TIDMNAND
RNS Number : 9519A
Nandan Cleantec plc
27 March 2013
27 March 2013
Nandan Cleantec plc
("Nandan Cleantec," "Nandan" the "Company" or the "Group")
Interim Results for the six month period ended 31(st) December
2012
Nandan Cleantec plc (LSE AIM: NAND), a scaled vertically
integrated biofuel producer, announces unaudited interim results
for the period ended 31(st) December 2012.
Interim results for the period show good operational progress
against the Company's stated strategy, with new partnerships signed
and new markets entered. The Company remains confident in its
market position, further supported by the long-term supply
agreement with HK Petroleum that the Group entered into post period
end.
All financials are in INR' m. The current INR-GBP exchange rate,
used for the comparison of the Group's trading results and assets
and liabilities, is INR 80.9025: GBP1.
Financial Highlights
-- Total revenue of INR 1261.33 million (equivalent to GBP15.59
million). Half year to 31 December 2011 INR 2663.30 million
(GBP32.92 million)
-- Profit before interest, depreciation and amortization of INR
474.03 million (equivalent to GBP5.86 million). Half year to 31
December 2011 INR 119.16 (GBP1.47 million)
-- Increase in EBITDA margins predominantly as a result of a
gain recorded on acquisition of the additional stakes in the
operating subsidiaries Nandan Cleantec Limited and Nandan Cleantec
Industries Limited
-- Strong balance sheet with net current assets of INR 1064.02
million (equivalent to GBP13.15 million)
-- Cash balance of INR 68.46 million (equivalent to GBP0.85 million)
-- Positive net assets of INR 2033.10 million (equivalent to GBP25.13 million)
Operational Highlights
-- Operations in Rwanda commenced and considerable progress has
been made in establishing the plantations
-- Advances made in Rwanda and Botswana to expand the Group's activities outside of India
-- Secured a contract with the Rajasthan State Government for
the supply of up to 4 million high yielding variety plantlets to
the Nodal state agencies over the coming 12 months
-- Nutraceutical division successfully secured a long term
contract for the supply of its nutraceutical products across India.
First deliverables under this contract took place in December
2012.
-- Post period end Nandan secured a significant supply agreement
with HK Petroleum Limited to produce 12,500 metric tonnes of Methyl
Esters and/or Biodiesel collectively per month with first
deliveries anticipated in April 2013
Commenting on the results, Srinivas Prasad Moturi, Chairman and
Managing Director of Nandan Cleantec plc said:
"During the half, we have focused our efforts on developing and
securing new, long-term contracts across the Group's portfolio. The
HK Petroleum contract in particular has been negotiated to harness
our capacities and capabilities in spite of the ongoing challenges
faced by the Group. The Company continues to position itself as the
pioneer in the sector and execution on its strategy and innovation
remains a priority to deliver value for Shareholders.
"We remain confident that the Group is well placed to deliver
the Board's expectations for the second half."
For further information please contact:
NandanCleantec plc
Srinivas Prasad Moturi +91 40 6550 7799
Arden Partners plc
Steve Douglas / Jamie Cameron +44 (0)20 7614 5917
FTI Consulting
Matt Dixon / Emma Appleton +44 (0)20 7831 3113
About Nandan Cleantec plc
Nandan Cleantec plc is a scaled vertically integrated biofuel
producer. It has developed a number of revenue streams geared
towards the ultimate provision of commercially refined biofuel
derived from Jatropha plants or other suitable feedstocks. Nandan
has designed a vertically integrated approach with innovation and
improvement at each level from seed to oil and beyond, that
encompasses bio fuel production from research and development to on
field technology transfer leading to procuring, processing and
marketing for multiple industry applications. Nandan controls the
entire value chain throughout the life cycle of the Jatropha crop,
from developing, cultivating and producing hybrids at the Company's
research and development facility to seed to oil extraction, oil
refining and subsequent sale.
The Company's current activities are concentrated in India and
include innovative plant breeding and genetic improvement of
Jatropha, a 275,000 MT per annum biofuel processing plant, which
sells biodiesel to end customers and a Jatropha feedstock
plantation base of approximately 70,000 ha. In addition, the
Company has initiated activities in India, Africa and Southeast
Asia in order to further develop its land bank.
Nandan's strategy is to maximize the potential of its position
as a pioneer in Jatropha biofuel sciences. This will involve
exploiting the Company's position as a market leader in the Indian
biofuel industry.
www.ncp.uk.com
Chairman's Statement
Introduction
I am pleased to present Nandan's interim results for the six
month period ended 31(st) December 2012. The Group has made
considerable progress having secured a number of new contracts
during the period and post period end.
Nandan is focused on developing and operating a portfolio of
clean energy assets within India and intends to increase its
installed capacity through the acquisition of certain existing
currently operational assets and projects under construction, to
fulfill contracts that are in the pipeline. During the period the
Group's income was generated from receipts for the sale of the
Biodiesel, Jatropha Plantlets and Nutraceutical products sold to
various classes of customers ranging from industrial giants to
small farmers.
Operational Review
Land bank expansions within India
Nandan witnessed a reasonable monsoon last year and, as a
consequence, crop yields are satisfactory. As documented at the
time of our Preliminary Results in December 2012, the last monsoon
period saw continued efforts to expand our land bank. The Company
is well positioned to produce the required plantlets for the coming
monsoon period which runs from July to October 2013. As we further
develop our offerings, we are moving the business from a niche
player operating in an environment of promoting the plantation with
farmers spread across the country, to an institution with strong
controls of the feed stock, contractually bound customers and
protected IP rights. In line with this shift towards institutional
sales and corporate farming, Nandan entered into a contract with
Hindustan Petroleum Company Limited ("HPCL") for the supply of one
year old Jatropha plantlets through a Jatropha Care Centre designed
specifically for large institutions such as HPCL, wherein Nandan
will nurture the growth of the plantlet at our resource centre's
and organize supplies to main fields. The Company will derive
approximately 30% of additional revenue under this model. During
the period the Company has planted a trial area, which if
successful is expected to enable Nandan to plant across an area of
15000 Hectares.
During the period, the Company has also entered into a contract
agreement with the Rajasthan State Government for the supply of
high yielding varieties of Nandan's plantlets to the Nodal state
agencies. This contract is expected to commence in the coming
monsoon period between July to October 2013, serving up to 4
million plantlets over the coming 12 months. This is an important
development for the Group, given that the soil and climate
conditions in Rajasthan are close to those in Botswana, and will
help progress our plans to expand in East Africa.
In terms of current trends, Nandan foresees a bright future for
bio fuels. A bio fuel policy in India has led to a significant
number of state governments mandating a spread of bio fuel
plantations throughout their respective agencies. The initiative
has provided states with additional authority to encourage more
than a million hectares of marginal lands to be allocated to bio
fuel plantations. Jharkhand Renewable Energy Development Agency
("JREDA") of Jharkhand is playing a pivotal role in advancing the
east and north- eastern states. Inactive regional agencies are also
being encouraged through the new Ministry for New and Renewable
Energy ("MNRE") regime, to revive their bio fuel programmes. In
order to capitalise on these developments, Nandan is currently
negotiating directly with the government to secure orders for the
mass supply of plantlets and subsequent re-purchase of feed
stock.
Furthering our international footprint
In line with the MOU entered into with the Rwandan Government,
the Group has begun plantation activity. Nandan has established
Nursery Production Centers ("NPC") and now work is underway to
establish a 500 ha plantation. Nandan is pleased with the progress
made to date to expand its activities which has been helped by the
support from the Government of Rwanda and we look forward to making
further progress in that region.
We will continue to grow our portfolio through a combination of
late stage project acquisitions, fast track development and
plantation expansions through government contracts. Further
expansion of our portfolio, will widen and diversify our customer
base to include institutions, governments, farmers and
corporates.
Nandan 18
In line with our strategy to promote the plantation activity at
institutional and corporate level the Group has laid down the
roadmap for commercialization of the Nandan -18, super Jatropha
hybrid. This particular hybrid is expected to produce a much higher
yield and is a step forward in terms of innovation for Nandan. It
is expected that we will begin its rollout during 2014.
Nutraceutical developments
During the period, we are pleased to report that our
Nutraceutical Division progressed well. Thanks to recent efforts,
the division has now expanded its distribution network across India
and aims to distribute its products through 40,000 retail outlets.
The Company intends to launch another six well-being products to
add to its expanding product range. In the first half, the Group
successfully secured long-term orders for the supply of its
nutraceutical products across India. First deliverables under this
contract took place in December 2012.On the back of increased
demand, Nandan has commenced commercial production. We are in
discussions with various business groups in African countries such
as Kenya, Tanzania, Uganda and Nigeria for the continuous supply of
our products to those countries. The discussions are at advanced
stage and product registration with respective governments is
progressing.
Strategic acquisitions
As outlined in the financial results published in December 2012,
Nandan Cleantec Plc has increased its holdings during the period in
Nandan Cleantec Limited from 51% to 73% and in Nandan Cleantec
Industries Limited (formerly known as Xtraa Cleancities Limited
(NCIL)) from 51% to 92%. The Company will continue to work towards
acquiring the remaining minorities of NCL and NCIL.
Financial review
For the six months ended 31st December 2012, Nandan recorded
gross revenue of INR 1261.33 million (equivalent to GBP15.59
million). This compares to INR 2663.30 million (GBP32.92 million)
for the half year period ended on 31 December 2011. The Group's
revenue declined in the period as a result of the ongoing
regulatory dispute which resulted in one of the operating companies
(Nandan Cleantec Industries Ltd)being unable to carry out
production activity during the period. We are disappointed that
this has impacted our first half results. The Honorable Supreme
Court of India has directed the Appellate authority, the Ministry
of Commerce, to decide upon the case. We remain resolute in our
view that our position in relation to the dispute is strong and
that a decision will be favorable to our Company. We expect that
from April 2013, production activity will restart at the facility
and anticipate good revenue growth for the Group in the second half
of the year.
The Company recorded a profit before interest, depreciation and
amortization of INR 474.03 million (equivalent to GBP5.86 million)
compared to INR 119.16 (GBP1.47 million) for the half year period
ended on 31 December 2011. The increase in EBITDA is predominantly
a result of the gain recorded on acquisition of the additional
stake in the operating subsidiaries Nandan Cleantec Industries
Limited and Nandan Cleantec Limited.
The Group has a strong balance sheet with net current assets of
INR 1064.02 million (GBP13.15 million) compared to INR 1402.46
million (GBP17.33 million) for the year ended 30(th) June 2012. The
movement in the current assets is predominantly a result of the
significant quantity of bio-diesel that the Company was carrying at
30 June 2012 being sold during the period. The Group has net assets
of INR 2033.10 million (GBP25.13) and a cash balance of INR 68.46
million (GBP0.85 million).
The depreciation of the Rupee against the US Dollar and other
Group operational currencies such as GBP, SGD and Ringgits over the
previous year has again led to significant foreign currency
translation differences in our consolidated accounts. Exchange rate
fluctuations have no economic impact on our business, or its actual
profit, they only make like-for-like comparisons difficult.
Dividend
In line with our stated policy, earnings will be fully
re-invested to execute on Nandan's stated strategy and finance the
ongoing growth of the business. The Directors therefore do not
recommend the payment of an interim dividend for the period to 31st
December 2012.
Post Period End Events
Supply Contracts:
As announced in January 2013, the Group signed a supply
agreement for more than 50% of the installed capacity of Nandan's
current processing facility located within the Special Economic
Zone in Visakhapatnam, India with HK Petroleum ("HK"),a marketing,
sales, trading and logistics company focused on the heavy oils
sector of the Petroleum industry. Nandan has agreed to produce
12,500 metric tons of Methyl Esters and/or Biodiesel collectively
per month for HK.
NCL's agreement with HK is contracted to last for a minimum
period of 12 months and will be renewed for successive periods of
12 months at each anniversary if both parties agree. It is
anticipated that the first sales of Methyl Esters and/or Biodiesel
under this agreement will commence in April 2013. The contract is
expected to generate good bottom line returns to the Group during
the second half.
Land Bank Expansion:
Following the identification of a large potential land bank in
Botswana, Nandan has been working towards executing the proposed
Botswana project with Savills, a UK based property services
company. The proposed project is underway and an independent
professional team appointed by Savills, UK, is visiting Nandan's
facilities during April 2013 to observe our research strength and
our farming models adopted in India. Also, discussions with the
Government of Ghana are progressing and we hope to have an
association with them during this calendar year.
Prospects and Outlook
The Company remains focused on its objective to enhance value
for Shareholders. With this in mind, Nandan aims to expand into
related fields of business and into new geographies whilst also
penetrating deeper into established markets. Nandan is well placed
to take advantage of these opportunities. Aviation bio fuel is one
such emerging opportunity that we wish to harness, combining
Nandan's strengths with select technology partners. To this end,
Nandan is currently in discussions with one of the major oil
marketing company's in India and the Company hopes to secure a
joint venture within this calendar year.
In India, the present trend is quite encouraging for the bio
fuel industry. State nodal agencies are now more aware of the
promise from The Ministry of New and Renewable Energy("MNRE") to
assist with the development bio fuel policy in their respective
states. Also, there are a number of Central Government schemes like
The Mahatma Gandhi National Rural Employment Guarantee Act
2005.("MGNREGS"), that are able to expand their scope to allow
individual beneficiaries greater participation.
The Company continues to position itself as the pioneer in the
sector and execution on its strategy and innovation remains a
priority to deliver value for Shareholders. We remain confident
that the Group is well placed to deliver the Board's expectations
for the second half.
Employees
I would like to thank all of our employees, management and
fellow directors for their hard work, encouragement and dedication
throughout this year.
M. Srinivas Prasad
Chairman
Interim Condensed Consolidated Statement of Financial Position
Amts in INR Mil
31 Dec 2012 31 Dec 2011 30 June 2012
(Half Year) (Half Year) (Full Year)
Unaudited Unaudited Audited
------------------------------- ------------- ------------- -------------
Assets
Non-current
Intangible assets 174.82 160.19 171.30
Property, plant and equipment 1,523.74 1,584.78 1,524.34
Other long term financial
assets 51.11 291.47 51.17
Goodwill - - 362.56
1,749.67 2,036.44 2,109.37
------------- ------------- -------------
Current
Biological assets 173.33 208.81 173.33
Inventories 300.75 1,035.88 1,139.70
Trade and other receivables 707.55 1,683.11 470.95
Other short term financial
assets 604.57 95.86 660.22
Current tax assets 13.41 13.88 7.44
Cash and cash equivalents 68.46 311.26 47.07
1,868.07 3,348.80 2,498.71
------------- ------------- -------------
Total assets 3,617.74 5,385.24 4,608.06
============= ============= =============
Equity and liabilities
Equity
Equity attributable to owners
of the parent:
Share capital 4.13 7.95 4.13
Share premium 1,210.95 1,634.06 1,616.04
Capital reserve - 5.00 2.55
Revaluation reserve - 32.09 10.88
Translation reserve (9.27) 59.11 2.60
Retained earnings 827.30 262.74 330.08
2,033.11 2,000.95 1,966.28
Non controlling interest 567.17 1,210.37 1,187.75
Total equity 2,600.28 3,211.32 3,154.03
------------- ------------- -------------
Liabilities
Non-current
Pension and other employee
obligations 0.84 2.26 3.33
Borrowings 83.46 414.99 231.25
Other Payables 6.55 22.02 5.01
Deferred tax liabilities 122.55 133.67 118.18
213.40 572.94 357.78
------------- ------------- -------------
Current
Trade and other payables 628.22 1,582.98 997.77
Borrowings 158.40 14.58 91.08
Current tax liabilities 0.14 - -
Other liabilities 17.30 3.42 7.40
804.06 1,600.98 1,096.25
------------- ------------- -------------
Total liabilities 1,017.46 2,173.92 1,454.03
------------- ------------- -------------
Total equity and liabilities 3,617.74 5,385.24 4,608.06
============= ============= =============
Amt in INR Mil
31 Dec 2012 31 Dec 2011 30 June 2012
(Half Year) (Half Year) (Full Year)
Unaudited Unaudited Audited
---------------------------------- ------------- ------------- -------------
Revenue 1,261.33 2,663.30 4,103.54
Other income 25.67 12.12 14.30
Change in inventories (84.38) 48.95 100.12
Bargain Purchase gain 840.15 - 154.06
Costs of material (1,140.92) (2,522.81) (4,115.08)
Employee benefit expense (17.56) (22.39) (44.57)
Depreciation and amortisation
of non-financial assets (8.75) (44.71) (101.79)
Other expenses (47.70) (60.04) (276.19)
Impairment of Goodwill (362.56) - -
Operating profit 465.28 74.45 (165.61)
Finance costs (115.27) (57.96) (60.98)
Finance income 0.44 - 16.37
Profit before tax 350.45 16.49 (210.22)
Income tax expense (14.01) (5.36) (31.12)
Profit for the year 336.44 11.13 (241.34)
============= ============= =============
Profit for the year attributable
to:
Non-controlling interest (0.14) 10.10 (57.63)
Owners of the parent 336.58 1.03 (183.71)
336.44 11.13 (241.34)
------------- ------------- -------------
Other comprehensive income
Revaluation of land - - 9.17
Deferred tax (expense)/benefit
on the revaluation of land - - (1.98)
Exchange differences on
translating foreign operations (11.87) - (2.60)
Other comprehensive income
for the year, net of tax (11.87) - 4.59
Total comprehensive income
for the year 324.57 11.13 (236.75)
Total comprehensive income
for the year attributable
to:
Non-controlling interest (0.14) 10.10 (55.38)
Owners of the parent 324.71 1.03 (181.37)
324.57 11.13 (236.75)
============= ============= =============
Earnings per share
Basic and diluted earnings
per share 1.17 0.00 (0.89)
Interim Condensed Consolidated Cash
Flow Statement
Amt in INR Mil
31 Dec 2012 31 Dec 2011 30 June 2012
(Half Year) (Half Year) (Full Year)
Unaudited Unaudited Audited
------------------------------------- --------------- --------------- -------------
Cash flows from operating
activities
Profit before income tax 350.45 16.49 (210.22)
Adjustments for:
Depreciation 8.75 44.70 101.79
Impairment of Goodwill 362.56
Gain on acquisition (840.15)
Share-based payment and
increase in retirement benefit
obligations (2.49) - 3.33
Interest income 0.43 (3.97) 16.37
Interest expense (115.27) 57.96 (60.97)
Changes in working capital - (899.44) -
Inventories 838.95 - (1,313.03)
Trade and other receivables (236.61) - (470.94)
Other Current assets 55.70 - (667.08)
Other Current Liabilities 77.35 - 98.48
Trade and other payables (369.55) - 953.44
Cash generated from operations 130.12 (784.26) (1,548.84)
--------------- --------------- -------------
Taxes paid (5.97) (5.36) (7.44)
Net cash generated from
operating activities 124.15 (789.62) (1,556.28)
--------------- --------------- -------------
Cash flows from investing
activities
Purchase of property, plant
and equipment (PPE) (11.67) (176.93) (1,797.43)
Acquisition of business - - (362.56)
Interest received (0.43) 3.97 (16.37)
Net cash used in investing
activities (12.10) (172.96) (2,176.36)
--------------- --------------- -------------
Cash flows from financing
activities
Contribution from promoters
towards ordinary shares - 1,206.09 1,632.57
Non controlling interest - - 1,187.75
Proceeds from borrowings
and Other payables (141.88) 76.88 354.44
Net Assets Acquired in subsidiaries (63.95) - 540.34
Interest Paid 115.27 (57.96) 60.98
Net cash used in financing
activities (90.56) 1,225.01 3,776.08
--------------- --------------- -------------
Net (increase)/decrease
in cash and cash equivalents 21.49 262.43 43.44
Effect of exchange rate changes on cash
and cash equivalents
Cash and cash equivalents at
the beginning of the period 47.07 48.82 3.63
Cash and cash equivalents at
the end of the period 68.56 311.25 47.07
========================================== ========== =============== =============
Statement of
Changes in
Equity
Amt in INR Mil
--------------- -------- --------- -------- ------------ ------------ --------- ------------- ---------------------------
Total
attributable
Share Share Capital Revaluation Translation Retained to owners of Non-controlling
capital premium reserve reserve reserve earnings parent interest
--------------- -------- --------- -------- ------------ ------------ --------- ------------- ---------------- ---------
Balance as at
1 July 2011 3.70 - - - - (0.04) 3.66 - 3.66
Issue of
Ordinary
Equity Shares 4.25 1,634.06 - - - - 1,638.31 - 1,638.31
Increase in
stake of the
subsidiary - - 5.00 32.09 (0.07) 261.76 298.77 1,200.27 1,499.04
Transactions
with owners 7.95 1,634.06 5.00 32.09 (0.07) 261.72 1,940.74 1,200.27 3,141.01
-------- --------- -------- ------------ ------------ --------- ------------- ---------------- ---------
Profit for the
period - - - - - 1.03 1.03 10.10 11.13
Other
comprehensive
income: - -
Exchange
differences
on
translating
foreign
operations - - - - 59.18 - 59.18 - 59.18
Total
comprehensive
income for
the year - - - - 59.18 1.03 60.21 10.10 70.31
-------- --------- -------- ------------ ------------ --------- ------------- ---------------- ---------
Balance as at
31 Dec 2011 7.95 1,634.06 5.00 32.09 59.11 262.74 2,000.95 1,210.37 3,211.32
Acquisition of
subsidiary (3.82 (18.02) (2.45) (24.88) (59.18) 252.07 143.73 41.59 185.32
Transactions
with owners 4.13 1,616.04 2.55 7.21 (0.07) 514.82 2,144.68 1,251.96 3,396.64
-------- --------- -------- ------------ ------------ --------- ------------- ---------------- ---------
Profit for the
period - - - - - (184.74) (184.74) (67.73) (252.47)
Other
comprehensive
income:
Revaluation of
land - - - 9.17 - - 9.17 - 9.17
Deferred tax
liability on
revaluation
of land - - - (1.98) - - (1.98) - (1.98)
Minority
interest on
revaluation
of land - - - (3.52) - - (3.52) 3.52 -
Exchange
differences
on
translating
foreign
operations - - - - 2.67 - 2.67 - 2.67
Total
comprehensive
income for
the year - - - 3.67 2.67 (184.74) (178.40) (64.21) (242.61)
-------- --------- -------- ------------ ------------ --------- ------------- ---------------- ---------
Balance as at
30 Jun 2012 4.13 1,616.04 2.55 10.88 2.60 330.08 1,966.28 1,187.75 3,154.03
Increase in
stake of the
subsidiary - (405.09) (2.55) (10.88) - 160.63 (257.88) (620.43) (878.32)
Transactions
with owners 4.13 1,210.95 - - 2.60 490.71 1,708.40 567.32 2,275.71
-------- --------- -------- ------------ ------------ --------- ------------- ---------------- ---------
Profit for the
period - - - - - 336.58 336.58 (0.14) 336.44
Other
comprehensive
income: - - - - - - - - -
Exchange
differences
on
translating
foreign
operations - - - - (11.87) - (11.87) - (11.87)
Income tax
relating to
components of
other
comprehensive
income - - - - - - - - -
Total
comprehensive
income for
the year - - - - (11.87) 336.58 324.71 (0.14) 324.57
-------- --------- -------- ------------ ------------ --------- ------------- ---------------- ---------
Balance as at
31 Dec 2012 4.13 1,210.95 - - (9.27) 827.29 2,033.10 567.17 2,600.28
--------------- -------- --------- -------- ------------ ------------ --------- ------------- ---------------- ---------
1. Corporate information
General information
Nandan Cleantec Plc. is the Group's ultimate parent Company and
is domiciled in UK. Nandan Cleantec Plc (NCL Plc.) (here-in
referred to as the 'Company' or 'NCL Plc') is a Company,
headquartered in London. The address of Nandan's registered office
and its principal place of business are 4th Floor, Heron House, 4
Bentinck Street, London,W1U2EF,United Kingdom.
Listed on the London Stock Exchange's Alternative Investment
Market (AIM) with its operations in India, Singapore, Malaysia,
Indonesia and Africa;
Nature of operations
With a focus on 'Sustainability', NCL Plc. has developed
cutting-edge technologies that benefit the entire bio-diesel
spectrum from Seed to Oil and medicinal herb panorama from Farm to
Pharma and beyond. To gain leadership in these emerging market
segments, NCL Plc. has adopted a unique Vertically Integrated
Approach whereby the company endeavors to improve and innovate in
every phase of product formulation starting from research &
development to on-field technology transfer; raising to procuring,
processing and marketing for multiple industry applications.
2. Basis of Measurement.
The Financial statement has been prepared on an accruals basis
and is based on historical costs modified by the revaluation of
selected non-current assets, financial assets and financial
liabilities for which the fair value basis of accounting has been
applied. All amounts shown are in Indian Rupees unless otherwise
stated.
The financial statements have been prepared on a going concern
basis.
The financial information included in this report does not
constitute statutory accounts as defined in section 435 of the
Companies Act 2006. The interim financial statements for the six
months ended 31 December 2012 have been prepared under applicable
International Financial Reporting Standards adopted by the European
Union ("IFRS"). The financial information for the year ended 30
June 2012 has been extracted from the statutory accounts for that
period which have been delivered to the Registrar of Companies. The
auditors' report on the full statutory accounts for the period
ended 30 June 2012 was qualified due to uncertainty in respect of
the Balance Sheet value of Goodwill amounting to INR 362 Mil and
Production Plant amounting to INR 990 Mil. The financial
information for the six months ended 31 December 2011 and 31
December 2012 has not been audited.
3. Significant accounting policies:
The interim financial statements have been prepared in
accordance with the accounting policies adopted in the Group's last
annual financial statements for the year ended 30June 2012. The
presentations of the Interim Financial Statements are consistent
with the Annual Financial Statements. Where necessary, comparative
information has been reclassified or expanded from the previously
reported Interim Financial Statements to take into account any
presentational changes made in the Annual Financial Statements or
in these Interim Financial Statements.
4. Estimates
The preparation of the Interim Financial Statements requires
management to make estimates and assumptions that affect the
reported amounts of revenues, expenses, assets, liabilities and the
disclosure of contingent liabilities at the date of the Interim
Financial Statements. If in the future such estimates and
assumptions, which are based on management's best judgments at the
date of the Interim Financial Statements, deviate from the actual
circumstances, the original estimates and assumptions will be
modified as appropriate in the period in which the circumstances
change.
5. Share capital
31 Dec 2012 30 June 2012
------------------------------------------------------- ------------ -------------
Authorized capital
* 500,010,000 ordinary shares of GBP 0.0002 each 100,002 100,002
Issued and fully paid up
-
------------------------------------------------------- ------------ -------------
* 276,839,222 ordinary shares of GBP 0.0002 each 55,368 55,368
------------------------------------------------------- ------------ -------------
* Equal INR 4,133,100 4,133,100
------------------------------------------------------- ------------ -------------
The share capital of the Group comprises only of fully paid
ordinary shares of GBP 0.0002 each. All shares are equally eligible
to receive dividends and the repayment of capital and represent one
vote at the shareholders' meeting of Nandan Cleantec plc, UK
Reconciliation of the paid up share capital:
31 Dec 2012 30 June 2012
---------------------------------- ------------ -------------
Shares issued and fully paid up:
Beginning of the year(GBP) 55,368 50,001
Issue of shares(GBP) 5,367
------------ -------------
Shares issued and fully paid up 55,368 55,368
---------------------------------- ------------ -------------
6. Earnings per share
Basic earnings per share, is calculated by dividing the profit
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year.
31 Dec 2012 30 June 2012
--------------------------------------- ------------ -------------
Profit attributable to equity holders
of the Company 324,706,898 -236,750,180
Weighted average number of ordinary
shares in issue 276,839,222 267,208,309
Basic earnings per share 1.173 (0.89)
--------------------------------------- ------------ -------------
7. Business Combinations/ acquisitions :
In line with the strategy to acquire the whole of the share
capital of both operating companies of the group located in India,
Nandan Cleantec Plc has acquired 51% of the Nandan Cleantec Limited
and Nandan Cleantec Industries Limited ( Formerly known as Xtraa
Cleancities Limited) through its wholly Owned Subsidiary Nandan Bio
Energy Pte. Ltd in the previous year ended on 30(th) June 2012. To
progress this objective Nandan Cleantec Plc has increased its
holdings during the period in Nandan Cleantec Limited from 51% to
73% through its subsidiary Nandan Renewable Energies Limited on
31(st) December 2012. Similarly Nandan Cleantec Plc has increased
its holdings during the period in Nandan Cleantec Industries
Limited (formerly known as Xtraa Cleancities Limited (NCIL)) from
51% to 92% through its subsidiaries Nandan Renewable Energies
Limited. The company has acquired the additional shareholdings in
both the operating companies from the existing shareholders of
those companies at a consideration which has resulted in the gain
from the purchase of additional stake in the business which has
been routed through the statement of the comprehensive Income. The
Goodwill which has been recorded by the group on acquiring Xtraa
Cleancities Limited during previous year was impaired and routed
through retained earnings.
Particulars Date Acquisition Percentage Effective percentage
Acquired of Holding by the
company
------------------------ ------------------ ----------- --------------------
Nandan Cleantec
Limited 31.12.2012 22% 73%
------------------------ ------------------ ----------- --------------------
Nandan Cleantec
Industries Limited
(Formerly Xtraa
Clean cities Limited) 31.12.2012 41% 92%
------------------------ ------------------ ----------- --------------------
Results of the acquired entities have been consolidated in the
statement of comprehensive income from the date
of acquisition. Details of net assets acquired as follows:
Particulars - All Figures in Nandan Cleantec Nandan Cleantec
INR Limited Industries Limited
------------------------------------ ---------------- --------------------
Fair value of the net assets 1,690,421,656 1,279,326,357
------------------------------------ ---------------- --------------------
Less: Attributable to Parent 862115044.6 652456442.2
------------------------------------ ---------------- --------------------
Fair value of the net assets
acquired for additional stake
of 22% 371,892,764
------------------------------------ ---------------- --------------------
Fair value of the net assets
acquired for additional stake
of 41% 524,523,806
------------------------------------ ---------------- --------------------
Cash Consideration paid for
additional stake 56,167,440 100,000
------------------------------------ ---------------- --------------------
Excess of Group interest over
the fair of acquires of asset
and liabilities- Bargain Purchase 315,725,324 524,423,806
------------------------------------ ---------------- --------------------
8. Going Concern :
The Directors believe that, on the date of this report, the
Group has sufficient financial resources to meet the committed
financial liabilities. Consequently, the financial statements are
prepared on a going concern basis which has been assessed on cash
flow forecasts extending out 12 months from the date of the
financial report.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR LLFLTVAIRFIV
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