 001

Telephone: +91 11 2331 0349

Facsimile: +91 11 2371 1267

Email: indel@bankofbaroda.com

Contact Person: Mr. R.K.Arora

Website: www.bankofbaroda.com

 

Andhra Bank

M-35, Connaught Place, New Delhi 110 001, India

Telephone: +91 11 2341 5616

Facsimile: +91 11 2341 6043

Email: bmdel084@andhrabank.co.in

Contact Person: Mr. C.Bala Subramanyam

Website: www.andhrabank.in

 

Bank of Baroda

Corporate Financial Services Branch, Parliament Street, New Delhi-110001, India

 

 

Facilities :

Secured loans

As on 31.03.2010 [Rs in Millions]

As on 31.03.2009

(Rs. In Millions)

Term loans from banks #

[Due within one year Rs. 920.000 Millions]

4583.375

2448.319

Short term working capital loan from banks

 

 

- Cash credit

269.348

--

- Packing credit

71.042

--

- Buyers credit

193.584

--

Short term loan from bank

250.000

--

Total

5367.349

2448.319

 

# Note 1: Secured by first mortgage of all immovable properties of the Company, both present and future and leasehold land, ranking pari-passu with all charge holders, being lending banks forming a consortium.

 

# Note 2: Secured by a first charge by way of hypothecation of all moveable properties, including moveable machinery, machinery procured under letter of credit, machinery spares, equipments, electrical fittings, air conditioners, power generators insulation, installations, fixtures, vehicles, movables and other assets, construction equipments, tools and accessories, both present and future, ranking pari-passu with all charge holders, being lending banks forming a consortium.

 

# Note 3: Secured by an assignment of:

(i) all the escrow account and all rights and interests therein, present and future;

(ii) the right, title and interest, by way of first charge, in and under all of the project documents, contracts, licenses, permits, consents; indemnities and securities that may be furnished by any counter party under any project documents or contracts in favour of the Company after obtaining the written consent of the parties thereto, if necessary; and

(iii) the right, title and interest in, by way of first charge, all government approvals, insurance policies.

 

# Note 4: The loan facilities are further secured by the pledge of 51% of the equity share capital held by the promoters of the Company.

 

# Note 5: The loan facilities are also secured by way of personal guarantees given by the Directors of the Company i.e. Mr. B. K. Gupta and Mr. H.R. Gupta.

Note 6: Secured by pari-passu first charge on inventory, book debts and current assets of the company.

 

Note 7: Secured by first charge by way of hypothecation on pari-passu basis of all those machinery, plant, capital goods and other assets purchased or to be purchased whether installed or not. Further secured by way of hypothecation of all plant and machinery installed at factory building on parri-passu with other banks.

 

Unsecured loans

As on 31.03.2010 [Rs in Millions]

As on 31.03.2009

(Rs. In Millions)

Loan form Directors

70.000

0.000

Total

70.000

0.000

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

B S R and Associates

Chartered Accountants

Address :

Building No.10, 8th Floor, Tower-B, DLF, Cyber City, Phase-II, Gurgaon 122 002, India

Tel. No.:

91-124-307 4000

Facsimile :

91-124-254 9101

E-Mail :

vadvani@kpmg.com 

 

 

CAPITAL STRUCTURE

 

As on 31.03.2010

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

500000000

Equity Share

Rs.10/- each

Rs. 5000.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

208400000

Equity Share

Rs.10/- each

Rs. 2084.000 Millions

 

 

 

 

 

Note 1: Of the above, 185,000,000 equity shares of Rs. 10 each and 15,000,000 equity shares Rs. 0.50 each partly paid outstanding as at 1 January 2009, were issued to the shareholders of Transferor Companies, pursuant to the scheme of amalgamation.

 

Note 2: Pursuant to the scheme of amalgamation the Company has reduced 10,000 equity shares of Rs. 10 each during the year.


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2010

31.03.2009

31.03.2008

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

2084.000

0.100

0.100

2] Share Application Money pending allotment

151.650

0.000

0.000

3] Reserves & Surplus

36.400

0.000

0.000

4] (Accumulated Losses)

(802.460)

(138.623)

(0.038)

5] Equity shares to be issued pursuant to the scheme of

    amalgamation

0.000

1892.400

0.000

NETWORTH

1469.590

1753.877

0.062

LOAN FUNDS

 

 

 

1] Secured Loans

5367.348

2448.319

0.000

2] Unsecured Loans

70.000

0.000

0.000

TOTAL BORROWING

5437.348

2448.319

0.000

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

6906.938

4202.196

0.062

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

6533.926

702.405

30.769

Capital work-in-progress

100.612

3627.585

29.678

 

 

 

 

INVESTMENT

0.000

0.000

0.000

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

773.383

29.472

0.000

 

Sundry Debtors

231.050

0.000

0.000

 

Cash & Bank Balances

241.097

307.105

1.655

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

137.147

73.427

0.000

Total Current Assets

1382.677

410.004

1.655

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

1014.189

526.175

62.030

 

Other Current Liabilities

120.336

7.745

0.010

 

Provisions

2.713

3.878

0.000

Total Current Liabilities

1137.238

537.798

62.040

Net Current Assets

245.439

(127.794)

(60.385)

 

 

 

 

MISCELLANEOUS EXPENSES

26.961

0.000

0.000

 

 

 

 

TOTAL

6906.938

4202.196

0.062

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2010

31.03.2009

 

SALES

 

 

 

 

 

Income

 

1125.167

0.000

 

 

Other Income

 

189.618

7.396

 

 

TOTAL                                     (A)

 

1314.785

7.396

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

(Increase)/decrease in stock

 

(296.740)

0.000

 

 

Manufacturing expenses

 

1614.565

0.000

 

 

Personnel costs

 

84.976

47.693

 

 

Selling, administrative and other expenses

 

115.831

36.183

 

 

TOTAL                                     (B)

 

1518.632

83.876

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

 

(203.847)

(76.480)

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

 

271.876

0.319

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                       (E)

 

(475.723)

(76.799)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

 

187.362

5.706

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

 

(663.085)

(82.505)

 

 

 

 

 

Less

TAX                                                                  (I)

 

0.752

0.576

 

 

 

 

 

 

PROFIT AFTER TAX (G-I)                                  (J)

 

(663.837)

(83.081)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

1049.457

0.000

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

 

1529.440

26.210

 

 

Capital Goods

 

2372.610

275.287

 

TOTAL IMPORTS

 

3902.050

301.497

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

(3.32)

(1.06)

 

 

Expected Sales (2010-2011) : Rs. 8000.000 Millions

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

(50.49)

(1123.32)

-

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

(58.93)

(0.00)

--

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

(8.38)

(7.42)

--

 

 

 

 

--

Return on Investment (ROI)

(PBT/Networth)

 

(0.45)

(0.05)

--

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

4.47

1.70

1000.65

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.22

0.76

0.03

 

 

LOCAL AGENCY FURTHER INFORMATION

 

DETAILS OF SUNDRY CREDITORS

 

(Rs. In Millions)

Particulars

 

31.03.2010

31.03.2009

31.03.2008

Sundry Creditors

1014.189

526.175

62.030

Total

1014.189

526.175

62.030

 

Note:

 

The Registered office of the company has been shifted from F-16, Lajpat Nagar-II, New Delhi-110024, India to present address w.e.f. 17.09.2009

 

Trade References:

 

·         IFI Energia- SRL

·         Renergy Italia SPA

·         Energy System SPA

 

CHANGE OF STATUS / NAME

 

The status of the company has been converted into a public limited company vide fresh certificate of incorporation dated 12th day of October, 2009 issued by the Registrar of Companies, NCT of Delhi and Haryana (ROC). Furthe, the name of the company has been changed from ROBIN SOLAR LIMITED to INDOSOLAR LIMITED vide fresh certificate of incorporation dated 30th Day of October, 2009 issued by the ROC. The company has been allotted a new corporate Identity Number (CIN) : U18101DL2005PLC134879 consequent upon such conversion.

 

STATUS OF IMPLEMENTATION OF SOLAR CELL PROJECT

 

The Company started the project for manufacturing of Solar Photovoltaic Cells by installing two lines of 80 MW each. The first line has already commenced commercial production with effect from 17th July 2009 and second line has commenced commercial production with effect from 17th March 2010. The projected cost of these lines were estimated to be Rs. 6200 Millions, however the actual amount incurred till 17th March 2010 in the project for these two lines is Rs. 6732.700 Millions leading to cost overrun aggregating to Rs. 532.700 Millions. They have submitted financial closure papers for the Special Incentive Package (SIP) Scheme with the Ministry of Communications and Information Technology, Government of India and are awaiting the formal approval for grant of 25% capital subsidy from the Ministry.

 

SUMMARY OF INDUSTRY

 

Global scenario for solar power

 

Solar power worldwide has become a popular resource for renewable energy. The increase in its popularity is reflected by the increase in total annual production of crystalline silicon cells and thin film PV cells to a consolidated level of 6,854 MW in 2008, six times the level in 2004 and representing a compounded growth of almost 56.00% p.a. since 2004. Demand from countries such as Spain, Germany, South Korea, Italy and United States was, to a great extent responsible for the spectacular growth. In 2008, there were 7 markets delivering more than 100 MW of market demand, with Germany and Spain accounting for 73.00% of the world market.

Despite of the reduced demand between Q4 2008 and H1 2009, the Industry is expected to see a strong revival in demand for Solar PV cells in Q1 2010 driven largely by United States, Japan and China.. The early pacing of implementation of utility and ‘stimulus funding’ driven markets in the United States and early demand through China “Golden Sun” projects will be critical in boosting demand and to mitigating further downward price pressures.

 

Prices through the PV chain held steady during the first three quarters of 2008. The price decline path that started in 4Q08 (with the abrupt weakening of end-market demand in Spain and South Korea) continued through 3Q09. According to Solarbuzz, wafer prices averaged $2.25 PW in third quarter 2008. These dropped to $1.03 PW by third quarter 2009. Cell prices averaged $2.92 PW in third quarter 2008. These dropped to $1.51 PW by third quarter 2009.

 

Market prices have seen some stabilization in 4Q 2009 because of strong demand for products that are approved for use in bank-financed projects in Europe especially. New products and lesser brands without track records remained in over-supply through 4Q. Global supply and demand will remain in relatively close balance in 1Q 2010 (the gap opening modestly), providing support against extreme price pressure for modules (and hence, cells and wafers).

 

Overview of power industry in India

 

The low per-capita consumption of electric power in India compared to the world average presents a significant potential for sustainable growth in the demand for electric power in India. According to the 17th Electric Power Survey, May 2007, India’s peak demand is expected to grow at a CAGR of 7.60% over a period of 10 years (FY2007 to FY2017) and would require a generating capacity of 300,000 MW by 2017 to cater to this demand compared to an installed capacity of 132,329 MW as on March 31, 2007.

 

Overview of solar power industry in India

 

In 2008, the majority of India’s solar market remained in the off-grid segments, led by widespread rural electrification programs, street lighting and remote banking/ATM projects, as well as industrial applications such as solar-powered telecom base stations, railway signaling and defence monitoring in border areas. Growth in the off-grid sector was not just witnessed in India’s rural countryside, but also in urban areas, with increasing sales of solar stand-alone systems providing an alternative to diesel generators to back up the unstable and unreliable grid.

 

Jawaharlal Nehru National Solar Mission

 

The objective of the Solar Mission is to establish India as a global leader in solar energy, by creating the policy conditions for its diffusion across the country as quickly as possible. The Solar Mission will adopt a three phase approach, spanning the remaining period of the 11th Plan and first year of the 12th Plan (i.e., up to 2012-2013) as Phase 1, the remaining 4 years of the 12th Plan (i.e., 2013-2017) as Phase 2 and the 13th Plan (2017-2022) as Phase 3. At the end of each plan, and mid-term during the 12th and 13th Plans, there will be an evaluation of progress, review of capacity and targets for subsequent phases, based on emerging cost and technology trends, both domestic and global. The aim would be to protect Government from subsidy exposure in case expected cost reduction does not materialize or is more rapid than expected.

 

CERC Policy for Solar Farms

 

The CERC Tariff Regulations lay down the normative parameters for determination of tariff for renewable energy sources. The key features of the CERC Tariff Regulations from solar PV perspective are:

 

The tariff period for solar PV defined as 25 years;

Normative debt-equity ration of 70:30;

Normative return on equity (“RoE”):

o Pre-tax 19% p.a for first 10 years; and

o Pre-tax 24% p.a 11th year onwards.

 

 

SUMMARY OF BUSINESS

 

Overview

 

They manufacture poly-crystalline solar photo-voltaic (“SPV”) cells from silicon wafers utilizing crystalline silicon SPV cell technology for converting sunlight directly into electricity through a process known as the “photo-voltaic effect”. They market and sell their products to primarily module manufacturers on a business-to-business platform, who in turn supply to the system integrators who install the systems for grid and off-grid (roof top) applications for use in the domestic market as well as markets in Europe, Spain, Japan, Asia, Canada and USA.

 

Their ability to procure poly-silicon wafers at low cost and expand their customer base is critical to their business. Economies of scale, ability to enhance operational and SPV cell efficiency and pricing strategy are the other fundamental enablers in their business.

 

They commenced work for setting up of their SPV cell manufacturing facility in Greater Noida in January 2008. They have established one SPV cell manufacturing line having an annual manufacturing capacity of 80 MW and commenced commercial production in July 2009. The second SPV cell manufacturing line having an annual manufacturing capacity of 80 MW is expected to commence commercial production of SPV cells in March 2010. In order to prepare for an increase in demand for SPV products in the future and to enhance scale to a competitive level, they plan to increase their annual manufacturing capacity to approximately 260 MW by 2011, with one additional manufacturing line of annual manufacturing capacity of 100 MW.

 

They use a fully automated horizontal in-line, state-of-the-art technology for manufacture of SPV cells which offer high average efficiency levels of up to 16.00%. They have entered into arrangements with Schmid Technology Systems GmbH (“Schmid”), one of the operators in SPV cell manufacturing technology and a vertically integrated player in the SPV cell industry, for delivery, installation and commissioning of the plant and machinery at their facility, on a turnkey basis. As part of their manufacturing capacity expansion plans, they propose to install a SPV manufacturing line with ‘selective emitter’ technology to be commissioned by their turnkey provider, Schmid. ‘Selective emitter’ technology will give capability to produce improved SPV cells of higher average efficiency up to 17.20%. Their research and development team comprising three solar photo-voltaic and semi conductor researchers and scientists focuses on continually enhancing their SPV cell Conversion Efficiencies and improving their manufacturing operations.

 

Their management believes that it is preferable to follow a flexible mix vis-ŕ-vis long term and spot market for procurement of silicon wafers, in conjunction with market trends. They are currently negotiating silicon supply contracts with certain suppliers to meet their current manufacturing capacity of 80 MW and sufficient inventory levels in the future, with prices linked to those prevailing in the spot market. Other raw materials such as chemicals, silver and aluminium pastes are also procured from various suppliers at the prevailing market prices.

 

The Company is one of the few companies selected by the Government of India for grant of financial incentives under the “Special Incentive Package Scheme” of 2007 notified by the Government of India and has been granted an in-principle approval on June 1, 2009 by Ministry of Communication and Information Technology, Government of India. Their manufacturing facility at Greater Noida has been granted the status as an ‘Export Oriented Unit’ under the Foreign Trade Policy 2009-2014 of the Government of India pursuant to which they enjoy certain benefits, including free importability and entitlement to avail of certain direct and indirect tax exemptions.

 

Strengthening of their brand name and expansion of their customer base are integral parts of their sales and marketing strategy. They have associated with the Semiconductor Equipment and Materials International, USA, Indian Semiconductor Association and Solar Energy Society of India (“SESI”). One of their Promoters, Mr. Hulas Rahul Gupta, is convenor of the industry wing of SESI.

 

Their Promoters, Mr. Bhushan Kumar Gupta and Mr. Hulas Rahul Gupta, have a combination of managerial acumen as well as domestic and international experience of approximately 30 and 20 years, respectively, in manufacturing, marketing and customer relations.

 

INDUSTRY OVERVIEW

 

Till December 31, 2009, they had sold 3.36 MW of SPV cells and modules for an aggregate contract value of Rs. 215.26 million. Their Orderbook is Rs. 4,748.72 million as of December 31, 2009 with five customers for delivery of 73.05 MW of SPV cells.

 

On January 5, 2010, they have further entered into a contract with a customer based in France for delivery of 5.03 MW of SPV cells for a contract value of Rs. 315.20 million, based on conversion rate of € = Rs. 67.02 as on December 31, 2009

 

Their Competitive Strengths

 

They believe their principal competitive strengths are as follows:

(a) State-of-the-art technologies for manufacturing SPV cells obtained from Schmid

(b) Well positioned to receive tax breaks and special incentives from the Government of India

(c) Early mover advantage in the domestic SPV cell manufacturing space

(d) Committed and experienced promoters with demonstrable track record

(e) Research and development initiatives that leverage both third party collaborations and internal resources

 

 

Their Business Strategy

 

(f) Expand existing production capacities to achieve economies of scale

(g) Expand their customer base, diversify their sales effort and pursue a proactive marketing program

(h) To pursue opportunities and participate in solar power projects incentivised by the Governmental authorities in India and abroad

(i) Flexible approach for procurement of key raw materials at favourable prices

(j) Continue to reduce their PW manufacturing costs, increase the throughput of their production lines and enhance their SPV cell Conversion Efficiencies

(k) Implement stricter cash management and control measures

 

 

GENERAL INFORMATION

 

The Company was incorporated under the Companies Act on April 8, 2005 as “Robin Garments Private Limited”. Subsequently, the name was changed to “Robin Solar Private Limited” pursuant to a special resolution of their shareholders dated July 2, 2008. A fresh certificate of incorporation consequent to such change of name was granted to The Company by the RoC on July 21, 2008. Consequent upon amalgamation of the Transferor Company with The Company pursuant to the Scheme, the name of the Company was changed to “Indosolar Limited” and the status was changed to a public limited company. A fresh certificate of incorporation consequent to such change in status was granted to the Company by the RoC on October 12, 2009. Further, the name of the Company was changed to “Indosolar Limited” and a fresh certificate of incorporation consequent to such change was granted to the Company by the RoC on October 30, 2009.

 

INDUSTRY OVERVIEW

 

Global scenario for solar power

 

Solar power world wide has become a popular resource for renewable energy. The increase in its popularity is reflected by the increase in total annual production of crystalline silicon cells and thin film PV cells to a consolidated level of 6,854 MW in 2008, six times the level in 2004 and representing a compounded growth of almost 56.00% p.a. since 2004. Demand from countries such as Spain, Germany, South Korea, Italy and United States was, to a great extent responsible for the spectacular growth. In 2008, there were seven markets delivering more than 100 MW of market demand, with Germany and Spain accounting for 73.00% of the world market.

 

Nearly ftheir years of the global solar photovoltaic industry growth, limited only by supply capability, came to an end in the fourth quarter of 2008. For an industry whose end-market is to a great extent dependent on government incentives, changes in government policy in Spain coupled with the global economic turndown, which shut down financing options, the key to large project driven market segments, caused this interruption is the growth momentum..

 

Despite of the reduced demand between Q4 2008 and H1 2009, the Industry is expected to see a strong revival in demand for Solar PV cells in Q1 2010 driven largely by United States, Japan and China. The early pacing of implementation of utility and ‘stimulus funding’ driven markets in the United States and early demand through China “Golden Sun” projects will be critical in boosting demand and to mitigating further downward price pressures. The graph given below shows how the end market revenues had fallen steeply in the fourth quarter of 2008, had reached to the bottom during the first quarter of 2009 and then started to move in an upward direction.

 

Market Demand

 

In 2008, the world crystalline silicon based PV market increased to 5,948 MW from 2,826 MW in 2006, a growth of 110.00% over the year, compared to 62.00% growth in 2007. Annual growth has now averaged a compound rate of 53.00% since 2004. The graph given below reflects major PV markets and their market size.

 

Spain took over leadership from Germany as the largest PV market in 2008, reaching a market size of 2.46 GW having grown by 285.00%. Spain alone accounted for 41.00% of global market demand in 2008. Germany accounted for a further 31.00% of the world PV market in 2008 at 1.85 GW. The US market secured third position having grown by 62.00% to 357 MW in 2008, while South Korea soared by 450.00% to 276 MW, becoming the world’s fourth largest market. The fast growing Italian market, at 242 MW, and flat Japanese market at 230 MW took fifth and sixth positions, respectively. Germany retained its leadership in terms of cumulative PV capacity at the end of 2008. Cumulative global PV installations reached 15.70 GW at the end of 2008, representing 61.00% growth over cumulative installations at the end of 2007.

 

Market incentive programs for grid connected PV systems remain the main driver for this growth. In 2008, the worldwide on-grid segment grew by 118.00% (up from 69.00% growth in 2007) to 5,728 MW while off-grid market grew by only 11.00% to 220 MW. Italy has already taken the first steps towards policy development that starts to embrace a transition to grid parity by remunerating self consumption in the model “Scambio sul posto” and could reach grid parity as soon as Spain.

 

After a dull H1 2009, the third quarter of 2009 saw end-market demand rise by 63.00%. All major markets remained firm, with the strongest growth evident in Germany and Japan. The German market picked up strongly as falling prices yielded close to double digit returns and end-customers started to worry that incentive funding levels might fall more than currently planned if the new government with was elected in September were to change the incentive policy.

 

Solar PV Supply Position

 

The figure below shows average capacity data for 2007 and 2008 for each step in the PV manufacturing chain, with the ftheir steps of crystalline silicon production, from silicon feedstock to modules, on the left and thin films on the right.

 

The average manufacturing capacity of poly-silicon available to the PV industry rose by 91.00% in megawatt terms in 2008 to reach a level equivalent to 6,494 MW of crystalline silicon solar cells. Average wafering capacity grew to 8,300 MW (up 81.00%), average cell capacity to 8,875 MW (up 83.00%) and average module capacity to 10,375 MW (up 65.00%) as shown in the figure above. The PV industry entered 2009 with an excess of 10.00 GW crystalline silicon wafer, cell and module manufacturing capacity, but with a substantially lower silicon feedstock capacity of 8.20 GW. This means that poly-silicon supply capability remained the lowest across the manufacturing chain.

 

Solar Wafer Manufacturing Capacity

 

Global crystalline silicon wafer manufacturing capacity reached 10,736 MW at the end of 2008, an increase of 83.00%. Well over half (60.00%) the world’s wafer manufacturing capacity was located in China and Taiwan at the end of 2008, up from 46.00% in 2007. Europe’s share in Wafer manufacturing capacity fell from 24.00% in 2007 to 18.00% in 2008 while that of Japan declined from 23.00% to 14.00% in the same period.

 

Solar Cell Capacity

 

Global crystalline silicon cell capacity reached 11,706 MW at the end of 2008, an increase of 94.00%, while global thin film PV capacity grew by 173.00% to 1,891 MW. It should be noted that cell manufacturing capacity data has been overviewed at a 21.00% average, allocated differently according to regional origin and technology.

 

The total annual production of crystalline silicon cells and thin film PV reached a consolidated level of 6,854 MW, six times the level in 2004 and representing compound growth of almost 56.00% p.a. since 2004.

 

Prices through the PV Business Chain

 

Prices through the PV chain held steady during the first three quarters of 2008. The practical cessation of the Spanish market in Q4 2008, growth in product supply and the global economic downturn caused a collapse in prices through the whole PV chain by Q1 2009. For Q1 2009 vs. Q1 2008, poly-silicon, wafer, cell and module price reductions ranged from 12.50% to 26.10%. Poly-silicon spot prices saw the largest collapse from a peak of $450/kg to $130/kg by Q1 2009. Fall in the Euro against the Yen in Q3- Q4 2008 added complexity to the contracting environment.

 

The price decline path that started in 4Q08 (with the abrupt weakening of end-market demand in Spain and South Korea) continued through 3Q09. According to Solarbuzz, wafer prices averaged $2.25 PW in third quarter 2008. These dropped to $1.03 PW by third quarter 2009. Cell prices averaged $2.92 PW in third quarter 2008. These dropped to $1.51 PW by third quarter 2009.

 

Global PV Chain Financial Transactions

 

Notwithstanding the intensity in the credit market collapse by fourth quarter 2008, the PV industry chain raised between $12.50 billion and $13.50 billion in 2008, a new record for a single year. This is up from a range of $9.00 billion to $10.00 billion in 2007.

 

Major PV Markets

 

Spain

 

Spain became the largest PV market in the world in 2008, growing by 285.00% to reach 2.46 GW. The market was dominated by grid-connected applications (2,460 MW), with a minor contribution (3 MW) from off-grid systems.

 

The rapid rise of the Spanish market in 2008 came about as a result of a government policy that set ‘feedin tariff’ terms at very attractive rates considering the country’s excellent insolation conditions. Financial returns for equity investors at double digit levels fuelled massive investment from diverse institutional, commercial and private sources. Changes in government policy during the last quarter of 2008 let to a near halt of end-customer market.

 

Germany

 

The German market grew by 40% from 1,328 MW in 2007 to 1,855 MW in 2008. This compares with growth of 37% in the year before.

 

The module prices declined in the last quarter of 2008, when the Spanish market came to a near stand still and large volumes of modules were reallocated from the Spanish to the German market.

 

Italy

 

Italy grew by 169% in 2008 to reach an annual market of 242 MW. The market was dominated by gridconnected

applications (240 MW), with a minor contribution (2 MW) from off-grid systems.

 

 

The strong market growth experienced in Italy in 2008 resulted from a combination of a generous funding system and very good insolation conditions.

 

Future outlook

 

Despite the downturn in 2008, it very clear that there is sufficient margin through both the crystalline and thin film chains for the industry leaders to sustain cuts in end-market prices and still deliver a positive bottom line. All major markets remained firm, with the strongest growth evident in Germany and Japan. The German market picked up strongly as falling prices yielded close to double digit returns and endcustomers started to worry that incentive funding levels might fall more than currently planned if the new government elected in September were to change incentive policy. The price decline path that started in 4Q08 (with the abrupt weakening of end-market demand in Spain and South Korea) continued through 3Q09. The combination of strong demand for modules from established brands and weaker demand for emerging brands left room for continued module price falls through the quarter.

 

According to Solarbuzz, 4Q 2009 market demand will show strong growth of 46% over 3Q 2009 and will see a further 22% growth in in 1Q 2010. Year on year, 4Q 2009 will rise 92% and 1Q 2010 will grow by a remarkable 297%. Capacity utilization show modest declines in 4Q 2009 for crystalline silicon wafers, cells and modules, a trend which continues into 1Q 2010. There is the first sign in 1Q 2010 that the current very high utilization level for poly-silicon manufacturing may start to come under pressure as its subsides from 97% in 4Q to 92% in 1Q 2010. The thin film capacity utilization exhibits the strongest fall to 38% as a result of low production volumes from large-scale capacity expansion based on low efficiency (6-8%) thin film modules.

 

Market prices have seen some stabilization in 4Q 2009 because of strong demand for products that are approved for use in bank-financed projects in Europe especially. New products and lesser brands without track records remained in over-supply through 4Q. Global supply and demand will remain in relatively close balance in 1Q 2010 (the gap opening modestly), providing support against extreme price pressure for modules (and hence, cells and wafers).

 

Overview of power industry in India

 

The low per-capita consumption of electric power in India compared to the world average presents a significant potential for sustainable growth in the demand for electric power in India. According to the 17th Electric Power Survey, May 2007, India’s peak demand is expected to grow at a CAGR of 7.6% over a period of 10 years (FY2007 to FY2017) and would require a generating capacity of 300,000 MW by 2017 to cater to this demand compared to an installed capacity of 132,329 MW as on March 31, 2007. Historically, India has experienced shortages in energy and peak power requirements. Energy deficit averaged 8.9% and the peak power deficit averaged 12.8% during Fiscal 2003 to Fiscal 2009. According to the CEA Monthly Power Sector Report for October 2009 (the “CEA October 2009 Report”), the total energy deficit and peak power deficit from April 2009 to October 2009 was approximately 9.4% and 12.1%, respectively.

 

The shortages in energy and peak power have been primarily due to the slow pace of capacity addition. During the 10th Plan period (Fiscal 2002 to Fiscal 2007), capacity addition achieved compared to target capacity addition was 51.5%. During the 11th Plan period (Fiscal 2008 to Fiscal 2012), capacity addition achieved was 9,263.0 MW or 56.7% of the target capacity addition of 16,335.2 MW in Fiscal 2008, while in Fiscal 2009, capacity addition achieved was 3,453.7 MW, or 31.2% of the target capacity addition of 11,061.2 MW. According to the CEA October 2009 Report, as on October 31, 2009, the total installed power generation capacity in India was 153,694.09 MW.

 

The GoI has recognized the power sector as a key infrastructure sector to be developed to sustain Indian economic growth and has taken various steps to reform the power sector to attract private participation, increase competition and reduce aggregate technical and commercial losses. Given significant supply deficits, high growth potential and conducive government policy, a large opportunity exists for private players to enter the electric power segment.

 

Overview of solar power industry in India

 

The growth of solar power generation in India has been preceded by a favorable policy regime. India is both densely populated and has high solar insolation providing an ideal combination for solar power. India with its diverse geography consisting of densely populated cities and villages which are yet to be electrified is positioned to make in-roads into both grid based and non-grid based (or roof-top) solar applications. [Dr. Farooq Abdullah, Union Minister for New and Renewable Energy has already expressed intention to use renewable energy to bring electricity to every village of Jammu and Kashmir.]

 

The policy roadmap required to promote the growth of solar power industry in India, the “Jawaharlal Nehru National Solar Mission” (the “Solar Mission”) was approved by the GoI on November 19, 2009. The Solar Mission is a major initiative of the GoI and the state governments to promote ecologically sustainable growth while addressing India’s energy security challenge. In launching India’s National Action Plan on Climate Change, the Prime Minister of India, Mr. Manmohan Singh stressed on the importance of sun as an energy source to power their economy. The National Action Plan on Climate Change also points out: “India is a tropical country, where sunshine is available for longer hours per day and in great intensity. Solar energy, therefore, has great potential as future energy source. It also has the advantage of permitting the decentralized distribution of energy, thereby empowering people at the grassroot levels.”

 

In 2008, India’s solar PV market witnessed 20% growth to reach 36 MW in annual installations. Despite only modest growth from 2007, there are indications that this could indeed be a precursor for far stronger growth in the years to come, led by large ground mounted on-grid installations. In 2008, the majority of India’s solar market remained in the off-grid segments, led by widespread rural electrification programs, street lighting and remote banking/ATM projects, as well as industrial applications such as solar-powered telecom base stations, railway signaling and defence monitoring in border areas. Growth in the off-grid sector was not just witnessed in India’s rural countryside, but also in urban areas, with increasing sales of solar stand-alone systems providing an alternative to diesel generators to back up the unstable and unreliable grid.

 

Jawaharlal Nehru National Solar Mission

 

The objective of the Solar Mission is to establish India as a global leader in solar energy, by creating the policy conditions for its diffusion across the country as quickly as possible. The Solar Mission will adopt a three phase approach, spanning the remaining period of the 11th Plan and first year of the 12th Plan (i.e., up to 2012-2013) as Phase 1, the remaining 4 years of the 12th Plan (i.e., 2013-2017) as Phase 2 and the 13th Plan (2017-2022) as Phase 3. At the end of each plan, and mid-term during the 12th and 13th Plans, there will be an evaluation of progress, review of capacity and targets for subsequent phases, based on emerging cost and technology trends, both domestic and global. The aim would be to protect Government from subsidy exposure in case expected cost reduction does not materialize or is more rapid than expected.

 

To achieve this, the Mission targets are:

 

7. To create an enabling policy framework for the deployment of 20,000 MW of solar power by 2022;

8. To ramp up capacity of grid-connected solar power generation to 1,000 MW within three years – by 2013, an additional 3000 MW by 2017 through the mandatory use of the renewable purchase obligation by utilities backed with a preferential tariff;

9. To create favourable conditions for solar manufacturing capability, particularly solar thermal for indigenous production and market leadership;

10. To promote programmes for off grid applications, reaching 1,000 MW by 2017 and 2,000 MW by 2022;

11. To achieve 15 million square meters solar thermal collector area by 2017 and 20 million by 2022; and

12. To deploy 20 million solar lighting systems for rural areas by 2022.

 

One of the strategies to achieve these targets will be to innovate, expand and disseminate manufacturing capabilities. Currently, the bulk of India’s Solar PV industry is dependent on imports of critical raw materials and components – including silicon wafers. Transforming India into a solar energy hub would include a leadership role in low-cost, high quality solar manufacturing, including balance of system components. Proactive implementation of the “Special Incentive Package Scheme” of 2007 notified by the Government of India, to promote PV manufacturing plants, including domestic manufacture of silicon material, would be necessary

 

Importance and relevance of Solar energy in India

 

Cost: The objective of the Solar Mission is to create conditions, through rapid scale up of capacity and technological innovation to drive down costs towards grid parity. The mission anticipates achieving grid parity by 2022 and parity with coal based thermal power by 2030.

 

Scalability: India is endowed with vast solar energy potential. About 5,000 trillion kWh per year energy is incident over India’s land area with most parts receiving 4-7 kWh per square meters per day. Hence, both technology routes for conversion of solar readiation into heat and electricity, namely solar thermal and solar photo-voltaic can effectively be harnessed providing huge scalability for solar in India.

 

Environmental Impact: Solar Energy is environmentally friendly as it has zero emissions while generating electricity or heat.

 

Security of Source: From an energy security perspective, solar is the most secure of all sources, since it is abundantly available. Theoretically, a small fraction of the total incident solar energy (if captured effectively) can meet the entire country’s power requirements.

The Solar Mission talks about a multi-pronged strategy to meet the objectives laid down therein. The key

components of the strategy include:

 

Utility Connected applications: Constructing the solar grid: The key driver promoting solar power would be through a “renewable purchase obligation” mandated by power utilities with a specific solar component. This will drive utility scale power generation, whether solar PV or solar thermal. The solar purchase obligation will be gradually increased while the tariff fixed for “solar purchase” will decline over time.

 

The below 80ş C Challenge – solar collectors:

The Solar Mission in its first two phases will promote solar heating systems. The mission is setting an ambitious target for ensuring that applications, domestic and industrial, below 80ş C are made solar enabled.

 

The off-grid opportunity:

A key opportunity for solar power lies in decentralized and off-grid applications. In remote and far-flung areas where grid penetration is neither feasible nor cost effective, solar energy applications are costeffective. They ensure that people with no access, currently, to light and power, move directly to solar, leap-frogging the fossil fuel trajectory of growth. The mission plans to provide solar lighting systems under the ongoing remote village electrification programme of the MNRE to cover about 10,000 villages and hamlets.

 

Solar energy to power computers to assist learning in schools hostels, management information systems to assist better management of forests in the state of Madhya Pradesh, powering milk chilling plants in Gujarat, empowering women ‘self help groups’ involved in ‘tussar’ reeling in Jharkhand, cold chain management for ‘primary health centres’ are some examples of new areas, being tried successfully in the country.

 

Manufacturing capabilities: Innovate, expand and disseminate: Currently, the bulk of India’s solar PV industry is dependent on imports of critical raw materials and components – including silicon wafers. Transforming India into a solar energy hub would include a leadership role in low-cost, high quality solar manufacturing, including balance of system components. Proactive implementation of ‘Special Incentive Package Policy’ to promote PV manufacturing plants, including domestic manufacture of silicon material  would be necessary.

 

R&D for Solar India:

To improve efficiencies in existing materials, devices and applications and on reducing costs of balance of systems and to develop cost effective storage technologies which would address both viability and storage constraints.

 

BUSINESS

 

Overview

 

They manufacture poly-crystalline solar photo-voltaic (“SPV”) cells from silicon wafers utilizing crystalline silicon SPV cell technology for converting sunlight directly into electricity through a process known as the “photo-voltaic effect”. They market and sell their products to primarily module manufacturers on a business-to-business (“B2B”) platform, who in turn supply to the system integrators who install the systems for grid and off-grid (roof top) applications for use in the domestic market as well as markets in Europe, Spain, Japan, Asia, Canada and USA.

 

Their ability to procure poly-silicon wafers at low cost and expand their customer base is critical to their business. Economies of scale, ability to enhance operational and SPV cell efficiency and pricing strategy are the other fundamental enablers in their business.

 

They commenced work for setting up of their SPV cell manufacturing facility in Greater Noida in January 2008. They have established one SPV cell manufacturing line having an annual manufacturing capacity of 80 MW and commenced commercial production in July 2009. The second SPV cell manufacturing line having an annual manufacturing capacity of 80 MW is expected to commence commercial production of SPV cells in March 2010. In order to prepare for an increase in demand for SPV products in the future and to enhance scale to a competitive level, they plan to increase their annual manufacturing capacity to approximately 260 MW by 2011, with an additional manufacturing line of annual manufacturing capacity of 100 MW (“Line 3”).

 

They use a fully automated horizontal in-line, state-of-the-art technology for manufacture of SPV cells which offer high average efficiency levels of up to 16.00%. They have entered into arrangements with Schmid, one of the operators in SPV cell manufacturing technology and a vertically integrated player in the SPV cell industry, for delivery, installation and commissioning of the plant and machinery at their facility, on a turnkey basis. As part of their manufacturing capacity expansion plans, they propose to install a SPV manufacturing line with ‘selective emitter’ technology to be commissioned by their turnkey provider, Schmid. ‘Selective emitter’ technology will give capability to produce improved SPV cells of higher average efficiency up to 17.20%. Their research and development team comprising three solar photo-voltaic and semi conductor researchers and scientists focuses on continually enhancing their SPV cell Conversion Efficiencies and improving their manufacturing operations.

 

Their management believes that it is preferable to follow a flexible mix vis-ŕ-vis long term and spot market for procurement of silicon wafers, in conjunction with market trends. They are currently negotiating silicon supply contracts with certain suppliers to meet their current manufacturing capacity of 80 MW and sufficient inventory levels in the future, with prices linked to those prevailing in the spot market. Other raw materials such as chemicals, silver and aluminium pastes are also procured from various suppliers at the prevailing market prices.

 

The Company is one of the few companies selected for grant of financial incentives under the “Special Incentive Package Scheme” of 2007 notified by the Government of India and has been granted an inprinciple approval on June 1, 2009 by Ministry of Communication and Information Technology, Government of India. Their manufacturing facility at Greater Noida has been granted the status as an ‘Export Oriented Unit’ (“EOU”) under the Foreign Trade Policy 2009-2014 of the Government of India pursuant to which they enjoy certain benefits, including free importability and entitlement to avail of certain direct and indirect tax exemptions.

 

Strengthening of their brand name and expansion of their customer base are integral parts of their sales and marketing strategy. They have associated with the Semiconductor Equipment and Materials International, USA, Indian Semiconductor Association and Solar Energy Society of India (“SESI”). One of their Promoters, Mr. Hulas Rahul Gupta, is convenor of the industry wing of SESI. Their Promoters, Mr. Bhushan Kumar Gupta and Mr. Hulas Rahul Gupta, have a combination of managerial acumen as well as domestic and international experience of approximately 30 and 20 years, respectively, in manufacturing, marketing and customer relations.

 

Till December 31, 2009, they had sold 3.36 MW of SPV cells and modules for an aggregate contract value of Rs. 215.26 million. Their Orderbook is Rs. 4,748.72 million as of December 31, 2009 with five customers for delivery of 73.05 MW of SPV cells. On January 5, 2010, they have further entered into a contract with a customer based in France for delivery of 5.03 MW of SPV cells for a contract value of Rs. 315.20 million, based on conversion rate of € = Rs. 67.02 as on December 31, 2009.

 

Industry Background

 

Their business is primarily driven by market factors including (a) government incentives such as “feed-in tariffs” and “green certificates” for solar power and efforts by countries in the developed and emerging markets to achieve ‘grid parity’; (b) increasing consumer awareness for alternatives sources of energy, amid growing concerns in relation to global warming and extinction of conventional fuels; and (c) growing industry demand for solar power and desire for energy security.

 

The demand for SPV cells is determined by those countries which are driven by solar grid parity and also by the demand for their customers’ solar modules and other downstream solar power products, which in turn is affected significantly by government subsidies and economic incentives in their targeted or potential markets. Governmental bodies in many countries, most notably Germany, Spain, Italy, the U.S., France, Japan, State of Ontario in Canada, India and China, have provided subsidies and economic incentives to reduce dependency on non-renewable sources of energy.

 

Restructuring

 

They have recently undergone a restructuring exercise pursuant to which the erstwhile “Indosolar Limited” (the “Transferor Company”) was amalgamated into the Company. The High Court of Delhi by its order dated September 16, 2009 approved the scheme of amalgamation of the Transferor Company with the Company with effect from the appointed date i.e., January 1, 2009 (the “Appointed Date”). Subsequently, the said the scheme of amalgamation became effective on September 24, 2009. Pursuant to the said restructuring exercise, all assets and liabilities of the Transferor Company were transferred to the Company on a going concern basis with effect from the Appointed Date. Further, all contracts, deeds, agreements, bonds, etc. to which Transferor Company was a party, stood transferred in favour of the Company with effect from the Appointed Date.

 

Competitive Strengths

 

They believe their principal competitive strengths are as follows:

 

State-of-the-art technologies for manufacturing SPV cells obtained from Schmid

 

They use state-of-the-art technology for manufacture of SPV cells. They have entered into arrangements with Schmid, one of the operators in SPV cell manufacturing technology and a vertically integrated player in the SPV cell industry, for delivery, installation and commissioning of the plant and machinery at their facility, on a turnkey basis. As the poly-silicon wafers used for manufacture of SPV cells are sensitive to atmospheric contaminants, their manufacturing lines are completely automated and in-line horizontally operated, with least human interference. The SPV cells produced by them are based on proven technology i.e. crystalline silicon technology, which has certain benefits over other competing technologies such as thin-film technology in terms of complexity, efficiency and performance. They also use the ‘edge isolation’ and the ‘light induced silver-plating’ (“Ag-LIP”) technologies which offer higher average efficiency levels of up to 16.00%. The following factors characterize their state-of-the-art technology and manufacturing process:

 

1. High Conversion Efficiency, i.e., lower cost per kilowatt of electricity produced;

2. High throughput, i.e. the volume of output in a given period of time on a single line;

3. Fully automated facility for minimum employment of resources;

4. Integrated software solution for complete product tracing and documentation; and

5. Regular audits and process improvement.

 

The terms of their arrangements with Schmid include its agreement to provide performance guarantee equivalent to 10.00% of the agreed contract price in relation to achievement of 93.00% yield ‘plant load factor’ and minimum average cell efficiency of 15.50%. Schmid has also agreed to provide replacement, repair and maintenance warranty services for a limited period of time and to continuously upgrade the technological know-how and the process technology for manufacture of SPV cells for a period of five years from the date of the relevant agreement, for no additional charges.

 

The terms of their arrangements with Schmid include its agreement to provide performance guarantee equivalent to 10.00% of the agreed contract price in relation to achievement of 93.00% yield ‘plant load factor’ and minimum average cell efficiency of 15.50%. Schmid has also agreed to provide replacement, repair and maintenance warranty services for a limited period of time and to continuously upgrade the technological know-how and the process technology for manufacture of SPV cells for a period of fiveyears from the date of the relevant agreement, for no additional charges. 

 

Early mover advantage in the domestic SPV cell manufacturing space

 

They believe that the steps taken by them to set-up their manufacturing facility and the arrangements entered into by them with technology providers, raw material suppliers and their consumers provide them an early mover advantage establishing their presence in the domestic SPV cell manufacturing space. They believe that their early mover advantage will allow them to pre-empt competition and be among the first few companies to meet the demand for SPV cells. It will also help them establish long-term relationships with large customers and establish strong B2B presence in the market for SPV cells. They also believe that an early mover advantage would enable them to gain technological leadership, scale up, achieve significant sales volume and ride down the experience curve ahead of their competitors.

 

Committed and experienced promoters with demonstrable track record

 

Their Promoters and whole time Directors, Mr. Bhushan Kumar Gupta and Mr. Hulas Rahul Gupta, are primarily responsible for the growth in their business operations. With a combination of managerial acumen as well as domestic and international experience in the manufacturing, marketing and customer relation segments, they are well equipped to handle business situations. Their Promoters are committed to devote their undivided attention to their business.

 

In the past, their Promoters promoted a venture in the name of “Phoenix Lamps India Limited in 1991(name later changed to “Phoenix Lamps Limited” and presently known as “Halonix Limited”). Halonix Limited is engaged inter alia in the business of manufacture of halogen automotive lamps, compact fluorescent lamps and other general lighting lamps. In March 2007, their Promoters exited from Halonix Limited by selling their entire stake to Argon India Limited, a private equity fund.

 

Research and development initiatives that leverage both third party collaborations and internal resources

 

They have adopted a systematic approach to their research and development activities that are aimed at achieving both near-term manufacturing efficiency gains and long-term competitiveness by leveraging internal resources as well as third party collaborations.

 

Their research and development initiatives are led by a team of three solar photo-voltaic and semiconductor scientists, namely, Dr. Dina Nath Singh, Mr. R.B. Gupta and Mr. C. M. Kumar, with broad experience and established credentials in the solar power industry. Their research and development team focuses on continually enhancing their SPV cell Conversion Efficiencies and improving their manufacturing operations. Their research and development team monitors and reports on technological developments, trends and new governmental policies affecting the industry. The team conducts its research on selected topics and contributes to the development and training of their staff. They are currently considering offers received from the University of Tokyo and PVG Solutions Inc (Japan) who offer technology, training and identify process improvements to increase the efficiency of the cells. They believe their collaborative efforts with these institutions will keep them apprised of the latest industry trends and developments, help them implement their own initiatives and will contribute to their technological advancement.

 

HISTORY AND CERTAIN CORPORATE MATTERS

 

Brief History of the Company

 

The Company was incorporated under the Companies Act on April 8, 2005 as “Robin Garments Private Limited”. Subsequently, their name was changed to “Robin Solar Private Limited” pursuant to a special resolution of their shareholders dated July 2, 2008 to reflect the present business of the Company i.e., the business of solar cells. A fresh certificate of incorporation consequent to such change of name was granted to the Company by the RoC on July 21, 2008.

 

The Transferor Company was amalgamated with the Company by an order dated September 16, 2009 of the High Court of Delhi. Pursuant to the amalgamation in terms of the Scheme, the Company’s status was changed from private limited company to a public limited company and the name of the Company was changed to “Indosolar Limited” as the erstwhile Transferor Company was widely known. A fresh certificate of incorporation consequent to such change in status and name was granted to the Company by the RoC on October 12, 2009 and October 30, 2009, respectively. The Company is engaged in the business of manufacture poly-crystalline SPV cells from silicon wafers utilizing crystalline silicon SPV cell technology for converting sunlight directly into electricity through a process known as the “photo-voltaic effect”. The Company is not operating under any injunction or restraining

order.

 

As on the date of this Draft Red Herring Prospectus, the total number of holders of Equity Shares is eight.

 

Changes in the Registered Office

 

At the time of incorporation, the registered office of their  Company was situated at F-16, Lajpat Nagar - II, New Delhi 110 024, India. Subsequently by a Board resolution dated January 15, 2008, the registered office of their  Company was shifted to C-12, Friends Colony (East), New Delhi 110 065, India. By a Board resolution dated January 16, 2008, the registered office of their  Company was shifted back to F-16, Lajpat Nagar - II, New Delhi 110 024. They changed their  registered office from F-16, Lajpat Nagar - II, New Delhi 110 024, India to C-12, Friends Colony (East), New Delhi 110 065, India pursuant to a resolution of their  Board dated September 17, 2009. The changes in their  registered office were for better administration.

 

Major Events and Milestones

Date                                                     Events

November 21, 2005        Execution of lease deed with the GNIDA for grant of 27158.78 square meter of land

January 15, 2008           Execution of joint business development agreement with the Transferor Company

January 13, 2008           Execution of supply agreement with Schmid for planning, supply, installation and

                                    commission of first line of their  solar cell project

February 14, 2008          Change of the object of their  Company from the business of readymade garments to solar

energy cells

August 31, 2008            Execution of lease agreement by the Transferor Company to lease the equipments to their

Company

October 15, 2008           Grant of EOU status to their  Company

September 7,2009          Grant of occupancy certificate of Industrial building erected on Plot No 3C/1, Ecotech –II

Sector, Udhyog Vihar from GNIDA

January 16, 2009           Execution of facility agreement for grant of loan by a consortium of banks led by Union

Bank of India

July 17, 2009                 Commencement of commercial production of SPV cells with one manufacturing line

having an annual manufacturing capacity of 80 MW

September 16,2009        Approval of the Scheme by the High Court of Delhi at New Delhi

September 24, 2009       Filing of the Scheme with the RoC by the Transferor Company and their  Company

September 25, 2009       Grant of Equity Shares in the proportion of 1:1 to the shareholders of Transferor Company, pursuant to the terms of the Scheme

 

Brief Profile of their  Directors

 

Mr. Bhushan Kumar Gupta, aged 73 years, is the Chairman of their  Company since September 26, 2009 and is associated with their  Company since January 15, 2008. Mr. Bhushan Kumar Gupta is a Canadian national and holds a Canadian passport. He is an enterpreneur. He holds wide experience in various industries, including lamp manufacturing industry in which he has around 19 years of experience. Prior to joining us, he was the chairman of Transferor Company. He has also promoted Halonix Limited, where he acted as the managing director from March 26, 1991 to March 31, 2000 and as chairman from April 30, 2004 to March 10, 2007.

 

Mr. Hulas Rahul Gupta, aged 50 years, is the Managing Director of their  Company since September 26, 2009 and is associated with their  Company since January 15, 2008. Mr. Hulas Rahul Gupta is a British national and holds a British passport. As Managing Director of their  Company, he is responsible for its operations, growth and future prospects. He holds a bachelor’s degree in business administration from Concordia University, Montreal (Canada). Prior to joining us, he was Managing Director of Transferor Company. He played an instrumental role in Halonix Limited, where he acted as the: joint managing director from September 3, 1991 to March 31, 2000; managing director from April 1, 2000 to March 28, 2003 and then again from April 30, 2004 to March 10, 2007; and chairman cum managing director from March 29, 2003 to April 29, 2004. He is currently also a convenor of the industry wing of Solar Energy Society of India (“SESI”).

 

Mr. Anand Kumar Agarwal, aged 60 years, is an Executive Director and and Chief Financial Officer of their  Company since July 1, 2008 and carries the overall responsibility for ‘Finance’ and ‘Accounts’ in their  Company. He holds a bachelors degree in commerce from Shri Ram College of Commerce, New Delhi. He has long and varied business experience of over 35 years in the field of sales, finance, taxation, legal, business administration and planning. Prior to joining us, he was a director in Halonix Limited from March 26, 1991 to January 28, 2008.

 

Mr. Ravinder Khanna, aged 50 years, is an Independent Non-Executive Director of their  Company since December 14, 2009. He holds a Bachelors degree in Mechanical Engineering from P.E.C, Chandigarh India and a Masters degress in Business Administration from Symbiosis, Pune India. He has long and varied business experience of over 20 years in the field of Marketing, Sales, Finance, etc.

 

Mr. Aditya Jain, aged 49 years, is an Independent Non-Executive Director of their  Company since December 14, 2009. He holds a bachelor’s degree in mechanical engineering from Birla Institute of Technology, India and a master’s degree in business administration from the Henley Management College, UK. He is a Fellow of the Royal Geographical Society. He has long and varied business experience of over 25 years in the field of Corporate Advisory Services, Mergers & Acquisitions, etc.

 

Mr. Gautam Singh Kuthari, aged 50 years, is an Independent Non-Executive Director of their  Company since December 14, 2009. He holds a bachelors degree in commerce form the Delhi University. He has business experience spanning 31 years in various fields such as textile, soft drinks, advertisements, flim making, international commodity trading, fast moving consumer goods, ship breaking, lighting to Metal Finishing Industry.

 

CONTINGENT LIABILITIES

 

a)       Bills discounted with banks outstanding as at 31 March 2010 Rs. 115.161 Millions (Previous year Rs. Nil)

b)       Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 11.529 Millions (Previous year Rs. 1623.790 Millions)

 

Bankers Charges Report as per Registry

 

 

Corporate identity number of the company

U18101DL2005PLC134879

Name of the company

INDOSOLAR LIMITED

Address of the registered office or of the principal place of  business in India of the company

C-12

FRIENDS COLONY (EAST), NEW DELHI - 110065

atul.mittal@indosolar.co.in

This form is for

Modification of Charge

Charge identification number of the charge to be modified

 10253793

Type of charge

Book Debts

Movable Property

Floating Charge

Particular of charge holder

Bank of Baroda

Corporate Financial Services Branch, Parliament Street, New Delhi-110001, India

Nature of instrument creating charge

Supplemental Composite Hypothecation Agreement Dated 12.11.2010

Date of instrument Creating the charge

12.11.2010

Amount secured by the charge

Rs. 935.000 Millions

Brief of the principal terms an conditions and extent and operation of the charge

Terms of Repayment

Payable on demand

 

Extent and Operation of the charge

100%

 

Others

To secure all amounts payable under revised various working capital credit facilities aggregating to Rs 935.000 Millions granted to / enjoyed by the company together with all interests, costs, charges, expenses, commission etc.

Particulars of the present modification

The bank has agreed to grant One Time Performance Guarantee facility of Rs. 280.000 Millions (equivalent to US $ 6.000 Million) with sub-limit SBLC- Rs. 280.000 Millions (equivalent to US E$ 6.000 Million) in lieu of existing One Time Performance Guarantee Facility of Rs. 280.000 Millions. Thus the breakup of aggregate facilities of rs. 935.000 Millions stands modified.

 

 

Corporate identity number of the company

U18101DL2005PLC134879

Name of the company

INDOSOLAR LIMITED

Address of the registered office or of the principal place of  business in India of the company

C-12

FRIENDS COLONY (EAST), NEW DELHI - 110065

atul.mittal@indosolar.co.in

This form is for

Modification of charge

Charge identification (ID) number of the charge to be modified

10123124

Type of charge

Immovable property

Particular of charge holder

Union Bank Of India

Industrial Finance Branch, M-11, First Floor, Middle Circle, Connaught Circus, New Delhi -110001

ifbcp@unionbankofindia.com

Nature of instrument creating charge

Letter from Union Bank of India [Lead Bank] regarding extension of charge on company's immovable property.

Date of instrument Creating the charge

30/07/2010

Amount secured by the charge

Rs. 6721.300 Millions

Brief of the principal terms an conditions and extent and operation of the charge

Rate of interest

Not Applicable

 

Terms of repayment

On demand

 

Margin

Nil

 

Extent and operation of the charge

On pari-passu basis

 

Others

The above is to secure various credit facilities from consortium banks as follows:

Union Bank of India (Lead Bank)- Rs. 1200 Millions + Rs. 630 Millions = Rs. 1830

Andhra Bank- Rs. 800 Millions + Rs. 445 Millions = Rs. 1245 Millions

Bank of Baroda- Rs. 900 Millions + Rs. 146.3 Millions = Rs. 10463 0 Millions

Corporation Bank- Rs. 900 Millions + Rs. 485 Millions = Rs. 1385 Millions

Indian Bank- Rs. 800 Millions + Rs.  415 Millions = Rs. 1215 Millions

TOTALLING RS. 6721.30 Millions .

Date of instrument modifying the charge

10/06/2009

Particulars of the present modification

Credit facilities from consortium banks enhanced from Rs. 61 Millions Rs. 6721.300 Millions by way of enhancement in working capital limit from Rs. 1500 Millions to Rs. 2121.300 Millions (under the consortium arrangement and UBI is acting as Lead Bank of Consortium for term lending and working capital arrangement) by Union Bank of India, Andhra Bank, Corporation Bank and Indian Bank.

 

 

FIXED ASSETS

 

  • Leasehold land
  • Building - Factory
  • Building - Non Factory
  • Building (temporary structure)
  • Plant and machinery
  • Furniture and fixtures
  • Office equipment
  • Vehicles
  • Computers

 

As per website details

 

The Indian manufacturer for photovoltaic cells. Currently 160 MWp capacity with an average efficiency rating of 16+% peaking at 17.2%. Production capacity is to be expanded to 260 MWp by end of 2011 fiscal year. Line C will have the capability to produce both multi and mono crystalline cells. Machinery and technology have been supplied by SCHMID GMBH on a turnkey basis.

 

Located in Greater Noida, Uttar Pradesh, India the facility is 55km from Delhi airport. Indosolar is a unique facility in a developing economy, fabricated over an area of 300,000sqft planned to accommodate a maximum of 4 productions lines.

 

“More than an industrial venture Indosolar is a mission, a challenge and a commitment to make India self reliant in solar energy.” Chairman – Indosolar

 

They at Indosolar are solely committed to the admirations of their  stakeholder’s and it is their  endeavor to succeed in all dynamics of global business.

 

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 


 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.45.59

UK Pound

1

Rs.72.31

Euro

1

Rs.60.73

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

3

OPERATING SCALE

1~10

3

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

2

--PROFITABILIRY

1~10

2

--LIQUIDITY

1~10

3

--LEVERAGE

1~10

3

--RESERVES

1~10

2

--CREDIT LINES

1~10

3

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

26

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

-

NB

                                       New Business

-

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.