Orient Green Power
Orient Green Power
Sub: Submission of Fifteenth Annual Report along with the Notice and information on Book
closure as per Regulation 34 & 42 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
Dear Sir/Madam,
The Company has engaged Central Depository Services (India) Limited ('CDSL') for providing E-voting
services and VC/OAVM facility for this AGM. Details of e-voting are as follows:
Cut-off date for determining eligibility for the remote June 24 2022 (Friday)
e-voting & e-voting during the AGM
e-Voting start date and time June 27 2022 (Monday) from 10:00 A.M (IST)
e-Voting end date and time June 29 2022 (Wednesday) till 05:00 P.M (IST)
We request you to take the above on record as compliance with relevant regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and disseminate to the stakeholders.
Thanking you,
Yours faithfully,
For Orient Green Power Company Limited
M. Kirithika
Company Secretary & Compliance Officer
ANNUAL REPORT
2021-22
CORPORATE OVERVIEW MANAGEMENT REPORTS FINANCIAL STATEMENTS
CONTENTS
Chairman’s Message 2
Director’s Report 11
CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. N. Rangachary - Chairman REGISTERED OFFICE
Mr. T. Shivaraman - Managing Director & CEO Bascon Futura SV, 4th Floor, No.10/1, Venkatanarayana
Mr. P. Krishna Kumar Road, T.Nagar, Chennai 600017
Maj. Gen. A.L. Suri (Retd.) Ph: 044-49015678 Fax: 044-49015655
Mr. R. Ganapathi Corporate Identity Number: L40108TN2006PLC061665
Ms. Chandra Ramesh E-Mail : complianceofficer@orientgreenpower.com
Mr. R. Sundararajan Website : www.orientgreenpower.com
INTERNAL AUDITOR
NOMINATION & REMUNERATION COMMITTEE
M/s. Sundar, Srini & Sridhar, Chartered Accountants, Chennai
Mr. R.Ganapathi
Mr. R.Sundararajan
SECRETARIAL AUDITOR
Maj. Gen. A.L.Suri (Retd.)
M/s. M. Alagar & Associates,
Practising Company Secretaries, Chennai
REGISTRAR & SHARE TRANSFER AGENT
Link Intime India Private Limited
C 101, 247 Park, LBS Marg, Vikhroli (West),
Mumbai - 400 083.
Board of Directors
Mr. N. Rangachary
(Chairman, Independent Director)
Mr.N.Rangachary is an Independent Director and Chairman of our Company since March 2010. He is a fellow
member of the Institute of Chartered Accountants of India, Institute of Cost and Works Accountants of
India and Institute of Company Secretaries of India. He holds National Diploma in Commerce from All India
Institute of Technical Education, New Delhi. He has about 49 years of experience in the field of insurance
and financial services. He joined the Indian Revenue Services in 1960 and was appointed as the Chairman
of Central Board of Direct Taxes in June 1995. He retired from this position in July 1996 and was appointed
as the Chairman of the Insurance Regulatory and Development Authority (“IRDA”) in August 1996. On IRDA
becoming an autonomous body in April 2000, he was made as its first Chairman and subsequently retired
in June 2003. He was awarded “International Insurance Man of the Year” in 1999.
e has also served as the adviser to the Finance Department of the Government of Andhra Pradesh
H
between November 2003 and November 2008. He is also an honorary member of the Indian Institute of
Actuary.
Mr. N. Rangachary does not hold any equity shares of the Company and he is not related to any Director or Employee of the Company.
Mr. R. Sundararajan
(Non - Executive, Non - Independent Director)
Mr. R. Sundararajan, Director of the Company since January 2010. He is graduated as a Mechanical
Engineer from the Jadhavpur University, Calcutta. Further, he completed his Master of Business
Administration degree from the Indian Institute of Management, Ahmedabad. He is also a Chartered
Engineer and Associate of the Insurance Institute of India. With a career spanning over three decades,
he has hands on experience in pharmaceutical marketing, pharmaceutical projects and setting up
foreign collaboration ventures in India.
He holds 1,14,846 equity shares of the Company and he is not related to any Director or Employee of the
Company.
Mr. R. Ganapathi
(Non- Executive, Independent Director)
Mr. R. Ganapathi, has been our Director since February 29, 2008. He holds a bachelor’s degree in
technology from the Indian Institute of Technology, Madras. At present he is the Chairman and Executive
Director of Trigyn Technologies Limited and he turnaround the loss making company into profit making
company under his leadership. He is also a fellow member of the Indian Institute of Foreign Trade. He
has been associated with Bharat Heavy Electricals Ltd and Best & Crompton Engineering Limited. He
is actively involved in execution of welfare projects undertaken by Rotary Clubs and was Governor of
Rotary International. He also served on the Board of IG3 Infra Limited and IL&FS Technologies Limited
among others. He was the past President of SICCI (Southern India Chamber of Commerce and Industry)
and is a member of the Executive Committee of FICCI.
r. R. Ganapati holds 20,513 equity shares of the Company and he is not related to any Director or
M
Employee of the Company.
She was the Managing Director and CEO of Bharat Re-Insurance Brokers (P) Ltd., till August 2008 and was actively involved in the
insurance and re-insurance broking space with extensive international networking and exposure. She also has in depth exposure
in direct insurance broking as CEO of Armour Consultants (P) Ltd.
Mrs. Chandra Ramesh was co-opted as an additional director on the Board of IFIN (IFCI Financial Services Ltd., a subsidiary of
IFCI Ltd.) and appointed as the Managing Director of IFIN with effect from 1st September, 2008 when C R Finance & Securities (P)
Ltd. promoted by her was merged with IFIN. As Managing Director of IFIN, she had, in three years, grown the company from one
branch to over 50 branches, from nil sub-brokers to over 350, from 1000 clients to 25000 and from 12 Institutional empanelment
to over 60. With a Pan-India presence, IFIN established itself as one of the leading players in the industry. She resigned from IFIN
in December, 2011.
She then established Procap Financial Services (P) Ltd. In February, 2012 which is into stock broking, investment advisory and
corporate insurance advisory. She has over the last decade taken a deep interest in technical analysis of the equity markets and
has extensively researched the Indian stock and commodity markets. She was till recently on the Board of Helios and Matheson
Information Technology Limited as an independent director and continues to be a Director in Bharat Re-Insurance Brokers (P)
Ltd as an independent Director and a promoter Director of Procap Financial Services (P) Ltd. and Procap Commodities (P) Ltd.
Mrs. Chandra Ramesh does not hold any equity shares of the Company and she is not related to any Director or Employee of the
Company.
Mr. T.Shivaraman
(Managing Director & CEO, Executive, Non-Independent Director)
Mr. T Shivaraman, aged 56 years, was appointed as the Director of our Company on January 28, 2010
and he has been appointed as Managing Director & CEO with effect from March 30, 2022. He has a
bachelor’s degree in Chemical Engineering and master’s degree in Mechanical Engineering from Indian
Institute of Technology, Madras. He has about 30 plus years of experience in plant operations and project
engineering. He is currently also the Managing Director and the Chief Executive Officer of SEPC Limited.
He was instrumental in taking SEPC to the public issue during the year 2008 with a market capitalisation
of Rs 12,680 million. He was responsible for finalising joint ventures with Hamon Shriram Cottrell Private
Limited, ‘Cie’ and ‘Leitner Technologies’, among others.
Mr. T. Shivaraman was one of the founders of our Company. Prior to joining SEPC, he was associated with
ICI India Limited.
Mr. T. Shivaraman holds 133,500 equity shares of the Company and he is not related to any Director or Employee of the Company.
government is to achieve 227 GW of RE capacity (including We do look forward to more wind energy being evacuated and
114 GW of solar capacity and 67 GW of wind power capacity) contributing more in terms of percentage of demand met in
by 2022, more than its 175 GW target as per the Paris FY 2022-23 and in the years to come. This is especially
Agreement. important given the need to reduce carbon emissions and
the dependence on fossil fuels. Another telling factor that
The Ministry of New & Renewable Energy, has given its assent
adds to the need for maximising the evacuation and use of
to amendments in the existing Renewable Energy Certificate
wind is the fact that we are now witnessing a situation where
(REC) mechanism.
even the quantum of energy available in the energy markets
The Salient features of changes proposed in revamped REC is inadequate to meet the demand.
mechanism are:
Financial Performance
1. Validity of REC would be perpetual i.e., till it is sold.
FY22 witnessed a marginal increase in generation as
2. Floor and forbearance prices are not required to be compared to FY 21. However, the favourable outcomes from
specified. the legal forums made the year exceptional. During the year,
3.
CERC to have monitoring and the surveillance the Appellate Tribunal for Electricity (APTEL) set aside the
mechanism to ensure that there is no hoarding of RECs. Central Energy Regulatory Commission’s order on revision of
4.
The RE generator who are eligible for REC, will be floor and forbearance price of Renewable Energy Certificates
eligible for issuance of RECs for the period of PPA as per (REC) to Rs.Nil and Rs.1000 respectively. This resulted in
the prevailing guidelines. The existing RE projects that resumption of REC trading and has rejuvenated the wind
are eligible for REC would continue to get RECs for 25 industry across the country. Further, the Andhra Pradesh
years. Energy Regulatory Commission’s order, directing the AP
Discom to clear the dues to one of our subsidiaries of over
5. A technology multiplier can be introduced for promotion Rs.30 crores in six monthly instalments resulted in improved
of new and high priced RE technologies, which can be profitability and cash flows. The cash flows from the said
allocated in various baskets specific to technologies orders coupled with company’s efforts to monetise additional
depending on maturity. vacant land parcels and utilizing these proceeds for
6.
RECs can be issued to obligated entities (including repayment of loan over dues resulted in significant reduction
DISCOMs and open access consumers) which purchase in debt and interest costs during the year. The efforts of the
RE Power beyond their RPO compliance notified by the management coupled with timely repayments lead to 1%
Central Government. interest rate reduction which would improve the cash flows
7. No REC to be issued to the beneficiary of subsidies/ and profitability in the years to come.
concessions or waiver of any other charges. The Forum
of Regulators(FoR) to define concessional charges
Revenue (Rs. in Cr)
uniformly for denying the RECs. 48
8.
Allowing traders and bilateral transactions in REC
mechanism.
generation. REC revenue of Rs. 48 crore contributed to 86% Interest outgo for the year stood at Rs. 121 crore as against
of the increase in revenues. Rs. 138 crore lower by 12%. Our efforts in recent years have
been largely directed towards addressing the liability side of
EBITDA (Rs. in Cr) the business.
Profit after tax for the year stood at Rs. 36 crores as against
loss of Rs. 57 crores during last fiscal. The REC trading and
FY 21 FY22
differential tariff claim on AP Discom during the year
EBITDA for the year stood at Rs. 228 Crores as against Rs. 170 contributed to the increase.
Crores reported during last year, higher by 34%. Margins for
Challenges
the year stood at 72% as against 65% delivered during FY21,
higher by 700 bps. Revenues on account of REC trading The company’s revenue to the extent of Rs 21 Crores is in
contributed to the increase despite marginal increase in escrow pending the disposal of a stay granted by the Supreme
operating expenses. Court of India on the order issued by Central Electricity
Depreciation for the year amounts to Rs. 89 crores as against Regulatory Commission (‘CERC’) on reduction of floor price of
Rs. 91 crores, lower by 2%. REC’s. This has been pending for over five years.
Human Resources
Interest expense (Rs. in Cr) Further, it also organizes workshops enhancing the skill sets
of its employees and promoting their overall involvement.
Frequent and outcome oriented session has resulted in
superior employee experience. The Company also assigns
individual goals to the employees, consistent with the overall
objective of the business which not only acts as a strong
motivator but also contributes towards improving the overall
efficiencies of the business.
211 165 153 138 121
Lastly, the Company’s transparent working environment
wherein employees can raise their concerns and opinions
FY 18 FY19 FY20 FY21 FY22 results in higher engagement levels and lower employee
turnover ratio.
Internal Controls and adequacy mentioned in this annual report. It believes that these
financial statements fairly reflect the form and substance of
The Company has an independent Internal Audit Practices
transactions, and reasonably represents the company’s
with well-established risk management processes both at
financial condition and results of operations in conformity
the business and corporate levels. Internal Auditor submits
with Indian Generally Accepted Accounting Principles /
their reports, directly to the Chairman of the Audit Committee
Indian Accounting Standards.
of the Board of Directors, which ensures process
independence. Safe Harbour
The audit committee revisits the adequacy of internal audit/ Some of the statements in this Annual Report that are not
controls and ensures that the size and composition historical facts are forward looking statements. These
commensurate with the size of the business. forward looking statements include our financial and growth
projections as well as statements concerning our plans,
The Company believes that every employee has a role to play
strategies, intentions and beliefs concerning our business
in fostering an environment in which controls, assurance,
and the markets in which we operate. These statements are
accountability and ethical behaviour are accorded high
based on information currently available to us, and we
importance. This complements the Internal Audits conducted
assume no obligation to update these statements as
to ensure total coverage during the year.
circumstances change. There are risks and uncertainties
The overall aim of the company’s internal control framework that could cause actual events to differ materially from these
is to assure that operations are effective and well aligned forward looking statements. These risks include, but are not
with the strategic goals. The internal control framework is limited to, the level of market demand, market conditions
intended to ensure correct, reliable, complete and timely that could affect our business, our ability to create, acquire
financial reporting and management information. and build new businesses and to grow our existing businesses,
our ability to attract and retain qualified personnel, currency
Management’s Responsibility Statement
fluctuations and market fluctuations in India and elsewhere
The management is accountable for making the Company’s around the world, and other risks not specifically mentioned
consolidated financial statements and related information herein but those that are common to any industry.
DIRECTOR’S REPORT
Dear Shareholders,
Your Directors take pleasure in presenting the Fifteenth Annual Report on the business and operations of the Company along with
the audited Standalone and Consolidated financial statements, for the financial year ended March 31, 2022.
Results of our Operations Rs. In Lakhs
Standalone Consolidated
Particulars
2021-22 2020-21 2021-22 2020-21
Sales and Other Income 3,165 3,599 31,522 26,270
Profit / (Loss) before Interest, Depreciation and Tax & Exceptional items (472) (195) 22,846 17,000
Finance Costs 1,503 498 12,161 13,816
Depreciation and Amortisation 3 51 8,862 9,099
Exceptional item - - 2,832 844
Profit/(Loss) before Tax (1,978) (744) 4,655 (5,071)
Less : Provision for Tax - - - -
Profit/(Loss) for the year (1,978) (744) 4,655 (5,071)
Profit/(Loss) from discontinued operations (195) (53) (1,077) (630)
Other Comprehensive Income 3 5 (96) 163
Total Comprehensive Income/(Loss) for the year (2,170) (792) 3,482 (5,538)
Non-Controlling Interest - - 80 54
Total Comprehensive Income/(Loss) for the Year attributable to
(2,170) (792) 3,402 (5,592)
shareholders of the Company
Performance at Consolidated Level of units. The problems associated with grid back down have
Total income on consolidated basis for the year stood at now been resolved and the power plants continue to operate
Rs.31,522 lakhs as against Rs.26,270 lakhs reported for the in an environment wherein grid availability in Tamil Nadu
corresponding period last year. continues to remain around 95%.
EBITDA for the year stood at Rs.22,846 lakhs as against Considering the stay granted by the Supreme Court of
Rs.17,000 lakhs during previous year. EBITDA margins for the
India on the order issued by Central Electricity Regulatory
year stood at 34% as against 30% for previous year.
Commission (‘CERC’) on reduction of floor price, and based
Depreciation for the year stood at Rs.8,862 lakhs as against
on the legal opinion obtained, the Company is confident of
Rs.9,099 lakhs recognized during last year.
favourable decision on the appeal with Hon’ble Supreme
Interest expense for the year stood at Rs.12,161 lakhs as
Court against the APTEL (Appellate Tribunal for Electricity)
against the previous year of Rs.13,816 lakhs.
at New Delhi order and realization of difference of Rs. 500/
Profit from continuing operations for the year stood at
REC aggregating Rs. 2,071 lakhs in respect of the receivables
Rs.4,655 lakhs as against a loss of Rs.5,071 lakhs reported for
as on 31st March 2017.
last year.
The Loss from discontinued operations stood at Rs.1,077 The Central Energy Regulatory Commission (CERC) in its
lakhs as against a Loss of Rs.630 lakhs in previous year. order dated June 17, 2020 revising the floor and forbearance
Business Performance price of Renewable Energy Certificates (RECs), to Rs. Nil and
Rs.1,000/- respectively was set aside by the APTEL during
With assets located across some of the best wind sites
of the country, the Company has a good mix of renewable the year. Consequently, the trading of RECs resumed with
projects spread across several states. A healthy mix of old a floor price of Rs. 1,000/REC. Accordingly, OGPL group has
and new assets ensures steady and consistent generation realized Rs. 4,648 Lakhs from REC sales during the year.
standards have been followed along with proper Directors and Key Managerial Personnel
explanation relating to material departures if any; a) Directors:
(ii) the Directors had selected such accounting policies Mr. Venkatachalam Sesha Ayyar, has resigned from the
and applied them consistently and made judgments position of Managing Director & CEO of the Company
and estimates that are reasonable and prudent so as with effect from 30th September 2021.
to give a true and fair view of the state of affairs of the
Company as at 31st March 2022, statement of Profit & Mr. P Krishna Kumar (DIN: 01717373) retires by rotation
Loss, statement of changes in equity and statement of and being eligible, offers himself for re-appointment in
cash flows of the Company for the year ended on that accordance with the provisions of Section 152(6) and
the Articles of Association of the Company. A resolution
date;
seeking shareholders’ approval for his re-appointment
(iii) the Directors had taken proper and sufficient care for forms part of the Notice.
the maintenance of adequate accounting records in
Mr. T Shivaraman has been appointed as Managing
accordance with the provisions of the Companies Act,
Director & CEO of the Company for a period of 3 years
2013 for safeguarding the assets of the Company and for
with effect from 30th March 2022 till 29th March 2025.
preventing and detecting fraud and other irregularities;
A resolution seeking shareholders’ approval for his
(iv) the Directors had prepared the annual accounts of the re-appointment forms part of the Notice.
Company on a ‘going concern’ basis.
b) Independent Directors:
(v) the Directors, had laid down internal financial controls
The Company has received declarations from each
to be followed by the company and that such internal
independent directors of the Company under Section
financial controls are reasonably adequate and
149(7) of the Companies Act, 2013, that they meet the
operating effectively; and
criteria of independence as laid down in Section 149(6)
(vi) the Directors had devised proper systems to ensure of the Act.
compliance with the provisions of all applicable laws
Further the Independent Directors have complied
and that such systems are reasonably adequate and
with the Code for Independent Directors prescribed in
operating effectively.
Schedule IV to the Act.
Number of Board Meetings
c) Key Managerial Personnel:
The Board of Directors met 6 (Six) times in the financial
There has been no change in the Key Managerial
year 2021-22. The details of the board meetings and the
Personnel during the year except for the details as
attendance of the Directors are provided in the Corporate
mentioned in point (a) above.
Governance Report. The maximum interval between any
two meetings did not exceed 120 days, as prescribed in the Committees of the Board
Companies Act, 2013. The Company has following committees of the Board:
Familiarization Program for Independent Directors 1. Audit Committee
The Company has an orientation programme upon induction 2. Nomination & Remuneration Committee
of new Directors as well as other initiatives to update 3. Stakeholder’s Relationship Committee
Directors on a continuous basis. The Familiarization 4. Risk Management Committee
Programme of the Company will provide information
5. Investment/Banking/Borrowing Committee
relating to the Company, wind energy / renewable energy
industry, business model of the Company, geographies in 6. Corporate Social Responsibility Committee
which Company operates, etc. The programme also intends 7. Rights Issue Committee
to improve awareness of the Independent Directors on A detailed note on the composition of the Board and its
their roles, rights, responsibilities towards the Company. committees are provided in the Corporate Governance
Further, the Familiarization Programme should also provide Report as part of this Annual Report.
information relating to the financial performance of the
Company and budget and control process of the Company. Related Party Transactions and Particulars of contracts or
The format of the letter of appointment is available on our arrangements made with related parties.
website, http://orientgreenpower.com/Companies-Act- All the related party transactions that were entered into
and-SEBI-Compliance.asp during the Financial Year 2021-22 were on an arm’s length
basis and in the ordinary course of business. There are no 4. The Company is in compliance with Regulation 24A
materially significant Related Party transactions made by of the Listing Regulations. The Company’s unlisted
the Company with Promoters, Directors or Key Management material subsidiaries undergo Secretarial Audit. Copy
Personnel etc. which may have potential conflict with the of Secretarial Audit Reports of Beta Wind Farm Private
interest of the company at large. Limited, Bharath Wind Farm Limited and Clarion Wind
Farm Private Limited are enclosed as Annexure 3, 4 & 5
All Related Party Transactions are presented to the Audit
respectively.
Committee and the Board. A statement of all related party
transactions was presented before the Audit Committee Auditors
specifying the nature, value and terms and conditions of the Statutory Auditor
transactions. M/s. G.D.Apte & Co, Chartered Accountants (Firm Registration
The Related Party Transactions Policy as approved by No. 100515W) the statutory auditors of the Company, will hold
the Board is uploaded on the Company’s website at office till the conclusion of the Fifteenth Annual General
http://orientgreenpower.com/Companies-Act-and- Meeting of the Company. The Board has recommended
SEBICompliance.asp the re-appointment of M/s. G.D.Apte & Co, Chartered
Accountants as the statutory auditors of the Company, for a
The details of the material contracts or arrangements
second term of five consecutive years, from the conclusion
i.e. transactions with Related Parties during the year, are
of this Fifteenth Annual General Meeting till the conclusion of
provided in the accompanying financial statements and
the Twentieth Annual General Meeting to be held in the year
also in form AOC-2 is appended as Annexure 1 to the Board’s
2027, for approval of shareholders of the Company, based on
Report. the recommendation of the Audit Committee.
Evaluation of the Board’s Performance Internal Auditor
In compliance with the Companies Act, 2013 and SEBI (Listing Internal Audit of the company is handled by M/s. Sundar Srini
Obligations and Disclosure Requirements) Regulations 2015, & Sridhar, an independent Chartered Accountant firm, for
the performance evaluation of the Board was carried out evaluating the adequacy of internal controls and concurrently
during the year under review. More details on the same are reviews majority of the transactions in value terms.
given in the Corporate Governance Report. Independence of the firm and compliance is ensured by the
Prevention of Sexual Harassment at workplace direct reporting of the firm to the Audit Committee of the
Board.
The Company has always provided a congenial atmosphere
for work to all the employees that is free from discrimination M/s. Sundar Srini & Sridhar conveyed their intent to
and harassment including sexual harassment. It has provided resign due to professional pre-occupation. The Board of
Directors have considered and approved the appointment of
equal opportunities of employment to all without regard to
Mr. T Bakeerathan, as Internal Auditor of the Company, with
their caste, religion, colour, marital status and sex. There
effect from 20th May 2022.
were no complaints reported during the financial year under
the said policy. Secretarial Auditor
Audit reports and Auditors Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
Audit reports and Remuneration of Managerial Personnel) Rules, 2014,
1.
The Auditors’ Report for the year 2021- 2022 does M/s. M Alagar & Associates, Practicing Company Secretary,
not contain any qualification, reservation or adverse CP No. 8196 were appointed as Secretarial Auditors for the
remark. The Auditors’ Report is forming part of the financial year 2021-22, to audit the secretarial and related
financial statements in this Annual Report. documents of the Company.
2.
The Secretarial Auditors’ Report for the year 2021- Insider Trading
2022 does not contain any qualification, reservation
In compliance with the SEBI (Prohibition of Insider Trading)
or adverse remark. The Secretarial Auditors’ Report is Regulations, 2015, as amended, your Company has instituted
enclosed as Annexure 2 to the Board’s report. a comprehensive Code titled as “Code of Conduct to regulate,
3. As required by the Listing Regulations, the auditors’ Monitor and Report trading by Insiders” which lays down
certificate on corporate governance is enclosed. The guidelines and advises the Directors and Employees of the
auditors’ certificate for Year 2021-2022 does not contain Company on procedures to be followed and disclosures to be
any qualification, reservation or adverse remark. made while dealing in securities of the Company.
The policy provides the framework in dealing with securities are available on our website, at http://orientgreenpower.
of the Company. Details of the policy are available on our com/Companies-Act-and-SEBI-Compliance.asp Whistle
website, at http://orientgreenpower.com/Companies- Blower Policy.
Actand-SEBI-Compliance.asp to regulate, Monitor and
Policy for Determining Materiality for Disclosures
Report trading by Insiders.
The policy applies to disclosures of material events affecting
Conservation of energy, research and development,
the Company and its subsidiaries. Details of the policy are
technology absorption, foreign exchange earnings and
available on our website, at http://orientgreenpower.com/
outgo
Companies-Act-and-SEBI-Compliance.asp for Determining
The information on conservation of energy, technology Materiality of Events.
absorption and foreign exchange earnings and outgo
Nomination and Remuneration Policy
stipulated under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rule 2014, This policy formulates the criteria for determining
is appended as Annexure- 6 to the Board’s report. qualifications, competencies, positive attributes and
Particulars of Employees independence for the appointment of the director (Executive/
non-executive) and also the criteria for determining the
The Information as required under Section 197(12) of the
remunerations of the Directors, Key Managerial Personnel,
Companies Act, 2013, read with Rule 5(1) of the Companies
Senior Management. Details of the policy are available on our
(Appointment and Remuneration of Managerial Personnel)
website, at http://orientgreenpower.com/CompaniesAct-
Rules, 2014 is appended as Annexure- 7 to the Board’s report.
and-SEBI-Compliance.asp
The Information as required under Rule 5(1) & Rule 5 (2) of the
Corporate Social Responsibility Policy
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in an annexure forming The policy outlines the company’s strategy to bring about
part of this Annual report. In terms of the first provision to a positive impact on society through programs relating to
Section 136 of the Act, the report and accounts are being sent hunger, poverty, education, healthcare, environment and
to members excluding the aforesaid Annexure. Any member lower its resource footprint. Details of the CSR policy are
interested in obtaining the same may write to the Company available on our website, at http://orientgreenpower.com/
Secretary at the registered office of the Company. None of Companies-Act-and-SEBI-Compliance.asp
the employees listed in the said annexure are related to any
Policy on Material Subsidiaries
directors of the Company.
The policy is used to determine the material subsidiaries
Significant and Material Orders
of the company. Details of the policy are available on our
There are no significant and material orders passed by the website, at http://orientgreenpower.com/Companies-
regulators or courts or tribunals impacting the going concern Actand-SEBI-Compliance.asp
status and Company’s operations in future.
Related Party Transactions Policy
Compliance with Secretarial Standards
The policy regulates all transactions between the company
During the year under review, the Company has complied and its related parties. Details of the policy are available on our
with all the applicable Secretarial Standards. website, at http://orientgreenpower.com/CompaniesAct-
Extract of Annual Returns and-SEBI-Compliance.asp
Annual Return of the Company is available in our website at Documents Retention and Archival Policy
http://orientgreenpower. com/Investor/Annual Report.asp.
The policy deals with the retentions and archival of
Board Policies corporate records of the Company and all its subsidiaries.
The details of the major policies approved and adopted by the Details of the policy are available on our website, at
Board as per SEBI Regulations are as follows: http://orientgreenpower.com/Companies-Act-and-
SEBICompliance.asp
Whistle Blower Policy (Policy on Vigil Mechanism)
Risk Management Policy
The company has adopted a whistle blower mechanism for
directors and employees to report concerns about unethical The Board of Directors of the Company has formed a Risk
behavior, actual or suspected fraud, or violation of the Management Committee to frame, implement and monitor
company’s code of conduct and ethics. Details of the policy the risk management plan for the Company.
The Committee is responsible for monitoring and reviewing based on market capitalization. In compliance with the
the risk management plan and ensuring its effectiveness. Listing Regulations, Our Business Responsibility Report
The Audit Committee has additional oversight in the area forms part of this Annual Report.
of financial risks and controls. The major risks identified by
Disclosure requirements
the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The Details • The Company complies with all applicable mandatory
of policy on Risk management is available on the website of Secretarial Standards issued by the Institute of
the Company at http://orientgreenpower.com/files/Risk- Company Secretaries of India
Management-Policy.pdf
•
Neither the statutory auditors nor the secretarial
Dividend Distribution Policy auditor, internal auditor has reported to the audit
Policy is to set out guidelines as to return to the shareholders committee, under Section 143 (12) of the Companies
that cash, which in the opinion of the board, is in excess to Act, 2013, any instances of fraud committed against the
the short and medium term cash requirements and facilitate Company by its officers or employees.
the process of dividend recommendation or declaration
• The Company does not have any scheme or provision of
and its pay-out by the company which would ensure a
money for the purchase of its own shares by employees/
regular dividend income for the shareholders and long term
Directors or by trustees for the benefit of employees/
capital appreciation for all stakeholders of the company.
Directors; and
Details of the Policy are available on our website at http://
orientgreenpower.com/files/Dividend Distribution-Policy. •
The Company has not issued equity shares with
pdf differential rights as to dividend, voting or otherwise
Succession Planning Green Initiative
The Nomination and Remuneration Committee of the Board Electronic copy of the Annual Report for FY 2022 and the
(‘NRC’) oversees matters relating to succession planning of Notice of the ensuing AGM is being sent to all shareholders
Directors, Senior Management and other Key Executives of whose email addresses are available in demat account and
the Company.
registered with Company’s Registrar and Share Transfer
Investor Education and Protection Fund (IEPF) Agent. As per the General Circular No. 20/2020 of Ministry
Pursuant to the applicable provisions of the Companies of Corporate Affairs dated May 5, 2020, shareholders
Act, 2013, read with the IEPF Authority (Accounting, holding shares in demat form are requested to update their
Audit, Transfer and Refund) Rules, 2016 (‘the Rules’), any email addresses with their Depository Participant(s) and
Application money received by the company for allotment of for shareholders holding shares in physical form, should get
securities and due for refund shall be transferred to the IEPF their email registered with Link Intime India Private Limited,
established by the Central Government, after the completion Company’s Registrar and Share Transfer Agent.
of seven years. Further, according to the Rules, the amounts
Appreciation
which have not been paid or claimed by the shareholders for
seven consecutive years or more shall also be transferred to Your Directors wish to convey their deep appreciation to
the IEPF account created by the IEPF Authority. Accordingly, all the employees, customers, vendors, investors, Bankers,
on 5th October 2017 unclaimed Share Application money Financial Institutions for their sincere and dedicated services
amounting to Rs. 16,750 has been transferred to IEPF account as well as their collective contribution to the Company’s
as per the requirements of the IEPF rules. performance.
Business Responsibility Report (BRR) Your Directors also thank the Government of India,
The Listing Regulations mandate the inclusion of the BRR Government of various States in India and concerned
as part of the Annual Report for the top 1,000 listed entities Government Departments for their co-operation.
ANNEXURE - 1
Based on our verification of the Company’s books, papers, d. The Securities and Exchange Board of India (Share
minute books, forms and returns filed and other records Based Employee Benefits and Sweat Equity)
maintained by the Company and also the information Regulations, 2021; - Not Applicable for the audit
provided by the Company, its officers, agents and authorized period.
representatives during the conduct of secretarial audit, we e.
The Securities and Exchange Board of India
hereby report that in our opinion, the Company has, during (Registrars to an Issue and Share Transfer Agents)
the audit period covering the Financial Year ended March 31, Regulations, 1993 regarding dealing with client;
2022 (“Audit Period”) complied with the statutory provisions
listed hereunder and also that the Company has proper Board f.
The Securities and Exchange Board of India
processes and compliance mechanism in place to the extent, (Listing Obligations and Disclosure Requirements)
in the manner and subject to the reporting made hereinafter: Regulations, 2015 ;
Regulations, Guidelines and Standards, etc., mentioned guidelines, etc., and that the Company has complied with
above to the extent where such records have been such of those relevant clauses thereto which are applicable:
examined by us.
i. Mr. Thyagarajan Shivaraman was appointed as Managing
We further report that the Board of Directors of the Company Director and CEO for a period of three years with effect
is duly constituted with proper balance of Executive from 30th March, 2022 to 29th March 2025 in place of
Directors, Non-Executive Directors, Independent Directors Mr. Venkatachalam Sesha Ayyar who has resigned on
and Woman Director. The changes in the composition of the 30th September, 2021.
Board of Directors that took place during the period under
review were carried out in compliance with the provisions of
the Act.
We further report that adequate notice is given to all
directors to schedule the Board Meetings, agenda and For M. Alagar & Associates
detailed notes on agenda were sent to them at least seven Practising Company Secretaries
days in advance or as the case may be, and a system exists for Peer Review Certificate No:1707/2022
seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful
participation at the meeting.
M. Alagar
We further report that there are adequate systems and Managing Partner
processes in the Company commensurate with the size and FCS No: 7488/ CoP No.: 8196
operations of the Company to monitor and ensure compliance UDIN : F007488D000336674
with applicable laws, rules, regulations and guidelines. Place: Chennai
Date : May 17,2022
We further report that during the audit period, except
the events listed below, no other specific events / actions This Report is to be read with our letter of even date which
occurred which had major bearing on the Company’s affairs is annexed as Annexure A and forms an integral part of this
in pursuance of the above referred laws, rules, regulations, report.
ANNEXURE - 3
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2022
[Pursuant to section 204 (1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
Based on my verification of the Company’s books, papers, (i) Secretarial Standards issued by The Institute of Company
minute books, forms and returns filed and other records Secretaries of India.
maintained by the company and also the information During the period under review, the company has complied
provided by the Company, its officers, agents and authorized with the provisions of the Act, Rules, Regulations, Guidelines,
representatives during the conduct of Secretarial Audit, I Standards etc mentioned above
hereby report that, in my opinion, the company has, during the
audit period covering the financial year ended on 31.03.2022, I further report that
complied with the statutory provisions listed hereunder and •
The Board of Directors of the Company is duly
also that the Company has proper Board-processes and constituted with proper balance of Non-Executive
compliance-mechanism in place to the extent, in the manner Directors and Independent Directors excepting for the
and subject to the reporting made hereinafter.
qualification
I have examined the books, papers, minute books, forms and
• Adequate notice is given to all directors to schedule the
returns filed and other records maintained by the Company
Board Meetings, agenda and detailed notes on agenda
for the financial year ended on 31.03.2022, according to the
were sent at least seven days in advance, and a system
provisions of:
exists for seeking and obtaining further information and
(i) The Companies Act, 2013 (the Act) and the rules made clarifications on the agenda items before the meeting
there under; and for meaningful participation at the meeting.
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) • Based on the minutes made available to us, we report
and the rules made there under; that the Majority decision was carried through and that
(iii) The Company being an unlisted Public Company, the there were no dissenting votes from any Board member
provisions of Securities Exchange Board of India are not which was required to be captured and recorded as part
applicable to the said Company. of the minutes.
I further report that the company is in the process of b. The Company is yet to facilitate demat facility for its
setting up adequate systems and processes in the company Redeemable Preference shares; however there were no
commensurate with the size and operations of the company transfers of the said class of shares during the period
to monitor, report deviations, if any, to the Board, take covered by the audit.
corrective actions and ensure compliance with applicable
laws, rules, regulations and guidelines.
C ANURADHA
I further report that during the year under review
ACS No.: 38746
a. Company had sold its investments in its Wholly Owned C P No.: 21407
Subsidiary to another related party in the Group based Place : Chennai UDIN: A038746D000341631
on a valuation from a Registered valuer. Date: 18-05-2022 Peer Review No. 1711/2022
ANNEXURE - 4
FORM-MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022
[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To, (ii) The Depositories Act, 1996 and the Regulations and
Bye-laws framed thereunder;
The Members,
(iii) The Company being an unlisted Public Company, the
M/s. Bharath Wind Farm Limited,
provisions of Securities Exchange Board of India are not
Bascon Futura SV, 4th Floor, No.10/1, Venkatanarayana Road,
applicable to the said Company
T.Nagar, Chennai - 600017, Tamil Nadu, India.
I further report that based on the information received,
I have conducted the secretarial audit of the compliance of explanations given, process explained records maintained,
applicable statutory provisions and the adherence to good statutory compliance intimated to the board on periodic
corporate practices by M/s. Bharath Wind Farm Limited, basis, there are adequate systems and processes in the
(CIN: U31101TN2006PLC061881) (hereinafter called “the company commensurate with the size and operations of the
Company”). Secretarial Audit was conducted in a manner that company to monitor and ensure compliance with applicable
provided me a reasonable basis for evaluating the corporate labour laws, regulations and guidelines. The company has
conducts/ statutory compliances and expressing my opinion confirmed compliance with the Labour laws
thereon.
a)
The Employee’s Provident Funds and Miscellaneous
Based on my verification of the Company’s books, papers, Provisions Act 1952
minute books, forms and returns filed and other records
b) The Employees’ State Insurance Act 1948
maintained by the Company, to the extent the information
provided by the company, its officers, agents and authorised c) Labour Welfare Fund
representatives during the conduct of secretarial audit, d)
The Sexual Harassment of women at workplace
the explanations and clarifications given to me and the (Prevention, Prohibition and Redressal) Act 2013
representations made by the Management and considering
the relaxations granted by the Ministry of Corporate Affairs e) The Tamil Nadu Shops and Establishment Act 1947
and Securities and Exchange Board of India warranted due f)
The Chennai City Municipal Corporation Act, 1919
to the spread of the COVID-19 pandemic, I hereby report (Tamil Nadu Act IV of 1919).
that in my opinion, the Company has during the audit period
g) The Electricity Act, 2003
covering the financial year ended on March 31, 2022, generally
complied with the statutory provisions listed hereunder and h) Professional tax in AP is levied as per “AP Profession
also that the Company has proper Board processes and Tax Act 1987”
compliance mechanism in place to the extent, in the manner I have also examined compliance with the applicable
and subject to the reporting made hereinafter: clauses of the following:
I have examined the books, papers, minute books, forms a) The Secretarial Standards issued and notified by the
and returns filed and other records made available to us and Institute of Company Secretaries of India SS - 1 & SS -
maintained by the Company for the financial year ended on 2 have been complied with by the Company during the
March 31, 2022 according to the applicable provisions of: financial year under review.
(i)
The Companies Act, 2013, (the Act”) rules made b)
During the period under review, the Company has
thereunder including Amendment, Circulars, complied with the provisions of the Act, Rules,
Notification and Removal of Difficulties order issued by Regulations, Guidelines, Standards, etc. mentioned
the Ministry of Corporate Affairs from time to time. above.
I further report that b) Waiver of interest on Loan: During the financial year,
a borrower (a group company) has requested company
The Board of Directors of the Company is duly constituted.
to wavier of interest on loan availed by them. On
The changes in the composition of the Board of Directors that
considering the fact and circumstances, board has
took place during the period under review were carried out in
given a consent for the Waiver of interest on loan and
compliance with the provisions of the Act and an adequate
the necessary resolutions passed thereof.
notice is given to all directors to schedule the Board Meetings
and Committee Meetings, agenda and detailed notes on I further report that during the audit period, there is no
agenda were sent before the meeting and a system exists for instance of
seeking and obtaining further information and clarifications
a. Public / Rights/ Preferential issue of shares / debentures
on the agenda items before the meeting and for meaningful
/ sweat equity shares.
participation at the meeting.
b. Redemption / Buy-back of securities.
All decisions were carried out unanimously.
c. Foreign Technical Collaborations.
I further observed that during the audit period;
This report is to be read with our report of even date, which is
a) Shareholders’ consent under the provisions of section
annexed as Annexure A and forms integral part of this report.
of 180(1)(a), 180(1)(c) & 185(2) of the Companies Act
2013: The shareholders given a consent to sell, lease
or otherwise dispose off or Mortgage of the assets and
to enhance the borrowing limits of the company upto
limit of Rs.1,000 crores under the provisions of section
180(1)(a) & 180(1)(c) and to provide loan or guarantee or
security in connection with loan availed by any of the Ms. S. Ramya
company’s subsidiary(ies) or any other person specified Practicing Company Secretary
under section 185(2) of the companies act, 2013 to a sum Place: Chennai ACS 27826; COP 13759
not exceeding Rs.500 Crores vide the members meeting Date: 17.05.2022 UDIN: A027826D000333991
held on 30th September 2021.
ANNEXURE - 5
FORM-MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022
[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To, (ii) The Depositories Act, 1996 and the Regulations and
Bye-laws framed thereunder;
The Members,
M/s. CLARION WIND FARM PRIVATE LIMITED I further report that based on the information received,
CIN: U40106TN2008PTC067781 explanations given, process explained records maintained,
Bascon Futura SV, 4th Floor, No.10/1, Venkatanarayana Road, statutory compliance intimated to the board on periodic
T.Nagar, Chennai - 600017, Tamil Nadu, India. basis, there are adequate systems and processes in the
company commensurate with the size and operations of the
I have conducted the secretarial audit of the compliance of
company to monitor and ensure compliance with applicable
applicable statutory provisions and the adherence to good
labour laws, regulations and guidelines. The company has
corporate practices by M/s. CLARION WIND FARM PRIVATE
confirmed compliance with the Labour laws
LIMITED, (CIN: : U40106TN2008PTC067781) (hereinafter
called “the Company”). Secretarial Audit was conducted in a a)
The Employee’s Provident Funds and Miscellaneous
manner that provided me a reasonable basis for evaluating Provisions Act, 1952
the corporate conducts/ statutory compliances and b) The Employees’ State Insurance Act, 1948
expressing my opinion thereon.
c) Labour Welfare Fund
Based on my verification of the Company’s books, papers,
minute books, forms and returns filed and other records d)
The Sexual Harassment of women at workplace
maintained by the Company, to the extent the information (Prevention, Prohibition and Redressal) Act, 2013
provided by the company, its officers, agents and authorised e) The Tamil Nadu Shops and Establishment Act, 1947
representatives during the conduct of secretarial audit,
f) The Chennai City Municipal Corporation Act, 1919 (Tamil
the explanations and clarifications given to me and the
Nadu Act IV of 1919).
representations made by the Management and considering
the relaxations granted by the Ministry of Corporate Affairs g) The Electricity Act, 2003
and Securities and Exchange Board of India warranted due
I have also examined compliance with the applicable
to the spread of the COVID-19 pandemic, I hereby report
clauses of the following:
that in my opinion, the Company has during the audit period
covering the financial year ended on March 31, 2022, generally a) The Secretarial Standards issued and notified by the
complied with the statutory provisions listed hereunder and Institute of Company Secretaries of India SS - 1 & SS - 2
also that the Company has proper Board processes and have been complied by the Company during the financial
compliance mechanism in place to the extent, in the manner year under review.
and subject to the reporting made hereinafter: b)
During the period under review, the Company has
I have examined the books, papers, minute books, forms and complied with the provisions of the Act, Rules,
returns filed and other records made available to me and Regulations, Guidelines, Standards, etc. mentioned
maintained by the Company for the financial year ended on above.
March 31, 2022 according to the applicable provisions of: I further report that
(i)
The Companies Act, 2013, (the Act”) rules made The Board of Directors of the Company is duly constituted.
thereunder including Amendment, Circulars, The changes in the composition of the Board of Directors that
Notification and Removal of Difficulties order issued by took place during the period under review were carried out in
the Ministry of Corporate Affairs from time to time. compliance with the provisions of the Act and an adequate
notice is given to all directors to schedule the Board Meetings d) Disposal of Assets: The Board of Directors had given a
and Committee Meetings, agenda and detailed notes on consent to sell the part of immovable assets, free hold
agenda were sent before the meeting and a system exists for land and Old Wind Energy Generators of the company
seeking and obtaining further information and clarifications situated at Thirunelvali District during the financial year
on the agenda items before the meeting and for meaningful under our review
participation at the meeting.
I further report that during the audit period, there is no
All decisions were carried out unanimously. instance of
I further observed that during the audit period; a.
Public / Rights/ Preferential issue of shares / debentures
/ sweat equity shares.
a) Shareholders’ consent under the provisions of section
of 180(1)(a), 180(1)(c) & 185(2) of the Companies Act b. Redemption / Buy-back of securities.
2013: The shareholders given a consent to sell, lease
c. Foreign Technical Collaborations.
or otherwise dispose off or Mortgage of the assets and
to enhance the borrowing limits of the company upto This report is to be read with our report of even date, which is
limit of Rs.1,000 crores under the provisions of section annexed as Annexure A and forms integral part of this report.
180(1)(a) & 180(1)(c) and to provide loan or guarantee or
security in connection with loan availed by any of the
company’s subsidiary(ies) or any other person specified
under section 185(2) of the Companies Act, 2013 to
a sum not exceeding Rs.500 Crores vide the Annual
General Meeting held on 30th September 2021.
b) Investments in Mutual funds the Board of Directors
of the company had given a consent to invest the Ms. S. Ramya
surplus money in the Mutual funds to the extent of Practicing Company Secretary
Rs. 50,00,00,000 (Rupees Fifty Crores) Place: Chennai ACS 27826; COP 13759
c) Waiver of interest on Loan : During the financial year, Date: 17.05.2022 UDIN: A027826D000378539
a borrower (a group company) has requested the
company to wavier of interest on loan availed by them.
On considering the fact and circumstances, the Board
has given a consent for the Waiver of interest on loan
and the necessary resolutions passed thereof.
To,
The Members,
M/s. CLARION WIND FARM PRIVATE LIMITED
CIN: U40106TN2008PTC067781 3. I have not verified the correctness and appropriateness
Bascon Futura SV, 4th Floor, No. 10/1, Venkatanarayana Road, of financial and tax records and books of accounts of
T. Nagar, Chennai – Tamil Nadu 600 017, India the Company.
My report of even date is to be read along with this letter. 4. Wherever required, I have obtained the Management
1. Maintenance of secretarial and other records is the representation about the compliance of laws, rules and
responsibility of the management of the Company. regulations and happening of events etc.
My responsibility is to express an opinion on the relevant 5. The compliance of the provisions of Corporate and
records based on our audit. other applicable laws, rules, regulations, standards is
2.
I have followed the audit practices and processes the responsibility of management. My examination was
as were appropriate, also taking into account the limited to the verification of procedures on test basis.
peculiar circumstances due to Covid Pandemic and the 6. The Secretarial Audit report is neither an assurance as
lockdowns and curtailment both at the beginning of the to the future viability of the company nor of the efficacy
audit commencement and the subsequent unforeseen or effectiveness with which the management has
work from home circumstances due to spike in covid conducted the affairs of the Company.
cases during second wave at the time of closure
of audit, to obtain reasonable assurance about the
correctness of the contents of the Secretarial records.
The verification was done on test basis to ensure that Ms. S. Ramya
correct facts are reflected in secretarial records. I Practicing Company Secretary
believe that the processes and practices, we followed Place: Chennai ACS 27826; COP 13759
provide a reasonable basis for our opinion. Date: 17.05.2022 UDIN: A027826D000378539
Annexure - 6
The Conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to the provisions of Section
134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
A. Conservation of Energy
Reduction of auxiliary power consumption through pitching off the blade, optimised yawing, RKVAH and Power factor
improvement by state of art technology has been incorporated in the turbine to conserve the energy during lean wind season.
B. Technology Absorption
Your Company continues to use the latest technologies for improving the quality of the Services. Digitalization resulted in
better operational efficiencies. The company migrated its storage to cloud servers. This reduced the storage space and
costs involved in data handling, besides improving the data safety and accessibility. Further, during the pandemic, your
company has seamlessly and securely able to shift to Work from Home model and have been able to provide all Employees
with relevant technology tools and connectivity to carry out the work without any interruption.
C. Expenditure on R & D
T Shivaraman R Ganapathi
Chennai Managing Director & CEO Director
May 20, 2022 DIN: 01312018 DIN: 00103623
Annexure-7
Details pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
Relevant
clause Prescribed Requirement Particulars
u/r 5(1)
(i) Ratio of the remuneration of each director to the Ratio of the remuneration of Mr. Venkatachalam Sesha Ayyar,
median remuneration of the employees of the Managing Director & CEO to the median remuneration of the
company for the financial year employees -1:1. (Mr. Venkatachalam Sesha Ayyar, Managing
Director & CEO resigned during the year. However, his Annual
remuneration is being considered for this calculation)
(ii) Percentage increase in remuneration of each Mr. Venkatachalam Sesha Ayyar, MD & CEO – Nil
Director, Chief Financial Officer, Chief Executive Ms. J Kotteswari, CFO – Nil
Officer, Company Secretary or Manager, if any, in
the financial year Ms. M Kirithika -CS – 5%
(iii) Percentage increase in the median remuneration of Nil
employees in the financial year
(iv) Number of permanent employees on the rolls of 5 Nos.
company as at 31st March 2022
(v) Average percentile increase already made Average decrease in remuneration of Managerial Personnel –
in the salaries of employees other than the 9%
managerial personnel in the last financial year Average increase in remuneration of employees other than the
and its comparison with the percentile increase Managerial Personnel – 12%
in the managerial remuneration and justification
thereof and point out if there are any exceptional The decrease is on account of the resignation of Managerial
circumstances for increase in the managerial personnel during the financial year
remuneration
(vi) Affirmation that the remuneration is as per the The remuneration is as per the Nomination and Remuneration
remuneration policy of the company Policy for the Directors, Key Managerial Personnel and Other
Employees of the Company, formulated pursuant to the
provisions of Section 178 of the Companies Act, 2013
Information as per Rule 5 of Companies (Appointment and Remuneration Rules, 2014)
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees
as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the
accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is
open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to
the Company Secretary.
T Shivaraman R Ganapathi
Chennai Managing Director & CEO Director
May 20, 2022 DIN: 01312018 DIN: 00103623
Report On Corporate Governance it remains aligned with the statutory, as well as business
requirements.
The Directors Report on Compliance of the Corporate
The composition of the Board is in conformity with
Governance is given below.
Regulation 17 of the SEBI (Listing Obligations and Disclosure
Our philosophy on Code of Corporate Governance: Requirements) Regulations, 2015 read with Section 149 and
152 of the Act with optimum combination of executive and
The corporate governance philosophy of your Company is
non-executive directors and with a woman director. The total
based on the tenets of integrity, accountability, transparency,
Board strength comprises of::
value and ethics. The Company guiding principle is that
the strong relationship between culture and strategy will Executive Non- Executive Independent Total
consistently produce improved financial performance, Director Director Director Strength
better employee engagement, ethical behaviour and 1 2 4 7
stakeholder satisfaction. The Company is in compliance
None of the Directors have any inter-se relation among
with the requirements stipulated under Regulation 17 to 27 themselves or any employees of the Company.
read with Schedule V and clauses (b) to (i) of sub-regulation
(2) of Regulation 46 of Securities and Exchange Board of Directors are appointed or re-appointed with the approval
India (Listing Obligations and Disclosure Requirements) of the shareholders and shall remain in office in accordance
Regulations, 2015 (“SEBI Listing Regulations”), as applicable, with the retirement policy laid down by the Board from
time-to-time. The Managing Director and all the Non-
with regard to corporate governance.
Executive Directors (except Independent Directors) are liable
Board of Directors to retire by rotation unless otherwise specifically approved
by the shareholders.
Composition and category of Directors as on March 31,
2022: Board:
The Company has a very balanced and diverse Board of The Board generally meets 4 times during the year. Additional
Directors, which primarily takes care of the business needs meetings are held as and when required. The Directors are
and stakeholders’ interest. also given an option of attending the board meeting through
video conferencing. During the year ended on March 31, 2022,
The Company’s Board members are from diverse backgrounds the Board of Directors had 6 meetings. These were held
with skills and experience in critical areas like manufacturing, on 28th May 2021, 11th August 2021, 10th November 2021,
global finance, taxation banking, entrepreneurship, and 19th January 2022, 04th March 2022 and 30th March 2022.
general management. Many of them have worked extensively The last Annual General Meeting (“AGM”) was held on 22nd
in senior management positions with a deep understanding September 2021. The attendance record of the Directors at
of the global business environment. The Board reviews its the Board Meetings for the year ended March 31, 2022, and at
strength and composition from time to time to ensure that the last AGM is as under:
The composition of the Board and the number of other directorships held by each of the Directors is given in the table below:
*Includes Directorship in the Companies incorporated under Committees. The Board members are committed to ensuring
the Companies Act, 1956/2013. that the Board is in compliance with the highest standards of
corporate governance.
**Only membership in the Audit Committee and Stakeholders
Relationship Committee of the listed companies are The Following is the list of core skills/expertise/competencies
considered except Orient Green Power Company Limited. identifies by the Board of Directors as required in the
context of the company’s foresaid business for it to function
@ Mr. T. Shivaraman appointed as Managing Director and CEO
effectively and those available with the Board as a Whole.
of the Company with effect from 30th March 2022.
Operation: Experience in Operation
None of the Directors is a Director in more than 10 Public
Limited Companies or acts as an Independent Director in Financial Skills: Understanding the Financial Statements,
more than 7 Listed Companies. Further, none of the Director Financial Controls, Risk Management etc.,
acts as a member of more than 10 committees or acts as Board Service and Governance: Strategic thinking, decision
a chairman of more than 5 committees across all Public making and protect interest of all stakeholders.
Limited Companies in which he/she is a Director.
Others: Technical and Professional Skills and knowledge
The Independent Directors have confirmed that they satisfy including legal and regulatory aspects.
the ‘criteria of independence’ as stipulated in the Regulation
Separate Meeting of Independent Directors:
16(1) (b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. As stipulated by the Code of Independent Directors under
Schedule IV of the Companies Act, 2013 and regulations of the
Key Board Qualifications, expertise and attributes
Securities and Exchange Board of India (Listing Obligations
The Board comprises qualified members who bring in and Disclosure Requirements) Regulations, 2015, a separate
the required skills, competence and expertise that allow meeting of the Independent Directors of the Company
them to make effective contributions to the Board and its was held on 19.01.2022 without the attendance of non-
independent directors and members of the Management. At Evaluation of the Board’s Performance
such meetings, the independent directors discuss, among
The Board of Directors has carried out an annual evaluation
other matters, the performance of the Company and risks of its own performance, board committees, and individual
faced by it, the flow of information to the Board, governance, directors pursuant to the provisions of the Act and SEBI
compliance, Board movements, and performance of the Listing Regulations.
executive members and other members of the Board on a
In a separate meeting of independent directors, performance
whole.
of non-independent directors, the board as a whole and the
Declaration by Independent Directors Chairman of the Company was evaluated, taking into account
the views of executive directors and non-executive directors.
The Company has received necessary declarations from
each independent director under Section 149(7) of the The Board and the Nomination and Remuneration Committee
Companies Act, 2013, that he / she meets the criteria of reviewed the performance of individual directors on the basis
independence laid down in Section 149(6) of the Companies of criteria such as the contribution of the individual director
Act, 2013 and Regulation 25 of the Listing Regulations. The to the board and committee meetings like preparedness on
Board confirms that, in its opinion, the independent directors the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.
fulfil the conditions as specified in the Regulation 16 of the
Securities and Exchange Board of India (Listing Obligations In the board meeting that followed the meeting of the
and Disclosure Requirements) Regulations, 2015 and they are independent directors and meeting of the Nomination and
independent of the management. Remuneration Committee, the performance of the board, its
committees, and individual directors was also discussed.
Familiarization Programme for Independent Directors
Performance evaluation of independent directors was done
The Board members of Orient Green Power Company Limited by the entire board, excluding the independent director being
(Independent and Non-Independent) are afforded every evaluated.
opportunity to familiarize themselves with the Company, its
The Directors were satisfied with the evaluation results,
management and its operations and above all the Industry
which reflected the overall engagement of the Board and its
perspective & issues. They are made to interact with senior
Committees with the Company.
management personnel and are given all the documents
sought by them for enabling a good understanding of the Policy on directors’ appointment and remuneration
Company, its various operations and the industry of which it The current policy is to have an appropriate mix of executive
is a part. and non-executive directors to maintain the independence
The Company will impart Familiarization Programmes for of the Board and separate its functions of governance and
management. As of March 31, 2022, the Board has 7 members.
new Independent Directors inducted on the Board of the
The policy of the Company on directors’ appointment
Company. The Familiarization Programme of the Company
and remuneration, including the criteria for determining
will provide information relating to the Company, wind energy
qualifications, positive attributes, independence of a
/ renewable energy industry, business model of the Company,
director and other matters, as required under sub-section (3)
geographies in which Company operates, etc. The programme of Section 178 of the Companies Act, 2013, is available on our
also intends to improve awareness of the Independent website at http://orientgreenpower.com/Companies-Act-
Directors on their roles, rights, responsibilities towards and-SEBI-Compliance.asp
the Company. Further, the Familiarization Programme also
We affirm that the remuneration paid to the directors is as
provides information relating to the financial performance of
per the terms laid out in the Nomination and Remuneration
the Company and budget, control process of the Company.
Policy of the Company.
The Managing Director or such other authorized officer(s) of
the Company shall lead the Familiarization Programme on CEO and CFO certification:
aspects relating to business / industry. The Chief Financial As required by the Listing Regulations, the CEO and CFO
Officer or such other authorized officer(s) of the Company certification is provided in this Annual Report.
may participate in the programme for providing inputs on
Code of Conduct
financial performance of the Company and budget, control
process, etc. weblink: http://orientgreenpower.com/ The Board of Directors has laid down a Code of Conduct for
Companies-Act-and-SEBI-Compliance.asp Business and Ethics (the Code) for all the Board members and
all the employees in the management grade of the Company. All Employees of the Company are eligible to make Protected
The Code covers amongst other things the Company’s Disclosures under the Policy. The Protected Disclosures may
commitment to honest & ethical personal conduct, fair be in relation to matters concerning the Company. During the
competition, corporate social responsibility, sustainable Period under review, no personnel has been denied access to
environment, health & safety, transparency and compliance the audit committee.
of laws & regulations etc. The Code of Conduct is posted on
All Protected Disclosures should be addressed to the
the website of the Company http://orientgreenpower.com/
Chairman of the Audit Committee of the Company.
Companies-Act-and-SEBI-Compliance.asp.
All the Board members and senior management personnel The contact details of the Chairman of the Audit Committee
have confirmed compliance with the code. are as under:
The Code of Conduct for Prohibition of Insider Trading is posted The Board is responsible for constituting, reconstituting,
on the website of the Company http://orientgreenpower. appointing the Committee Members and also defining its
com/Companies-Act-and-SEBICompliance.asp Charters.
Whistle Blower Policy/Vigil Mechanism: The Chairman of the Committee or Members in consultation
with the Company Secretary, determine the frequency
The Company believes in the conduct of its affairs and and duration of the Committee Meetings. Normally, the
that of its constituents in a fair and transparent manner by Audit Committee and the Stakeholders’ Relationship
adopting highest standards of professionalism, honesty, Committee meets minimum of four times a year and the
integrity and ethical behaviour. Towards this end, the
remaining committees meets as and when the need arises.
Company has formulated the personnel policies that should
The recommendations of the committees are submitted
govern the actions of the Company, its constituents and
to the entire Board for approval. During the year, all
their employees. Any actual or potential violation of the
recommendations of the committees were approved by the
policy, howsoever insignificant or perceived as such, would
Board.
be a matter of serious concern for the Company. The role of
the employees in pointing out such violations of the policy The quorum of the meeting of the Audit Committee,
cannot be undermined. Nomination and Remuneration Committee and Stakeholders’
Relationship Committee shall be either two members or Board’s report in terms of clause (c) of sub-section
one third of the total number of members of the Committee 3 of section 134 of the Companies Act, 2013
whichever is higher.
b.
Changes, if any, in accounting policies and
1. Audit Committee: practices and reasons for the same
Audit Committee is constituted in accordance with Section c.
Major accounting entries involving estimates
177 of the Companies Act 2013 and Regulation 18 of the based on the exercise of judgment by management
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. d. Significant adjustments made in the financial
statements arising out of audit findings
Our Audit Committee comprises three Independent Directors
and one Non-Independent Director as on March 31, 2022. e.
Compliance with listing and other legal
requirements relating to financial statements
Composition of Audit Committee:
f. Disclosure of any related party transactions
S.No. Name Category
g. Qualifications in the draft audit report
1 Mr. R. Ganapathi Chairman - Non-Executive
- Independent Director 5.
Reviewing, with the management, the quarterly
2 Mr. N. Rangachary Member - Non-Executive - financial statements before submission to the board for
Independent Director
approval;
3 Mr. R. Sundararajan Member - Non-Executive -
Non Independent Director 6. Reviewing, with the management, the statement of
4 Maj. Gen. A.L. Suri Member - Non-Executive - uses / application of funds raised through an issue
(Retd.) Independent Director
(public issue, rights issue, preferential issue, etc.), the
Terms of reference: statement of funds utilized for purposes other than
Powers of Audit Committee those stated in the offer document / prospectus / notice
and the report submitted by the monitoring agency
The Audit Committee shall have powers, which should include
monitoring the utilisation of proceeds of a public or
the following:
rights issue, and making appropriate recommendations
1. To investigate any activity within its terms of reference. to the Board to take up steps in this matter;
2. To seek information from any employee. 7. Review and monitor the auditor’s independence and
performance and effectiveness of audit process;
3. To obtain outside legal or other professional advice.
4.
To secure attendance of outsiders with relevant 8. Approval or any subsequent modification of transactions
expertise, if it considers necessary. of the company with related parties;
The role of the Audit Committee 9. Scrutiny of inter-corporate loans and investments;
1. Oversight of the company’s financial reporting process 10. Valuation of undertakings or assets of the company,
and the disclosure of its financial information to ensure wherever it is necessary;
that the financial statement is correct, sufficient and 11. Evaluation of internal financial controls and risk
credible; management systems;
2. Recommendation for appointment, remuneration and 12.
Reviewing, with the management, performance of
terms of appointment of auditors of the company;
statutory and internal auditors, adequacy of the internal
3. Approval of payment to statutory auditors for any other control systems;
services rendered by the statutory auditors; 13.
Reviewing the adequacy of internal audit function,
4. Reviewing, with the management, the annual financial if any, including the structure of the internal audit
statements and auditor’s report thereon before department, staffing and seniority of the official
submission to the board for approval, with particular heading the department, reporting structure coverage
reference to: and frequency of internal audit;
a. Matters required to be included in the Director’s 14. Discussion with internal auditors of any significant
Responsibility Statement to be included in the findings and follow up there on;
15. Reviewing the findings of any internal investigations is no material discrepancy or weakness in the Company’s
by the internal auditors into matters where there is internal control over financial reporting. In conclusion, the
suspected fraud or irregularity or a failure of internal committee is sufficiently satisfied that it has complied
control systems of a material nature and reporting the with its responsibilities as outlined in the audit committee
matter to the board; charter.
16.
Discussion with statutory auditors before the audit 2. Stakeholders’ Relationship Committee
commences, about the nature and scope of audit as
Stakeholders’ Relationship Committee is responsible for
well as post-audit discussion to ascertain any area of
the satisfactory redressal of investors’ complaints and
concern;
recommends measures for overall improvement in the quality
17. To look into the reasons for substantial defaults in of investor services.
the payment to the depositors, debenture holders,
Stakeholders’ Relationship Committee is constituted in
shareholders (in case of non-payment of declared
accordance with Section 178 (5) of the Companies Act 2013
dividends) and creditors;
and Regulation 20 of the Securities and Exchange Board
18.
To review the functioning of the Whistle Blower of India (Listing Obligations and Disclosure Requirements)
mechanism; Regulations, 2015.
19. Approval of appointment of CFO (i.e., the whole-time The Stakeholders’ Relationship Committee has three
Finance Director or any other person heading the finance Directors comprises of Executive, Non-Executive and
function or discharging that function) after assessing Independent Director.
the qualifications, experience and background, etc. of
the candidate; S.No. Name Category
20. Carrying out any other function as is mentioned in the 1 Mr. R. Sundararajan Chairman - Non-Executive - Non
terms of reference of the Audit Committee. Independent Director
2 Mr. R. Ganapathi Member - Non-Executive -
21. Reviewing the utilization of loans and/ or advances from/ Independent Director
investment by the holding company in the subsidiary 3 Mr. T Shivaraman Member - Executive Director
exceeding rupees 100 crore or 10% of the asset size
Terms of reference:
of the subsidiary, whichever is lower including existing
loans / advances / investments existing as on the date 1.
Investor relations and redressal of shareholders
of coming into force of this provision. grievances in general and relating to non-receipt of
dividends, interest, non- receipt of Balance Sheet etc.
Audit Committee attendance
2. Such other matters as may from time to time be required
During the year, Four Audit Committee meetings were held by any statutory, contractual or other regulatory
on 28th May 2021, 11th August 2021, 10th November 2021 requirements to be attended to by such committee.
and 19th January 2022. The attendance details of the audit
committee meetings are as follows. 3. The Committee also looks into the letters / complaints
received from the shareholders / investors / stock
No. of No. of exchanges / SEBI and then review the same with
Members Meetings Meetings the Registrar. These letters / complaints are replied
held Attended immediately / redressed to the satisfaction of the
Mr. R. Ganapathi – Chairman 4 4 shareholders. The committee reviews periodically the
Mr. R. Sundararajan – Member 4 4 action taken by the company and the Share Transfer
Mr. N. Rangachary – Member 4 4 Agents in this regard. The pendency report if any,
Maj. Gen. A.L. Suri (Retd.) - Member 4 4 and the time taken to redress the complaints are also
reviewed by the Committee.
Ms. M Kirithika, Company Secretary acts as the Secretary of
the Audit Committee. Role of the Stakeholders’ Relationship Committee:
Chairman of the Audit Committee was present at the last 1. Resolving the grievances of the security holders of the
Annual General Meeting to answer the shareholders queries. listed entity including complaints related to transfer/
Relying on the discussions with the Management, the transmission of shares, non-receipt of annual report,
committee believes that the Company’s financial statements non-receipt of declared dividends, issue of new/
are fairly presented in conformity with IND AS, and that there duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of Shareholder’s Complaints during the FY 2021-2022:
voting rights by shareholders.
Number of Number of
3. Review of adherence to the service standards adopted shareholders’ complaints not
Number of pending
complaints solved to the
by the listed entity in respect of various services being complaints
received during satisfaction of
rendered by the Registrar & Share Transfer Agent. the financial year shareholders
Nil Nil Nil
4. Review of the various measures and initiatives taken by
the listed entity for reducing the quantum of unclaimed 3. Nomination and Remuneration Committee:
dividends and ensuring timely receipt of dividend Nomination and Remuneration Committee is constituted
warrants/annual reports/statutory notices by the in accordance with Section 178 of the Companies Act 2013
shareholders of the company. and Regulation 19 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Stakeholders’ Relationship Committee attendance Regulations, 2015.
During the year, Four Stakeholders’ Relationship Committee The Nomination and Remuneration Committee (the
meetings were held on 28th May 2021, 11th August 2021, Committee) assists the Board of Directors (the Board) of
the Company in fulfilling its responsibilities for corporate
10th November 2021 and 19th January 2022.
governance and oversight of Company’s nomination and
No. of No. of remuneration policies and practices which enables it to
Members meetings meetings attract and retain senior management of the Company
held attended (comprising the Chief Executive Officer and such other
Mr. R. Sundararajan – Chairman 4 4 individuals as the Committee determines from time to time
Mr. R. Ganapathi – Member 4 4 (Senior Management)) and appropriately align their interests
Mr. Venkatachalam Sesha Ayyar – with those of key stakeholders.
2 2
Member #
Our Nomination and Remuneration Committee comprises of
Mr. T Shivaraman – Member @ 2 2 three members out of which two are Independent Directors.
# Mr. Venkatachalam Sesha Ayyar resigned as Managing
S.No. Name Category
Director and CEO of the Company with effect from 30th 1 Mr. R. Ganapathi Chairman - Non-Executive -
September 2021. Independent Director
2 Maj. Gen. A.L.Suri Member - Non-Executive -
As a result of resignation of Mr. Venkatachalam Sesha Ayyar (Retd.) Independent Director
from the Board, the Committee has been reconstituted 3 Mr. R. Sundararajan Member - Non-Executive - Non -
Independent Director
and included Mr. T Shivaraman in the Committee in the
Stakeholders’ Relationship Committee meeting held on 11th During the year, One Nomination and Remuneration
Committee meetings were held on 30th March 2022.
August 2021.
No. of No. of
Ms. M. Kirithika, Company Secretary is designated as the Members meetings meetings
“Compliance Officer” who oversees the redressal of the held attended
investors’ grievances. Mr. R. Ganapathi – Chairman 1 1
Maj. Gen. A.L.Suri (Retd.)– Member 1 1
The committee approves the issue of duplicate certificates Mr. R. Sundararajan - Member 1 1
and new certificates on split / consolidation / renewal etc., Company Secretary acts as the Secretary of the Nomination
and approves transfer / transmission, dematerialization and Remuneration Committee.
and rematerialization of equity shares in a timely manner. It
Terms of reference:
oversees the performance of the registrar and share transfer
1. The committee shall have the power to determine the
agents and recommends measures for overall improvement
Company’s policy on specific remuneration packages
in the quality of investor services. It also reviews the including pension rights and other compensation for
Company’s attention to the environmental, health and safety executive directors and other senior employees of the
interests of stakeholders. Company equivalent to or higher than the rank of Vice-
President and the committee shall have the jurisdiction and Rs.10,000/- for attending each Committee Meetings
over the matters listed below and for this purpose the i.e. for Audit Committee and Stakeholders Relationship
Remuneration Committee shall have full access to Committee.
information contained in the records of the Company
and external professional advice, if necessary: Particulars of Sitting Fees including for attending the
a. To fix and finalise remuneration including salary, Board /Committee Meetings paid to Directors during
perquisites, benefits, bonuses, allowances, etc.; the financial year 2021-22 are as follows:
b. Fixed and performance linked incentives along
Sitting fees paid for Board
with the performance criteria; and Committee Meetings
c. Increments and Promotions; Name (Rs.)
d. Service Contracts, notice period, severance fees; Board Committee
and Mr. N. Rangachary 90,000 40,000
e. Ex-gratia payments. Mr. R. Sundararajan 90,000 80,000
2.
Formulation of the criteria for determining Maj. Gen. A.L. Suri (Retd.) 90,000 40,000
qualifications, positive attributes and independence of
Mr. R. Ganapathi 90,000 80,000
a director and recommend to the Board a policy, relating
to the remuneration of the directors, key managerial Ms. Chandra Ramesh 75,000 -
personnel and other employees; Total 6,75,000
3. Formulation of criteria for evaluation of Independent
Directors and the Board; Details of shares held by the Directors as on March 31, 2022
Name & Position Salary The Committee reviews the risk trend, exposure and potential
impact analysis carried out by the management. It was
Mr. Venkatachalam Sesha Ayyar - Managing
Director & CEO specifically confirmed to the Committee by the MD & CEO and
Salary and other Perquisites* 52.00 the CFO that the mitigation plans are finalised and up to date,
owners are identified and the progress of mitigation actions
Performance Bonus -
are monitored. The Risk Management Committee shall meet
Total 52.00
periodically, as it deems fit.
* drawn upto 30th September 2021.
Risk Management Committee is constituted in accordance
2) Non-Executive Directors with Regulation 21 of the Securities and Exchange Board
Remuneration by way of Sitting Fees is paid to Directors of India (Listing Obligations and Disclosure Requirements)
at Rs.15,000/- for attending each Meeting of the Board Regulations, 2015.
The Risk Management Committee comprises of the following 6. Corporate Social Responsibility (CSR) Committee:
members: Corporate Social Responsibility (CSR) Committee is
S.No. Name Category constituted in accordance with the provisions of Section 135
1 Mr. R. Ganapathi Chairman - Non-Executive - of the Act.
Independent Director Our CSR committee comprises of three directors as members
2 Mr. T Shivaraman Member - Executive Director out of which two are Independent Directors.
3 Mr. P. Krishna Member - Non-Executive - Non
Kumar Independent Director S.No. Name Category
5. Investment /Banking/ Borrowing Committee Member - Non-Executive -
1 Mr. R. Ganapathi
Independent Director
The Investment/Banking/ Borrowing Committee comprises Maj. Gen A L Suri Member - Non-Executive -
2
as follows: (Retd.) Independent Director
3 Mr. T Shivaraman Member - Executive Director
S.No. Name Category The Company Secretary of the Company will be the secretary
1 Mr. R. Ganapathi Chairman - Non-Executive - to the Corporate Social Responsibility Committee. The
Independent Director
Committee shall meet periodically, as it deems fit.
2 Mr. T Shivaraman Member - Executive Director
3 Mr. P. Krishna Member - Non-Executive - Non The CSR committee was set up to formulate and monitor the
Kumar Independent Director CSR policy of the Company. The CSR committee adopted a
policy that outlines the Company’s objective of catalyzing
Quorum: The quorum of the meeting of the committee shall
economic development that positively improves the quality
be either two members or one third of the total number of
of life for the society, and aims to be a responsible corporate
members of the committee whichever is higher.
citizen and create positive impact through its activities on
Terms of reference: the environment, communities and stakeholders.
• To make Subscription / Contribution to share capital, Since, our Company is not making any profits, we could not
public / rights issue and un-subscribed portion of spend any amount for CSR as prescribed under Section 135(5)
rights issues, subscription to additional share capital, of the Companies, Act, 2013 and we are yet to commence our
CSR operations.
participation by way of private placement, including
investment of funds abroad. The CSR policy of the Company is available on our website
at http://orientgreenpower.com/Companies-Act-and-
• To form Strategic alliance / mergers, acquisitions, etc. SEBICompliance.asp.
of subsidiaries with other organizations, both foreign
7. Rights Issue Committee
and domestic, and entering into MoU / Shareholders
Agreements. Our Rights Issue Committee consist of three directors as
members,
• To invest/disinvest funds of the Company in fixed /
term deposits with bank(s), bodies corporate in shares S.No. Name Category
/ debentures (convertible or non-convertible) of 1 Mr. R Ganapathi Member - Non-Executive -
companies, Government securities (Central, State or Independent Director
2 Ms. Chandra Ramesh Member - Non-Executive -
semi-Government).
Independent Director
• To grant loans or invest in securities of subsidiaries 3 Mr. T Shivaraman Member - Executive Director
• To issue Corporate Guarantee on behalf of subsidiaries The Company Secretary of the Company will be the secretary
to the Rights Issue Committee. The Committee shall meet
•
To grant loans, invest funds of the Company in periodically, as it deems fit.
Fixed / Term Deposits with banks or with Body
A. the Regulations governing the Committee are:
Corporates in shares or debentures (convertible and
non-convertible), Government Securities (Central / 1.
The Committee should have a minimum of three
State / Semi Government) and / or acquisition by way directors.
of subscription, purchase or otherwise the securities of 2. The Members of the committee shall elect a chairman
any other body corporate, or in subsidiaries other than from among themselves to chair all the meetings of the
wholly owned subsidiaries Committee.
4.
The Committee shall invite such executives, as it 7. deciding the pricing and terms of the Rights Equity
considers appropriate, but at times it may also meet Shares, Right Entitlement Ratio, Date of on-Market
Renunciation, the Bid-Issue Opening and Closing Date,
without the presence of any executives of the company.
Discount (if any) and all other related matters, including
5.
All regulations pertaining to the meetings of the the determination of the minimum subscription for the
committees of the board as contained in the Articles Issue, in accordance with Applicable Laws;
of Association of the company in so far as they are not
8. all other related matters regarding the Issue, including
repugnant to the context and meeting of the provisions the execution of the relevant documents with the
contained herein, shall mutatis-mutandis, apply to the investors, in consultation with the LM and in accordance
meetings of this committee. with Applicable Laws;
6. The minutes of the committee meetings shall be placed 9. approval of the draft letter of offer (the “DLOF”) and the
before the board and shall be noted by the directors. letter of offer (the “LOF”) (including amending, varying or
modifying the same, as may be considered desirable or
B. Powers of the Rights Issue Committee.
expedient) in relation to the Rights Issue as finalized in
1.
constituting a committee for the purposes of any consultation with the LM, in accordance with Applicable
issue, offer and allotment of Equity Shares, and other Laws;
matters in connection with or incidental to the Rights 10. Withdrawing the DLOF not proceeding with the Issue at
Issue, including constitution such other committees of any stage in accordance with Applicable Laws;
the Board, as may be required under Applicable Laws,
including the listing agreement to be entered into by the 11. seeking the listing of the Rights Equity Shares on the
Company with the Stock Exchanges; Stock Exchanges, submitting the listing application to
such Stock Exchanges and taking all actions that may
2. authorization of any director or directors of the Company be necessary in connection with obtaining such listing;
or other officer or officers of the Company, including by
12. appointing, in consultation with the LM, the registrar
the grant of power of attorney, to do such acts, deeds
and other intermediaries to the Issue, in accordance
and things as such authorised person in his/her/its
with the provisions of the SEBI ICDR Regulations and
absolute discretion may deem necessary or desirable in other Applicable Laws;
connection with any issue, offer and allotment of Equity
Shares; 13. finalization of an arrangement for filing the DLOF
with the Stock Exchanges for receiving comments
3. giving or authorizing any concerned person on behalf and the submission of the LOF to the SEBI and the
of the Company to give such declarations, affidavits, Stock Exchanges and any corrigendum, amendments
certificates, consents and authorities as may be supplements thereto;
required from time to time;
14.
authorization of the maintenance of a register of
4. appointing the Lead Manager (“LM”) in accordance with holders of the Equity Shares;
the provisions of the SEBI ICDR Regulations and other
15. finalization of the basis of allotment of the Equity
Applicable Laws;
Shares;
5. seeking, if required, any approval, consent or waiver 16.
acceptance and appropriation of the proceeds of
from the Company’s lenders, and/or parties with whom the Issue in accordance with Applicable Laws; and
the Company has entered into various commercial to do any other act and/or deed, to negotiate and
and other agreements, and/or any/all concerned execute any document(s), application(s), agreement(s),
government and regulatory authorities in India, and/ undertaking(s), deed(s), affidavits, declarations and
or any other approvals, consents or waivers that may certificates, and/or to give such direction as it deems
be required in connection with this issue, offer and fit or as may be necessary or desirable with regard to
allotment of Rights Equity Shares; the Rights Issue.
Details of Special Resolution passed during the last three Details of Voting Pattern of Postal Ballot and E-Voting
•
Annual General Meeting were as follows:
No Extraordinary General Meeting of the Members was • There were no materially significant related party
held during FY 2021 -22. transactions, with Directors/Promoters/Management
or their relatives or subsidiaries that had potential
c. Details of the meeting convened in pursuance of the conflict with the interests of the Company at large.
order passed by the National Company Law Tribunal Suitable disclosures as required by the Ind AS 24 has
(NCLT): been made in the Annual Report.
No meeting convened in pursuance of the order passed • Periodical disclosures from Senior Management relating
by the National Company Law Tribunal (NCLT) during to all material financial and commercial transactions,
FY 2021 -22. where they had or were deemed to have had personal
d. Postal Ballot during the FY 2021 -22: interest, that might have had a potential conflict with
the interest of the Company at large will be reviewed by
The details of ordinary resolutions passed through
• the Audit Committee and the Board.
Postal Ballot process are given below:
•
Transactions with the related parties have been
Date of Date of disclosed in Note 42 to the Standalone Financial
Subject matter of the Date of the
S.No. Shareholder declaration Statements in the Annual Report.
resolution passed Notice
approval of result
Approval for increase
Policy on Related party Transactions:
in Authorized Share In terms of Regulation 23 of the Securities and Exchange Board
Capital and alteration
1 04.03.2022 07.04.2022 07.04.2022 of India (Listing Obligations and Disclosure Requirements)
of the Memorandum
of Association of the Regulations, 2015), the Board of Directors have adopted a
Company policy to determine Related party Transactions.
The policy is placed on the website of the Company http:// management and the mitigation process being taken up.
orientgreenpower.com/Companies-Act-and-SEBI- A note on risk identification and mitigation is included in
Compliance.asp the Management Discussion and Analysis, annexed to the
Directors’ Report.
Disclosure of Accounting Treatment:
Compliance with Corporate Governance Norms
he financial statements of the Company have been prepared
T
in accordance with the Indian Accounting Standards (“Ind AS”) The Company has complied with the mandatory requirements
notified under the Companies (Indian Accounting Standards) of the Code of Corporate Governance as stipulated in Schedule
Rules, 2015 as amended by the Companies (Indian Accounting V ( E ) of the Securities and Exchange Board of India (Listing
Standards) (Amendment) Rules, 2016. Obligations and Disclosure Requirements) Regulations, 2015.
The Company has submitted the compliance report in the
Policy on Material Subsidiaries:
prescribed format to the stock exchanges for all the quarters
In terms of Regulation 24 of the Securities and Exchange including the quarter ended 31st March 2022. The Statutory
Board of India (Listing Obligations and Disclosure Auditors have certified that the Company has complied
Requirements) Regulations, 2015) the Board of Directors with the conditions of corporate governance as stipulated
have adopted a policy with regard to determination of in Schedule V ( E ) of the Securities and Exchange Board of
Material Subsidiaries. The policy is placed on the website India (Listing Obligations and Disclosure Requirements)
of the Company http://orientgreenpower.com/Companies- Regulations, 2015. The said certificate is annexed to this
Act-and-SEBI-Compliance.asp Report.
• No penalties or strictures have been imposed on the a) Calendar of financial year ended 31st March 2022
Company by Stock Exchange or SEBI or any statutory The Company follows April-March as the financial year. The
authority on any matter related to capital markets meetings of the Board of Directors for approval of quarterly
during the last three years. and annual financial results for the financial year ended
• The Company has in place a mechanism to inform 31st March 2022 were held on the following dates:
the Board members about the Risk assessment and
Board Meeting dates Approval sought for
mitigation plans and periodical reviews to ensure
that the critical risks are controlled by the executive Approval of Annual Audited
May 28, 2021
Financial results
management.
August 11, 2021 Approval of Quarterly results
• There are no pecuniary relationships or transactions of
November 10, 2021 Approval of Half Yearly results
Non-Executive Directors vis-à-vis the Company which
has potential conflict with the interests of the Company January 19, 2022 Approval of Nine Months results
at large. b) Quarterly, Half-yearly and Annual Results
• The Independent Directors have confirmed that they The quarterly financial results are published within 48 hours
meet the criteria of ‘Independence’ as stipulated of the conclusion of the Board Meeting in the following
under Section 149 (6) of the Companies Act 2013 and Newspapers:
Regulation 16 of the Securities and Exchange Board of
• Business Line (English)
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. • Makkal Kural (Tamil)
• The details with respect to Sexual Harassment of The Financial Results are also displayed on http://
Women at Workplace have been disclosed in the orientgreenpower.com/newspaper-advertisement.asp
Business Responsibility Report forming part of the
c) Annual Reports and Annual General Meetings:
Annual Report
The Annual Reports are emailed to Members and others
Risk Management:
entitled to receive them. The Annual Reports are also available
The Company has laid down procedures to inform Board on the Company’s website at http://orientgreenpower.
members about the risk assessment and minimization com/annual-report.asp in a user-friendly downloadable
procedures. The Audit Committee/the Board periodically form. In line with the MCA Circulars dated 5th May 2020,
discusses the significant business risks identified by the 13th January 2021 and 5th May 2022 and SEBI Circulars dated
12th May 2020, 15th January 2021 and 13th May 2022 the the Statutory Auditors of the Company. Total fees of
Notice of the AGM along with the Annual Report 2021- 22 is Rs. 49 lakhs mutually agreed for financial year 2021-22,
being sent only through electronic mode to those Members towards audit fee for the Company and its subsidiaries, on a
whose e-mail addresses are registered with the Company/ consolidated basis to the statutory auditors.
Depositories.
Commodity price risk or foreign exchange risk and hedging
d) Website: activities:
Comprehensive information about the Company, its The Company does not deal in commodities and hence the
business and operations, Press Releases and investor disclosure pursuant to SEBI Circular dated November 15,
information can be viewed at the Company’s website at 2018 is not applicable.
www.orientgreenpower.com. The ‘Investor Relations’ SEBI Listing Regulations:
section serves to inform the investors by providing key and
timely information like financial results, annual reports, The SEBI (Listing Obligations and Disclosure Requirements)
shareholding pattern, press releases, Transcript etc. Regulations (‘the Listing Regulations’) prescribe various
corporate governance recommendations. We comply with
CEO/CFO Certification: the corporate governance requirements under the Listing
The Managing Director and Chief Executive Officer (MD & Regulations.
CEO) and the Chief Financial Officer (CFO) have provided the Details of adoption of Non Mandatory requirements:
compliance certificate in accordance with Regulation 17(8) of
Securities and Exchange Board of India (Listing Obligations The Company has also ensured the implementation of
and Disclosure Requirements) Regulations, 2015 for the non‑mandatory items such as:
financial year ended March 31, 2022. The CEO/CFO Certificate • Separate posts of Chairman and MD/CEO,
is provided as Annexure to this report.
• Unmodified audit opinions / reporting,
Certificate from Practising Company Secretaries
• The internal auditor reporting directly to the audit
A certificate has been received from M/s. Alagar & Associates, committee.
CP.No.8196 Practising Company Secretaries, that none of the
Plant Location:
Directors on the Board of the Company has been debarred or
disqualified from being appointed or continuing as directors With a total capacity around 417 MW wind, our wind farms are
of companies by the Securities and Exchange Board of India, located in the states of Tamil Nadu, Andhra Pradesh, Gujarat,
Ministry of Corporate Affairs or any such statutory authority. Karnataka and Croatia (Europe).
Statutory Auditor’s Remuneration Management Discussion and Analysis Report:
M/s. G.D. Apte & Co., Chartered Accountants (Firm The Management Discussion and Analysis report for the
Registration No. 100515W) have been appointed as FY 2021-22 forms part of the Annual Report.
T Shivaraman R Ganapathi
Chennai Managing Director & CEO Director
May 20, 2022 DIN: 01312018 DIN: 00103623
Day Thursday
Date June 30, 2022
Time 11:00 AM
Meeting is being conducted through VC/OAVM pursuant to the Circular No. 2/2022 dated 5th May, 2022, read with
circular number 20/2020 dated 5th May, 2020 and General Circular 2/2022 issued by the Ministry of Corporate
Venue
Affairs (MCA) and General Circular no. 21/2021 dated December 14, 2021 issued by SEBI as such there is no
requirement to have a venue for the AGM.
Financial Year
The Company’s financial year begins on 01st April and ends on 31st March.
Our tentative calendar for declaration of financial results for the financial year 2022-23 are as given below:
For the Quarter ending Tentative dates for declaration of financial results
For the quarter ending 30th June 2022 On or before 14th August 2022
For the quarter ending 30th September 2022 On or before 14th November 2022
For the quarter ending 31st December 2022 On or before 14th February 2023
For the year ending 31st March 2023 On or before 30th May 2024
Book Closure
June 23, 2022 to June 30, 2022 (both days inclusive)
Listing On Stock Exchanges and Stock Code
Equity Shares
BSE Limited
Month (in Rs.) No. of shares traded
High Low
April – 2021 2.15 1.75 71,84,291
May – 2021 2.62 1.92 2,02,27,668
June – 2021 3.47 2.16 6,30,28,800
July – 2021 3.75 2.67 16,27,93,786
August – 2021 3.69 2.80 3,14,85,351
September – 2021 3.40 2.86 2,26,23,171
October – 2021 5.22 3.07 4,59,65,237
November- 2021 10.01 4.15 4,64,90,914
December- 2021 19.84 9.45 9,39,04,223
January – 2022 28.75 17.30 12,51,56,112
February – 2022 16.80 9.95 4,31,31,399
March – 2022 15.88 10.00 3,44,13,336
B. National Stock Exchange of India Limited:
Distribution of Holdings - NSDL & CDSL & Physical Record Date: 31st March, 2022
Shareholding Summary as on 31st March 2022
The Company’s Equity Shares are regularly traded on the BSE Link Intime India Private Limited
Limited and on the National Stock Exchange of India Limited. C 101, 247 Park,
DEMATERIALISATION OF SHARES AND LIQUIDITY LBS Marg, Vikhroli (West), Mumbai - 400 083, India
The shares of the Company are compulsorily traded in Tel: + 91 22 49186000
dematerialized form. The code number allotted by National Fax: + 91 22 49186060
Securities Depository Limited (NSDL) and Central Depository Email: rnt.helpdesk@linkintime.co.in
Services (India) Ltd., (CDSL) to Orient Green Power Company
Website: www.linkintime.co.in
Limited is ISIN INE-999K01014. As on 31.03.2022, 99.99% of
the total equity share capital was held in dematerialized form. Ms. M Kirithika
DETAILS (IN AGGREGATE OF SHARES IN THE SUSPENSE Company Secretary and Compliance Officer
ACCOUNT) Orient Green Power Company Limited,
As directed by Schedule V of the Securities and Bascon Futura SV, 4th Floor,
Exchange Board of India (Listing Obligations & Disclosure No.10/1, Venkatanarayana Road,
Requirements) Regulations, 2015 Aggregate number of T.Nagar, Chennai 600017 India
shareholders and the outstanding shares in the suspense
Tel: + 91 44 4901 5678
account lying at the beginning and at the end of the year and
number shareholders who approached issuer for transfer of Fax: +91 44 4901 5655
shares from suspense account during the year and number Email: complianceofficer@orientgreenpower.com
of shareholders to whom the shares were transferred from Website: www.orientgreenpower.com
suspense account during the year are tabled below:
ONLINE INFORMATION
Aggregate number of shareholders and the outstanding
Shareholders are requested to visit www.orientgreenpower.
shares in the suspense account lying at the beginning and at
com, the website of the Company for online information
the end of the year
about the Company. The financial results, share price
Aggregate Outstanding Outstanding information of the Company if any are posted on the
Aggregate
number of shares in the shares in the website of the Company and are periodically updated with
number of
shareholders suspense suspense all developments. Besides this the shareholders have the
shareholders
at the account lying at account lying
at the end facility to write any query at the e-mail id of the Compliance
beginning the beginning at the end
officer at complianceofficer@orientgreenpower.com and
2 2 2250 2250
the Company shall act on the same within the reasonable
ADDRESS FOR INVESTOR CORRESPONDENCE time on receipt of such query.
T Shivaraman R Ganapathi
Chennai Managing Director & CEO Director
May 20, 2022 DIN: 01312018 DIN: 00103623
To
The Members
Orient Green Power Company Limited
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Orient Green
Power Company Limited having CIN L40108TN2006PLC061665 and having registered office at Bascon Futura SV, 4th Floor, No.
10/1, Venkatanarayana Road, T. Nagar, Chennai - 600017 (hereinafter referred to as ‘the Company’), produced before us by the
Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause
10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal http://www.mca.gov.in/) as considered necessary and explanations furnished to us by the Company &
its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the financial year
ending on March 31, 2022 have been debarred or disqualified from being appointed or continuing as Directors of companies by
the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
M. Alagar
Managing Partner
FCS No. 7488
Place: Chennai C P No. 8196
Date: May 17, 2022 UDIN: F007488D000336619
b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines
issued there under in so far as it appears from my/our examination of those records.
c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either
by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars)
under the aforesaid Acts/ Regulations and circulars/ guidelines issued there under:
Sr. No Action taken Details of violation Details of action taken Observations/ remarks
Not Applicable
d) The listed entity has taken the following actions to comply with the observations made in previous reports-
M. Alagar
Managing Partner
FCS No. 7488
Place: Chennai CoP No. 8196
Date: May 17, 2022 UDIN: F007488D000336652
Umesh S. Abhyankar
PunePartner
May 20, 2022 Membership Number: 113 053
Declaration by the CEO & Managing Director under SEBI (LODR) Regulations,
2015 regarding compliance with Code of Conduct
In accordance with Regulation 34(3) read with Schedule V of the SEBI (LODR), Regulations, 2015, I hereby confirm that all the
Directors and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, as applicable
to them, for the financial year ended March 31, 2022.
T Shivaraman
Chennai Managing Director & CEO
May 20, 2022 DIN: 01312018
Introduction
This report conforms to the Business Responsibility Reporting (BRR) requirement of the Securities & Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) .
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY
Responsibility
Human Rights
Stakeholders
Well-being of
Environment
Engagement
Public Policy
Customer
Employee
Relations
Product
P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy/ policies for.... Y Y* Y Y Y Y* N Y Y*
2 Has the policy being formulated in consultation with the
Y Y Y Y Y Y - Y Y
relevant stakeholders?
3 Does the policy conform to any
national / international standards? If yes, specify? (50 Y Y Y Y Y Y - Y Y
words) < need to mention about the ISO certification>
Our policies conform to the International standards like ISO14000
and 45001, IFC Performance Standard
1. Assessment and Management of Environmental and Social
Risks and Impacts Performance Standard
2. Labor and Working Conditions Performance Standard
3. Resource Efficiency and Pollution Prevention Performance
Standard
4. Community Health, Safety, and Security
Business Ethics
Responsibility
Human Rights
Stakeholders
Well-being of
Environment
Engagement
Public Policy
Customer
Employee
Relations
Product
CSR
No. Questions
P1 P2 P3 P4 P5 P6 P7 P8 P9
4 Has the policy being approved by the Board? Mandatory policies viz., Code of Conduct & Business Ethics,
if yes, has it been signed by MD/ owner/ CEO/ Whistle Blower Policy, CSR Policy, Code of Conduct to regulate,
appropriate Board Director? monitor and report Trading by Insiders have been adopted by the
board and other operational internal policies are approved by the
management.
5 Does the company have a specified committee of the Y Y Y Y Y Y - Y Y
Board/ Director/ Official to oversee the implementation
The implementation and adherence to the code of conduct for
of the policy?
employees is administered by the HR Department. The CSR policy
is administered by CSR Committee in line with the requirements
of the Companies Act, 2013. The Environmental, Health and
Safety (EHS) policy is overseen by the Managing Director & CEO.
6 Indicate the link for the policy to be Mandatory policies are available on the Company's website in the
viewed online? following link http://orientgreenpower.com/Companies-Act-
and-SEBI-Compliance.asp
7 Has the policy been formally The internal policies are made available on the company’s website
communicated to all relevant internal and have been communicated to all the internal stakeholders.
Further, the company is in the process of communicating these
and external stakeholders? polices to external stakeholders.
8 Does the company have in-house
Yes
structure to implement the policy/ policies.
9 Does the Company have a grievance redressal The whistle blower mechanism provides employees to report
mechanism related to the policy/ policies to address any concern or grievances pertaining to any potential or actual
stakeholders’ grievances related to the policy/ policies? violation of the Company's Code of Conduct, which covers all
aspects of BRR.
10 Has the company carried out independent audit/ The implementation of the Company's Code of Conduct and other
evaluation of the working of this policy by an internal or policies are reviewed through internal audit/control function. The
external agency? Quality, Safety & Health and Environmental policies are subject to
internal reviews for continuous assessment.
All policies adopted by the Company for ensuring the orderly and
efficient conduct of business including adherence to Company's
policies have been evaluated periodically by an independent
external agency as a part of internal financial control requirement.
An external agency engaged by one of our customers reviewed
the policies during the financial year 2021-22.
* The policy is embedded in the Company's Code of Conduct and Quality and Environment policies which inter alia, relates to safe
and sustainable products.
(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
Well-being of Employee
Product Responsibility
Customer Relations
Business Ethics
Human Rights
Stakeholders
Environment
Engagement
Public Policy
CSR
No. Questions
P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The company has not understood the
The company is in the business of generating power from renewable energy sources and by this, contributes to GHG emission
reduction. At all generating stations, conformance to environmental norms, safety, occupational, health of the employees
(permanent/ contract) are followed .
2.
For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of
product (optional):
(a)
Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain?
Our business does not require raw material for generation of Power. However, optimum resource utilization has always
been a priority at our company. Power and other utilities were efficiently used to avoid wastage.
(b)
Reduction during usage by consumers (energy, water) has been achieved since the previous year?
Not applicable.
3. Does the company have procedures in place for sustainable sourcing (including transportation)?
(a)
If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words
or so.
The company does not use any raw material for generation of power as power is generated from natural resource.
4.
Has the company taken any steps to procure goods and services from local & small producers, including communities
surrounding their place of work?
(a)
If yes, what steps have been taken to improve their capacity and capability of local and small vendors?
The company follows the practice of utilizing the services of the local service providers wherever possible. The company
prioritizes the small vendors while making payments so that their business sustains in the long run.
Most of the operations of the company are in the remote location and the company avails the services from local vendors
and create job opportunity to the local people wherever they are suitable.
5.
Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of
products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.
Our business is generation of power from wind energy generators and we do not generate any waste.
Principle 3- Employee Wellbeing
1. Please indicate the Total number of employees. 124
2. Please indicate the Total number of employees hired on temporary/contractual/casual basis. 9
3. Please indicate the Number of permanent women employees. 11
4. Please indicate the Number of permanent employees with disabilities Nil
5. Do you have an employee association that is recognized by management. NA
6. What percentage of your permanent employees is members of this recognized employee association? NA
7.
Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in
the last financial year and pending, as on the end of the financial year.
8. What percentage of your under mentioned employees were given safety & skill up- gradation training in the last year?
(a) Permanent Employees: 83%
(b)
Permanent Women Employees : 100%
(c)
Casual/Temporary/Contractual Employees : 33%
(d)
Employees with Disabilities : Nil
Principle 4 - Stakeholder Engagement
1. Has the company mapped its internal and external stakeholders? Yes
2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders. Yes.
3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized
stakeholders. If so, provide details thereof, in about 50 words or so:
The company endeavors to provide employment to locals and avails the services from locals wherever possible.
Further, our community empowerment initiative helps to enable and empower the marginalized communities around our
operations sites by way of providing study aids to the school children and other essential support based on needs.
Principle 5 - Human rights
1.
Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/Suppliers/
Contractors/NGOs/Others?
The policy relating to human rights covers the Company and its subsidiaries.
2.
How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily
resolved by the management?
The Company has not received any complaints pertaining to human rights during the year under review.
Principle 6 - Environmental
1.
Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/Suppliers/
Contractors/NGOs/others.
The policy relating to Principle 6 covers the Company and its subsidiaries.
2.
Does the company have strategies/ initiatives to address global environmental issues such as climate change, global
warming, etc? Y/N. If yes, please give hyperlink for webpage etc.
The Company is in the business of generating green energy contributing to reduction in GHG emission.
3. Does the company identify and assess potential environmental risks? Yes
4.
Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50
words or so. Also, if Yes, whether any environmental compliance report is filed?
Although the company is into the business of generation of power from renewable energy sources, the projects are not
registered under CDM owing to adverse market conditions in trading CERs .
5.
Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N. If
yes, please give hyperlink for web page etc.
The company’s main business itself is generation of power from renewable energy sources.
6.
Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial
year being reported?
The company does not cause any emissions and does not discharge any effluent from its process.
7.
Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as
on end of Financial Year. None
Principle 7 – Public Policy
1.
Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business
deals with:
(a) Indian Wind Power Association (IWPA)
(b) Madras Chamber of Commerce and Industry (MCCI)
2.
Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No;
if yes specify the broad areas ( drop box: Governance and Administration, Economic Reforms, Inclusive Development
Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)
The Company, being a member of aforesaid industry associations, has been representing issues through the industry body
from time to time with the relevant authority for the improvement of public good.
Principle 8 - CSR
1.
Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes
details thereof. Not applicable, as the company is not making profits.
2.
Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/
any other organization? Not applicable
3.
Have you done any impact assessment of your initiative? No
4.
What is your company’s direct contribution to community development projects- Amount in INR and the details of the
projects undertaken. Nil
5.
Have you taken steps to ensure that this community development initiative is successfully adopted by the community?
Please explain in 50 words, or so. No
Principle 9 - Customer value
1. What percentage of customer complaints/consumer cases are pending as on the end of financial year. Nil
2.
Does the company display product information on the product label, over and above what is mandated as per local laws?
Not Applicable.
3.
Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising
and/or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details
thereof, in about 50 words or so. No
4. Did your company carry out any consumer survey/ consumer satisfaction trends? No
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Key Audit Matter Auditors Response
No
1 Audit of testing of Impairment in the Property, Plant The audit procedures that were performed were as under:
and Equipment and credit losses, if any, in the Loans • Where the situation so warranted, we reviewed the adequacy
and Advances have been identified as a Key Audit of the impairment provisions/credit losses estimated by the
Matter considering the materiality involved. company for its Property, Plant and Equipment and Loans
based on the net-worth of the other companies, the operating/
cash profits and the net present value of cash flows on the
basis of the projected financial statements approved by the
management and the Audit Committee of the company.
• We have reviewed the reasonableness of the projected
revenues, expenses, remaining useful life of the Windmills and
the net present value of the cash flows (NPV) of the company
and the discount rate involved. We have also compared the
NPV with the carrying amounts of the assets in order to
ascertain the adequacy of the provisions. According to the
information and explanations given to us by the management
of the company, we have also considered the long gestation
and the pay-back period involved in the Wind Power Projects,
while estimating the amount and the timing of the provisions/
credit losses against the Investments and the Loans.
• We have obtained and reviewed the reports on the valuation of
the Windmills and equity shares which was carried out by the
company by engaging Independent Valuers.
• Our procedures did not reveal any material concerns on the
provision for impairment and credit losses as considered in the
financial statements.
Information Other than the Consolidated Financial Management’s Responsibility for the Consolidated Financial
Statements and Auditor’s Report Thereon Statements
The Holding Company’s Board of Directors is responsible The Holding Company’s Board of Directors is responsible for
for the other information. The other information comprises preparation and presentation of these consolidated financial
the information included in the Management Discussion statements that give a true and fair view of the consolidated
and Analysis, the report of the Board of Directors and the financial position, consolidated financial performance,
report on the Corporate Governance but does not include the consolidated total comprehensive income, consolidated
Consolidated Financial Statements and our auditor’s report statement of changes in equity and consolidated cash flows
thereon. of the Group in accordance with Indian Accounting Standards
Our opinion on the Consolidated Financial Statements does (IND AS) prescribed under section 133 of the Act read with
not cover the other information and we do not express any the Companies(Indian Accounting Standards) Rules, 2015
form of assurance conclusion thereon. as amended including the Companies (Indian Accounting
Standards) Amendment Rules, 2019 and other accounting
In connection with our audit of the Consolidated Financial principles generally accepted in India. The respective Board
Statements, our responsibility is to read the other of Directors of the companies included in the Group are
information and, in doing so, consider whether the other responsible for maintenance of the adequate accounting
information is materially inconsistent with the Consolidated records in accordance with the provisions of the Act for
Financial Statements or our knowledge obtained in the audit safeguarding the assets of the Group and for preventing
or otherwise appears to be materially misstated.
and detecting frauds and other irregularities; selection
If, based on the work we have performed, we conclude that and application of appropriate accounting policies; making
there is a material misstatement of this other information, judgments and estimates that are reasonable and prudent;
we are required to report that fact. We have nothing to report and design, implementation and maintenance of adequate
in this regard. internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting circumstances. Under section 143(3)(i) of the Act,
records, relevant to the preparation and presentation of the we are also responsible for expressing our opinion
consolidated financial statements that give a true and fair on whether the Holding Company and its subsidiary
view and are free from material misstatement, whether due companies which are companies incorporated in
to fraud or error which have been used for the purpose of India, have adequate internal financial controls
preparation of the consolidated financial statements by the system in place and the operating effectiveness of
Board of Directors of the Holding Company, as aforesaid. such controls.
We communicate with those charged with governance of on separate financial statements and the other financial
Holding Company and such other entities included in the information of subsidiaries, as noted in the “other matter”
consolidated financial statements of which we are the paragraph we report, to the extent applicable, that:
independent auditors regarding, among other matters, the a. We have sought and obtained all the information and
planned scope and timing of the audit and significant audit explanations which to the best of our knowledge and
findings, including any significant deficiencies in internal belief were necessary for the purposes of our audit of
control that we identify during our audit. the aforesaid consolidated financial statements.
We also provide those charged with governance with a b. In our opinion, proper books of account as required by
statement that we have complied with relevant ethical law relating to preparation of the aforesaid consolidated
requirements regarding independence, and to communicate financial statements have been kept so far as it appears
with them all relationships and other matters that may from our examination of those books and the reports of
reasonably be thought to bear on our independence, and the other auditors.
where applicable, related safeguards. c.
The Consolidated Balance Sheet, the Consolidated
From the matters communicated with those charged with Statement of Profit and Loss (including other
governance, we determine those matters that were of comprehensive income), Consolidated Statement of
Changes in Equity and the Consolidated Cash Flow
most significance in the audit of the consolidated financial
Statement dealt with by this Report are in agreement
statements of the current year and are therefore the key
with the relevant books of account maintained for the
audit matters. We describe these matters in our auditor’s
purpose of preparation of the consolidated financial
report unless law or regulation precludes public disclosure
statements.
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in d.
In our opinion, the aforesaid consolidated financial
our report because the adverse consequences of doing so statements comply with the Indian Accounting
would reasonably be expected to outweigh the public interest Standards specified under Section 133 of the Act read
benefits of such communication. with the Companies (Indian Accounting Standards)
Rules, 2015 as amended including the Companies (Indian
Other Matter Accounting Standards) Amendment Rules, 2019.
We did not audit the financial statements of certain e. On the basis of the written representations received
subsidiaries whose financial statements, before from the directors of the Holding Company as on March
consolidation adjustments, reflect group’s share of total 31, 2022 taken on record by the Board of Directors of
assets of Rs. 17,468 Lakhs as at March 31, 2022, group’s share the Holding Company and the reports of the statutory
of total revenues of Rs. 4,356 Lakhs, Group’s share of total net auditor of its subsidiaries incorporated in India, none
loss of Rs. 2,628 lakhs and net cash outflows amounting to Rs. of the directors of the Group companies incorporated
512 Lakhs for the year ended March 31, 2022, as considered in in India is disqualified as on March 31, 2022 from being
the consolidated financial statements. appointed as a director in terms of Section 164 (2) of the
Act.
These financial statements have been audited by other
auditors whose reports have been furnished to us by the f. With respect to the adequacy of the internal financial
Management. Our opinion on the consolidated financial controls with reference to financial statements of the
statements, in so far as it relates to the amounts and Holding Company and its subsidiaries incorporated in
disclosures included in respect of these subsidiaries, and our India and the operating effectiveness of such controls,
report in terms of sub-sections (3) of Section 143 of the Act, refer to our separate Report in “Annexure A”.
in so far as it relates to the aforesaid subsidiaries, is based g. With respect to the other matters to be included in the
solely on the reports of such other auditors. Auditor’s Report in accordance with the requirements
of section 197 (16) of the Act, as amended, in our opinion
Our opinion on the consolidated financial statements, and
and to the best of our information and according to
our report on Other Legal and Regulatory Requirements the explanations given to us, the remuneration paid by
below, is not modified in respect of the above matter with the Holding Company and the subsidiaries which are
respect to our reliance on the work done and the reports of incorporated in India to its directors during the year is in
the other auditors. accordance with the provisions of section 197 (16) of the
Report on Other Legal and Regulatory Requirements Act.
As required by Section 143(3) of the Act, based on our audit h. With respect to the other matters to be included in
and on the consideration of report of the other auditors the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditor’s) Rules, 2014, in our c. Based on the audit procedures considered
opinion and to the best of our information and according reasonable and appropriate in the
to the explanations given to us: circumstances carried out by us, nothing
i. The Group has disclosed the impact of pending has come to our notice that has caused us
litigations on its financial position in its to believe that the representation under
consolidated financial statements – Refer Note 39 clause (iv-a) & (iv-b) contain any material
to the Consolidated Financial Statements misstatements.
ii. The Group, did not have any material foreseeable v. The Company has not declared and paid dividend
losses on long-term contracts including derivative during the year.
contracts during the year ended 31st March 2022. i. With respect to the matters specified in paragraphs
iii.
There were no amounts which were required 3(xxi) and 4 of the Companies (Auditor’s Report)
to be transferred to the Investor Education and Order, 2020 (the “Order”/ “CARO”) issued by the Central
Protection Fund by the Holding Company and the Government in terms of Section 143(11) of the Act, to
subsidiaries which are incorporated in India. be included in the Auditor’s report, according to the
information and explanations given to us, and based on
iv. a. The management has represented that to the
the CARO reports issued by us for the holding Company,
best of its knowledge or belief, no funds have
subsidiaries and by other auditors of its subsidiaries
been advanced or loaned or invested (either
incorporated in India included in the consolidated
from borrowed funds or share premium or any
financial statements of the Group, to which reporting
other sources or kind of funds) by the Group
under CARO is applicable, we report that there are no
to or in any other person(s) or entity(ies)
qualifications or adverse remarks in these CARO reports
including foreign entities (intermediaries)
except as mentioned below -
with the understanding, whether recorded in
writing or otherwise, that the intermediary CARO
Name of group company
shall, whether directly or indirectly lend or Clause No.
invest in other persons or entities identified 3 (i) (c)
in any manner whatsoever by or on behalf of BETA Wind Farm Private Limited
the Group (ultimate beneficiaries) or provide 3 (ix) (a)
any guarantee, security or the like on behalf Orient Green Power Company Limited 3 vii (a)
of the Ultimate Beneficiaries;
Amrit Environmental Technologies Private 3 (ix) (a)
b.
The management has represented that Limited
to the best of its knowledge or belief, no
Gama Green Power Private Limited 3 (i) (c)
funds have been received by the Group from
any other person(s) or entity(ies) including Clarion Wind Farm Private Limited 3 (i) (c)
foreign entities (funding parties) with the
understanding, whether recorded in writing For G. D. Apte & Co.,
or otherwise, that the Group shall, whether Chartered Accountants
directly or indirectly lend or invest in other Firm Registration Number: 100 515W
persons or entities identified in any manner UDIN: 22113053AJHWVS8724
whatsoever by or on behalf of the funding
party (ultimate beneficiaries) or provide any Umesh S. Abhyankar
guarantee, security or the like on behalf of Pune,Partner
the Ultimate Beneficiaries; May 20, 2022 Membership Number: 113053
‘Annexure A’ to the Independent Auditor’s Report of even reasonable assurance about whether adequate internal
date on the Consolidated Financial Statements of Orient financial controls over financial reporting with reference
Green Power Company Limited – Report on the Internal to these consolidated Ind AS financial statements was
Financial Controls under Clause (i) of Sub-section 3 of established and maintained and if such controls operated
Section 143 of the Companies Act, 2013 (“the Act”) effectively in all material respects.
To The Members of Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
Orient Green Power Company Limited
controls over financial reporting with reference to these
In conjunction with our audit of the consolidated IND AS consolidated Ind AS financial statements and their operating
financial statements of Orient Green Power Company effectiveness. Our audit of internal financial controls over
Limited as at and for the year ended March 31, 2022, we have financial reporting included obtaining an understanding
audited the internal financial controls over financial reporting of internal financial controls over financial reporting with
of Orient Green Power Company Limited (hereinafter referred reference to these consolidated Ind AS financial statements,
to as the “Holding Company”) and its subsidiaries (the Holding assessing the risk that a material weakness exists, and testing
Company and its subsidiaries together referred to as “the and evaluating the design and operating effectiveness of
Group”) which are companies incorporated in India, as at that internal control based on the assessed risk. The procedures
date. selected depend on the auditor’s judgement, including the
Management’s Responsibility for Internal Financial Controls assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
The respective Board of Directors of the Holding Company
and its subsidiaries, which are companies incorporated We believe that the audit evidence we have obtained and
in India, are responsible for establishing and maintaining the audit evidence obtained by the other auditors in terms
internal financial controls based on the internal control of their reports referred to in the Other Matters paragraph
over financial reporting criteria established by the Holding below, is sufficient and appropriate to provide a basis for
Company considering the essential components of internal our audit opinion on the internal financial controls over
control stated in the Guidance Note on Audit of Internal financial reporting with reference to these consolidated Ind
Financial Controls Over Financial Reporting (“the Guidance AS financial statements.
Note”) issued by the Institute of Chartered Accountants Meaning of Internal Financial Controls over Financial
of India (ICAI). These responsibilities include the design, Reporting with Reference to these Consolidated Ind AS
implementation and maintenance of adequate internal Financial Statements
financial controls that were operating effectively for ensuring
the orderly and efficient conduct of its business, including A company’s internal financial control over financial reporting
adherence to the Company’s policies, the safeguarding of its with reference to these consolidated Ind AS financial
assets, the prevention and detection of frauds and errors, statements is a process designed to provide reasonable
the accuracy and completeness of the accounting records, assurance regarding the reliability of financial reporting and
and the timely preparation of reliable financial information, the preparation of financial statements for external purposes
as required under the Act. in accordance with generally accepted accounting principles.
A company’s internal financial control over financial reporting
Auditor’s Responsibility with reference to these consolidated Ind AS financial
Our responsibility is to express an opinion on the company’s statements includes those policies and procedures that (1)
internal financial controls over financial reporting with pertain to the maintenance of records that, in reasonable
reference to these consolidated Ind AS financial statements detail, accurately and fairly reflect the transactions and
based on our audit. We conducted our audit in accordance dispositions of the assets of the company; (2) provide
with the Guidance Note on Audit of Internal Financial reasonable assurance that transactions are recorded as
Controls Over Financial Reporting (the “Guidance Note”) and necessary to permit preparation of financial statements in
the Standards on Auditing, both, issued by the Institute of accordance with generally accepted accounting principles,
Chartered Accountants of India, and deemed to be prescribed and that receipts and expenditures of the company are
under section 143(10) of the Act, to the extent applicable being made only in accordance with authorisations of
to an audit of internal financial controls. Those Standards management and directors of the company; and (3) provide
and the Guidance Note require that we comply with ethical reasonable assurance regarding prevention or timely
requirements and plan and perform the audit to obtain detection of unauthorised acquisition, use, or disposition of
the company’s assets that could have a material effect on the effectively as at March 31, 2022, based on the internal control
financial statements. over financial reporting criteria established considering
the essential components of internal control stated in the
Inherent Limitations of Internal Financial Controls Over
Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting with Reference to these Consolidated
Financial Reporting issued by the ICAI.
Ind AS Financial Statements
Other Matter
Because of the inherent limitations of internal financial
controls over financial reporting with reference to Our report under Section 143(3)(i) of the Act on the adequacy
consolidated Ind AS financial statements, including the and operating effectiveness of the internal financial controls
possibility of collusion or improper management override of over financial reporting with reference to consolidated
controls, material misstatements due to error or fraud may financial statements in so far as it relates to certain
occur and not be detected. Also, projections of any evaluation subsidiaries not audited by us and which are companies
of the internal financial controls over financial reporting with incorporated in India is based on the corresponding reports
reference to these consolidated Ind AS financial statements of the auditors of such subsidiaries incorporated in India.
to future periods are subject to the risk that the internal
Our opinion is not modified in respect of the above matter.
financial control over financial reporting may become
inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.
For G. D. Apte & Co.,
Opinion
Chartered Accountants
In our opinion, the Holding Company and its subsidiaries Firm Registration Number: 100 515W
which are companies incorporated in India have maintained in UDIN: 22113053AJHWVS8724
all material respects, an adequate internal financial controls
system over financial reporting with reference to these Umesh S. Abhyankar
consolidated Ind AS financial statements and such internal Pune,Partner
financial controls over financial reporting were operating May 20, 2022 Membership Number: 113053
As at As at
Particulars Note No.
March 31, 2022 March 31, 2021
ASSETS
Non-current assets
(a) Property, plant and equipment 5a 1,52,960 1,62,426
(b) Goodwill on consolidation 41 1,278 1,278
(c) Other intangible assets 5b 15 167
(d) Financial assets
(i) Investments 6 - -
(ii) Loans 7 - 389
(iii) Other financial assets 8 176 157
(e) Non-current tax assets 9 372 340
(f) Other non-current assets 10 4,570 6,409
Total non-current assets 1,59,371 1,71,166
Current Assets
(a) Inventories 11 162 191
(b) Financial assets
(i) Investments 12 - 201
(ii) Trade receivables 13 16,097 10,334
(iii) Cash and cash equivalents 14 A 829 1,355
(iv) Bank balances other than (iii) above 14 B 463 258
(v) Other financial assets 15 3,385 3,135
(c) Other current assets 16 1,205 789
Total current assets 22,141 16,263
Assets classified as held for sale 17 1,697 2,025
Total assets 1,83,209 1,89,454
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 18 75,072 75,072
(b) Other equity 19 (26,126) (29,452)
Equity attributable to the owners of the Company 48,946 45,620
Non - controlling interests (941) (999)
Total equity 48,005 44,621
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 20 1,09,063 1,15,649
(ii) Lease liabilities 21 1,991 2,207
(Contd...)
As at As at
Particulars Note No.
March 31, 2022 March 31, 2021
(b) Provisions 22 64 201
(c) Deferred tax liabilities (Net) 23 - -
Total non-current liabilities 1,11,118 1,18,057
Current liabilities
(a) Financial liabilities
(i) Borrowings 24 12,499 16,893
(ii) Lease liabilities 25 370 272
(iii) Trade Payables 26
– Total outstanding dues of micro and small enterprises - -
– Total outstanding dues of creditors other than micro and 1,872 2,103
small enterprises
(iii) Other financial liabilities 27 - 252
(b) Other current liabilities 28 252 275
(c) Provisions 29 20 62
Total current liabilities 15,013 19,857
Liabilities directly associated with assets held for sale 30 9,073 6,919
Total liabilities 1,35,204 1,44,833
Total equity and liabilities 1,83,209 1,89,454
See accompanying notes forming part of the consolidated financial statements
In terms of our report attached For and on behalf of the Board of Directors
For G.D. Apte & Co.,
Chartered Accountants
Firm Registration Number: 100 515W
T. Shivaraman R Ganapathi
Managing Director & CEO Director
DIN: 01312018 DIN: 00103623
Umesh S. Abhyankar
Partner J. Kotteswari M. Kirithika
Membership Number: 113 053 Chief Financial Officer Company Secretary
Consolidated statement of profit and loss for the year ended March 31, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Consolidated statement of profit and loss for the year ended March 31, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
In terms of our report attached For and on behalf of the Board of Directors
For G.D. Apte & Co.,
Chartered Accountants
Firm Registration Number: 100 515W
T. Shivaraman R Ganapathi
Managing Director & CEO Director
DIN: 01312018 DIN: 00103623
Umesh S. Abhyankar
Partner J. Kotteswari M. Kirithika
Membership Number: 113 053 Chief Financial Officer Company Secretary
Changes in Equity share capital due to Restated balance Changes in equity share capital
Balance at the April 01, 2021 Balance as at March 31, 2022
prior period errors as at April 01, 2021 during the year
75,072 - 75,072 - 75,072
Changes in Equity share capital due to Restated balance Changes in equity share capital
Balance at the April 01, 2020 Balance as at March 31, 2021
prior period errors as at April 01, 2020 during the year
75,072 - 75,072 - 75,072
B. Other Equity
Reserves and Surplus Other Comprehensive Income
Non
Capital Foreign currency Re-measurement Total
Particulars Securities Retained Hedge Total Controlling
Reserve on translation of defined benefit Equity
premium Earnings Reserve Interest
Consolidation reserve obligation
Orient Green Power Company Limited
Balance at 01 April, 2021 12,455 80,203 (1,22,910) 790 - 10 (29,452) (999) (30,451)
Changes in Equity share capital due to prior period
- - - - - - - - -
errors
Restated balance as at April 01, 2021 12,455 80,203 (1,22,910) 790 - 10 (29,452) (999) (30,451)
Profit/(Loss) for the year - - 3,498 - - - 3,498 80 3,578
Other comprehensive income/(loss) for the year, net
- - - (100) - 4 (96) - (96)
of income tax
On account of derecognition of subsidiary - - (76) - - - (76) (22) (98)
Total comprehensive Income/(Loss) for the year - - 3,422 (100) - 4 3,326 58 3,384
Balance at 31 March, 2022 12,455 80,203 (1,19,488) 690 - 14 (26,126) (941) (27,067)
Balance at 01 April, 2020 12,455 80,203 (1,17,155) 655 (22) 4 (23,860) (1,053) (24,913)
Changes in Equity share capital due to prior period
- - - - - - - - -
errors
Restated balance as at April 01, 2020 12,455 80,203 (1,17,155) 655 (22) 4 (23,860) (1,053) (24,913)
Profit/(Loss) for the year (5,755) (5,755) 54 (5,701)
Other comprehensive income/(loss) for the year, net
- - - 135 22 6 163 - 163
of income tax
Total comprehensive Income/(Loss) for the year - - (5,755) 135 22 6 (5,592) 54 (5,538)
Balance at 31 March, 2021 12,455 80,203 (1,22,910) 790 - 10 (29,452) (999) (30,451)
See accompanying notes forming part of the consolidated financial statements
In terms of our report attached For and on behalf of the Board of Directors
For G.D. Apte & Co.,
Chartered Accountants T. Shivaraman R Ganapathi
Firm Registration Number: 100 515W Managing Director & CEO Director
DIN: 01312018 DIN: 00103623
Umesh S. Abhyankar
Partner J. Kotteswari M. Kirithika
Membership Number: 113 053 Chief Financial Officer Company Secretary
Consolidated Statement of Cash Flows for the Year ended March 31, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Consolidated Statement of Cash Flows for the Year ended March 31, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Non-Cash Changes
Net Cash Changes
As at 01 April, Changes in As at 31
Particulars (Decrease)/
2021 Fair Values/ Other March, 2022
Increase
Accruals
Non-Current Borrowings (inluding Current
1,30,266 (12,759) - 1,799 1,19,306
Maturities of Long Term Debt)
Current Borrowings 2,195 25 - (26) 2,194
Interest accrued 81 (11,748) 12,161 (432) 62
Total 1,32,542 (24,482) 12,161 1,341 1,21,562
Consolidated Statement of Cash Flows for the Year ended March 31, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Non-Cash Changes
Net Cash Changes
As at 01 April, Changes in As at 31
Particulars (Decrease)/
2020 Fair Values/ Other March, 2021
Increase
Accruals
Non-Current Borrowings (inluding Current
1,32,799 (12,655) - 10,122 1,30,266
Maturities of Long Term Debt)
Current Borrowings 2,534 (339) - - 2,195
Interest accrued 11,589 (11,185) 13,233 (13,556) 81
Total 1,46,922 (24,179) 13,233 (3,434) 1,32,542
Notes:
1. The above Consolidated Cash Flow Statement has been prepared under the indirect method set out in Indian Accounting
Standard (IND AS) -7, ‘Statement of Cash Flow’ as specified in the Companies (Indian Accounting Standards) Rules, 2015.
2. Direct Tax paid is treated as arising from operating activities and are not bifurcated between investment and financing
activities.
3. All figures in brackets indicate outflow.
In terms of our report attached For and on behalf of the Board of Directors
For G.D. Apte & Co.,
Chartered Accountants
Firm Registration Number: 100 515W
T. Shivaraman R Ganapathi
Managing Director & CEO Director
DIN: 01312018 DIN: 00103623
Umesh S. Abhyankar
Partner J. Kotteswari M. Kirithika
Membership Number: 113 053 Chief Financial Officer Company Secretary
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
On March 24, 2021, the Ministry of Corporate Affairs All the Indian Accounting Standards issued and notified
(“MCA”) through a notification, amended Schedule III by the Ministry of Corporate Affairs under the Companies
of the Companies Act, 2013. The amendments revise (Indian Accounting Standards) Rules, 2015 (as amended)
Division I, II and III of Schedule III and are applicable till the financial statements are authorized have been
from April 1, 2021 and are incorporated in preparation considered in preparing these financial statements.
and presentation of these financial statements. Key There are no new standards or amendments notified by
amendments relating to Division II which relate to the Ministry of Corporate Affairs which would have been
companies whose financial statements are required to applicable from April 01, 2022.
comply with Companies (Indian Accounting Standards) 3. Significant Accounting Policies
Rules 2015 are:
3.1 Statement of compliance
Balance Sheet:
These consolidated financial statements of the
a. Lease liabilities should be separately disclosed Group have been prepared in accordance with Indian
under the head ‘financial liabilities’, duly Accounting Standards (“Ind AS”) prescribed under
distinguished as current or non-current. Section 133 of Companies Act, 2013 read with the
b. Certain additional disclosures in the statement of Companies (Indian Accounting Standards) Rules as
changes in equity such as changes in equity share amended from time to time. The accounting policies as
capital due to prior period errors and restated set out below have been applied consistently to all years
balances at the beginning of the current reporting presented in these consolidated financial statements.
period. 3.2 Basis of preparation and presentation
c. Specified format for disclosure of shareholding of
The consolidated financial statements have been
promoters. prepared on the historical cost basis except for certain
financial instruments that are measured at fair values
d.
Specified format for ageing schedule of trade
at the end of each reporting period, as explained in the
receivables, trade payables, capital work-in-
accounting policies below. Historical cost is generally
progress and intangible asset under development.
based on the fair value of the consideration given in
e. If a company has not used funds for the specific exchange for goods and services.
purpose for which it was borrowed from banks and
Fair value is the price that would be received to sell an
financial institutions, then disclosure of details of
asset or paid to transfer a liability in an orderly transaction
where it has been used.
between market participants at the measurement date,
f. Specific disclosure under ‘additional regulatory regardless of whether that price is directly observable
requirement’ such as compliance with approved or estimated using another valuation technique. In
schemes of arrangements, compliance with estimating the fair value of an asset or a liability, the
number of layers of companies, title deeds of Group takes into account the characteristics of the
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
asset or liability if market participants would take and associate of the Company. Subsidiaries are entities
those characteristics into account when pricing the controlled by the Company. Control is achieved when
asset or liability at the measurement date. Fair value the Company:
for measurement and/or disclosure purposes in these
• has power over the investee;
Consolidated Financial Statements is determined on
such a basis. • is exposed, or has rights, to variable returns from
its involvement with the investee; and
In addition, for financial reporting purposes, fair value
measurements are categorised into Level 1, 2, or 3 • has ability to use its power to affect its returns
based on the degree to which the inputs to the fair value
The Company reassesses whether or not it controls an
measurements are observable and the significance of
investee if facts and circumstances indicate that there
the inputs to the fair value measurement in its entirety,
are changes to one or more of the three elements of
which are described as follows:
control listed above.
• Level 1 inputs are quoted prices (unadjusted) in
When the Company has less than a majority of the
active markets for identical assets or liabilities
voting rights of an investee, it has power over the
that the entity can access at the measurement
investee when the voting rights are sufficient to give
date;
it the practical ability to direct the relevant activities
• Level 2 inputs are inputs, other than quoted prices of the investee unilaterally. The Company considers all
included within Level 1, that are observable for the relevant facts and circumstances in assessing whether
asset or liability, either directly or indirectly; and or not the Company’s voting rights in an investee are
sufficient to give it power, including:
• Level 3 inputs are unobservable inputs for the
asset or liability • the size of the Company’s holding of voting rights
relative to the size and dispersion of holding of the
When measuring the fair value of an asset or a liability,
other vote holders;
the Group uses observable market data as far as
possible. If the inputs used to measure the fair value • potential voting rights held by the Company, other
of an asset or a liability fall into different levels of the vote holders or other parties, if any;
fair value hierarchy, then the fair value measurement
•
rights arising from other contractual
is categorised in its entirety in the same level of the
arrangements; and
fair value hierarchy as the lowest level input that is
significant to the entire measurement. •
any additional facts and circumstances that
indicate that the Company has, or does not have,
The principal accounting policies are set out below:
the current ability to direct the relevant activities
3.3 Basis of Consolidation at the time that decisions need to be made,
including voting patterns at previous shareholders’
Notes on these Consolidated Financial Statements are
meetings.
intended to serve as a means of informative disclosure
and a guide to better understanding of the consolidated Consolidation of a subsidiary begins when the Company
position of the companies. Considering this purpose, obtains control over the subsidiary and ceases when the
the Company has disclosed only such Notes from the Company loses control of the subsidiary. Specifically,
individual Financial Statements, which: income and expenses of a subsidiary acquired or
disposed of during the year are included in the
• are necessary for presenting a true and fair view of
consolidated statement of profit and loss from the date
the Consolidated Financial Statements,
the Company gains control until the date the Company
• the notes involving items, which are considered to ceases to control the subsidiary.
be material.
Profit or loss and each component of other
This consolidated financial statements incorporate the comprehensive income are attributed to the
financial statements of the Company, its subsidiaries shareholders of the company and to non-controlling
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
interests. Total comprehensive income of subsidiaries their fair values as at the acquisition date. Acquisition
is attributed to the shareholders of the Company and to related costs are generally recognised in consolidated
the non-controlling interests even if this results in the statement of profit and loss as incurred.
non-controlling interests having a deficit balance.
Goodwill is measured as the excess of the sum of
When necessary, adjustments are made to the financial the consideration transferred, the amount of any
statements of subsidiaries to bring the accounting noncontrolling interest in the acquiree and the fair
policies into line with the Group’s accounting policies. value of the acquirer’s previously held equity interest in
All intragroup assets and liabilities, equity, income, the acquiree (if any) over the net of the acquisition-date
expenses and cash flows relating to transactions amounts of the identifiable assets acquired and the
between members of the Group are eliminated in full on liabilities assumed.
consolidation. Any excess of the Group’s share of the net fair value
The Consolidated Financial Statements have been of the identifiable assets and liabilities over the sum
prepared using uniform accounting policies for like of the consideration transferred, the amount of any
transactions and other events in similar circumstances non-controlling interest in the acquiree, and the fair
are presented to the extent possible, in the same manner value of the acquirer’s previously held equity interest
as the Company’s separate financial statements except in the acquiree (if any) cost of the investment, after
otherwise stated. reassessment, is recognised directly in equity as
The Consolidated Financial Statements have been capital reserve in the period in which the investment is
prepared by combining the financial statements of the acquired.
company and its subsidiaries on a line-by-line basis by Non Controlling Interests that are present ownership
adding together the book values of like items of assets, interests and entitle their holders to a proportionate
liabilities, income and expenses after eliminating in share of the entity’s net assets in the event of
full intra-group balances, intra-group transactions liquidation is measured at the non controlling interests’
and unrealized profits. Unrealized losses are also proportionate share of the recognised amounts of the
eliminated unless the transaction provides evidence of acquiree’s identifiable net assets.
an impairment of the asset transferred.
Initially, Non controlling interest is measured at
Non-controlling interest represents the proportion
proportionate share of the recognised amounts of the
of income, other comprehensive income and net
acquiree’s identifiable net assets.
assets in subsidiaries that is not attributable to the
Company’s shareholders. Considering the substance When a business combination is achieved in stages, the
of the agreements entered into with the group captive Group’s previously held equity interest in the acquiree
customers, the profits/losses of the subsidiaries is remeasured to its acquisition-date fair value and
operating under group captive mode are absorbed by the resulting gain or loss, if any, is recognised in
the Company. consolidated statement of profit and loss. Amounts
In case Group loses control of a subsidiary on its arising from interests in the acquiree prior to the
disposal, the difference between the proceeds from acquisition date that have previously been recognised
disposal of investments in a subsidiary and the carrying in other comprehensive income are reclassified to
amount of its net assets as on the date of disposal is consolidated statement of profit and loss where such
recognized in the Consolidated Statement of Profit and treatment would be appropriate if that interest were
Loss. disposed of.
Acquisitions of businesses are accounted for using Goodwill arising on an acquisition of a business is
the acquisition method. In this method, acquirer’s carried at cost as established at the date of acquisition
identifiable assets, liabilities and contingent liabilities of the business (see note 3.4 above) less accumulated
that meet condition for recognition are recognized at impairment losses, if any.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
For the purposes of impairment testing, goodwill is Cash and cash equivalent in the balance sheet comprise
allocated to each of the Group’s cash-generating units cash at banks and on hand and short-term deposits
that is expected to benefit from the synergies of the with original maturity of three months or less, which
combination. are subject to an insignificant risk of changes in value.
In the Consolidated Statement of Cash Flows, cash
A cash-generating unit to which goodwill has been
and cash equivalents consist of cash and short term
allocated is tested for impairment annually, or more
deposits, as defined above, net of outstanding bank
frequently when there is an indication that the unit
overdrafts, if any as they are considered as integral part
may be impaired. If the recoverable amount of the
of the Company’s cash management.
cash-generating unit is less than its carrying amount,
the impairment loss is allocated first to reduce the 3.8 Taxation
carrying amount of any goodwill allocated to the unit
Income tax expense represents the sum of the current
and then to the other assets of the unit pro rata based
tax and deferred tax.
on the carrying amount of each asset in the unit. Any
impairment loss for goodwill is recognised directly 3.8.1 Current tax
in consolidated statement of profit and loss. An The tax currently payable is based on taxable profit for
impairment loss recognised for goodwill is not reversed the year. Taxable profit differs from ‘profit before tax’
in subsequent periods. as reported in the consolidated statement of profit and
On disposal of the relevant cash-generating unit, the loss because of items of income or expense that are
attributable amount of goodwill is included in the taxable or deductible in other years and items that are
determination of the profit or loss on disposal. never taxable or deductible. The Group’s current tax
is calculated using tax rates and laws that have been
The Group’s policy for goodwill arising on the acquisition enacted or substantively enacted by the end of the
of an associate is described in note 3.22 below. reporting period.
3.6 Inventories 3.8.2 Deferred tax
Raw materials and stores and spares are stated at Deferred tax is recognised on temporary differences
the lower of cost and net realisable value. Costs of between the carrying amounts of assets and liabilities
inventories are determined on a weighted average basis in the consolidated financial statements and the
and includes all direct cost incurred in bringing such corresponding tax bases used in the computation of
inventories to their present location and condition. Net taxable profit. Deferred tax liabilities are generally
realisable value represents the estimated selling price recognised for all taxable temporary differences.
for inventories less all estimated costs of completion Deferred tax assets are generally recognised for all
and costs necessary to make the sale. deductible temporary differences to the extent that it
Due allowance is made to the carrying amount of is probable that taxable profits will be available against
inventory based on Management’s assessment/ which those deductible temporary differences can be
technical evaluation and past experience of the Group utilised.
taking into account its age, usability, obsolescence, Deferred tax liabilities are recognised for taxable
expected realisable value etc. temporary differences associated with investment in
3.7 Cash Flow Statement subsidiaries and associate, except where the Group is
able to control the reversal of the temporary difference
Cash flows are reported using the indirect method, and it is probable that the temporary difference will
whereby profit before tax is adjusted for the effects not reverse in the foreseeable future. Deferred tax
of transactions of non-cash nature, any deferrals or assets arising from deductible temporary differences
accruals of past or future operating cash receipts or associated with such interests are recognised only to
payments and item of income or expenses associated the extent that it is probable that there will be sufficient
with investing or financing cash flows. The cash flows taxable profits against which to utilise the benefits of
are segregated into operating, investing and financing the temporary differences and they are expected to
activities. reverse in the foreseeable future.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
The carrying amount of deferred tax assets is reviewed ready for its intended use and other incidental expenses
at the end of each reporting period and reduced to incurred up to that date. Subsequent expenditure
the extent that it is no longer probable that sufficient relating to property, plant and equipment’s is capitalised
taxable profits will be available to allow all or part of the only if such expenditure results in an increase in the
deferred tax asset to be utilized. future benefits from such asset beyond its previously
assessed standard of performance.
Deferred tax liabilities and assets are measured at the
tax rates that are expected to apply in the period in Property, plant and equipment acquired and put to use
which the liability would be settled or the asset realised, for project purpose are capitalised and depreciation
based on tax rates (and tax laws) that have been enacted thereon is included in the project cost till the project is
or substantively enacted by the end of the reporting ready for its intended use.
period.
Any part or components of property, plant and
The measurement of deferred tax liabilities and assets equipment which are separately identifiable and
reflects the tax consequences that would follow from expected to have a useful life which is different from
the manner in which the Group expects, at the end of that of the main assets are capitalised separately,
the reporting period, to recover or settle the carrying based on the technical assessment of the management.
amount of its assets and liabilities.
Projects under which assets are not ready for their
Deferred tax assets include Minimum Alternative Tax intended use and other capital work-in-progress
(MAT) paid in accordance with the tax laws in India, are carried at cost, comprising direct cost, related
which is likely to give future economic benefits in the incidental expenses and attributable interest.
form of availability of set off against future income tax
Property, plant and equipment retired from active use
liability. Accordingly, MAT is recognised as deferred
and held for sale are stated at the lower of their net
tax asset in the balance sheet when the asset can be
book value and net realisable value and are disclosed
measured reliably and it is probable that the future
separately.
economic benefit associated with asset will be realised.
Capital work in progress represents projects under
3.8.3 Current and deferred tax for the year
which the property, plant and equipment’s are not yet
Current and deferred tax expense is recognised ready for their intended use and are carried at cost
in the Consolidated Statement of Profit and Loss. determined as aforesaid.
When they relate to items that are recognised in
3.10 Depreciation
other comprehensive income or directly in equity, the
current and deferred tax are also recognised in other
Depreciation on property, plant and equipment
comprehensive income or directly in equity respectively. is provided pro-rata for the periods of use on the
straightline method at the rates specified in Schedule II
Deferred tax has not been recognised in these
to the Companies Act, 2013 except in respect of certain
consolidated financial statements since Group is
assets mentioned below which are provided for at the
incurring losses and is no longer probable that sufficient
rates based on the estimated useful lives of the assets,
taxable profits will be available in near future for the
as determined by the Management.
deferred tax asset to be utilised.
Plant and Equipment in the nature of Electrical
3.9 Property plant and equipment (PPE)
equipment including transmission facilities are
Property, plant and equipment are carried at cost less depreciated over a period of 22 to 27 years considering
accumulated depreciation and impairment losses, if any. the nature of the facilities and technical evaluation.
The cost of property, plant and equipment comprises
Individual assets costing less than Rs. 5,000 each are
the purchase price net of any trade discounts and
depreciated in the year of purchase considering the
rebates, any import duties and other taxes (other than
type and usage pattern of these assets.
those subsequently recoverable) and includes interest
on borrowings attributable to acquisition of qualifying Leasehold improvements are depreciated over the
property, plant and equipment up to the date the asset is primary lease period.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Depreciation is accelerated on property, plant and lease incentives received, plus any initial direct costs
equipment, based on their condition, usability, etc. as incurred and an estimate of costs to be incurred by
per the technical estimates of the Management, where the lessee in dismantling and removing the underlying
necessary. asset or restoring the underlying asset or site on which
it is located. The right-of-use assets is subsequently
Buildings and Plant and Machinery on land/plant
measured at cost less any accumulated depreciation,
obtained on a lease arrangement are depreciated over
accumulated impairment losses, if any and adjusted for
the term of the arrangement.
any remeasurement of the lease liability. The right-of-
3.11 Intangible assets use assets is depreciated using the straightline method
Intangible assets are carried at cost less accumulated from the commencement date over the shorter of lease
amortisation and impairment losses, if any. term or useful life of right-of-use asset. The estimated
useful lives of right-of-use assets are determined on the
Intangible assets with finite useful lives that are same basis as those of property, plant and equipment.
acquired separately are carried at cost less accumulated Right of- use assets are tested for impairment whenever
amortisation and accumulated impairment losses. there is any indication that their carrying amounts
Amortisation is recognised on a straight line basis over may not be recoverable. Impairment loss, if any, is
the estimated useful lives. The estimated useful life recognised in the statement of profit and loss.
and amortisation method are reviewed at the end of
each reporting period, with the effect of any changes in The Company measures the lease liability at the present
estimate being accounted for on prospective basis. value of the lease payments that are not paid at the
commencement date of the lease. The lease payments
An Intangible asset is derecognised on disposal or when
are discounted using the interest rate implicit in the
no future economic benefits are expected from use or
lease, if that rate can be readily determined. If that
disposal. Gains or losses arising from derecognition
rate cannot be readily determined, the Company
of an intangible asset is measured as the difference
uses incremental borrowing rate. For leases with
between the net disposal proceeds and the carrying
reasonably similar characteristics, the Company, on a
amount of the asset and is recognised in the statement
lease by lease basis, may adopt either the incremental
of profit and loss.
borrowing rate specific to the lease or the incremental
3.12 Leases borrowing rate for the portfolio as a whole. The lease
payments shall include fixed payments, variable lease
A contract is, or contains, a lease if the contract conveys
payments, residual value guarantees, exercise price of
the right to control the use of an identified asset for a
a purchase option where the Company is reasonably
period of time in exchange for consideration.
certain to exercise that option and payments of
Company as a lessee penalties for terminating the lease, if the lease term
The Company accounts for each lease component reflects the lessee exercising an option to terminate the
within the contract as a lease separately from non- lease. The lease liability is subsequently remeasured
lease components of the contract and allocates the by increasing the carrying amount to reflect interest
consideration in the contract to each lease component on the lease liability, reducing the carrying amount to
on the basis of the relative stand-alone price of the reflect the lease payments made and remeasuring the
lease component and the aggregate stand-alone price carrying amount to reflect any reassessment or lease
of the non-lease components. modifications or to reflect revised in-substance fixed
lease payments.
The Company recognises right-of-use asset
representing its right to use the underlying asset for the
The Company recognises the amount of the
lease term at the lease commencement date. The cost remeasurement of lease liability due to modification as
of the right of- use asset measured at inception shall an adjustment to the right-of-use asset and statement
comprise of the amount of the initial measurement of profit and loss depending upon the nature of
of the lease liability adjusted for any lease payments modification. Where the carrying amount of the rightof-
made at or before the commencement date less any use asset is reduced to zero and there is a further
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
reduction in the measurement of the lease liability, not reassessed whether a contract, is or contains a
the Company recognises any remaining amount of the lease, at the date of initial application, relied on its
remeasurement in statement of profit and loss. assessment of whether leases are onerous, applying Ind
AS 37 immediately before the date of initial application
The Company has elected not to apply the requirements
as an alternative to performing an impairment review,
of Ind AS 116 Leases to short term leases of all assets
excluded initial direct costs from measuring the
that have a lease term of 12 months or less and leases
rightof-use asset at the date of initial application and
for which the underlying asset is of low value. The lease
used hindsight when determining the lease term if the
payments associated with these leases are recognised
contract contains options to extend or terminate the
as an expense on a straight-line basis over the lease
lease. The Company has used a single discount rate to
term.
a portfolio of leases with similar characteristics.
The Company chose to present Right of use assets
3.13 Revenue recognition
along with the property plant and equipment, as if they
were owned. Effective April 01, 2018, the Group adopted Ind AS
115, ‘Revenue from Contracts with Customers’.
Company as a lessor
Modified retrospective method is adopted during the
At the inception of the lease the Company classifies implementation of the standard. Application of this
each of its leases as either an operating lease or standard does not have any impact on the revenue
a finance lease. The Company recognises lease recognition and measurement.
payments received under operating leases as income
Revenue from Operations- Sale of Power
on a straight-line basis over the lease term. In case of
a finance lease, finance income is recognised over the The group derives revenue primarily from Sale of power.
lease term based on a pattern reflecting a constant
Revenue from the sale of power is recognised on the
periodic rate of return on the lessor’s net investment in
basis of the number of units of power exported, in
the lease. When the Company is an intermediate lessor
accordance with joint meter readings undertaken
it accounts for its interests in the head lease and the
on a monthly basis by representatives of the State
sublease separately. It assesses the lease classification
Electricity Board and the Group, at rates agreed upon
of a sub-lease with reference to the right-of-use asset
with customers and when there is no uncertainty in
arising from the head lease, not with reference to
realising the same. Transmission, System Operating and
the underlying asset. If a head lease is a short term
Wheeling/Other Charges payable to State Electricity
lease to which the Company applies the exemption
Boards on sale of power is reduced from Revenue.
described above, then it classifies the sub-lease as an
operating lease. Revenue from the end of the last invoicing to the
reporting date is recognized as unbilled revenue and are
If an arrangement contains lease and non-lease
classified as contract assets.
components, the Company applies Ind AS 115 Revenue
from contracts with customers to allocate the The company accounts for volume discounts and pricing
consideration in the contract. incentives to customers as a reduction of revenue based
on the ratable allocation of the discounts/ incentives
Company as a lessee to each of the underlying performance obligation that
Operating leases corresponds to the progress by the customer towards
earning the discount/ incentive.
For transition, the Company has elected not to apply the
requirements of Ind AS 116 to leases which are expiring Other Operating Revenues
within 12 months from the date of transition by class of a. Renewable Energy Certificate (REC) Income
asset and leases for which the underlying asset is of low
value on a lease-by-lease basis. The Company has also Income arising from REC is initially recognised in
used the practical expedient provided by the standard respect of the number of units of power exported
when applying Ind AS 116 to leases previously classified at the minimum expected realisable value,
as operating leases under Ind AS 17 and therefore, has determined based on the rates specified under
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
b. Others The cost of the defined benefit plans and the present
(i)
Income in the form of Generation Based value of the defined benefit obligation are recognized
Incentives are accounted for in the year of based on actuarial valuation using the projected
generation for eligible Units when there is no unit credit method. An actuarial valuation involves
uncertainty in receiving the same. making various assumptions that may differ from
actual developments in the future. These include
(ii)
Income from services is recognized upon
the determination of the discount rate, future salary
rendering services, in accordance with the
terms of contract. increases and mortality rates. Due to the complexities
involved in the valuation and its long term nature, a
The Group presents revenues net of indirect taxes
defined benefit obligation is highly sensitive to changes
in its statement of Profit and loss.
in these assumptions. All assumptions are reviewed at
Other Income each reporting date.
(i) Dividend from investments is recognised when
The Group accrues for liability towards Gratuity which is
the shareholder’s right to receive payment is
established and it is probable that the economic a defined benefit plan. The present value of obligation
benefits will flow to the Group and the amount can under such defined benefit plan is determined based on
be measured reliably. actuarial valuation as at the balance sheet date, using
the Projected Unit Credit Method. Actuarial gains and
(ii)
Interest income from a financial asset is
losses are recognized in the Consolidated Statement
recognised when it is probable that the economic
of Other comprehensive income in the period in which
benefits will flow to the Group and the amount of
income can be measured reliably. Interest income they occur and are not deferred.
is accrued on a time basis, by reference to the In accordance with Indian law, the company and its
principal outstanding and the effective rate of subsidiaries in India operate a scheme of gratuity which
interest applicable, which is the rate that exactly is a defined benefit plan. The gratuity plan provides for a
discounts estimated future cash receipts through lump sum payment to vested employees at retirement,
the expected life of the financial asset to that death while in employment or on termination of
asset’s net carrying amount on initial recognition. employment of an amount equivalent to 15 days’ salary
(iii) Insurance claims are accounted for on the basis payable for each completed year of service. Vesting
of claims admitted/expected to be admitted and occurs upon completion of five continuous years of
to the extent that the amount recoverable can be service. The Company formed a trust for making the
measured reliably and it is reasonable to expect contributions. These contributions are classified as
ultimate collection. plan assets and the corpus is managed by the Life
3.14 Employee Benefits Insurance Corporation of India.
Employee benefits are accrued in the period in which The plan assets are adjusted against the gratuity liability.
the associated services are rendered by employees Any excess of Plan assets over the liability is grouped
of the Group, as detailed below: under non-current/current assets respectively.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Short Term benefits are retranslated at the rates prevailing at the date when
the fair value was determined. Non-monetary items
Short term employee benefits at the Balance Sheet
date, including short term compensated absences, are that are measured in terms of historical cost in a foreign
recognized as an expense as per the Group’s scheme currency are not retranslated.
based on expected obligations on an undiscounted Exchange differences on monetary items are recognised
basis.
in the consolidated statement of profit and loss in the
Long term employee benefits year in which they arise except for:
The Group’s accounts for its liability towards long term a)
exchange differences on foreign currency
compensated absences based on the actuarial valuation borrowings relating to assets under construction
done as at the Balance Sheet date by an independent for future productive use, which are included in
actuary using the Projected Unit Credit Method.
the cost of those assets when they are regarded
All gains/losses due to actuarial valuations are as an adjustment to interest costs on those foreign
immediately recognized in the Consolidated Statement currency borrowings.
of profit and loss.
Assets and liabilities of entities with functional
3.15 Government grants currency other than presentation currency are
Government grants, including non-monetary grants at translated to the presentation currency (INR) using
fair value, are not recognised until there is reasonable closing exchange rates prevailing on the last day of
assurance that the Group will comply with the conditions the reporting period. Income and expense items
attached to them and that the grants will be received. are translated using average exchange rates for
Government grants whose primary condition is that the period. Exchange differences arising, if any,
the Group should purchase, construct or otherwise are recognized in other comprehensive income
acquire non-current assets and non-monetary grants and accumulated in equity as “Foreign currency
are recognised and disclosed as ‘deferred income’ as translation reserve”.
noncurrent liability in the Consolidated Balance Sheet
3.17 Borrowing Costs
and recognized in the consolidated statement of profit
and loss on a systematic and rational basis over the Borrowing costs specifically identified to the acquisition
useful lives of the related assets. or construction of qualifying assets are capitalized
3.16 Foreign Currencies as part of such assets. A qualifying asset is one that
necessarily takes a substantial period of time to get
Items included in the financial statements of each of
ready for the intended use. All other borrowing costs
the Group’s entities are measured using the currency of
the primary economic environment in which the entity are charged to the consolidated statement of profit and
operates (the “functional currency”). The consolidated loss.
financial statements are presented in Indian Rupees, Capitalisation of borrowing costs is suspended and
which is the Company’s functional currency and the
charged to the consolidated statement of profit and
Group’s presentation currency.
loss during extended periods when active development
In preparing the financial statements of each individual activity on the qualifying assets is interrupted.
group entity, transactions in currencies other than
the respective entities’ functional currency (foreign Interest income earned on temporary investment of
currencies) are recognised at the rates of exchange specific borrowings pending their expenditure on
prevailing at the dates of the transactions. At the end qualifying assets is deducted from the borrowing costs
of each reporting period, monetary items denominated eligible for capitalization. Borrowing costs that are not
in foreign currencies are retranslated at the rates directly attributable to a qualifying asset are recognised
prevailing at that date. Non-monetary items carried at in the consolidated statement of profit and loss using
fair value that are denominated in foreign currencies the effective interest method (EIR).
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
3.18 Financial instruments profit and loss as finance costs. The change in
the fair value of the hedged item attributable to
Financial assets and financial liabilities are recognised
the risk hedged is recorded as part of the carrying
when the group becomes a party to the contractual
value of the hedged item and is also recognised
provisions of the instruments.
in the consolidated statement of profit and loss
Financial assets and financial liabilities are initially as finance costs. For fair value hedges relating to
measured at fair value. Transaction costs that are items carried at amortised cost, any adjustment to
directly attributable to the acquisition or issue of carrying value is amortised through consolidated
financial assets and financial liabilities (other than statement of profit and loss over the remaining
financial assets and financial liabilities at fair value term of the hedge using the EIR method. EIR
through profit or loss) are added to or deducted from the amortisation may begin as soon as an adjustment
fair value of the financial assets or financial liabilities, exists and no later than when the hedged item
as appropriate, on initial recognition. Transaction costs ceases to be adjusted for changes in its fair value
directly attributable to the acquisition of financial attributable to the risk being hedged.
assets or financial liabilities at fair value through profit
If the hedged item is derecognised, the
or loss are recognised immediately in the consolidated
unamortised fair value is recognised immediately
statement of profit and loss.
in the consolidated statement of profit and loss.
3.19 Derivative financial instruments
ii) Cash flow hedges
The Company uses derivative financial instruments,
such as forward currency contracts to hedge its foreign The effective portion of the gain or loss on the
currency risks. Such derivative financial instruments hedging instrument is recognised in OCI in the cash
are initially recognised at fair value on the date on flow hedge reserve, while any ineffective portion is
which a derivative contract is entered into and are recognised immediately in the statement of profit
subsequently re-measured at fair value. Derivatives are and loss.
carried as financial assets when the fair value is positive Amounts recognised as OCI are transferred to
and as financial liabilities when the fair value is negative.
profit or loss when the hedged transaction affects
Any gains or losses arising from changes in the fair value profit or loss, such as when the hedged financial
of derivatives are taken directly to profit or loss, except income or financial expense is recognised.
for the effective portion of cash flow hedges, which is
3.20 Financial assets
recognised in OCI and later reclassified to profit or loss
when the hedge item affects profit or loss. All regular way purchases or sales of financial assets
are recognised and derecognised on a trade date basis.
For the purpose of hedge accounting, hedges are
classified as: Regular way purchases or sales are purchases or sales
of financial assets that require delivery of assets within
• Fair value hedges when hedging the exposure to the time frame established by regulation or convention
changes in the fair value of a recognised asset or in the marketplace.
liability or an unrecognised firm commitment.
All recognised financial assets are subsequently
• Cash flow hedges when hedging the exposure to measured in their entirety at either amortised cost
variability in cash flows that is either attributable
or fair value, depending on the classification of the
to a particular risk associated with a recognised
financial assets.
asset or liability.
3.20.1 Classification of financial assets
Hedges that meet the criteria for hedge accounting are
accounted for, as described below: Debt instruments that meet the following conditions
are subsequently measured at amortised cost (except
i) Fair value hedges:
for debt instruments that are designated as at fair value
The change in the fair value of a hedging instrument through consolidated statement of profit and loss on
is recognised in the consolidated statement of initial recognition):
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
• the asset is held within a business model whose Income is recognised on an effective interest basis
objective is to hold assets in order to collect for debt instruments other than those financial assets
contractual cash flows; and classified as at FVTPL. Interest income is recognised
in consolidated statement of profit and loss and is
• the contractual terms of the instrument give rise
included in the “Other income” line item.
on specified dates to cash flows that are solely
payments of principal and interest on the principal 3.20.3 Investments in equity instruments at FVTOCI
amount outstanding. On initial recognition, the Group can make an irrevocable
Debt instruments that meet the following conditions election (on an instrument-by-instrument basis) to
are subsequently measured at fair value through other present the subsequent changes in fair value in other
comprehensive income (except for debt instruments comprehensive income pertaining to investments in
that are designated as at fair value through profit or loss equity instruments. This election is not permitted if
on initial recognition) : the equity investment is held for trading. These elected
investments are initially measured at fair value plus
• the asset is held within a business model whose transaction costs. Subsequently, they are measured at
objective is achieved both by collecting contractual fair value with gains and losses arising from changes in
cash flows and selling financial assets; and fair value recognised in other comprehensive income
• the contractual terms of the instrument give rise and accumulated in the ‘Reserve for equity instruments
on specified dates to cash flows that are solely through other comprehensive income’. The cumulative
payments of principal and interest on the principal gain or loss is not reclassified to consolidated statement
amount outstanding. of profit and loss on disposal of the investments.
Changes in the carrying amount of FVTOCI monetary A financial asset is held for trading if:
financial assets relating to changes in foreign currency • It has been acquired principally for the purpose of
rates are recognised in consolidated statement of selling it in the near term; or
profit and loss. Other changes in the carrying amount
• On initial recognition it is part of a portfolio of
of FVTOCI financial assets are recognised in other
identified financial instruments that the Group
comprehensive income and accumulated under the
manages together and has a recent actual pattern
heading of ‘Reserve for debt instruments through
of short-term profit-taking; or
other comprehensive income’. When the investment
is disposed of or is determined to be impaired, the • It is a derivative that is not designated and effective
cumulative gain or loss previously accumulated in this as a hedging instrument or a financial guarantee.
reserve is reclassified to consolidated statement of Changes in the carrying amount of investments in equity
profit and loss. instruments at FVTOCI relating to changes in foreign
All other financial assets are subsequently measured at currency rates are recognised in other comprehensive
fair value. income.
3.20.2 Amortised cost and Effective interest method 3.20.4 Impairment of financial assets
The effective interest method is a method of calculating Loss allowance for expected credit losses is recognised
the amortised cost of a debt instrument and of for financial assets measured at amortised cost and fair
allocating interest income over the relevant period. The value through other comprehensive income.
effective interest rate is the rate that exactly discounts Loss allowance equal to the lifetime expected credit
estimated future cash receipts (including all fees and losses is recognised if the credit risk on the financial
points paid or received that form an integral part of instruments has significantly increased since initial
the effective interest rate, transaction costs and other recognition. For financial instruments whose credit risk
premiums or discounts) through the expected life of has not significantly increased since initial recognition,
the debt instrument, or, where appropriate, a shorter loss allowance equal to twelve months expected credit
period, to the net carrying amount on initial recognition. losses is recognised.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Financial liabilities and equity instruments issued by (iii) Derecognition of financial liabilities
the Group are classified according to the substance of
The Group derecognises financial liabilities
the contractual arrangements and the definitions of a when, and only when, the Group’s obligations
financial liability and an equity instrument. are discharged, cancelled or they expire. The
3.21.2 Equity instruments difference between the carrying amount of
the financial liability derecognised and the
An equity instrument is any contract that evidences
consideration paid and payable is recognised in
a residual interest in the assets of an entity after
the consolidated statement of profit and loss.
deducting all of its liabilities. Equity instruments issued
by the Group are recognized at the proceeds received, 3.21.4 Offsetting of financial assets and liabilities
net of direct issue costs. Financial assets and financial liabilities are offset when
3.21.3 Financial liabilities the group has a legally enforceable right (not contingent
on future events) to off-set the recognised amounts
(i) Financial Liabilities
either to settle on a net basis, or to realise the assets
Trade and other payables are initially measured and settle the liabilities simultaneously.
at fair value, net of transaction costs, and are
3.22 Investments in associates
subsequently measured at amortised cost, using
the effective interest rate method. Interest- An associate is an entity over which the Group has
bearing bank loans, overdrafts and issued significant influence. Significant influence is the power
debt are initially measured at fair value and are to participate in the financial and operating policy
subsequently measured at amortised cost using decisions of the investee but is not control or joint
the effective interest rate method. control over those policies.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
The results, assets and liabilities of associates are investment in an associate and that event (or events)
incorporated in the Consolidated Financial Statements has an impact on the estimated future cashflows from
using the equity method of accounting, except when the net investment that can be reliably estimated. If
the investment, or a portion thereof, is classified there exists such an objective evidence of impairment,
as held for sale, in which case it is accounted for in then it is necessary to recognise impairment loss with
accordance with Ind AS 105. Under the equity method, respect to the Group’s investment in associate.
an investment in an associate is initially recognised in
When necessary, the entire carrying amount of the
the Consolidated Balance Sheet at cost and adjusted
investment (including goodwill) is tested for impairment
thereafter to recognize the Group’s share of profit or
in accordance with Ind AS 36 “ Impairment of Assets”
loss and other comprehensive income of the associate.
as a single asset by comparing its recoverable amount
Distributions received from an associate reduces the
(higher of value in use and fair value less cost of
carrying amount of investment. When the Group’s share
disposal) with its carrying amount. Any impairment
of losses of an associate exceeds the Group’s interest in
loss recognised forms part of the carrying amount
that associate, the Group discontinues recognizing its
of the investment. Any reversal of that impairment
share of further losses. Additional losses are recognized
loss is recognised in accordance with Ind AS 36 to the
only to the extent that the Group has incurred legal or
extent that the recoverable amount of the investment
constructive obligations or made payments on behalf of
subsequently increases.
the associate.
The Group assesses investments in equityaccounted
Loans advanced to Associate, that have the
entities, whether there is any objective evidence
characteristics of equity financing are also included
of impairment, whenever events or changes in
in the investment of the Group’s Consolidated Balance
circumstances indicate that the carrying value may not
Sheet. The Group’s share of amounts recognized
be recoverable. If any such indication of impairment
directly in equity by Associate is recognized in the
exists, the carrying amount of the investment is
Group’s consolidated statement of changes in equity.
compared with its recoverable amount, being the
An investment in an associate is accounted for higher of its fair value less costs of disposal and value
using the equity method from the date on which the in use. If the carrying amount exceeds the recoverable
investee becomes an associate. On acquisition of the amount, the investment is written down to its
investment in an associate, any excess of the cost of the recoverable amount. Any reversal of that impairment
investment over the Group’s share of the net fair value loss is recognized in accordance with Ind AS 36 to the
of the identifiable assets and liabilities of the investee extent that the recoverable amount of the investment
is recognised as goodwill, which is included within the subsequently increases.
carrying amount of the investment. Any excess of the
The Group discontinues the use of the equity method
Group’s share of the net fair value of the identifiable
of accounting from the date on which it no longer has
assets and liabilities over the cost of the investment,
significant influence over the associate or when the
after reassessment, is recognised directly in equity as
interest becomes classified as an asset held for sale.
capital reserve in the period in which the investment is
acquired. When the Group retains an interest in the former
associate and the retained interest is a financial asset,
Unrealized gains on transactions between the group
the Group measures the retained interest at fair value
and Associates are eliminated to the extent of the
at that date and the fair value is regarded as its fair
Group’s interest in Associates. Unrealized losses are
value on initial recognition in accordance with Ind
also eliminated to the extent of Group’s interest unless
AS 109. The difference between the carrying amount
the transaction provides evidence of an impairment of
of the associate at the date the equity method was
the asset transferred.
discontinued, and the fair value of any retained interest
After application of the equity method of accounting, and any proceeds from disposing of a part interest in the
the Group determines whether there is any objective associate is included in the determination of the gain or
evidence of impairment as a result of one or more loss on disposal of the associate . In addition, the Group
events that occurred after initial recognition of the net accounts for all amounts previously recognised in other
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
comprehensive income in relation to that associate on current market assessments of the time value of
the same basis as would be required if that associate money and the risks specific to the asset for which the
had directly disposed of the related assets or liabilities. estimates of future cash flows have not been adjusted.
Therefore, if a gain or loss previously recognised in
If the recoverable amount of an asset (or cash
other comprehensive income by that associate would
generating unit) is estimated to be less than its carrying
be reclassified to consolidated statement of profit and
amount, the carrying amount of the asset (or cash-
loss on the disposal of the related assets or liabilities,
generating unit) is reduced to its recoverable amount.
the Group reclassifies the gain or loss from equity to
profit or loss (as a reclassification adjustment) when the An impairment loss is recognised immediately in
equity method is discontinued. consolidated statement of profit and loss.
Basic earnings per share are computed by dividing the The amount recognised as a provision is the best
net profit after tax by the weighted average number of estimate of the consideration required to settle the
equity shares outstanding during the period. Diluted present obligation at the end of the reporting period,
earnings per share is computed by dividing the profit taking into account the risks and uncertainties
after tax by the weighted average number of equity surrounding the obligation. When a provision is
shares considered for deriving basic earnings per share measured using the cash flows estimated to settle the
and also the weighted average number of equity shares present obligation, its carrying amount is the present
that could have been issued upon conversion of all value of those cash flows (when the effect of the time
dilutive potential equity shares. value of money is material).
Further, the Basic and Diluted earnings per share Contingent assets are disclosed in the consolidated
attributable to the equity shareholders of the Holding financial statements by way of notes to accounts when
Company are presented separately for continuing and an inflow of economic benefits is probable.
discontinuing operations for the year.
Contingent liabilities are disclosed in the consolidated
3.24 Impairment of Assets financial statements by way of notes to accounts,
At the end of each balance sheet date, the Group unless possibility of an outflow of resources embodying
assesses whether there is any indication that any economic benefit is remote.
Property, plant and equipment and intangible assets 3.26 Non-Current assets held for sale
with finite lives may be impaired. If any such indication
exists, the recoverable amount of the asset is estimated Non-current assets (including disposal groups) are
to determine the extent of the impairment, if any. When classified as held for sale if their carrying amount will be
it is not possible to estimate the recoverable amount of recovered principally through a sale transaction rather
an individual asset, the Group estimates the recoverable than through continuing use and a sale is considered
amount of the cash generating unit to which the asset highly probable.
belongs. Non-current assets classified as held for sale are
Recoverable amount is the higher of fair value less costs measured at lower of their carrying amount and fair
of disposal and value in use. In assessing value in use, value less cost to sell. Non-current assets classified as
the estimated future cash flows are discounted to their held for sale are not depreciated or amortised from the
present value using a pre-tax discount rate that reflects date when they are classified as held for sale.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Non-current assets classified as held for sale and the based on the dominant source, nature of risks and
assets and liabilities of a disposal group classified as returns and the internal organisation and management
held for sale are presented separately from the other structure.
assets and liabilities in the Balance Sheet.
Ind AS 108 operating segment requires Management
A discontinued operation is a component of the entity to determine the reportable segments for the purpose
that has been disposed off or is classified as held for of disclosure in financial statements based on the
sale and: internal reporting reviewed by the CODM to assess
performance and allocate resource. The standard also
• represents a separate major line of business or required Management to make judgments with respect
geographical area of operations and; to recognition of segments. Accordingly, the Group
• is part of a single co-ordinated plan to dispose of recognizes Generation of Power through Renewable
such a line of business or area of operations. Sources as its sole segment.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Effective Ownership
Sl. Principal Country of Interest as at
Name of the Subsidiary Relationship
NO. Activity Incorporation March 31, March 31,
2022 2021
10 Statt Orient Energy (Private) Limited Sri Lanka Subsidiary Disposed 90.00%
during the
year
11 Amrit Environmental Technologies India Subsidiary 74.00% 74.00%
Private Limited
*Refer note- 44- related party transactions
The following are the list of associates of the Company that are consolidated:
Effective Ownership/
Sl. Country of Beneficial Interest as at
Name of the Company Principal Activity Relationship
NO Incorporation March 31, March 31,
2022 2021
Generation and sale of
1 Pallavi Power and Mines Limited power from Renewable India Associate 38.87% 38.87%
energy sources
(Also refer note-48b)
4. Critical accounting assumptions usage of the asset, the operating condition of the asset,
past history of replacement, anticipated technological
The preparation of Consolidated Financial Statements
changes, etc. The Group reviews the carrying amount
in conformity with Ind AS requires management to
of property, plant and equipment and intangible assets
make judgements, estimates and assumptions, that
at the end of each reporting period. This reassessment
affect the application of accounting policies and the
may result in change in depreciation expense in future
reported amounts of assets and liabilities, disclosures
of contingent liabilities at the date of the Consolidated periods.
Financial Statements and the reported amounts of Depreciation on property, plant and equipment is
revenue and expenses for the years presented. Actual provided pro-rata for the periods of use on the straight
results may differ from these estimates. line method (SLM) on the basis of useful life of the
Estimates and underlying assumptions are reviewed on property, plant and equipment mandated by Part C of
an ongoing basis. Revisions to accounting estimates Schedule II of the Companies Act, 2013 or the useful life
are recognised in the period in which the estimates are determined by the Group based on technical evaluation,
revised and in any future periods affected. whichever is lower, taking into account the nature of the
asset, the estimated usage of the asset, the operating
In particular, information about significant areas conditions of the asset, past history of replacement,
of estimation, uncertainty and critical judgments maintenance support, as per details given below:
in applying accounting policies that have the most
significant effect on the amounts recognized in the Description Useful life
Consolidated Financial Statements pertain to: Property, Plant and
4.1
Useful lives of property, plant and equipment and Equipment- Wind energy 22 – 27 years
generators
intangible assets
Furniture and Fixtures 10 years
The Group has estimated useful life of each class of
assets based on the nature of assets, the estimated Vehicles 10 years
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
March, 2021
Additions 92 - 7 7 1 10 4 150 - 271 - - -
Less: Other adjustments (Refer
- - - - - - - 212 - 212 - - -
note- 45.b)
Add/(Less): Effect of foreign
currency translation from functional - - (139) - - - - - - (139) - 9 9
currency to reporting currency
Less: Assets included in a disposal
587 - 2,286 - - - - - - 2,873 - - -
group classified as held for sale
Less:Disposals/transfers 27 - - - - - - - - 27 - - -
Gross Carrying Amount as at 31
16,173 44 2,04,817 30 27 36 55 5,764 307 2,27,253 15 1,023 1,038
CORPORATE OVERVIEW
March, 2022
Accumulated Depreciation/
Amortization
Balance as at 01 April, 2020 - 9 58,228 58 15 23 37 275 82 58,727 6 670 676
Depreciation/ Amortisation charge
- 2 8,600 - 2 1 11 281 51 8,948 3 148 151
during the year
Less: Disposals/Transfers - - - 36 - - 3 - - 39 - - -
Less: Assets included in a disposal
MANAGEMENT REPORTS
- - - - - - - - - - - - -
group classified as held for sale
Add: Effect of foreign currency
translation from functional currency - - 171 - - - - - - 171 - 35 35
to reporting currency
Balance as at 31 March,2021 - 11 66,999 22 17 24 45 556 133 67,807 9 853 862
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
FINANCIAL STATEMENTS
95
96
Tangible Assets Intangible Assets
Owned Right of Use Assets Total
Total
Particulars Property,
Furniture Technical Intangible
Land - Plant and Office Lease plant and Software
Buildings and Vehicles Computers Buildings equipment knowhow Assets
Freehold Equipment equipments hold Land (5b)
Fixtures (5a)
Depreciation/ Amortisation charge
- 2 8,385 - 2 3 8 289 20 8,709 3 150 153
during the year
Less: Disposals/Transfers - - - - - - - - - - - - -
Less: Assets included in a disposal
- - 2,169 - - - - - - 2,169 - - -
group classified as held for sale
Add/(Less): Effect of foreign
currency translation from functional - - (54) - - - - - - (54) - 8 8
currency to reporting currency
Balance as at 31 March,2022 - 13 73,161 22 19 27 53 845 153 74,293 12 1,011 1,023
Net Carrying Amount as at 31
Orient Green Power Company Limited
Notes
5 .1 All the above assets, other than the right of use assets are owned by the Company.
5.2 Depreciation, Amortisation and Impairment for the year comprises of the following:
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31 March, 2022 31 March 2021
(a) Loans Receivables considered good - Secured - -
(b) Loans Receivables considered good - Unsecured - 389
(c) Loans Receivables which have significant increase in Credit Risk - -
(d) Loans Receivables - credit impaired 6,603 6,550
Less: Impairment Allowance (6,603) (6,550)
Total - 389
Note: No loans or advances which are in the nature of loans have been granted by company to directors and KMPs
(as defined under the Companies Act, 2013) either severally or jointly with any other person.
Note 8 : Other Financial Assets - Non current
As at As at
Particulars
31 March, 2022 31 March 2021
(a) Security Deposits 176 157
Total 176 157
As at As at
Particulars
31 March, 2022 31 March 2021
(a) Advance Income Tax (Net of Provisions) 372 340
Total 372 340
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31 March, 2022 31 March 2021
(a) Capital Advances (Refer Note 10.1) 6,511 6,511
Less: Allowance for credit losses (2,256) (781)
Net Advances 4,255 5,730
(b) Others 315 679
Total 4,570 6,409
Note:
10.1. Considering the regulatory developments in Andhra Pradesh during the year FY 2019-20, the group (through M/s. Beta
Wind Farm Private Limited, one of the subsidiaries) could not proceed with Phase III power project. However, the Group is
confident of recovering substantial portion of capital advances given in this regard. Considering the above facts and the
comfort letter issued by SVL Ltd guaranteeing repayment, in case of non-recovery, no provision is required for the capital
advance amounting to Rs. 6,511 lakhs. Nevertheless, for the delay in recovering the said advances, the Group made provision
of Rs. 2,256 lakhs for expected credit losses till March 31, 2022.
Note 11 : Inventories (At lower of cost and net realizable value)
As at As at
Particulars
31 March, 2022 31 March 2021
(a) Stores & Spares 147 183
(b) Consumables 15 8
Total 162 191
Notes :
11.1 Cost of Inventories
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31 March, 2022 31 March, 2021
(a) Trade Receivables considered good - Secured - -
(b) Trade Receivables considered good - Unsecured 16,097 10,334
(c) Trade Receivables which have significant increase in Credit Risk - -
(d) Trade Receivables - credit impaired 994 1,891
Less: Allowances for credit losses (994) (1,891)
Total 16,097 10,334
Note:
13.1. The average credit period for trade receivables is 30 days.
13.2. Ageing of receivables -2022.
Outstanding for following periods
from due date of payment
Particulars Not due Less more Total
6 months 2-3
than 6 1-2 years than 3
- 1 year years
months years
> Undisputed trade receivables – considered good 4,653 1,448 3,423 194 243 546 10,507
> Undisputed trade receivables – which have
- - - - - - -
significant increase in credit risk
> Undisputed trade receivables – credit impaired - - - - - - -
> Disputed trade receivables – considered good - 212 1,208 1,388 1,501 1,856 6,165
> Disputed trade receivables – which have
- - - - - - -
significant increase in credit risk
> Disputed trade receivables – credit impaired - - - - 55 364 419
4,653 1,660 4,631 1,582 1,799 2,766 17,091
Less: Allowance for doubtful trade receivables -
(994)
billed
Trade Receivables billed - (Net) 16,097
Trade receivables - unbilled (Classified under
435
Other financial assets current, Note 15)
Total 16,532
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31 March, 2022 31 March, 2021
Cash and Bank Balances
(a) Cash on hand - -
(b) Balances with banks
(i) In current accounts 248 272
(ii) In foreign currency accounts 581 1,083
Total 829 1,355
As at As at
Particulars
31 March, 2022 31 March, 2021
Other Bank Balances
(i) In deposit accounts - -
(ii) In earmarked accounts 463 258
Total 463 258
Total (A+B) 1,292 1,613
As at As at
Particulars
31 March, 2022 31 March, 2021
(a) Security Deposits
- Unsecured and considered good 667 348
(b) REC Receivable (refer note 15.1 below) 2,436 2,158
Less: Allowances for credit losses (373) (241)
Net Receivable 2,063 1,917
(c) Other Receivables (Refer Note - 15.2 & 15.3 below) 1 225
(d) GBI Income Receivable 219 200
(e) Unbilled Revenue 435 445
Total 3,385 3,135
Note:
15.1. Considering the stay granted by the Supreme Court of India on the order issued by Central Electricity Regulatory Commission
(‘CERC’) on reduction of floor price, and based on the legal opinion obtained, the Group is confident of favourable decision
on the appeal with Hon’ble Supreme Court against the APTEL (Appellate Tribunal for Electricity at New Delhi) order and
realization of difference of Rs. 500/ REC aggregating to Rs. 2,071 lakhs in respect of the receivables as on 31st March 2017.
The Central Energy Regulatory Commission (CERC) in its order dated June 17, 2020 determining forbearance and floor
price for the Renewable Energy Certificates(RECs), revised the floor price and forbearance prices of Non Solar RECs as Nil
and Rs.1,000/- respectively. Considering the same, the group conservatively accrued the RECs at Rs 1/certificate and the
differential would be recognized as revenue upon sales of REC for previous year. However the said CERC order was set aside
by Appellate Tribunal for Electricity (APTEL) during the year. Consequently the trading of RECs resumed with a floor price of
Rs.1,000/REC. Accordingly, the group realized revenue of Rs.4,805 lakhs during the year.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
15.2 During the previous year, the company received Eur 135,000 as repayment of loan from one of its subsidiaries Orient Green
Power (Europe) B.V. However the funds were credited to the Company’s account subsequent to balance sheet date since
regulatory clearance was awaited. Accordingly, its equivalent Indian rupee amount is classified as other receivables as at
balance sheet date.
15.3 During the previous year, one of the subsidiaries M/s. Beta wind farm private limited (Beta) availed a term loan of Rs. 9,526 Lakhs
and the entire proceeds were utilized to repay of the External Commercial Borrowings (ECB) of USD 130 Lakh. Subsequent to
closure of loan, the underlying hedge contract is terminated and net settlements are made. Other receivables includes Rs. 108
lakhs, where funds are received in April 2021.
Note 16 : Other Current Assets
As at As at
Particulars
31 March, 2022 31 March, 2021
(a) Prepaid Expenses 314 513
(b) Advance for Expenses 741 13
(c) Balance with GST & other state authorities 130 252
(d) Others 20 11
Total 1,205 789
As at As at
Particulars
31 March, 2022 31 March, 2021
(a) Land 461 298
(b) Building 304 304
(c) Plant & Equipment 1,436 1,363
(d) Other Assets 3,026 3,001
Less: Provision made considering the realizable value (3,530) (2,941)
Total 1,697 2,025
Note:
17.1 The Group intends to dispose land acquired for development of Energy plantation. Considering the market value, impairment
has been recognized as and when the situation warrants. Accordingly, an impairment of Rs.60 lakhs (previous year - Rs. 15
lakhs) has been recognized during the year. The Group is in negotiation with some potential buyers and expects that the fair
value less costs to sell the land will be higher than the net carrying value.
17.2 Refer note 40 on discontinued operations
17.3 One of the Company’s subsidiaries viz. Amrit Environmental Technologies Private Limited has been shut down. During the
financial year 2015-16, the Board of Directors of the respective subsidiaries decided to sell the assets and wind down the
business. Accordingly, fair value has been calculated and impairment loss has been recognized in the books for the difference
between fair value and the carrying value. The Management expects that the net carrying value would be higher than the fair
value less costs to sell. During the year ended March 31, 2019, the group disposed 26% of shares in this subsidiary. Also refer
note 40.1 on discontinued operations.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
17.4 During the year, the group identified certain vacant land parcels and classified them as assets held for sale. Out of the same
ccertain land parcels were disposed and the resultant profit of Rs.300 lakhs is disclosed as an exceptional item. The unsold
land parcels are recognized at lower of book or net realizable value resulting in an impairment of Rs. 32 lakhs during the year.
During the previous year, the group disposed off windmills (capacity of 4.5MW), certain land parcels and certain other assets
resulting profit of Rs.844 lakhs is disclosed as an exceptional item.
17.5 The liabilities directly associated with assets held for sale have been identified by the management under Note 30.
Note 18 : Share Capital
Opening Closing
Particulars Fresh issue
Balance Balance
Equity shares with voting rights
Year ended 31 March, 2022
- Number of shares 750,723,977 - 750,723,977
- Amount (Rs. In lakhs) 75,072 - 75,072
Year ended 31 March, 2021
- Number of shares 750,723,977 - 750,723,977
- Amount (Rs. In lakhs) 75,072 - 75,072
18.2 Terms and Rights attached to equity shares
i. The company has only one class of equity shares having a par value of Rs.10 each. Each shareholder of equity shares is
entitled to one vote per share.
ii. In the event of liquidation, the equity shareholders will be entitled to receive the remaining assets of the company, after
distribution of all preferential amounts, in proportion to shareholding.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
18.3 Details of shares held by each shareholder holding more than 5% shares:
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31 March, 2022 31 March, 2021
(a) Capital Reserve on Consolidation
Opening balance 12,455 12,455
Less : Reduction on account of disposal of subsidiaries - -
Closing balance 12,455 12,455
(b) Securities premium account
Opening balance 80,203 80,203
Add : Premium on issue of shares - -
Closing balance 80,203 80,203
(c) Surplus / (Deficit) in Statement of Profit and Loss
Opening balance (122,910) (117,155)
Add: Profit/(Loss) for the year 3,498 (5,755)
Less: Impact of derecognition of subsidiaries consequent to loss of control (76) -
Closing balance (119,488) (122,910)
Total (A) (26,830) (30,252)
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Note:
Capital Reserve on consolidation: If the value of investment in subsidiary is less than the book value of the net assets acquired,
the difference represents Capital Reserve.
Surplus / (Deficit) in the Statement of Profit and Loss: This comprise of the undistributed profit after taxes.
Securities Premium account: The amount received in excess of face value of the equity shares is recognised in securities
premium reserve. The reserve is utilised in accordance with the provision of the Companies Act, 2013.
Foreign Currency Translation Reserve: Foreign currency translation reserve comprises all foreign currency differences arising
from the translation of the financial statements of foreign operations.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31 March, 2022 31 March, 2021
Provision for employee benefits:
(i) Provision for compensated absences 64 97
(ii) Provision for gratuity - 104
Total 64 201
As at As at
Particulars
31 March, 2022 31 March, 2021
(i) Secured - From Banks 2,194 2,195
(ii) Current maturities of long-term debt (Refer Note 20.1 and 20.2) 10,243 14,617
(iii) Interest payable
(a) Interest accrued and due on Long term borrowings - 41
(b) Interest accrued and not due on Long term borrowings 56 40
(c) Interest accrued on Short term borrowings 6 -
Total 12,499 16,893
Note:
24.1 Details of terms of repayment and security provided in respect of the secured Short term borrowings:
The short term borrowings obtained by the group are secured by assets identified in the loan agreements entered into by the
group which are in the nature of immovable property where the wind mills are located, trade receivables, inventory and other
financial assets relating to group. In the case of certain borrowings where the term stipulate, a Corporate Guarantee or a pledge
of shares held in the entities have been given/ made by some of the group companies. The above loans are repayable over a period
stipulated in the respective agreements. The interest rates rangning between 10.05% to 12.5% in the respect of the above loans
are in accordance with the terms of the respective loan arrangements.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31 March, 2022 31 March, 2021
(a) Total outstanding dues of micro and small enterprises - -
(b)
Total outstanding dues of creditors other than micro and small enterprises 1,872 2,103
Total 1,872 2,103
Trade payables ageing schedule
As at March 31, 2022
As at As at
Particulars
31 March, 2022 31 March, 2021
(i) Payable towards Investment - 250
(ii) Others - 2
Total - 252
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Note:
37.1 Payments to the Auditors Comprises:
For the year ended For the year ended
Particulars
31 March, 2022 31 March, 2021
As Statutory Auditors 54 54
Total 54 54
Note 38 : Exceptional Items
As at As at
Note Particulars
31 March, 2022 31 March, 2021
a. Profit/(Loss) on sale of assets (Net) (Refer Note 17.4) 300 844
b. Impairment (loss) on assets classified as held for sale (Refer Note 17.4) (32) -
c. Differential Tariff claim (Refer note 13.6) 2,441 -
d. Gain/(Loss) on modification of Lease (Refer note 45 b) 123 -
Total 2,832 844
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Besides above, exceptional items also include claim of interest on overdues from AP Discom according to terms and conditions
of Power Purchase Agreement. Further, a company which had approved a waiver of interest on loans granted to the Group, has
indicated its intention to charge the interest with effect from April 1, 2021. Though the group is in active negotiations for continuing
the interest waiver, an estimated provision for the year 2021-22 has been made on a prudent basis. The net impact of the above is
insignificant.
Note 39 : Contingent Liabilities and Commitments
As at As at
Note Particulars
31 March, 2022 31 March, 2021
(i) Contingent liabilities (Net of Provisions)
(a) Income Tax Demands against which the Group has gone on Appeal 227 300
(b) Service Tax Demands against which the Group has gone on Appeal 1,465 1,465
Note:
The Group expects a favourable decision with respect to the above disputed
demands / claims based on professional advice. Hence, no provision for the
same has been made.
(c) Corporate Guarantees given - 12,497
(d) Claims against the Company/subsidiary, not acknowledged as debt 241 -
(ii) Commitments - -
40 Discontinued Operations
40.1 The Board of Directors of the Company, at their meeting held on Jan 24, 2018, accorded its approval to to sell the investments
held in one of its subsidiaries, M/s. Amrit Environmental Technologies Private LImited (AETPL). Accordingly, during 2018
- 19, the company transferred 26% of shares in AETPL for a consideration of Rs, 247 lakhs. The Corresponding Assets
and liabilities of AETPL are classified as assets held for sale and liabilities associated with assets held for sale in these
consolidated financial statements. The group has recognized impairment loss of Rs. 3,171 lakhs to bring down the carrying
value of Property, Plant and Equipment to their net realizable value of Rs.950 lakhs, of which Rs.529 lakhs of impairment is
recognized during the year.
40.2 During 2019-20, the Group decided to dispose one of its subsidiaries viz., Statt Orient Energy Private Limited (SOEL) domiciled
in Srilanka. Accordingly, the assets have been stated at net realizable value. During the year, the company disinvested its entire
shareholding in SOEL, this did not result in any impairment and the group recognized Rs. 50 lakhs of gain on derecognition of
this subsidiary.
40.3 The details of aforementioned discontinued business included in these consolidated financial statements for the year ended
March 31, 2022 are given below:
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
(i) The details of carrying amount of assets and liabilities relating to identified discontinued operations are given below:
As at As at
Particulars
31 March, 2022 31 March, 2021
Non -current assets
Property, plant and equipment - -
Intangible assets - -
Financial assets
(i) Investments - -
(ii) Loans - -
(iii) Other financial assets - -
Other non current assets - 4
Current Assets
Inventories - -
Financial assets
(i) Trade receivables - -
(ii) Cash and cash equivalents 4 106
(iii) Other financial assets - -
Other current assets 2 2
Assets classified as held for sale (Refer Note 17) 1,697 2,025
TOTAL ASSETS 1,703 2,137
LIABILITIES
Non-current liabilities
Financial liabilities - -
(i) Borrowings - -
(ii) Other financial liabilities - -
Provisions - -
Other non-current liabilities - -
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31 March, 2022 31 March, 2021
Current liabilities
Financial liabilities - -
(i) Borrowings - -
(ii) Trade payables - 1
(iii) Other financial liabilities - -
Provisions - -
Other current liabilities - -
Liabilities directly associated with assets held for sale
9,073 6,919
(Refer note 30)
TOTAL LIABILITIES 9,073 6,920
(ii) The details of net cash flows attributable to the discontinued operations are given below:
For the year ended For the year ended
Particulars
31 March, 2022 31 March, 2021
Cash flows from Operating activities (38) (25)
Cash flows from Investing activities - (10)
Cash flows from Financing activities - -
41 Goodwill on Consolidation
The details of Goodwill on consolidation are given below:
For the year ended For the year ended
Particulars
31 March, 2022 31 March, 2021
Opening Balance 1,278 1,278
Add/(Less): Adjustments during the year - -
Closing Balance 1,278 1,278
42 Segment information
The primary reporting of the Group has been made on the basis of Business Segments. The Group has a single business
segment as defined in Indian Accounting Standard (Ind AS) 108 on Segment Reporting, namely Generation of Power through
Renewable Sources and related services. Accordingly, the amounts appearing in these Consolidated Financial Statements
relate to this primary business segment.
42.1 Geographical information
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Non-current assets
Particulars Year ended Year ended
31-Mar-22 31-Mar-21
India 153,029 164,077
Other 5,970 6,749
Unallocated 372 340
159,371 171,166
42.2 Information about major Customers
During the year 3 customers contributed 10% or more to the Group’s revenue.(Previous year - 3 customer)
Note 43(a) : Financial Instruments
(I) Capital Management
he Group manages its capital to ensure that it is able to continue as going concern while maximising the return to the stakeholders
T
through the optimization of the debt and equity balance. The capital structure of the Group consists of Debt and total Equity. The
Group is not subject to any externally imposed capital requirement. In order to maintain the capital structure in consistent with
others in the industry , the Group monitors capital on the basis of the following gearing ratio.
Gearing Ratio :
As at As at
Particulars
31 March 2022 31 March 2021
Debt# 121,562 132,542
Cash and Bank Balance (Refer Note 14) (1,292) (1,613)
Net Debt 120,270 130,929
Total Equity 48,005 44,621
Less: Goodwill on consolidation (Note 41) 1,278 1,278
Adjusted Equity 46,727 43,343
Net Debt to equity ratio 257% 302%
# Debt refers to Long term borrowings including current maturities, Short term borrowings, interest accrued thereon on
borrowings.
(II) Categories of Financial Instruments
As at As at
Particulars
31 March 2022 31 March 2021
Measured at fair value through profit or loss (FVTPL)
- Investments in mutual funds - 201
- Designated derivative instruments carried at fair value - -
Measured at amortised cost
- Loans - 389
- Security Deposits 843 505
- Trade receivables 16,097 10,334
- Cash and Bank balance 1,292 1,613
- Other financial assets 2,718 2,787
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31 March 2022 31 March 2021
Measured at amortised cost
- Borrowings 125,475 135,985
- Trade payables 2,417 2,648
- Other financial liabilities 2,423 2,812
(III) Financial Risk Management Framework
The Group manages financial risk relating to the operations through internal risk reports which analyse exposure by degree and
magnitude of risk. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and
liquidity risk. The Group seeks to minimise the effects of these risks by using derivative financial instruments to hedge the risk
exposures. The use of financial derivatives is governed by the Group’s policies approved by the Audit Committee which provides
written principles on foreign exchange risk, interest rate risk , credit risk , the use of financial derivatives and non derivative
financial instruments and the investment in excess of liquidity. Compliance with policies and exposure limits is reviewed by the
management on a continuous basis.
The Group does not enter into or trade financial instruments including derivative financial instruments for speculative purpose.
(IV) Market Risk :
The Group’s activities exposes it primarily to the financial risk of change in foreign currency exchange rates and interest rates. The
Group enters into a derivative instruments to manage its exposure to foreign currency risk and interest rate risk including forward
foreign exchange contracts to hedge the exchange rate risk arising on account of borrowings (including interest payable).
(V) Foreign Currency Risk Management :
The Group undertakes transactions denominated in foreign currencies consequently, exposures to exchange rate fluctuations
arises. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of each
reporting period are as follows :
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Of the above foreign currency exposures, the following exposures are not hedged:
(In Lakhs) (In Lakhs)
Particulars As at
Euro INR LKR INR
31-Mar-22 5 407 - -
Trade Receivables
31-Mar-21 5 442 - -
31-Mar-22 - 8 - -
Trade Payables
31-Mar-21 1 47 2 1
31-Mar-22 15 1,259 - -
Borrowings*
31-Mar-21 28 2,362 - -
31-Mar-22 7 581 - -
Balances with Bank
31-Mar-21 11 978 290 105
(VI) Interest rate risk management :
The Company is exposed to interest rate risk since it borrow funds at fixed and floating interest rates. The risk is managed by
maintaining an appropriate mix between fixed and floating rate borrowings, and by the use of interest rate swap contracts.
Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-
effective hedging strategies are applied.
Interest rate swap contracts
(VII) Foreign Currency sensitivity analysis :
The Group is mainly exposed to the currency of Europe and Srilanka.
As per management’s assessment of reasonable possible changes in the exchange rate of +/- 5% between EUR-INR, LKR-INR
currency pair, sensitivity of profit or loss only on outstanding foreign currency denominated monetary items at the period end is
presented below:
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes :
1. This is mainly attributable to the exposure of receivable and payable outstanding in the above mentioned currencies to the
Group at the end of the reporting period.
2. In Management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the
exposure at the end of the reporting period does not reflect the exposure during the year.
(VIII) Liquidity Risk Management :
Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate
liquidity risk management framework for the management of the Group’s short-, medium- and long-term funding and liquidity
management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve
borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial
assets and liabilities.
Liquidity and Interest Risk Tables :
The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed
repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the
earliest date on which the Group can be required to pay. The tables include both interest and principal cash flows.
Weighted 5 years
Less than 1-3 3 months 1 to 5
average and TOTAL
Particulars 1 month months to 1 year years
interest rate above
% INR INR INR INR INR INR
31 March 2022
Non-interest bearing instruments NA 657 2 1,879 240 2,066 4,844
Variable interest rate instruments 10.70% 3,992 2,574 10,057 71,543 37,305 1,25,471
Total 4,649 2,576 11,936 71,783 39,371 1,30,315
31 March 2021
Non-interest bearing instruments NA - 72 3,182 28,122 1,412 32,788
Variable interest rate instruments 12.54% 7,137 1,805 11,617 50,133 37,965 1,08,657
Total 7,137 1,877 14,799 78,255 39,377 1,41,445
The following table details the Group’s expected maturity for its non-derivative financial assets. The table has been drawn up
based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets.
The inclusion of information on non-derivative financial assets is necessary in order to understand the Group’s liquidity risk
management as the liquidity is managed on a net asset and liability basis.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
31 March 2021
Gross settled:
- Cross currency swaps - - - - - -
- Interest rate swaps - - - - - -
Total - - - - - -
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
(ii) Fair value of financial assets and financial liabilities that are not measured at fair value :
The Company considers that the carrying amount of financial assets and financial liabilities recognised in these consolidated
financial statements approximate their fair values.
Note 44: Related Party Disclosure
Details of Related Parties:
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Details of Related Party Transactions during the relevant years and as at the balance sheet date:
Transactions during the Years
As at 31 As at 31
Description Name of the Related Party
March 2022 March 2021
Borrowings / Other Long Term Liabilities SVL Limited 29,015 27,025
SEPC Limited - Payable towards purchase of Fixed
2,300 2,305
Payable Asset & Others
Tudic Elecktro Centar Obnovljivi izvori d.o.o, Sibenik 13 29
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes:
44.1. The Group accounts for costs incurred by the Related parties based on the actual invoices/debit notes raised and accruals as
confirmed by such related parties. The Related parties have confirmed to the Management that as at 31 March, 2022, there
are no further amounts payable to/receivable from them, other than as disclosed above.
44.2
During the previous year Mr. P Srinivasan, Company Secretary retired from the services of the company on
December 27, 2020. Ms. M Kirithika has been appointed as Company Secretary with effect from December 28, 2020.
44.3 Mr. Venkatachalam Sesha Ayyar, Managing Director resigned from the services of the company on September 30, 2021. The
board in its meeting dated March 30, 2022 appointed Mr. T Shivaraman as Managing Director for a period of 3 years from the
said date, subject to shareholders approval.
45 a. Leases
The group has taken on lease certain portions of land for installation of windmills and buildings. With the exception of short
term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and
a lease liability. The group classifies its right-of-use assets in a consistent manner under its property, plant and equipment
within the same line item as if they were owned by group. (Refer note 5)
Rental expenses recorded for short term leases, under Ind AS116, during the year ended March 31, 2022 is Rs.7 Lakh (Previous
year- 48 Lakhs)
In accordance with IND AS 116 Leases, The payment of lease liabilities have been disclosed under cash flow from financing
activities in the Cash Flow Statement.
The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:
As at As at
Particulars
31 March 2022 31 March 2021
Not later than one year 370 372
Later than one year but not later than five years 1,538 1,485
Later than five years 3,856 4,222
Total 5,764 6,079
As at As at
Particulars
31 March 2022 31 March 2021
Right-of-use (ROU) asset balance at the beginning of the year 5,444 5,464
Right-of-use (ROU) asset balance (Recongised on transition to Ind AS 116) - -
Additions 150 312
Less: Impact on modification of lease (Refer 45 b below) (212) -
Amortisation cost accrued during the year (309) (322)
Right-of-use (ROU) asset balance at the end of the year 5,073 5,444
Lease Liabilities at the beginning of the year 2,479 2,034
Lease liabiliities recognized on transition to Ind AS 116 - -
Additions 46 164
Less: Impact on modification of lease (Refer 45 b below) (335) -
Interest cost accrued during the year 323 288
Payment of lease liabilities (152) (7)
Lease Liabilities at the end of the year 2,361 2,479
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
48 Subsequent Events
a. Subsequent to the balance sheet date, two subsidiaries of the company viz., Clarion Wind Farm Private Limited and
Gamma Green Power Private Limited disposed windmills of capacity 4.5 MW and 6 MW respectively. These windmills
have completed 25 of years of useful life from the commissioning date. In the view of the management, the cost of
future maintenance outweighs the projected revenue generated from these windmills.
b. Subsequent to the balance sheet date, the company disposed its entire shareholding held in M/s. Pallavi Power and
Mines Limited Limited, associate company. This investment is adequately provided for in earlier years and hence no
impairment is requried during the year.
Notes forming part of consolidated financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
2 Beta Windfarm Pvt Ltd INR 3,530 -15,200 1,58,278 1,69,948 - 22,065 3,599 - 3,599 - 74.00%
3 Orient Green Power Europe B.V. EURO* 3,355 -979 6,958 4,582 - 1,974 498 - 498 - 100.00%
4 Bharat Windfarm Limited INR 7,171 6,896 32,607 18,540 - 4,983 2,630 - 2,630 - 100.00%
5 Gamma Green Power Pvt Ltd INR 2,792 -15,260 9,547 22,015 - 2,382 -325 - -325 - 72.50%
6 Statt Orient Green Power Pvt Ltd #$ LKR* - - - - - - 47 - 47 - NA
7 Orient Green Power (Maharashtra) Pvt
Ltd # INR 1,900 -1,900 - - - - -1,864 - -1,864 - 100.00%
The Reporting period for the subsidiaries are same as that of the Holding Company,i.e., March 31, 2022.
# The Subsidiary is yet to commence operations.
$ This subsidiary has been disposed during the year.
MANAGEMENT REPORTS
FINANCIAL STATEMENTS
129
130
Form AOC -1 (Part- B) (Rs. in Lacs)
In terms of our report attached For and on behalf of the Board of Directors
For G.D. Apte & Co.,
Chartered Accountants
Firm Registration Number: 100 515W
T. Shivaraman R Ganapathi
Managing Director & CEO Director
DIN: 01312018 DIN: 00103623
Umesh S. Abhyankar
Partner J. Kotteswari M. Kirithika
Membership Number: 113 053 Chief Financial Officer Company Secretary
INDEPENDENT AUDITOR’S REPORT are relevant to our audit of the financial statements under
the provisions of the Act, and the Rules thereunder, and we
To The Members of Orient Green Power Company Limited have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe
Report on the Audit of the Standalone Financial Statements
that the audit evidence we have obtained is sufficient
Opinion and appropriate to provide a basis for our opinion on the
standalone Financial Statements.
We have audited the accompanying standalone financial
statements of Orient Green Power Company Limited (“the Emphasis of Matter
Company”), which comprise the Standalone Balance Sheet
We draw attention to the following matters in the Notes to
as at March 31, 2022, the Standalone Statement of Profit and
the standalone financial statements:
Loss (including Other Comprehensive Income), Standalone
Statement of Changes in Equity and Standalone Statement of i. Considering the restrictive covenants by consortium
Cash Flows for the year then ended, and notes to the financial banks on the subsidiary viz. Beta Wind Farm Private
statements, including a summary of significant accounting Limited, the company has on a prudent basis not
policies and other explanatory information (hereinafter recognized the finance income of Rs. 4,454 Lakhs
referred to as “the standalone financial statements”). during the year ended March 31, 2022 (cumulative Rs.
31,592 lakhs upto March 31, 2022) on loan measured
In our opinion and to the best of our information and according
at amortized cost, consequent to fair valuation of
to the explanations given to us, the aforesaid standalone
investment in preference shares. Had the company
financial statements give the information required by the
recognized the finance income, the loss for the year
Companies Act, 2013 (“the Act”) in the manner so required and
would have been lower by Rs. 4,454 Lakhs (cumulative
give a true and fair view in conformity with the accounting
Rs. 31,592 Lakhs up to March 31, 2022) and the loan to
principles generally accepted in India, of the state of affairs
subsidiary would have been higher by Rs. 31,592 Lakhs.
of the Company as at March 31, 2022, and its loss and total
comprehensive loss, changes in equity and its cash flows for Our opinion is not modified in respect of this matters.
the year ended on that date.
Key Audit Matters
Basis for Opinion
Key audit matters are those matters that, in our professional
We conducted our audit in accordance with the Standards judgement, were of most significance in our audit of the
on Auditing (SAs) specified under section 143 (10) of the standalone financial statements of the current year. These
Act. Our responsibilities under those Standards are further matters were addressed in the context of our audit of the
described in the ‘Auditor’s Responsibilities for the Audit of the standalone financial statements as a whole, and in forming
Standalone Financial Statements’ section of our report. We our opinion thereon, and we do not provide a separate opinion
are independent of the Company in accordance with the ‘Code on these matters. We have determined the matter described
of Ethics’ issued by the Institute of Chartered Accountants of below to be the key audit matters to be communicated in our
India (‘the ICAI’) together with the ethical requirements that report:
Sr.
Key Audit Matter Auditors Response
No.
1 Impairment testing of Company’s investments in and The audit procedures that were performed were as under:
loans to subsidiaries • We have considered and reviewed Company’s policy for
As at March 31, 2022, the Company has gross impairment testing for investments and loans to subsidiaries.
investments in subsidiaries/associate amounting to • We reviewed the adequacy of the impairment provisions/
Rs. 75,980 lakhs and loans and advances amounting credit losses estimated by the company for its Investments
to Rs. 44,028 lakhs. Considering the materiality and and Loans based on the net-worth of the subsidiaries/other
management judgement involved, audit of impairment companies, the operating/ cash profits, the net present value
testing of Company’s investments and provision for of cash flows on the basis of the projected financial statements
expected credit losses on loans to subsidiaries was approved by the Board of Directors and the valuation reports
determined to be a key audit matter. from Independent External Valuers. We have reviewed the
reasonableness of the projected revenues, expenses, and the
net present value of the cash flows (NPV) of the company and
the discount rate involved. We have also compared the NPV
with the carrying amounts of the assets in order to ascertain
the adequacy of the provisions. According to the information
and explanations given to us by the management of the
company, we have also considered the long gestation and the
pay-back period involved in the Wind Power Projects, while
estimating the amount and the timing of the provisions/credit
losses against the investments and the loans.
• We have obtained and reviewed the reports on the valuations
of the Windmills which was carried out by the company by
engaging Independent Valuer.
• Our procedures did not reveal any material concerns on the
provision for impairment and credit losses as considered in the
financial statements.
Information Other than the Standalone Financial are required to report that fact. We have nothing to report in
Statements and Auditor’s Report Thereon this regard.
The Company’s Board of Directors is responsible for the Management’s Responsibility for the Standalone Financial
other information. The other information comprises the Statements
information included in the Management Discussion and The Company’s Board of Directors is responsible for the
Analysis, the report of the Board of Directors and the report matters stated in Section 134 (5) of the Act with respect to the
on the Corporate Governance but does not include the preparation of these Standalone Financial Statements that
standalone financial statements and our auditor’s report give a true and fair view of the financial position, financial
thereon. performance including total comprehensive loss, changes
in equity and cash flows of the Company in accordance
Our opinion on the standalone financial statements does not
with the accounting principles generally accepted in India,
cover the other information and we do not express any form
including the Indian Accounting Standards (IND AS) specified
of assurance conclusion thereon.
under Section 133 of the Act read with the Company’s (Indian
In connection with our audit of the standalone financial Accounting Standards) Rules,2015 as amended including
statements, our responsibility is to read the other information the Companies (Indian Accounting Standards) Amendment
and, in doing so, consider whether the other information Rules 2019. This responsibility also includes maintenance
is materially inconsistent with the standalone financial of adequate accounting records in accordance with the
statements or our knowledge obtained during the course of provisions of the Act for safeguarding of the assets of the
our audit or otherwise appears to be materially misstated. Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate
If, based on the work we have performed, we conclude that accounting policies; making judgments and estimates that
there is a material misstatement of this other information, we are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, • Conclude on the appropriateness of management’s use
that were operating effectively for ensuring the accuracy of the going concern basis of accounting and, based
and completeness of the accounting records, relevant to on the audit evidence obtained, whether a material
the preparation and presentation of the standalone financial uncertainty exists related to events or conditions
statements that give a true and fair view and are free from that may cast significant doubt on the Company’s
material misstatements, whether due to fraud or error. ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to
In preparing the standalone financial Statements,
draw attention in our auditor’s report to the related
management is responsible for assessing the Company’s
disclosures in the standalone financial statements or, if
ability to continue as a going concern, disclosing, as
such disclosures are inadequate, to modify our opinion.
applicable, matters related to going concern and using Our conclusions are based on the audit evidence
the going concern basis of accounting unless the Board of obtained up to the date of our auditor’s report. However,
Directors either intends to liquidate the Company or to cease future events or conditions may cause the Company to
operations, or has no realistic alternative but to do so. cease to continue as a going concern.
The Board of Directors is also responsible for overseeing the • Evaluate the overall presentation, structure and content
Company’s financial reporting process. of the standalone financial statements, including the
Auditor’s Responsibilities for the Audit of the Standalone disclosures, and whether the standalone financial
Financial Statements statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Our objectives are to obtain reasonable assurance about
whether the Standalone Financial Statements as a whole Materiality is the magnitude of misstatements in the
are free from material misstatement, whether due to fraud standalone financial statements that, individually or in
or error, and to issue an auditor’s report that includes our aggregate, makes it probable that the economic decisions of
opinion. Reasonable assurance is a high level of assurance a reasonably knowledgeable user of the financial statements
but is not a guarantee that an audit conducted in accordance may be influenced. We consider quantitative materiality and
with SAs will always detect a material misstatement when it qualitative factors in (i) planning the scope of our audit work
exists. Misstatements can arise from fraud or error and are and in evaluating the results of our work; and (ii) to evaluate
considered material if, individually or in the aggregate, they the effect of any identified misstatements in the financial
could reasonably be expected to influence the economic statements.
decisions of users taken on the basis of these standalone We communicate with those charged with governance
financial statements. regarding, among other matters, the planned scope and
As part of an audit in accordance with SAs, we exercise timing of the audit and significant audit findings, including
professional judgment and maintain professional skepticism any significant deficiencies in internal control that we
throughout the audit. We also: identify during our audit.
• Identify and assess the risks of material misstatement We also provide those charged with governance with a
of the standalone financial statements, whether due statement that we have complied with relevant ethical
to fraud or error, design and perform audit procedures requirements regarding independence, and to communicate
responsive to those risks, and obtain audit evidence with them all relationships and other matters that may
that is sufficient and appropriate to provide a basis reasonably be thought to bear on our independence, and
for our opinion. The risk of not detecting a material where applicable, related safeguards.
misstatement resulting from fraud is higher than for From the matters communicated with those charged with
one resulting from error, as fraud may involve collusion, governance, we determine those matters that were of
forgery, intentional omissions, misrepresentations, or most significance in the audit of the standalone financial
the override of internal control. statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s
• Obtain an understanding of internal financial controls
report unless law or regulation precludes public disclosure
relevant to the audit in order to design audit procedures
about the matter or when, in extremely rare circumstances,
that are appropriate in the circumstances. Under
we determine that a matter should not be communicated in
section 143(3)(i) of the Act, we are also responsible for
our report because the adverse consequences of doing so
expressing our opinion on whether the Company has
would reasonably be expected to outweigh the public interest
adequate internal financial controls system in place and
benefits of such communication.
the operating effectiveness of such controls.
Report on Other Legal and Regulatory Requirements
• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates As required by the Companies (Auditor’s Report) Order, 2020
and related disclosures made by management. (“the Order”), issued by the Central Government of India in
ANNEXURE ‘A’ TO THE AUDITORS' REPORT iii. Based on the audit procedures conducted by us and
according to the information and explanations provided
Referred to in paragraph under the heading ‘Report on to us, during the year the company has not made any
Other Legal and Regulatory Requirements’ of our report investments in or has not provided any guarantee or
of even date to the members of the Company for the year security or has not granted any loans or advances in the
ended March 31, 2022) nature of loans, secured or unsecured, to companies,
firms, Limited Liability Partnerships or any other
i. (a) A. The company has maintained proper records
parties. As such, requirements under paragraph 3 (iii) (a)
showing full particulars of property plant and
to (f) of the Order are not applicable to the Company.
equipment including quantitative details and
situation of assets. iv. Based on the audit procedures conducted by us and
according to the information and explanations given
B. The company is maintaining proper records
to us, we are of the opinion that the provisions of
showing full particulars of intangible assets.
section 185 of the Act have been complied with by the
(b)
All items of Property Plant & Equipment were Company and the provisions of section 186 of the Act,
physically verified during the year by the except sub-section 1 are not applicable to the Company
Management in accordance with a programme being company providing infrastructural facilities as
of verification, which in our opinion provides specified in Schedule VI to the Act. We further report
for physical verification of all the fixed assets at that provisions of sub-section 1 of section 186 are
reasonable intervals. According to the information complied with.
and explanation given to us, no material v. The Company has not accepted any deposits or amounts
discrepancies were noticed on such verification. which are deemed deposits from the public within the
meaning of Sections 73, 74, 75 and 76 of the Act and the
(c)
According to the information and explanations
Rules framed there under. According to the information
given to us and based on the records examined by
and explanations given to us, no order has been passed
us, we report that, the title deeds comprising all
by Company Law Board or National Company Law
the immovable properties of land and buildings,
Tribunal or Reserve Bank of India or any court or any
are held in the name of the Company as at the
other tribunal.
balance sheet date.
vi. The Company is not required to maintain cost records
(d)
According to the information and explanations under sub-section (1) of section 148 of the companies
given to us, the company has not carried out Act, 2013.
revaluation of property plant equipment or
intangible assets during the year. Accordingly vii. (a)
The Company has generally been regular in
depositing undisputed statutory dues including
reporting under clause 3(i)(d) of the Order is not
Provident fund, Employees’ State Insurance,
applicable to the Company.
Income tax, Goods and Services Tax, Custom Duty,
(e)
According to the information and explanations Cess and other material statutory dues applicable
given to us and based on our examination, we report to it with appropriate authorities except certain
that, there are no proceedings initiated or pending delays in case of income tax deducted at source.
under the section 45 of Benami Transactions There were no undisputed amounts payable in
(Prohibition) Act, 1988 and rules made thereunder. respect of Provident fund, Employees’ State
Insurance, Income-tax, Goods and Services Tax,
ii. (a) The Company did not hold any inventories during Cess and other material statutory dues in arrears
the year. Accordingly, reporting under sub-clause as at March 31, 2022 for a period of more than six
(a) of clause 3(ii) of the order is not applicable to months from the date they became payable.
company.
(b) According to information and explanations given
(b) According to information provided to us, during to us and based on the audit procedures carried
any point of time of the year, the company has not out by us, there are no dues of Provident fund,
been sanctioned working capital limits in excess Employees’ State Insurance, Income tax, Goods
of five crore rupees, in aggregate, from banks or and Services Tax, Custom Duty, Cess and other
financial institutions on the basis of security of material statutory dues as on March 31, 2022 which
current assets. were not deposited on account of disputes.
viii. According to the information and explanations given of clause 3(x) of the order is not applicable to the
to us and based on the audit procedures performed by company.
us, we report that no amount has been surrendered
xi. (a) Based on the audit procedures performed for the
or disclosed as income during the year in the tax
purpose of reporting the true and fair view of the
assessments under the Income Tax Act, 1961 (43 of 1961)
Financial Statements and as per the information
ix. (a) In our opinion and according to the information and explanations given by the management, we
and explanations given to us, the Company report that no fraud by the Company or any fraud
has not defaulted in the repayment of loans or on the Company has been noticed or reported
borrowings and interest thereon payable to any during the year.
banks and other lenders. The company does not
(b) During the year no report under sub-section (12) of
have any borrowings from financial institutions or
section 143 of the Companies Act has been filed
government.
by the auditors in Form ADT-4 as prescribed under
(b)
According to the information and explanations rule 13 of Companies (Audit and Auditors) Rules,
given to us the company is not declared as wilful 2014 with the Central Government.
defaulter by any bank or other lenders.
(c)
According to the information and explanations
(c) The company has not obtained any term loans given to us and procedures performed by us, we
during the year. Further there were no term loans report that no whistle-blower complaints were
which were unutilised at the beginning of the year. received during the year by the company.
As such, reporting under sub-clause (c) of clause
3(ix) is not applicable to the company. xii. The company is not nidhi company pursuant to the
provisions of section 406 of the Companies Act, 2013.
(d)
According to the information and explanations Accordingly, reporting under sub-clause (a) to (c) of
given to us, and the procedures performed by us, the clause 3(xii) of the order is not applicable to the
we report that, the company has not used funds company.
raised on short term for long-term purposes.
xiii. Based upon the audit procedures performed for the
(e)
According to the information and explanations purpose of reporting the true and fair view of the
given to us and on an overall examination of the financial statements and as per the information and
financial statements of the company, we report explanations given to us, we report that the transactions
that the company has not taken any funds from with the related parties are in compliance with sections
any entity or person on account of or to meet the 177 and 188 of the Act where applicable and the details
obligations of its subsidiaries, associates or joint as required by the applicable accounting standards have
ventures. been disclosed in the standalone financial Statements.
(f)
According to the information and explanations xiv. (a)
In our opinion and based on our examination,
given to us, and the procedures performed, the company has an internal audit system
we report that company has not raised loan
commensurate with the size and nature of its
during the year on the pledge of securities held
business.
in its subsidiaries, joint ventures or associate
companies. (b) The internal audit reports of the company have
been considered by us during the course of our
x. (a)
During the year, the company has not raised
audit.
money by way of further public offer (including
debt instrument). Accordingly reporting under xv. Based upon the audit procedures performed and as per
sub-clause (a) of clause 3(x) of the order is not the information and explanations given to us, we report
applicable to the company. that the company has not entered into any non-cash
transactions of the nature as described in section 192 (1)
(b) In our opinion and according to the information
of the Act. Accordingly, reporting under this clause will
and explanations given to us, company has
not be applicable.
not made any preferential allotment or private
placement of shares or convertible debentures xvi. (a)
The Company is not required to be registered
(fully, partially or optionally convertible) during the under section 45-IA of the Reserve Bank of India
year. Accordingly, reporting under sub clause (b) Act, 1934..
(b) Based on audit procedures performed, we report exists as on the date of the audit report that company
that the company has not conducted any non- is not capable of meeting its liabilities existing at the
banking financial or housing finance activities date of balance sheet as and when they fall due within
during the year. a period of one year from the balance sheet date. We,
however, state that this is not an assurance as to the
(c)
According to the information and explanations
future viability of the company. We further state that
given to us and based on audit procedures
our reporting is based on the facts up to the date of
performed, we report that, the Company would not
the audit report and we neither give any guarantee
be classified as a Core Investment Company (CIC).
nor any assurance that all liabilities falling due within a
(d)
According to the information and explanations period of one year from the balance sheet date, will get
given to us, we report that the Group does not have discharged by the company as and when they fall due.
any CIC.
xx.
In our opinion and according to information and
xvii. The Company has incurred cash losses of Rs. 1,739 explanation provided to us, the Company is not required
Lakhs in the current financial year i.e. FY 2021-22 to incur expenditure on Corporate Social Responsibility
and cash losses of Rs. 591 Lakhs during immediately under section 135 of the Companies Act, 2013 in view
preceding financial year i.e. FY 2020-21. of losses under section 198 mainly on account of
adjustment of losses pertaining to earlier years as per
xviii. There has been no resignation of statutory auditors
section 198(4)(l) of the Act.
during the year. Accordingly reporting under clause
3(xviii) of the order will not be applicable to the company.
xix. According to the information and explanations given
to us and on the basis of the financial ratios, ageing For G. D. Apte & Co.,
and expected dates of realization of financial assets Chartered Accountants
and payment of financial liabilities, other information Firm Registration Number: 100 515W
accompanying the financial statements, our knowledge UDIN: 22113053AJHWMG1734
of the Board of Directors and management plans and
based on our examination of the evidence supporting Umesh S. Abhyankar
the assumptions, nothing has come to our attention, Pune,Partner
which causes us to believe that any material uncertainty May 20, 2022 Membership Number: 113053
ANNEXURE B TO THE INDEPENDENT AUDITOR’S Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
REPORT
controls system over financial reporting and their operating
(Referred to in paragraph (f) under the heading ‘Report on effectiveness. Our audit of internal financial controls over
other legal and regulatory requirements’ of our report on financial reporting included obtaining an understanding of
even date on the Internal Financial Controls under Clause (i) internal financial controls over financial reporting, assessing
of Sub-section 3 of Section 143 of the Companies Act, 2013 the risk that a material weakness exists, and testing and
(“the Act”) to the members of the Company for the year evaluating the design and operating effectiveness of
ended March 31, 2022) internal control based on the assessed risk. The procedures
To The Members of selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the
Orient Green Power Company Limited
financial statements, whether due to fraud or error. We
We have audited the internal financial controls over financial believe that the audit evidence we have obtained is sufficient
reporting of Orient Green Power Company Limited (“the and appropriate to provide a basis for our audit opinion on the
Company”) as of March 31, 2022 in conjunction with our audit company’s internal financial controls system over financial
of the standalone financial statements of the Company for reporting.
the year ended on that date.
Meaning of Internal Financial Controls over Financial
Management’s Responsibility for Internal Financial Controls Reporting
The Company’s Management is responsible for establishing A company’s internal financial control over financial reporting
and maintaining internal financial controls based on the is a process designed to provide reasonable assurance
internal control over financial reporting criteria established regarding the reliability of financial reporting and the
by the Company considering the essential components of preparation of financial statements for external purposes in
internal control stated in the Guidance Note on Audit of accordance with generally accepted accounting principles. A
Internal Financial Controls over Financial Reporting issued company’s internal financial control over financial reporting
by the Institute of Chartered Accountants of India (ICAI). includes those policies and procedures that (1) pertain to the
These responsibilities include the design, implementation
maintenance of records that, in reasonable detail, accurately
and maintenance of adequate internal financial controls
and fairly reflect the transactions and dispositions of the
that were operating effectively for ensuring the orderly and
assets of the company; (2) provide reasonable assurance
efficient conduct of its business, including adherence to
that transactions are recorded as necessary to permit
the Company’s policies, the safeguarding of its assets, the
preparation of financial statements in accordance with
prevention and detection of frauds and errors, the accuracy
generally accepted accounting principles, and that receipts
and completeness of the accounting records, and the timely
and expenditures of the company are being made only in
preparation of reliable financial information, as required
accordance with authorisations of management and directors
under the Companies Act, 2013.
of the company; and (3) provide reasonable assurance
Auditor’s Responsibility regarding prevention or timely detection of unauthorised
Our responsibility is to express an opinion on the Company’s acquisition, use, or disposition of the company’s assets that
internal financial controls over financial reporting based could have a material effect on the financial statements.
on our audit. We conducted our audit in accordance with Inherent Limitations of Internal Financial Controls over
the Guidance Note on Audit of Internal Financial Controls Financial Reporting
Over Financial Reporting (the “Guidance Note”) and the
Standards on Auditing as specified under section 143(10) of Because of the inherent limitations of internal financial
the Companies Act, 2013, to the extent applicable to an audit controls over financial reporting, including the possibility
of internal financial controls, both issued by the Institute of collusion or improper management override of controls,
of Chartered Accountants of India. Those Standards and material misstatements due to error or fraud may occur and
the Guidance Note require that we comply with ethical not be detected. Also, projections of any evaluation of the
requirements and plan and perform the audit to obtain internal financial controls over financial reporting to future
reasonable assurance about whether adequate internal periods are subject to the risk that the internal financial
financial controls over financial reporting was established control over financial reporting may become inadequate
and maintained and if such controls operated effectively in because of changes in conditions, or that the degree of
all material respects. compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to
the explanations given to us, the Company has, in all material
respects, an adequate internal financial controls system
over financial reporting and such internal financial controls
over financial reporting were operating effectively as at
March 31, 2022, based on the internal control over financial
reporting criteria established by the Company considering
the essential components of internal controls stated in the
Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered
Accountants of India.
Umesh S. Abhyankar
Pune,Partner
May 20, 2022 Membership Number: 113053
As at As at
Particulars Note No.
31-Mar-2022 31-Mar-2021
ASSETS
1 Non -current Assets
(a) Property, Plant and Equipment 5a - -
(b) Intangible Assets 5b 3 6
(c) Financial Assets
(i) Investments 6 66,772 66,772
(ii) Loans 7 35,194 35,926
(iii) Other Financial Assets 8 - -
(d) Non Current Tax Assets 9 298 282
(e) Other Non Current Assets 10 116 121
1,02,383 1,03,107
2 Current Assets
(a) Financial Assets
(i) Investments 11 - -
(ii) Trade Receivables 12 243 788
(iii) Cash and Cash Equivalents 13 27 37
(iv) Others 14 124 364
(b) Other Current Assets 15 110 349
504 1,538
Assets held for sale 16 118 278
Total Assets 1,03,005 1,04,923
EQUITY AND LIABILITIES
1 Equity
(a) Equity Share Capital 17 75,072 75,072
(b) Other Equity 18 (1,652) 518
73,420 75,590
2 Liabilities
(I) Non-current Liabilities
(a) Financial Liabilities
(i) Borrowings 19 28,412 27,878
(ii) Other Financial Liabilities 20 250 107
(b) Provisions 21 18 67
(c) Deferred Tax Liabilities (Net) 22 - -
28,680 28,052
As at As at
Particulars Note No.
31-Mar-2022 31-Mar-2021
(II) Current Liabilities
(a) Financial Liabilities
(i) Borrowings 23 552 447
(ii) Trade Payables 24
- Total outstanding dues of micro enterprises and
- -
small enterprises
- Total outstanding dues of creditors other than
190 404
micro enterprises and small enterprises
(iii) Other Financial Liabilities 25 - 250
(b) Other Current Liabilities 26 15 17
(c) Provisions 27 5 20
762 1,138
Liabilities directly associated with assets held for sale 28 143 143
Total Equity and Liabilities 1,03,005 1,04,923
See accompanying notes forming part of the standalone financial statements
In terms of our report attached For and on behalf of the Board of Directors
For G.D. Apte & Co.,
Chartered Accountants
Firm Registration Number: 100 515W
T. Shivaraman R Ganapathi
Managing Director & CEO Director
DIN: 01312018 DIN: 00103623
Umesh S. Abhyankar
Partner J. Kotteswari M. Kirithika
Membership Number: 113 053 Chief Financial Officer Company Secretary
Standalone Statement of Profit and Loss for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Standalone Statement of Profit and Loss for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
In terms of our report attached For and on behalf of the Board of Directors
For G.D. Apte & Co.,
Chartered Accountants
Firm Registration Number: 100 515W
T. Shivaraman R Ganapathi
Managing Director & CEO Director
DIN: 01312018 DIN: 00103623
Umesh S. Abhyankar
Partner J. Kotteswari M. Kirithika
Membership Number: 113 053 Chief Financial Officer Company Secretary
Standalone Statement of Changes in Equity for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Balance at the Changes in Equity share capital Restated balance Changes in equity share Balance as at
April 01, 2021 due to prior period errors as at April 01, 2021 capital during the year March 31, 2022
75,072 - 75,072 - 75,072
Balance at the Changes in Equity share capital Restated balance as at Changes in equity share Balance as at
April 01, 2020 due to prior period errors April 01, 2020 capital during the year March 31, 2021
75,072 - 75,072 - 75,072
B. Other Equity
Other
Reserves and Surplus Comprehensive
Income
Particulars Total
Remeasurement
Capital Securities Retained
of defined
Reserve premium Earnings
benefit obligation
Balance as at 01 April, 2021 - 80,203 (79,687) 2 518
Changes in Equity share capital due to prior period errors - - - - -
Restated balance as at April 01, 2021 - 80,203 (79,687) 2 518
Loss for the year - - (2,173) - (2,173)
Other Comprehensive income during the year, net of income tax - - 3 3
Standalone Cash Flow Statement for the year ended March 31, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Standalone Cash Flow Statement for the year ended March 31, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Standalone Cash Flow Statement for the year ended March 31, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes:
1. The above Cash- Flow Statement has been prepared under the indirect method set out in Indian Accounting Standard
(IND AS) -7, ‘Statement of Cash Flow’ as specified in the Companies (Indian Accounting Standards) Rules, 2015.
2. Direct Tax paid is treated as arising from operating activities and are not bifurcated between investment and financing
activities.
3. All figures in brackets indicate outflow.
In terms of our report attached For and on behalf of the Board of Directors
For G.D. Apte & Co.,
Chartered Accountants
Firm Registration Number: 100 515W
T. Shivaraman R Ganapathi
Managing Director & CEO Director
DIN: 01312018 DIN: 00103623
Umesh S. Abhyankar
Partner J. Kotteswari M. Kirithika
Membership Number: 113 053 Chief Financial Officer Company Secretary
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
regardless of whether that price is directly observable of transactions of a non-cash nature, any deferrals or
or estimated using another valuation technique. In accruals of past or future operating cash receipts or
estimating the fair value of an asset or a liability, the payments and item of income or expenses associated
Company takes into account the characteristics of the with investing or financing cash flows. The cash flows
asset or liability if market participants would take those are segregated into operating, investing and financing
characteristics into account when pricing the asset or activities based on the extent of information available.
liability at the measurement date.
Cash and cash equivalent in the balance sheet comprise
In addition, for financial reporting purposes, fair value cash at banks and on hand and short-term deposits
measurements are categorised into Level 1, 2, or 3 with original maturity of three months or less, which are
based on the degree to which the inputs to the fair value subject to an insignificant risk of changes in value. In
measurements are observable and the significance of the Statement of Cash Flows, cash and cash equivalents
the inputs to the fair value measurement in its entirety, consist of cash and short term deposits, as defined
which are described as follows: above, net of outstanding bank overdrafts, if any as they
(i) Level 1 inputs are quoted prices (unadjusted) in are considered as integral part of the Company’s cash
active markets for identical assets or liabilities management.
that the entity can access at the measurement 3.5 Taxation
date;
Income tax expense represents the sum of the current
(ii) Level 2 inputs are inputs, other than quoted prices tax and deferred tax.
included within Level 1, that are observable for the
3.5.1 Current tax
asset or liability, either directly or indirectly; and
(iii) Level 3 inputs are unobservable inputs for the The tax currently payable is based on taxable profit
asset or liability. for the year. Taxable profit differs from ‘profit before
tax’ as reported in the Statement of Profit and Loss
When measuring the fair value of an asset or a liability, because of items of income or expense that are taxable
the Company uses observable market data as far as or deductible in other years and items that are never
possible. If the inputs used to measure the fair value taxable or deductible. The Company’s current tax is
of an asset or a liability fall into different levels of the calculated using tax rates and laws that have been
fair value hierarchy, then the fair value measurement enacted or substantively enacted by the end of the
is categorised in its entirety in the same level of the reporting period.
fair value hierarchy as the lowest level input that is
significant to the entire measurement. 3.5.2 Deferred tax
The principal accounting policies are set out below: Deferred tax is recognised on temporary differences
between the carrying amounts of assets and liabilities
3.3 Inventories in the Financial Statements and the corresponding
Stores and spares are valued at lower of cost and net tax bases used in the computation of taxable profit.
realizable value. Cost is determined on a weighted Deferred tax liabilities are recognised for all taxable
average basis. temporary differences. Deferred tax assets are
recognised for all deductible temporary differences to
Allowance is made to the carrying amount of inventory
the extent that it is probable that taxable profits will
based on Management’s assessment/technical
be available against which those deductible temporary
evaluation and past experience of the Company taking
differences can be utilised.
into account its age, usability, obsolescence, expected
realisable value etc. The carrying amount of deferred tax assets is reviewed
at the end of each reporting period and reduced to
3.4 Cash Flow Statement
the extent that it is no longer probable that sufficient
Cash flows are reported using the indirect method, taxable profits will be available to allow all or part of the
whereby profit before tax is adjusted for the effects deferred tax asset to be utilized.
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Deferred tax liabilities and assets are measured at the relating to property, plant and equipment is capitalised
tax rates that are expected to apply in the period in only if such expenditure results in an increase in the
which the liability would be settled or the asset realised, future benefits from such asset beyond its previously
based on tax rates (and tax laws) that have been enacted assessed standard of performance.
or substantively enacted by the end of the reporting
Property, plant and equipment acquired and put to use
period.
for project purpose are capitalised and depreciation
The measurement of deferred tax liabilities and assets thereon is included in the project cost till the project is
reflects the tax consequences that would follow from ready for its intended use.
the manner in which the Company expects, at the end
of the reporting period, to recover or settle the carrying
Any part or components of property, plant and
amount of its assets and liabilities. equipment which are separately identifiable and
expected to have a useful life which is different from
3.5.3 Current and deferred tax for the year that of the main assets are capitalised separately,
Current and deferred tax expense is recognised in the based on the technical assessment of the management.
Statement of Profit and Loss. When they relate to items Projects under which assets are not ready for their
that are recognised in other comprehensive income or
intended use and other capital work-in-progress
directly in equity, the current and deferred tax are also
are carried at cost, comprising direct cost, related
recognised in other comprehensive income or directly
incidental expenses and attributable interest.
in equity respectively.
Property, plant and equipment retired from active use
3.5.4 Minimum Alternate Tax
and held for sale are stated at the lower of their net
Minimum Alternate Tax(‘MAT”) credit is recognized as an book value and net realisable value and are disclosed
asset only when and to the extent there is convincing separately.
evidence that the Company will pay normal income
Capital work in progress represents projects under
tax during the specified period. In the year, in which
which the property, plant and equipment’s are not yet
the MAT credit becomes eligible to be recognized as
an asset in accordance with the provisions contained ready for their intended use and are carried at cost
in the Guidance Note issued by Institute of Chartered determined as aforesaid.
Accountants of India (ICAI), the said asset is created 3.6.1 Depreciation
by way of a credit to the Statement of Profit and Loss
and shown as MAT credit entitlement. The Company Depreciable amount for assets is the cost of an asset,
reviews the same at each Balance Sheet date and writes or other amount substituted for cost, less its estimated
down the carrying amount of MAT credit entitlement to residual value.
the extent there is no longer convincing evidence that Depreciation on property, plant and equipment has
the Company will pay normal Income Tax during the been provided on the straight-line method as per the
specified period. useful lives prescribed in Schedule II to the Companies
3.6 Property, plant and equipment (PPE) Act, 2013.
Property, plant and equipment are carried at cost less Individual assets costing less than Rs.5,000 each are
accumulated depreciation and impairment losses, if any. depreciated in the year of purchase considering the
The cost of property, plant and equipment comprises type and usage pattern of these assets.
the purchase price net of any trade discounts and
Leasehold improvements are depreciated over the
rebates, any import duties and other taxes (other than
primary lease period.
those subsequently recoverable) and includes interest
on borrowings attributable to acquisition of qualifying Depreciation is accelerated on property, plant and
property, plant and equipment up to the date the asset is equipments, based on their condition, usability, etc. as
ready for its intended use and other incidental expenses per the technical estimates of the Management, where
incurred up to that date. Subsequent expenditure necessary.
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
that have a lease term of 12 months or less and leases excluded initial direct costs from measuring the right-
for which the underlying asset is of low value. The lease of-use asset at the date of initial application and used
payments associated with these leases are recognised hindsight when determining the lease term if the
as an expense on a straight-line basis over the lease contract contains options to extend or terminate the
term. lease. The Company has used a single discount rate to
a portfolio of leases with similar characteristics.
The Company chose to present Right of use assets
along with the property plant and equipment, as if they 3.9 Revenue recognition
were owned.
Effective April 01, 2018, the Company adopted IND
Company as a lessor AS 115, ‘Revenue from Contracts with Customers.
Application of this standard does not have any impact
At the inception of the lease the Company classifies
on the revenue recognition and measurement.
each of its leases as either an operating lease or
a finance lease. The Company recognises lease Revenue from Operations- Sale of Power
payments received under operating leases as income
Revenue from the sale of power is recognised on the
on a straight-line basis over the lease term. In case of
basis of the number of units of power exported, in
a finance lease, finance income is recognised over the
accordance with joint meter readings undertaken
lease term based on a pattern reflecting a constant
on a monthly basis by representatives of the State
periodic rate of return on the lessor’s net investment in
Electricity Board and the Company, at rates agreed upon
the lease. When the Company is an intermediate lessor it
with customers and when there is no uncertainty in
accounts for its interests in the head lease and the sub-
realising the same. Transmission, System Operating and
lease separately. It assesses the lease classification
Wheeling/Other Charges payable to State Electricity
of a sub-lease with reference to the right-of-use asset
Boards on sale of power is reduced from Revenue.
arising from the head lease, not with reference to the
underlying asset. If a head lease is a short term lease Revenue from the end of the last invoicing to the
to which the Company applies the exemption described reporting date is recognized as unbilled revenue and are
above, then it classifies the sub-lease as an operating classified as contract assets.
lease.
The company accounts for volume discounts and pricing
If an arrangement contains lease and non-lease incentives to customers as a reduction of revenue based
components, the Company applies Ind AS 115 Revenue on the ratable allocation of the discounts/ incentives
from contracts with customers to allocate the to each of the underlying performance obligation that
consideration in the contract. corresponds to the progress by the customer towards
earning the discount/ incentive.
Company as a lessee
Other Operating Revenues
Operating leases
a.
Revenue from Operations and Maintenance (O&M)
For transition, the Company has elected not to apply the
Contracts
requirements of Ind AS 116 to leases which are expiring
within 12 months from the date of transition by class of
Revenue from Windmill Operations and
asset and leases for which the underlying asset is of low Maintenance (O&M) contracts are recognized,
value on a lease-by-lease basis. The Company has also where the performance obligations are satisfied
used the practical expedient provided by the standard over time and where there is no uncertainty as to
when applying Ind AS 116 to leases previously classified measurement or collectability of consideration
as operating leases under Ind AS 17 and therefore, has and is recognized ratably over the term of the
not reassessed whether a contract, is or contains a underlying maintenance arrangement.
lease, at the date of initial application, relied on its
b. Renewable Energy Certificate (REC) Income
assessment of whether leases are onerous, applying Ind
AS 37 immediately before the date of initial application Income arising from REC is initially recognised in
as an alternative to performing an impairment review, respect of the number of units of power exported
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
The issuance fee incurred for registering the RECs The cost of the defined benefit plans and the present
are reduced from the REC income. value of the defined benefit obligation are recognised
based on actuarial valuation as on the balance sheet
c. Other Revenues
date using the projected unit credit method. An actuarial
Income in the form of Generation Based Incentives valuation involves making various assumptions that
are accounted for in the year of generation for may differ from actual developments in the future.
eligible Units when there is no uncertainty in These include the determination of the discount rate,
receiving the same. future salary increases and mortality rates. Due to the
Income from services is recognized upon complexities involved in the valuation and its long term
rendering services, in accordance with the terms nature, a defined benefit obligation is highly sensitive
of contract. to changes in these assumptions. All assumptions are
reviewed at each reporting date.
The Company presents revenues net of indirect
taxes in its statement of Profit and loss. The Company accrues for liability towards Gratuity which
is a defined benefit plan. The present value of obligation
Other Income
under such defined benefit plan is determined based on
Dividend from investments is recognised when the actuarial valuation as at the balance sheet date, using
shareholder’s right to receive payment is established the Projected Unit Credit Method. Re-measurements
and it is probable that the economic benefits will flow to comprising of Actuarial gains and losses are recognized
the Company and the amount can be measured reliably. in the statement of Other comprehensive income in
the period in which they occur and are not deferred.”
Interest from financial assets is recognised when it is
Re-measurements are not reclassified to the Statement
probable that the economic benefits will flow to the
of Profit and Loss in subsequent periods.
Company and the amount of income can be measured
reliably. Interest is accrued on a time basis, by reference In accordance with Indian law, the company and its
to the principal outstanding and at the effective interest subsidiaries in India operate a scheme of gratuity which
rate applicable, which is the rate that exactly discounts is a defined benefit plan. The gratuity plan provides for a
estimated future cash receipts through the expected lump sum payment to vested employees at retirement,
life of the financial asset to that asset’s net carrying death while in employment or on termination of
amount on initial recognition. employment of an amount equivalent to 15 days’ salary
payable for each completed year of service. Vesting
Insurance claims are accounted for on the basis of
occurs upon completion of five continuous years of
claims admitted/expected to be admitted and to the
service. The Company formed a trust for making the
extent that the amount recoverable can be measured
contributions. These contributions are classified as
reliably and it is reasonable to expect ultimate collection.
plan assets and the corpus is managed by the Life
3.10 Retirement & Other employee benefits Insurance Corporation of India.
Employee benefits are accrued in the period in which The plan assets are adjusted against the gratuity liability.
the associated services are rendered by employees of Any excess of Plan assets over the liability is grouped
the Company, as detailed below: under non-current/current assets respectively.
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Benefits for short term compensated absences differences on monetary items are recognised in
Statement of profit and loss in the period in which they
Short term employee benefits at the Balance Sheet
arise except for:
date, including short term compensated absences, are
recognized as an expense as per the Company’s scheme (i)
exchange differences on foreign currency
based on expected obligations on an undiscounted borrowings relating to assets under construction
basis. for future productive use, which are included in
the cost of those assets when they are regarded
Benefits for long term compensated absences
as an adjustment to interest costs on those foreign
The Company accounts for its liability towards long term currency borrowings.
compensated absences based on the actuarial valuation
3.13 Borrowing Costs
done as at the Balance Sheet date by an independent
actuary using the Projected Unit Credit Method. Borrowing costs specifically identified to the
acquisition or construction of qualifying assets is
All gains/losses due to actuarial valuations are
capitalized as part of such assets. A qualifying asset is
immediately recognized in the Statement of
one that necessarily takes substantial period of time to
profit and loss.
get ready for intended use. All other borrowing costs are
3.11 Government grants charged to the Statement of Profit and Loss.
Government grants, including non-monetary grants at Capitalisation of borrowing costs is suspended and
fair value, are not recognised until there is reasonable charged to the Statement of Profit and Loss during
assurance that the Company will comply with the
extended periods when active development activity on
conditions attached to them and that the grants will be
the qualifying assets is interrupted.
received.
Interest income earned on temporary investment of
Government grants whose primary condition is that
specific borrowings pending their expenditure on
the Company should purchase, construct or otherwise
acquire non-current assets and non-monetary grants qualifying assets is deducted from the borrowing costs
are recognised and disclosed as ‘deferred income’ eligible for capitalization. Borrowing costs that are not
as non-current liability in the Balance Sheet and directly attributable to a qualifying asset are recognised
recognised in the Statement of Profit and Loss on a in the Statement of Profit and Loss using the effective
systematic basis over the useful lives of the related interest method.
assets.
3.14 Financial instruments
3.12 Foreign Currencies
Financial assets and financial liabilities are recognised
The functional currency of the Company is Indian when Company becomes a party to the contractual
Rupees which represents the currency of the primary provisions of the instruments.
economic environment in which it operates.
Financial assets and financial liabilities are initially
In preparing the financial statements, transactions in measured at fair value. Transaction costs that are
currencies other than the entity’s functional currency
directly attributable to the acquisition or issue of
(foreign currencies) are recognised at the rates of
financial assets and financial liabilities (other than
exchange prevailing at the dates of the transactions.
financial assets and financial liabilities at fair value
At the end of each reporting period, monetary items
through profit or loss)are added to or deducted from the
denominated in foreign currencies are retranslated at
the rates prevailing at that date. Non-monetary items fair value of the financial assets or financial liabilities,
carried at fair value that are denominated in foreign as appropriate, on initial recognition. Transaction costs
currencies are retranslated at the rates prevailing at the directly attributable to the acquisition of financial
date when the fair value was determined. Non-monetary assets or financial liabilities at fair value through profit
items that are measured in terms of historical cost or loss are recognised immediately in the Statement of
in a foreign currency are not retranslated. Exchange Profit and Loss.
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Financial assets and financial liabilities are offset If the recoverable amount of an asset (or cash-
when the Company has a legally enforceable right (not generating unit) is estimated to be less than its carrying
contingent on future events) to off-set the recognised value amount, the carrying amount of the asset (or
amounts either to settle on a net basis, or to realise the cash-generating unit) is reduced to its recoverable
assets and settle the liabilities simultaneously amount. An impairment loss is recognised immediately
in statement of profit and loss.
3.15 Loans and advances to subsidiaries(including step
down subdisiaries) and associates 3.18
Provisions, Contingent Liabilities and Contingent
Assets
Interest free loans/loans (extended at interest rates
less than the Company’s borrowing rate) provided to Provisions are recognised when the Company has a
subsidiaries and associates are recognized at fair value present obligation (legal or constructive) as a result
on the date of disbursement and the difference on of past events, it is probable that the Company will be
fair valuation is recognized as deemed investment in required to settle the obligation, and a reliable estimate
such subsidiary/ associate. Such deemed investment can be made of the amount of the obligation.
is added to the carrying amount of investments if any
The amount recognised as a provision is the b\est
in such subsidiary/associate. Loans are accounted at
estimate of the consideration required to settle the
amortized cost method using effective interest rate. If
there is an early repayment of loan, the proportionate present obligation at the end of the reporting period,
amount of the deemed investment recognized earlier taking into account the risks and uncertainties
shall be adjusted. surrounding the obligation. When a provision is
measured using the cash flows estimated to settle the
3.16 Earnings Per Share present obligation, its carrying amount is the present
Basic earnings per share are computed by dividing the value of those cash flows (when the effect of the time
net profit after tax by the weighted average number value of money is material).
of equity shares outstanding during the year. Diluted
Contingent assets are disclosed in the Financial
earnings per share is computed by dividing the profit
Statements by way of notes to accounts when an inflow
after tax by the weighted average number of equity
of economic benefits is probable.
shares considered for deriving basic earnings per share
and also the weighted average number of equity shares Contingent liabilities are disclosed in the Financial
that could have been issued upon conversion of all Statements by way of notes to accounts, unless
dilutive potential equity shares. possibility of an outflow of resources embodying
Further, the Basic and Diluted earnings per share economic benefit is remote.
attributable to the equity shareholders of the 3.19 Operating Segment
company are presented separately for continuing and
discontinuing operations for the year. Operating segments reflect the Company’s management
structure and the way the financial information is
3.17 Impairment of Non-financial assets
regularly reviewed by the Company’s Chief Operating
At each balance sheet date, the Company assesses Decision Maker (CODM). The CODM considers the
whether there is any indication that any property, plant business from both business and product perspective
and equipment and intangible assets with finite lives may based on the dominant source, nature of risks and
be impaired. If any such indication exists the recoverable returns and the internal organisation and management
amount of an asset is estimated to determine the extent structure.
of impairment, if any. The Recoverable amount is the
higher of fair value less costs to sell and value in use. In Ind AS 108 operating segment requires Management
assessing value in use, the estimated future cash flows to determine the reportable segments for the purpose
are discounted to their present value using a pre-tax of disclosure in financial statements based on the
discount rate that reflects current market assessments internal reporting reviewed by the CODM to assess
of the time value of money and the risks specific to the performance and allocate resource. The standard also
asset for which the estimates of future cash flows have required Management to make judgments with respect
not been adjusted. to recognition of segments. Accordingly, the Company
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
recognizes Windmill Operation and Maintenance liabilities at the date of the financial statements and
services as its sole segment. the reported amounts of revenue and expenses for the
years presented. Actual results may differ from these
3.20 Operating Cycle
estimates.
All assets and liabilities have been classified as current
Estimates and underlying assumptions are reviewed on
or non-current as per the Company’s normal operating
an ongoing basis. Revisions to accounting estimates
cycle and other criteria set out in Notes forming part
are recognised in the period in which the estimates are
of these financial statements. Based on the nature
revised and in any future periods affected.
of products and services and the time between
the acquisition of assets for processing and their In particular, information about significant areas
realisation in cash and cash equivalent, the Company of estimation, uncertainty and critical judgments
has ascertained its operating cycle as 12 months for the in applying accounting policies that have the most
purpose of current and non-current classification of significant effect on the amounts recognized in the
assets and liabilities. financial statements pertain to:
3.21 Non-Current Assets held for sale 4.1
Useful lives of property, plant and equipment and
Non-current assets (including disposal groups) are intangible assets:
classified as held for sale if their carrying amount will be The Company has estimated useful life of each class
recovered principally through a sale transaction rather of assets based on the nature of assets, the estimated
than through continuing use and a sale is considered usage of the asset, the operating condition of the asset,
highly probable. past history of replacement, anticipated technological
Non-current assets classified as held for sale are changes, etc. The Company reviews the carrying amount
measured at lower of their carrying amount and fair of property, plant and equipment and Intangible assets
value less cost to sell. Non-current assets classified as at the end of each reporting period. This reassessment
held for sale are not depreciated or amortised from the may result in change in depreciation expense in future
date when they are classified as held for sale. periods.
Non-current assets classified as held for sale and the Depreciation on Property Plant and Equipment is
assets and liabilities of a disposal group classified as provided pro-rata for the periods of use on the straight
held for sale are presented separately from the other line method(SLM) on the basis of useful life of the
assets and liabilities in the Balance Sheet. property, plant and equipment mandated by Part C of
Schedule II of the Companies Act, 2013 or the useful
A discontinued operation is a component of the entity life determined by the company based on technical
that has been disposed off or is classified as held for evaluation, whichever is lower, taking into account the
sale and: nature of the asset, the estimated usage of the asset,
• represents a separate major line of business or the operating conditions of the asset, past history of
geographical area of operations and; replacement, maintenance support, as per details given
below:
• is part of a single co-ordinated plan to dispose of
such a line of business or area of operations. Description Useful life
The results of discontinued operations are presented Property, Plant and Equipment-
22 – 27 years
separately in the Statement of Profit and Loss. Wind energy generators
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
4.2 Impairment of tangible and intangible assets other future business prospects etc. makes provision towards
than goodwill impairment on the carrying value of investments in the
subsidiaries and Associate and loans and advance given
Property, plant and equipment and Intangible assets are
to them.
tested for impairment when events occur or changes in
circumstances indicate that the recoverable amount of 4.4 Application of interpretation for Service Concession
the cash generating unit is less than its carrying value. Arrangements (SCA)
The recoverable amount of cash generating units is
Management has assessed applicability of Appendix C
higher of value-in-use and fair value less cost to sell.
of Indian Accounting Standards 115: Service Concession
The calculation involves use of significant estimates
Arrangements for the power purchase agreement
and assumptions which includes turnover and earnings
which the company has entered into. In assessing the
multiples, growth rates and net margins used to
applicability of SCA, the management has exercised
calculate projected future cash flows, risk-adjusted
significant judgement in relation to the underlying
discount rate, future economic and market conditions.
ownership of the assets, the attached risks and
In assessing value in use, the estimated future cash rewards of ownership, residual interest and the fact
flows are discounted to their present value using a that secondary lease periods are not at nominal lease
pre-tax discount rate that reflects current market rentals etc. in concluding that the arrangements don’t
assessments of the time value of money and the risks meet the criteria for recognition as service concession
specific to the asset for which the estimates of future arrangements.
cash flows have not been adjusted.
4.5 Employee Benefits - Defined benefit obligation (DBO)
At each Balance Sheet date, consideration is given
Management’s estimate of the DBO is based on a
to determine whether there is any indication of
number of critical underlying assumptions such
impairment of the carrying amount of the Company’s
as standard rates of inflation, medical cost trends,
assets. If any indication exists, estimation is made for
mortality, discount rate and anticipation of future
the asset’s recoverable amount, which is the greater
salary increases. Variation in these assumptions may
of the fair value less cost to sell and the value in use.
significantly impact the DBO amount and the annual
An impairment loss, if any, is recognized whenever the
defined benefit expenses.
carrying amount of an asset exceeds the recoverable
amount. 4.6 Events after the Reporting Period
Impairment losses of continuing operations, including Adjusting events are events that provide further
impairment on inventories, if any, are recognized in evidence of conditions that existed at the end of the
statement of profit and loss. reporting period. The financial statements are adjusted
for such events before authorization for issue.
4.3 Provision against investments / Loans and Advances
to Subsidiaries and Associate Non-adjusting events are events that are indicative
of conditions that arose after the end of the reporting
The management taking into account the present
period. Non-adjusting events after the reporting date
operations of the Company, proposed restructuring,
are not accounted, but disclosed if material.
160
Tangible Assets Intangible Assets
Right
Owned Assets of use Total Owned Assets
assets Property,
Particulars
plant and Total
Furniture equipment
Office Leasehold Technical Intangible
and Vehicles Computers Buildings (5a) Software
equipments Improvements knowhow Assets
Fixtures
(5b)
Gross Carrying Amount
As at April 1, 2020 49 5 17 5 30 130 236 15 - 15
Additions - - - - - - - - - -
Less: Disposals/Transfers 36 - - - 11 - 47 - - -
Orient Green Power Company Limited
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes
5 .1 All the above assets are owned by the Company, other than the Right of use assets.
5.2 Depreciation, Amortisation and Impairment for the year comprises of the following:
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes :
6.1 Considering accumulated losses in one of the subsidiaries viz. Beta Wind Farm Private Limited, the company has during the
previous year tested the Investments of Rs. 57,163 lakhs in Equity instruments and Loan of Rs. 34,196 lakhs for impairment/
credit losses. Such testing which was carried out on the basis of net present value of projected cash flows of the subsidiary
approved by the management of the company did not reveal any losses. The impairment testing shall be reviewed by the
company on an annual basis or at shorter intervals if the situation so warrants.
6.2 The amount of Rs. 53,367lakhs (As at 31 March, 2021 Rs.53,367lakhs) shown as Investment in deemed equity in respect of
subsidiaries towards fair value of interest free/ subsidized loans and investments in 6% Cumulative Redeemable Preference
shares.
6.3 The company had invested Rs. 86,423 Lakhs in Cumulative Redeemable Preference Shares issued by its subsidiary Beta
Wind Farm Private Limited (Beta). In accordance with Ind AS 109, “Financial Instruments” the said investments in Preference
shares has been treated as a loan given by the parent and accordingly is carried at amortised cost. The difference between
the amount invested and the net present value is accounted as Investment in nature of Equity.
6.4 Categorisation of Investments - as per Ind AS 109 Classification
As at As at
Particulars
31-Mar-2022 31-Mar-2021
Financial Assets measured at cost 66,772 66,772
6.5 Subsequent to the balance sheet date, the company disposed its entire shareholding held in M/s. Pallavi Power and Mines
Limited Limited, associate company. This investment is adequately provided for in earlier years and hence no impairment is
requried during the year.
Note 7 : Loans- Non current
As at As at
Particulars
31-Mar-2022 31-Mar-2021
(a) Loans Receivables considered good - Secured - -
(b) Loans Receivables considered good - Unsecured (Refer Note 7.1 below) 35,194 35,926
(c) Loans Receivables which have significant increase in Credit Risk - -
(d) Loans Receivables - credit impaired (Refer Note 7.2 below) 6,867 6,757
Less: Impairment Allowance (6,867) (6,757)
Total 35,194 35,926
Notes:
7.1 The company had invested Rs. 86,423 Lakhs(including premium of Rs. 40,937 Lakhs) in 45,48,59,455 6% Cumulative
Redeemable Preference Shares issued by its subsidiary Beta Wind Farm Private Limited (Beta). In accordance with Ind
AS 109, “Financial Instruments” the said investments in Preference shares has been treated as a loan given by the parent
and accordingly is carried at amortised cost.The difference of Rs. 52,228 Lakhs between the amount invested and the net
present value of Rs. 34,196 Lakhs is accounted as Investment in nature of Equity. The Net Present value of Rs. 34,196 lakhs
is treated as loan to Beta. In view of accumulated losses of Beta, considering the provisions of Companies Act, 2013 and the
agreement Beta has with its consortium bankers, no dividend has been declared by Beta so far and hence on a prudent basis,
no income has been accrued on this amount.
7.2 The amount disclosed as credit impaired represent amounts paid to Orient Green Power (Europe) BV (subsidiary), Pallavi
Power and Mines Limited (Associate), Sanjog Sugars and Eco Power Private Limited, Statt Agra Ventures Private Limited,
Statt Green Power Private Limited.
7.3 No loans or advances which are in the nature of loans have been granted by company to promoters, directors and KMPs
(as defined under the Companies Act, 2013) either severally or jointly with any other person.
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31-Mar-2022 31-Mar-2021
Unsecured, Considered good unless otherwise stated
(a) Interest Receivable on Loan to Related Parties - credit impaired 2,472 2,392
Less: Impairment allowance (2,472) (2,392)
Total - -
Note 9 : Non-Current Tax Assets
As at As at
Particulars
31-Mar-2022 31-Mar-2021
(a) Advance Income Tax (Net of Provisions) 298 282
Total 298 282
As at As at
Particulars
31-Mar-2022 31-Mar-2021
(a) Unamortized upfront fee 10 15
(b) Others
- Balance held as margin money with banks 106 106
Total 116 121
Note 11 : Current Investments
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31-Mar-2022 31-Mar-2021
(a) Trade Receivables considered good - Secured - -
(b) Trade Receivables considered good - Unsecured 243 788
(c) Trade Receivables which have significant increase in Credit Risk - -
(d) Trade Receivables - credit impaired 111 111
Less: Allowances for credit losses (111) (111)
Total 243 788
Note:
12.1 The average credit period for trade receivables is 45 days.
12.2 A There are no debts due from the directors or other officers of the Company or any of them either severally or jointly with
any other person or debts due from firms including Limited Liability Partnerships (LLPs), private companies, respectively, in
which any director or other officer is a partner or a director or a member.
12.3 Ageing of receivables
Ageing as at March 31, 2022
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31-Mar-2022 31-Mar-2021
A. Cash and Cash Equivalents
(a) Cash on hand - -
(b) Balances with banks
(i) In current accounts 27 37
Cash and Cash Equivalents 27 37
B. Other Bank Balances - -
Total (A +B) 27 37
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31-Mar-2022 31-Mar-2021
(a) Unbilled Revenue 123 247
(b) Interest accrued on deposits 1 1
(c) Receivables from disposal of investments (Refer note 14.2 below) 57 -
Less: Impairment allowance (57) -
(c) Other receivables (Refer note 14.3 below) - 116
Total 124 364
14.1. Refer note 39.1 on discontinued operations.
14.2 During the year, the company disinvested its entire shareholding in Statt Orient Energy Private Limited. The investment
was adequately provided in earlier years. Due to the economic turmoil in Srilanka and consequent restrictions imposed on
transactions involving foreign exchange, the repatriation of the sale proceeds of Rs. 57 lakhs is pending. The company has
made full provision on these receivables on a prudent basis.
14.3. During the previous year, the company received Eur 135,000 as repayment of loan from one of its subsidiaries Orient Green
Power (Europe) B.V. However the funds were credited to the Company’s account subsequent to balance sheet date since
regulatory clearance was awaited. Accordingly, its equivalent Indian rupee amount is classified as other receivables as at
balance sheet date.
Note 15: Other Current Assets
As at As at
Particulars
31-Mar-2022 31-Mar-2021
(a) Prepaid Expenses 81 316
(b) Others
- Tax credit receivable 29 33
Total 110 349
As at As at
Particulars
31-Mar-2022 31-Mar-2021
(a) Land (Refer Note 16.1 & 16.2) 177 177
(b) Building (Refer Note 16.2) - -
(c) Plant & Equipment (Refer Note 16.2) - -
(d) Investments, Loans and Advances and Interest receivable (Refer Note. 16.2,
5,436 6,404
16.3 and 16.4)
(e) Other Assets (Refer Note 16.2) 300 300
5,913 6,881
Less: Impairment recognized to arrive at Net Realizable Value (5,795) (6,603)
Total 118 278
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
16.1 The Company intends to dispose land acquired for development of Energy plantation. Considering the market value,
impairment has been recognized as and when the situation warrants. Accordingly, an impairment of Rs.60 lakhs (previous
year - Rs. 15 lakhs) has been recognized during the year. The Company is in negotiation with some potential buyers and
expects that the fair value less costs to sell the land will be higher than the net carrying value.
16.2 Refer note 39.1 on discontinued operations
16.3 The Board of directors of the Company in its meeting held on January 24, 2018 accorded its approval to dispose the
investments in one of its subsidiaries, viz., Amrit Environmental Technologies Private Limited(AETPL), subject to approvals
from secured creditors and other regulators. Accordingly, the company transferred 26% of the shares in AETPL during the
year 2018-19. During the year, an impairment of Rs.Nil (previous year - Rs.8 lakhs) has been recognized towards the loans
granted.
16.4 During the previous year the company decided to dispose one of its subsidiaries viz., Statt Orient Energy Private
Limited(SOEPL) domiciled in Srilanka. Accordingly, the investment in SOEPL and advance for subscription towards equity
shares are classified under Assets held for sale. Considering the estimated realizable proceeds from the disposal, an
impairment of Rs.793 lakhs is recognized under discontinued operations. Also. refer note 14.2 above.
16.5 The liabilities directly associated with assets held for sale have been identified by the management under Note 28.
Note 17 : Share Capital
(c)
Subscribed and fully paid up
Equity shares of Rs.10 each with voting rights 75,07,23,977 75,072 75,07,23,977 75,072
75,07,23,977 75,072 75,07,23,977 75,072
Note:
17.1 Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
17.5 Aggregate Number and Class of Shares- allotted as Fully paid up Bonus shares (or) issued for consideration other than cash
(or) shares bought back for the Period of 5 Years Immediately Preceding the Balance Sheet Date - Nil.
17.6 Shares reserved for issue under options and contracts or commitments for the sale of shares or disinvestment, including the
terms and amounts - Nil.
17.7 During the year, M/s. Janati Bio Power Private Limited (Janati), promoter company informed the Stock Exchanges under
relevant regulations that out of the shares of the holding company pledged by them 86,800,000 Equity Shares were invoked
by the lenders against security given by Janati. In addition, 19,802,305 equity Shares of the Holding Company have been
offloaded and sold in the open market by Janati. These transactions resulted in reduction of Janati’s holding in the holding
company from 48.67% to 34.47% during the year.
17.8 In April 2022, the company increased the share capital from Rs.8,000,000,000 (divided into 800,000,000 equity shares of
Rs.10 each) to Rs. 16,000,000,000 consisting Rs. 13,000,000,000 (divided into 1,300,000,000 equity shares of Rs. 10 each) and
Rs.3,000,000,000 (divided into 300,000,000 preference shares of Rs. 10 each).
Note 18: Other Equity
As at As at
Particulars
31-Mar-2022 31-Mar-2021
Reserves and Surplus
(a) Securities premium account 80,203 80,203
(b) Retained earnings (81,860) (79,687)
Other Comprehensive Income
(c) Remeasurement of defined benefit plans 5 2
Total (1,652) 518
18.1 Movement in the Reserves for the year has been presented under
As at As at
Particulars
31-Mar-2022 31-Mar-2021
(a) Securities premium account
Opening balance 80,203 80,203
Add : Premium on securities issued during the year - -
Closing balance 80,203 80,203
(b) Retained earnings
Opening balance (79,687) (78,890)
Add: Profit/(Loss) for the year (2,173) (797)
Closing balance (81,860) (79,687)
(c) Remeasurement of Defined benefit plans
Opening balance 2 (3)
Add: Additions during the year 3 5
Less: Reversed during the year - -
Closing balance 5 2
Total (1,652) 518
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31-Mar-2022 31-Mar-2021
(a) Term loans
From Banks - Secured 2,150 2,725
(b) Loans taken from related parties- Unsecured 26,262 25,153
Total 28,412 27,878
19.1 The company has been regular in the repayment of dues and interest corresponding to the above loan.
19.2 For the current maturities of Long term debt, refer items (a) and (b) in “Current Borrowings” in Note 23.
19.3 The company is not declared as wilful defaulter by any bank or financial institution or other lender.
19.4 The company registered charges/ satisfaction of charges, wherever applicable within stipulated time with the Registrar of
Companies.
Note 19.5 :
(i) Details of terms of repayment and security provided in respect of the secured long-term borrowings from banks:
Amount
repayable Amount
within one disclosed as
Total Amount
year classified Long Term
outstanding
as current Borrowings
Particulars Terms of Repayment and Security
borrowing (Refer Note 19)
(Refer Note 23)
As at As at As at As at As at As at
31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
2022 2021 2022 2021 2022 2021
Yes Bank Ltd Repayable in 39 quarterly installments commencing from 2,679 3,142 529 417 2,150 2,725
December 2016 & ending June 2026
The loan outstanding is secured by a First Charge on the Fixed
Assets, movable Fixed assets and current assets of 28.725
MW Project owned by Clarion Wind Farm Private Limited,
subsidiary of the Company. Further, the loan is secured by
extension of charge on assets of PSR Green Power Projects
Private Limited (PSR Green) and Shriram Non Conventional
Energy Limited (SNCEL), erstwhile subsidiaries of the
Company.
Interest Rates - 10.15%. As at 31 March 2021- 11.1%.
Total - Term loans from Banks 2,679 3,142 529 417 2,150 2,725
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
(ii) Details of terms of repayment and other terms in respect of the unsecured long-term borrowings from Related Parties:
Amount
repayable Amount
within one disclosed as
Total Amount
year classified Long Term
outstanding
as current Borrowings
Particulars Terms of repayment and other terms
borrowing (Refer Note 19)
(Refer Note 23)
As at As at As at As at As at As at
31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-
2022 2021 2022 2021 2022 2021
Term Loan As per the terms of the loan agreement, as amended in
from financial year 2014-15, 2018-19, 2019-20, 2020-21, the loan
SVL Limited including interest shall be repaid in one or more instalments
(Formerly commencing on or after 1 April 2015 and shall be repaid on or
Shriram before 31 March 2024, with an option to rollover as agreed by 16,139 14,544 - - 16,139 14,544
Industrial the parties. Considering the nature of this loan, the amount
Holdings outstanding has been classified as non current.
Limited) Interest -for current year -7.2% (As at 31 March 2021- Nil) p.a.
simple interest.
Term
As per the terms of the loan agreement, the loan including
Loan from
interest shall be repaid in one or more instalments shall be
Bharath 9,123 8,684 - - 9,123 8,684
repaid on or before 31 March 2024, Interest for current year -
Wind Farm
Nil. (As at 31 March 2021- 10.5%) simple interest.
Limited
Term Loan
As per the terms of the loan agreement, the loan including
from Beta
interest shall be repaid in one or more instalments shall be
Wind Farm 1,000 1,925 - - 1,000 1,925
repaid on or before 31 March 2024, Interest - for current year
Private
-11.52% (As at 31 March 2021- 10.5%) p.a. simple interest.
Limited
Total - Term loan from Related Parties 26,262 25,153 - - 26,262 25,153
Total Borrowings 28,941 28,295 529 417 28,412 27,878
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31-Mar-2022 31-Mar-2021
Interest payable on loans from Related parties 250 107
Total 250 107
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Note 28: Liabilities directly associated with assets held for sale
As at As at
Particulars
31-Mar-2022 31-Mar-2021
(a) Trade payables (Refer Note 28.1) 93 93
(b) Others 50 50
Total 143 143
28.1 Trade payables include Rs.93 lakhs towards Energy plantation land acquired by the company. Also, refer note 16 on Assets
held for sale .
Note 29 : Revenue from Operations
For the year ended For the year ended
Particulars
31 March, 2022 31 March, 2021
(a) Sale of Power - -
(b) Other operating revenues (Refer Note below) 2,978 2,947
Total 2,978 2,947
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
29(a) Disaggregation of revenue from the transfer of goods and services over time and at a point in time in the following major
product lines and geographical regions
For the year ended For the year ended
Particulars
31 March, 2022 31 March, 2021
Revenue from sale of Power
- India - -
- Others - -
Revenue from Operation and Maintenance Service contracts and others
- India 2,978 2,947
- Others - -
Total Revenue from Contracts with Customers 2,978 2,947
Revenue recognized from sale of power/services to
- External Customers - -
- Related Parties 2,978 2,947
2,978 2,947
Timing of Revenue Recognition
- At a point in Time - -
- Over period of Time 2,978 2,947
Total Revenue from Contracts with Customers 2,978 2,947
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
The present value of the defined benefit plan liability is calculated using a discount rate which is determined
by reference to market yields at the end of the reporting period on government bonds. When there is a deep
Investment risk market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit. Currently, for
these plans, investments are made in government securities, debt instruments, Short term debt instruments,
Equity instruments and Asset Backed, Trust Structured securities as per notification of Ministry of Finance.
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an
Interest risk
increase in the return on the plan’s investments.
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
Longevity risk mortality of plan participants both during and after their employment. An increase in the life expectancy of
the plan participants will increase the plan’s liability.
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan
Salary risk
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
Apart from gratuity, no other post-retirement benefits are provided to these employees.
In respect of the above plans, the most recent actuarial valuation of the plan assets and the present value of the defined benefit
obligation were carried out as at 31 March 2022 by a member firm of the Institute of Actuaries of India. The present value of the
defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit
credit method.
(a) Amount recognised in the statement of profit & loss in respect of the defined benefit plan are as follows :
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
(c) Movement in the present value of the defined benefit obligation are as follows :
For the year ended For the year ended
Particulars
31 March, 2022 31 March, 2021
Change in the obligation during the year ended
Present value of defined benefit obligation at the beginning of the year 49 43
Expenses Recognised in Profit and Loss Account
- Current Service Cost 7 6
- Interest Expense (Income) 2 2
Recognised in Other Comprehensive Income
Remeasurement gains / (losses)
- Actuarial Gain (Loss) arising from:
i. Demographic Assumptions - -
ii. Financial Assumptions - 1
iii. Experience Adjustments (4) (6)
Benefit payments from plan (12) -
Benefit payments from employer (7) (11)
Acquisitions/(Transfers) - 14
Present value of defined benefit obligation at the end of the year 35 49
As at As at
Particulars
31 March, 2022 31 March, 2021
Fair value of plan assets at the beginning of the year - -
Employer contribution 51 -
Interest income 1 -
Benefit payment from plan (12) -
Actuarial gain/(loss) (1) -
Fair value of plan assets at the end of the year 39 -
Category of plan assets- Insurer managed funds
(e) The following Table gives the Funded Status and the amount recognised in the Balance Sheet for the Plan.
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
(f) The principal assumptions used for the purpose of actuarial valuation were as follows :
As at As at
Particulars
31 March, 2022 31 March, 2021
Discount rate 6.55% 6.60%
Expected rate of salary increase 5.00% 8.00%
Expected return on plan assets 6.60% 6.60%
Attrition rate 17.00% 10.00%
Mortality IALM 2012-14(Ult) IALM 2012-14(Ult)
(g) Significant actuarial assumptions for the determination of defined obligation are discount rate, expected salary increase rate
and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the respective
assumptions occurring at the end of the reporting period while holding all other assumptions constant :
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
39 Discontinued Operations
The financial details relating to the aforesaid business, included in the Standalone Audited Financial Statements are given below:
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars 31 March, 2022 31 March, 2021
LIABILITIES
Non-current Liabilities
Financial Liabilities
(i) Borrowings - -
(ii) Other Financial Liabilities - -
Provisions - -
Other Non-current Liabilities - -
Total Non Current Liabilities - -
Current Liabilities
Financial Liabilities
(i) Borrowings - -
(ii) Trade Payables 57 327
(iii) Other Financial Liabilities - -
Provisions - -
Other Current Liabilities - -
Total Current Liabilities 57 327
Liabilities associated with assets held for sale (Refer Note 28) 143 143
TOTAL LIABILITIES 200 470
(iii) The details of net cash flows attributable to the identified assets/investments held for sale are given below:
For the year ended For the year ended
Particulars
31 March, 2022 31 March, 2021
Cash flows from Operating activities - (20)
Cash flows from Investing activities - (18)
Cash flows from Financing activities - -
40 Disclosure required as per regulations 34(3) of the SEBI (Listing obligations and disclosure requirements) regulations,
2015
Loans and advances in the nature of loans (gross of provisions) given to subsidiaries are given below.
Current year (2021-22)
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at As at
Particulars
31 March, 2022 31 March, 2021
Measured at amortised cost (net of impairment)
- Loans 35,194 35,926
- Trade receivables 243 788
- Cash and Bank balance 27 37
- Other financial assets - Current 124 364
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of each
reporting period are as follows :
Particulars As at Euro INR LKR INR
31-Mar-22 20 1,639 - -
Advance made
31-Mar-21 26 2,218 - -
31-Mar-22 10 829 - -
Interest Receivable
31-Mar-21 9 749 - -
Of the above foreign currency exposures, the following exposures are not hedged:
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Weighted
Less than 1 1-3 3 months 1 to 5 5 years and
average TOTAL
Particulars month months to 1 year years above
interest rate
% INR INR INR INR INR INR
31 March 2022
Non-interest bearing NA - - 463 9,123 - 9,586
Fixed interest rate instruments 7.82% - 69 460 19,289 - 19,818
Total - - 923 28,412 - 29,404
31 March 2021
Non-interest bearing NA - - 791 23,228 - 24,019
Fixed interest rate instruments 10.87% - - 417 4,650 - 5,067
Total - - 1,208 27,878 - 29,086
The following table details the Company’s expected maturity for its non-derivative financial assets. The table has been drawn up
based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets.
The inclusion of information on non-derivative financial assets is necessary in order to understand the Company’s liquidity risk
management as the liquidity is managed on a net asset and liability basis.
31 March 2021
Non-interest bearing - - 1,227 - 66,772 67,999
Fixed interest rate instruments - - - 1,692 34,196 35,888
Total - - 1,227 1,692 100,968 103,887
The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities is
subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the
reporting period.
Note 41 (b) - Fair Value Measurement
(i) Fair value of financial assets and financial liabilities that are not measured at fair value :
The Company considers that the carrying amount of financial asset and financial liabilities recognised in the financial
statements approximate the fair values.
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
2021-22 2020-21
Nature of Transaction Related Parties
In Rupees lakhs In Rupees lakhs
Income:
Interest Received Orient Green Power (Europe), BV 80 93
Rental Income Beta Wind Farm Private Limited - 143
Bharath Wind Farm Limited - 4
Clarion Wind Farm Private Limited - 15
Gamma Green Power Private Limited - 9
Windmill Operation and Maintenance services Beta Wind Farm Private Limited 2,978 2,947
Expenses:
Rental Expense Beta Wind Farm Private Limited 4 -
Interest Expense SVL Limited 1,061 -
Interest Expense Beta Wind Farm Private Limited 143 107
Remuneration to Key Managerial Personnel to Salaries and Short-term employee
32 61
Mr. Venkatachalam Sesha Ayyar (Refer note benefits;
43.2) Contribution to defined contribution
2 4
plans
Compensated absences and Gratuity
18 3
provision
Remuneration to Key Managerial Personnel to Salaries and Short-term employee
57 57
Ms. J Kotteswari benefits;
Contribution to defined contribution
4 4
plans
Compensated absences and Gratuity
1 2
provision
Remuneration to Key Managerial Personnel to Salaries and Short-term employee
15 3
Ms. M Kirithika (Refer note 42.3) benefits;
Contribution to defined contribution
1 -
plans
Compensated absences and Gratuity
- -
provision
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
2021-22 2020-21
Nature of Transaction Related Parties
In Rupees lakhs In Rupees lakhs
Remuneration to Key Managerial Personnel to Salaries and Short-term employee
- 28
Mr. P Srinivasan (Refer note 42.3) benefits;
Contribution to defined contribution
- 2
plans
Provisions made / (reversed) with respect to Amrit Environmental Technologies
5 8
diminution in the value of investments / loans Private Limited
and advances / others(net) Orient Green Power (Europe), BV 195 266
Others:
Assignment of Receivables from Biobijlee Green
Power Limited (Subsidiary of Janati Bio Power SVL Limited - 3,612
Private Limited) to SVL Limited
Loans Made/Repaid / (Recovered/Received) - Amrit Environmental Technologies
- 8
(Net) Private Limited
Beta Wind Farm Private Limited 925 (752)
Bharath Wind Farm Limited (439) 224
Orient Green Power Europe BV 538 121
Orient Green Power (Maharashtra)
(38) -
Private Limited
SVL Limited (1,595) -
Amrit Environmental Technologies
2,183 2183
Private Limited
Orient Green Power Europe BV 2,468 2,967
Statt Orient Energy Private Limited 75 75
Orient Green Power (Maharashtra)
- 38
Private Limited
Pallavi Power and Mines Limited 12 12
Provision carried as at the Balance Sheet Date Gamma Green Power Private Limited (3,295) (3,295)
towards diminution in the value of investments / Amrit Environmental Technologies
doubtful loans and advances / others (5,360) (5,360)
Private Limited
Pallavi Power and Mines Limited (736) (736)
Orient Green Power (Europe), BV (1,076) (823)
Statt Orient Energy Private Limited - (944)
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
2021-22 2020-21
Nature of Transaction Related Parties
In Rupees lakhs In Rupees lakhs
Liabilities as at the Balance Sheet Date:
Payables Beta Wind Farm Private Limited 1,000 1,925
Bharath Wind Farm Limited 9,123 8,684
SVL Limited - Long Term Borrowings 16,139 14,544
Guarantees:
Corporate Guarantees Given Beta Wind Farm Private Limited 1,33,002 1,63,027
Gamma Green Power Private Limited 4,000 4,000
Clarion Wind Farm Private Limited 10,000 10,000
V j e t r o E l e k t r a n a C r n o B r d o d .o .o ,
7,500 7,500
Croatia
Amrit Environmental Technologies
3,900 3,900
Private Limited
Pallavi Power and Mines Limited - 4,370
To various subsidiaries of Janati
Biopower Private Limited (refer note- - 8,127
37.1)
Notes
42.1 The Company accounts for costs incurred by the Related parties based on the actual invoices/debit notes raised and accruals
as confirmed by such related parties. The Related parties have confirmed to the Management that as at 31 March, 2022, there
are no further amounts payable to/receivable from them, other than as disclosed above.
42.2 Mr. Venkatachalam Sesha Ayyar, Managing Director resigned from the services of the company on September 30, 2021. The
board in its meeting dated March 30, 2022 appointed Mr. T Shivaraman as Managing Director for a period of 3 years from the
said date, subject to shareholders approval.
42.3
During the previous year Mr. P Srinivasan, Company Secretary retired from the services of the company on
December 27, 2020. Ms. M Kirithika has been appointed as Company Secretary with effect from December 28, 2020.
43 Leases
In earlier years, the company leased an office building. With the exception of shortterm leases and leases of low-value
underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The company
classifies its right-of-use assets in a consistent manner under its property, plant and equipment within the same line item as
if they were owned by company. (Refer note 5)
Rental expense recorded for short-term leases, under Ind AS 116, during the year ended March 31, 2022 is Rs.2 lakhs
(previous year- Rs. 45 lakhs). A certain portion of the leased premises were lent to subsidiaries in previous year. (Also refer
note 31.2 and 42)
In accordance with IND AS 116 Leases, The payment of lease liabilities have been disclosed under cash flow from financing
activities in the Cash Flow Statement.
44 Ratios
INCREASE/
PARTICULARS NUMERATOR DENOMINATOR 2021-22 2020-21 REASON FOR VARIANCE EXCEEDING 25%
DECREASE
(a) Current Ratio (in times) Total Current Assets Total Current Liabilities 2.16 2.13 1%
(excluding current
maturities)
(b) Debt-Equity Ratio (in times) Debt including lease Total equity 0.39 0.37 5%
liabilities
(c) Debt Service Coverage Ratio (in times) Earning for Debt Debt service = Interest 0.72 -1.73 141% The increase is on account of reduction in
Service = Net Profit and lease payments + operational expenses.
after taxes + Non-cash Principal repayments
Orient Green Power Company Limited
operating expenses +
Interest + Other non-
cash adjustments
(d) Return on Equity Ratio (in %) Profit for the year less Average total equity -0.03 -0.01 178% The increase is mainly on account of interest
Preference dividend provision accrued during the year
(if any)
(e) Trade Receivables turnover ratio (in times) Revenue from Average trade 5.78 1.81 220% These numbers are not as such comparable
operations receivables since the average receivables of previous years
include exceptional items.
(f) Trade payables turnover ratio (in times) cost of maintenance+ Average trade payables 11.23 4.54 147% The payables were cleared ontime considering
other expenses the availabilty of funds. Resulting in improved
ratio.
(g) Net capital turnover ratio (in times) Revenue from Average working capital -11.54 7.37 -257% The reduction is on account of utilization of
operations (i.e. Total current assets collections and other realizations towards
less Total current repayment of group borrowings
liabilities)
(h) Net profit ratio (in %) Profit for the year Revenue from -0.73 -0.27 170% The increase is mainly on account of interest
operations provision accrued during the year and an
exceptional receipt in the previous year.
(i) Return on Capital employed (in %) Profit before tax and Capital employed = Net -0.01 -0.00 131% The increase is mainly on account of interest
finance costs worth + Lease liabilities provision accrued during the year and an
+ Deferred tax liabilities exceptional receipt in the previous year.
(j) Return on investment (in %) Income generated from Average funds invested 0 0 0% considering the restrictive covenants imposed
investments by the banks/lenders, the income generated
from investments stands nil.
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
As at 31 March 2021:
Particulars Currency Amount in Lakhs FCY Rupees in Lakhs
Loans to Subsidiaries - Receivable EURO 26 2,218
Interest receivable from Subsidiaries EURO 9 749
Bank Balance LKR - -
47 The Board of Directors of the Company, at its meeting held on January 30, 2020, gave its in-principle approval for merger of
its wholly owned subsidiary namely, Bharath Wind Farm Limited with the company. The Board in its meeting dated August
11,2021 reviewed the progress of the merger and having considered the delays involved in securing the requisite clearances,
the Board approved the withdrawal of the scheme.
Further, the proposal for merger of M/s. Orient Green Power (Maharashtra) Private Limited was also withdrawn and the board
gave its in principle approval for initiating voluntary strikeoff of this subsidiary.
48 The Board of Directors of the Company, at their meeting held on January 30, 2020, gave in- principle approval for a scheme
of arrangement wherein 50% of the share capital and certain portion of securities premium account would have been utilized
towards adjustment of identified business losses of the Company. The draft scheme would have been subject to approval
from shareholders and regulatory authorities. Subsequent to the approval of scheme, the par value of the equity share was
proposed to be Rs.5 per share.
Notes forming part of standalone financial statements for the year ended 31 March, 2022
(All amounts are in Indian Rupees in lakhs unless otherwise stated)
The Company was directed to re-submit the scheme application with latest financials available, as the review by stock
exchanges were not completed within the expected time. Considering the time and costs involved in the process of
resubmission, the Board in its meeting dated August 11,2021 approved the withdrawal of the scheme.
49 The figures for previous year have been regrouped wherever necessary to conform to the classification of the current year.
50 The Board of Directors of the Company has reviewed the realisable value of all the current assets and has confirmed that
the value of such assets in the ordinary course of business will not be less than the value at which these are recognized in
the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets including
long-term investments in the financial statements. The Board, duly taking into account all the relevant disclosures made, has
approved these financial statements in its meeting held on May 20, 2022.
In terms of our report attached For and on behalf of the Board of Directors
For G.D. Apte & Co.,
Chartered Accountants
Firm Registration Number: 100 515W
T. Shivaraman R Ganapathi
Managing Director & CEO Director
DIN: 01312018 DIN: 00103623
Umesh S. Abhyankar
Partner J. Kotteswari M. Kirithika
Membership Number: 113 053 Chief Financial Officer Company Secretary
Notes:
Notice is hereby given that the Fifteenth Annual General SPECIAL BUSINESS:
Meeting of Orient Green Power Company Limited will be held
4. o approve the appointment of Mr. T Shivaraman, as
T
on Thursday, 30th June 2022 at 11.00 A.M. (IST) through Video Managing Director & CEO of the Company for a period
Conferencing (VC)/ Other Audio Visual Means to transact the of 3 years from 30th March 2022 till 29th March 2025 and
following business: also for the payment of his remuneration
ORDINARY BUSINESS: To consider and if thought fit, to pass with or without
modification(s), the following resolution as a Special
1. To consider and if thought fit, to pass with or without
Resolution:
modification(s), the following resolution as an ordinary
resolution: RESOLVED THAT pursuant to the provisions of
Sections 196, 197, 203 and other applicable provisions,
RESOLVED THAT the Standalone and Consolidated
if any, of the Companies Act, 2013, read with Schedule
Audited Financial Statements for the year ended V thereto and SEBI (Listing Obligations and Disclosure
31st March 2022, together with the Directors’ Report Requirements) Regulations 2015 (including any
and the Auditors’ Reports thereon as circulated to the statutory modification or re-enactment thereof, for the
Members and presented to the meeting be and are time being in force) and the Articles of Association of
hereby approved and adopted. the Company and based on the recommendations of the
Nomination & Remuneration Committee and approval
2. To consider and if thought fit, to pass with or without
of the Board of Directors of the Company, the consent
modification(s), the following resolution as an ordinary
of the members of the Company be and is hereby
resolution:
accorded for the appointment of Mr. T Shivaraman
RESOLVED THAT Mr. P Krishna Kumar (DIN: 01717373)
(DIN: 01312018) as Managing Director & CEO of the
Director, who retires by rotation and being eligible, Company for a period of 3 years from 30th March 2022
offers himself for re-appointment, be and is hereby till 29th March 2025 and also for the payment of gross
re-appointed as a Director of the Company. annual remuneration of Rs. 60 lakhs with effect from
1st July 2022 till 29th March 2025.
3.
To re-appoint Statutory Auditors and fix their
Apart from his gross annual remuneration, he is also
remuneration and in this regard to consider and if
entitled to:
thought fit, to pass with or without modification(s),
the following resolution as an Ordinary Resolution:- 1. Club Fees: Subscription or reimbursement of
membership fee of two Clubs in India.
RESOLVED THAT pursuant to the provisions of
Section 139 and other applicable provisions, if any, of 2. Company’s car/s with driver
the Companies Act, 2013, read with the Companies 3.
Gratuity as per the rules of the Company. This
(Audit and Auditors) Rules, 2014, and on the basis of perquisite shall not be included in the computation
recommendations of the Audit Committee, consent of of the aforesaid ceiling on perquisites to the extent
the members be and is hereby accorded to re-appoint these either singly or put together are not taxable
M/s. G.D.Apte & Co, Chartered Accountants, Mumbai under the Income Tax Act, 1961.
Firm Registration No. 100515W, as the Statutory 4.
Eligible for leave on full pay and allowances and
Auditors of the Company, for the second term of 5 (five) perquisites as per the rules of the Company.
years from the conclusion of this Fifteenth Annual Encashment of leave at the end of the tenure shall
General Meeting until the conclusion of the Twentieth not be included in the computation of the aforesaid
Annual General Meeting of the Company on such terms ceiling on perquisites and / or salary.
and remuneration as may be mutually agreed upon
5.
The Perquisites shall be evaluated as per Income
between the said Auditors and Board of Directors of the Tax Rules, wherever applicable, and in the absence
Company. of any such rules, perquisites shall be evaluated at
ESOLVED FURTHER THAT any Directors of the
R actual cost.
Company be and is hereby authorized to do all such RESOLVED FURTHER THAT the consent of the members
acts, things and deeds as may be deemed necessary to be and is hereby accorded, that where in any Financial
give effect to the above stated resolution. Year during the current tenure of Mr. T Shivaraman as
no change in existing Clause III (A) containing the Main venue. Hence, in compliance with the Circulars, the AGM
Objects sub-clause no. 1 to 7 and also alteration of the of the Company is being held through VC in accordance
liability Clause of MoA i.e. Clause IV by substituting the with the requirements laid down in Para 3 and Para 4 of
existing Clause IV with the following new Clause IV: the General Circular No.20/2020 dated 05.05.2020.
Clause IV The liability of member(s) is limited and this 2. A member entitled to attend and vote at the AGM is
liability is limited to the amount unpaid, entitled to appoint a proxy to attend and vote on his /
if any, on the shares held by them. her behalf and the proxy need not be a member of the
Company. Since the AGM is being held in accordance
RESOLVED FURTHER THAT for the purpose of giving with the Circulars through VC, the facility for the
effect to the above, the Board / Committee be and is appointment of proxies by the members will not be
hereby authorized to agree, make, accept and finalize available.
all such terms, condition(s), modification(s) and
3. Participation of members through VC will be reckoned
alteration(s) as it may deem fit within the aforesaid for the purpose of quorum for the AGM as per Section
provision and the Board/ Committee is also hereby 103 of the Act.
authorized to resolve and settle all questions, difficulties
or doubts that may arise with regard to such payment 4. Institutional / Corporate Shareholders (i.e. other than
individuals / HUF, NRI, etc.) are required to send a
and to finalize and execute all agreements, documents
scanned copy (pdf/jpg format) of its board or governing’s
and writings and to do all acts, deeds and things in this
body resolution/authorization etc., authorizing their
connection and incidental as the Board / Committee
representative to attend the 15th AGM through VC /
in its absolute discretion may deem fit without being
OAVM on its behalf and to vote through remote e-voting.
required to seek any further consent or approval of the
The said resolution/ authorization shall be sent to
members or otherwise to the end and intent that they
the Scrutinizer by email through its registered email
shall be deemed to have been given approval thereto address to alagar@geniconsolutions.com and may also
expressly by the authority of this resolution. upload the same at evoting@cdslindia.com.
RESOLVED FURTHER THAT the Board of Directors/
5. The register of members and share transfer books of
Company Secretary of the Company be and is hereby the Company will remain closed from Thursday, June 23,
authorized to do all such acts, deeds, matters and things 2022 to Thursday, June 30, 2022 (both days inclusive)
as may be considered to be necessary or desirable to for the purpose of 15th AGM of the Company.
give effect to this Resolution in this regard.
6.
The explanatory statement setting out the material
facts pursuant to Section 102 of the Companies Act,
2013, relating to special business to be transacted at the
Chennai By order of the Board of Directors Meeting is annexed.
May 30, 2022 M Kirithika 7. The voting rights of members shall be in proportion to
Company Secretary their shares of the paid up equity share capital of the
FCS No. 9811 Company as on June 24, 2022 being Cut-off Date.
Registered Office:
8. The Board of Directors has appointed M/s. M.Alagar &
Bascon Futura SV, 4th Floor, No.10/1,
Associates, Practising Company Secretary, Chennai as
Venkatanarayana Road, T.Nagar,
the Scrutinizer to scrutinize the e-voting process via
Chennai 600017 Ph: 044-49015678,
remote e-voting and e-voting at the 15th AGM in a fair
E-mail:complianceofficer@orientgreenpower.com
and transparent manner and he has consented to act as
Website: www.orientgreenpower.com scrutinizer.
Notes 9. The facility of joining the 15th AGM through VC/ OAVM
1. Pursuant to the Circular No. 2/2022 dated 5th May, 2022, will be opened 30 minutes before and will be open
read with circular number 20/2020 dated 5th May, 2020 upto 15 minutes after the scheduled start time of the
and General Circular 2/2022 issued by the Ministry of 15th AGM and will be available for 1,000 members on a
Corporate Affairs (MCA) and General Circular no. 21/2021 first-come first-served basis. This rule would however
dated December 14, 2021 issued by SEBI (hereinafter not apply to participation of shareholders holding 2% or
collectively referred to as “the Circulars”), companies more shareholding, promoters, institutional investors,
are allowed to hold AGM through Video Conference (‘VC’), directors, key and senior managerial personnel,
without the physical presence of members at a common auditors, etc.
10.
Institutional investors, who are members of the Depository Participant to enable us to send you the
Company, are encouraged to attend and vote at the communications via email.
15th AGM of the Company.
17.
Under Rule 18 of Companies (Management and
11. In terms of Sections 101 and 136 of the Act read with Administration) Rules, 2014, Members holding shares
the rules made thereunder, the listed companies in electronic mode who have not got their e-mail
may send the notice of AGM and the annual report, addresses updated with the DP are requested to update
including financial statements, boards’ report, etc. their e-mail address and any changes therein. Members
by electronic mode. In compliance with the aforesaid holding shares in physical mode are requested to
MCA Circulars and SEBI Circular, Notice of the 15th AGM update their e-mail address/mobile number, quoting
along with the Annual Report 2021-22 is being sent their folio number, to our Registrar and Share Transfer
only through electronic mode to those Members whose Agent, viz., M/s. Link Intime India Private Limited, (Unit:
email addresses are registered with the Company/ Orient Green Power Company Limited), (“RTA”) in the
Depositories. Members may note that the Notice and URL https:// web.linkintime.co.in/EmailReg/Email_
Annual Report for FY 2021 - 22 will also be available on Register.html or by writing to them at ‘C 101, 247 Park,
the Company’s website http://orientgreenpower.com/ LBS Marg, Vikhroli (West), Mumbai - 400 083, India, or by
annualreport.asp, website of the Stock Exchanges and e-mail to rnt.helpdesk@linkintime.co.in.
RTA i.e. BSE Limited (www.bseindia.com), National 18. Since the 15th AGM will be held through VC / OAVM, the
Stock Exchange of India Limited (www.nseindia.com) Route Map is not annexed in this Notice.
and CDSL (www.evotingindia.com)
19. The Company is also releasing a public notice by way
12. Further, those Members who have not registered their of advertisement being published in English in Trinity
email addresses may temporarily get themselves Mirror and in vernacular language (Tamil) in Makkal
registered with Company’s Registrar and Share Transfer Kural.
Agent, M/s. Link Intime India Private Limited (“RTA”)
by clicking the link: https://www.linkintime.co.in/ 20. For the purpose of dispatch of this Notice, Shareholders
EmailReg/Email_ Register.html for receiving the Annual of the Company holding shares either in physical form or
Report for FY 2021-22 also containing Notice of the in dematerialized form as on June 03, 2022 have been
AGM. considered.
21. Notes for E-voting:
13.
The Company has been maintaining, inter alia, the
following statutory registers at its registered office. 1.
Pursuant to the provisions of Section 108 of the
Companies Act, 2013 read with Rule 20 of the
i) Register of contracts or arrangements in which
Companies (Management and Administration) Rules,
directors are interested under Section 189 of
2014 (as amended) and Regulation 44 of SEBI (Listing
the Act.
Obligations & Disclosure Requirements) Regulations
ii) Register of directors and key managerial personnel 2015 (as amended), and MCA Circulars the Company is
and their shareholding under Section 170 of providing facility of remote e-voting to its Members in
the Act. respect of the business to be transacted at the AGM.
For this purpose, the Company has entered into an
14.
Members are requested to address all the
agreement with Central Depository Services (India)
correspondences, to the Registrar and Share Transfer
Limited (CDSL) for facilitating voting through electronic
Agents, M/s. Link Intime India Private Limited, C 101, 247
means, as the authorized e-Voting’s agency. The facility
Park, L.B.S Marg, Vikhroli (West), Mumbai, Maharashtra
of casting votes by a member using remote e-voting as
400083.
well as the e-voting system on the date of the AGM will
15.
Members whose shareholding is in electronic mode be provided by CDSL.
are requested to direct change of address notification
2. The voting period begins on Monday, June 27, 2022
and updates on bank account details, if any, to the
(10.00 A.M. IST) and ends on Wednesday, June 29, 2022
respective depository participants.
(5.00 P.M. IST). During this period shareholders’ of the
16.
The Company is concerned about the environment Company, holding shares either in physical form or in
and utilizes natural resources in a sustainable way. We dematerialized form, as on the cut-off date (record date)
request you to update your email address with your of June 24, 2022 may cast their vote electronically. The
remote e-voting module shall be disabled by CDSL for respectively. The AGM Notice is also disseminated on
voting thereafter. The remote e-voting shall not be the website of CDSL (agency for providing the Remote
allowed beyond 5.00 P.M. (IST) on Wednesday, the June e-Voting facility and e-voting system during the AGM)
29, 2022. Once the vote on a resolution is cast by the i.e. www.evotingindia.com.
Member, the Member shall not be allowed to change it
In terms of SEBI circular no. SEBI/HO/CFD/CMD/
5.
subsequently.
CIR/P/2020/242 dated December 9, 2020 on e-Voting
3. The attendance of the Members attending the AGM facility provided by Listed Companies, Individual
through VC/OAVM will be counted for the purpose of shareholders holding securities in demat mode are
ascertaining the quorum under Section 103 of the allowed to vote through their demat account maintained
Companies Act, 2013. with Depositories and Depository Participants.
Shareholders are advised to update their mobile number
4.
In line with the Ministry of Corporate Affairs
and email Id in their demat accounts in order to access
(MCA) Circulars, the Notice calling the AGM has
e-Voting facility.
been uploaded on the website of the Company at
www.orientgreenpower.com The Notice can also be Pursuant to above said SEBI Circular, Login method
accessed from the websites of the Stock Exchanges for e-Voting and joining virtual meetings for Individual
i.e. BSE Limited and National Stock Exchange of India shareholders holding securities in Demat mode CDSL/
Limited at www.bseindia.com and www.nseindia.com NSDL is given below:
(i) Login method for e-Voting and joining virtual meetings the new password field. Kindly note that this password
for Physical shareholders and shareholders other than is to be also used by the demat holders for voting for
individual holding in Demat form. resolutions of any other company on which they are
eligible to vote, provided that company opts for e-voting
1) The shareholders should log on to the e-voting website
through CDSL platform. It is strongly recommended not
www.evotingindia.com.
to share your password with any other person and take
2) Click on “Shareholders” module. utmost care to keep your password confidential.
3) Now enter your User ID (iv) For shareholders holding shares in physical form, the
a. For CDSL: 16 digits beneficiary ID, details can be used only for e-voting on the resolutions
contained in this Notice.
b. For NSDL: 8 Character DP ID followed by 8 Digits
Client ID, (v) Click on the EVSN for Orient Green Power Company
Limited on which you choose to vote.
c.
Shareholders holding shares in Physical Form
should enter Folio Number registered with the (vi)
On the voting page, you will see “RESOLUTION
Company. DESCRIPTION” and against the same the option “YES/
NO” for voting. Select the option YES or NO as desired.
4) Next enter the Image Verification as displayed and Click The option YES implies that you assent to the Resolution
on Login. and option NO implies that you dissent to the Resolution.
5) If you are holding shares in demat form and had logged (vii) Click on the “RESOLUTIONS FILE LINK” if you wish to
on to www.evotingindia.com and voted on an earlier view the entire Resolution details.
e-voting of any company, then your existing password is
to be used. (viii)
After selecting the resolution, you have decided to
vote on, click on “SUBMIT”. A confirmation box will be
6) If you are a first-time user follow the steps given below: displayed. If you wish to confirm your vote, click on
“OK”, else to change your vote, click on “CANCEL” and
For Physical shareholders and other than individual
accordingly modify your vote.
shareholders holding shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued (ix) Once you “CONFIRM” your vote on the resolution, you will
by Income Tax Department (Applicable for not be allowed to modify your vote.
both demat shareholders as well as physical (x) You can also take a print of the votes cast by clicking on
shareholders) “Click here to print” option on the Voting page.
• Shareholders who have not updated
their PAN with the Company/Depository (xi)
If a demat account holder has forgotten the login
Participant are requested to use the password then Enter the User ID and the image
sequence number sent by Company/RTA verification code and click on Forgot Password & enter
or contact the Company/RTA. the details as prompted by the system.
Dividend Enter the Dividend Bank Details or Date of Birth (xii) There is also an optional provision to upload BR/POA if
Bank (in dd/mm/yyyy format) as recorded in your any uploaded, which will be made available to scrutinizer
Details demat account or in the company records in for verification.
OR Date order to login.
(xiii) Additional Facility for Non – Individual Shareholders
of Birth • If both the details are not recorded with the
and Custodians –For Remote Voting only.
(DOB) depository or company, please enter the
member id / folio number in the Dividend •
Non-Individual shareholders (i.e. other than
Bank details field. Individuals, HUF, NRI etc.) and Custodians are
required to log on to www.evotingindia.com and
(ii)
After entering these details appropriately, click on
register themselves in the “Corporates” module.
“SUBMIT” tab.
• A scanned copy of the Registration Form bearing
(iii) Shareholders holding shares in physical form will then
the stamp and sign of the entity should be emailed
directly reach the Company selection screen. However,
to helpdesk.evoting@cdslindia.com.
shareholders holding shares in demat form will now
reach ‘Password Creation’ menu wherein they are • After receiving the login details a Compliance
required to mandatorily enter their login password in User should be created using the admin login and
password. The Compliance User would be able to In order to increase the efficiency of the voting
link the account(s) for which they wish to vote on. process, pursuant to a public consultation, it has been
decided to enable e-voting to all the demat account
• The list of accounts linked in the login should be
holders, by way of a single login credential, through
mailed to helpdesk.evoting@cdslindia.com and
their demat accounts/ websites of Depositories/
on approval of the accounts they would be able to
Depository Participants. Demat account holders would
cast their vote.
be able to cast their vote without having to register
• A scanned copy of the Board Resolution and Power again with the ESPs, thereby, not only facilitating
of Attorney (POA) which they have issued in favour seamless authentication but also enhancing ease and
of the Custodian, if any, should be uploaded in PDF convenience of participating in e-voting process.
format in the system for the scrutinizer to verify (iv) The Company would be providing the CDSL system for
the same. the Members to cast their vote through remote e-voting
•
Alternatively Non Individual shareholders and participate in the AGM through VC. Members may
are required to send the relevant Board access the same at https://www.evotingindia.com
Resolution/ Authority letter etc. together under shareholders/ Members login by using the remote
with attested specimen signature of the duly e-voting credentials.
authorized signatory who are authorized to (v) The procedure for attending meeting & e-Voting on the
vote, to the Scrutinizer and to the Company day of the AGM is same as the instructions mentioned
at the email address viz; complianceofficer@ above for e-voting.
orientgreenpower.com (designated email address
(vi) The link for VC/OAVM to attend meeting will be available
by company), if they have voted from individual tab
where the EVSN of Company will be displayed after
& not uploaded same in the CDSL e-voting system
successful login as per the instructions mentioned
for the scrutinizer to verify the same.
above for e-voting.
Instructions for Members attending the AGM through VC/
(vii) Shareholders who have voted through Remote e-Voting
OAVM & e-voting during the AGM are as under:
will be eligible to attend the meeting. However, they will
(i)
A person, whose name is recorded in the register not be eligible to vote at the AGM.
of members or in the register of beneficial owners (viii)
Shareholders are encouraged to join the Meeting
maintained by the depositories as on the cut-off date through Laptops / IPads for better experience.
only shall be entitled to avail the facility of ‘remote
e-voting’ or voting at the AGM through poll. (ix) Further shareholders will be required to allow Camera
and use Internet with a good speed to avoid any
(ii) Shareholders who have already cast their vote prior disturbance during the meeting.
to the AGM through remote e voting may also attend/
participate in the AGM through VC/OAVM but shall not (x) Please note that Participants Connecting from Mobile
be entitled to vote on such resolution again. Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss due to
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ Fluctuation in their respective network. It is therefore
CIR/P/2020/242 dated 09.12.2020, under Regulation recommended to use Stable Wi-Fi or LAN Connection
44 of Securities and Exchange Board of India (Listing to mitigate any kind of aforesaid glitches.
Obligations and Disclosure Requirements) Regulations,
(xi) Shareholders who would like to express their views/ask
2015, listed entities are required to provide remote
questions during the meeting may register themselves
e-voting facility to its shareholders, in respect of
as a speaker by sending their request in advance atleast
all shareholders’ resolutions. However, it has been
seven days prior to the date of meeting mentioning
observed that the participation by the public non-
their name, demat account number/folio number,
institutional shareholders/retail shareholders is at a
email id, mobile number to complianceofficer@
negligible level. orientgreenpower.com. The shareholders who do not
Currently, there are multiple e-voting service providers wish to speak during the AGM but have queries may
(ESPs) providing e-voting facility to listed entities in send their queries in advance 7 days prior to meeting
India. This necessitates registration on various ESPs mentioning their name, demat account number/folio
and maintenance of multiple user IDs and passwords by number, email id, mobile number to complianceofficer@
the shareholders. orientgreenpower.com. These queries will be replied to
by the company suitably by email. 3. For Individual Demat shareholders – Please update your
email id & mobile no. with your respective Depository
(xii) Those shareholders who have registered themselves as
Participant (DP) which is mandatory while e-Voting &
a speaker will only be allowed to express their views/ask
joining virtual meetings through Depository.
questions during the meeting.
If you have any queries or issues regarding attending AGM &
(xiii)
If any Votes are cast by the shareholders through
e-Voting from the CDSL e-Voting System, you can write an
the e-voting available during the AGM and if the same
email to helpdesk.evoting@cdslindia.com or contact at toll
shareholders have not participated in the meeting
free no. 1800 22 55 33.
through VC/OAVM facility, then the votes cast by such
shareholders shall be considered invalid as the facility All grievances connected with the facility for voting by
of e-voting during the meeting is available only to the electronic means may be addressed to Mr. Rakesh Dalvi,
shareholders attending the meeting. Sr. Manager, (CDSL) Central Depository Services (India)
Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill
(xiv) In case of joint holder attending the Meeting, only such
Compounds, N M Joshi Marg, Lower Parel (East), Mumbai -
joint holder who is higher in the order of name will be
400013 or send an email to helpdesk.evoting@cdslindia.com
entitled to vote.
or call toll free no. 1800 22 55 33.
Process for those Members whose email addresses are not
registered with the depositories:
1. For Physical shareholders- please provide necessary Chennai By order of the Board of Directors
details like Folio No., Name of shareholder, scanned May 30, 2022 M Kirithika
copy of the share certificate (front and back), PAN Company Secretary
(self attested scanned copy of PAN card), AADHAR FCS No. 9811
(self attested scanned copy of Aadhar Card) by email to Registered Office:
complianceofficer@orientgreenpower.com. Bascon Futura SV, 4th Floor, No.10/1,
Venkatanarayana Road, T.Nagar,
2. For Demat shareholders - Please update your email
Chennai 600017 Ph: 044-49015678,
id & mobile no. with your respective Depository
E-mail:complianceofficer@orientgreenpower.com
Participant (DP)
Website: www.orientgreenpower.com
Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 & Regulation 36 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
The following explanatory statement sets out all material in 2009. He was instrumental in taking SEPC to the public
facts relating to the special business mentioned in the issue during the year 2008 with a market capitalisation of
accompanying notice dated May 30, 2022 and shall be taken Rs 12,680 million. He was responsible for finalising joint
as forming part of the notice. ventures with Hamon Shriram Cottrell Private Limited, ‘Cie’
and ‘Leitner Technologies’, among others. Mr. T. Shivaraman
ITEM NO. 3
was one of the founders of our Company. Prior to joining
M/s. G.D.Apte & Co, Chartered Accountants, Mumbai, Firm SEPC, he was associated with ICI India Limited.
Registration No. 100515W were appointed as the Statutory
The Board considers that his association would be of
Auditors of the Company at the 10th Annual General Meeting
immense benefit to the Company and it is desirable to avail
(‘AGM’) held on August 9, 2017 for a term of 5 years and they
the services of Mr. T Shivaraman as Managing Director &
hold office upto the conclusion of the ensuing Annual General
CEO. Accordingly, in view of the above the Board of Directors
Meeting of the Company.
of the Company has, based on the recommendation of the
After evaluating and considering various factors, the Board of Nomination and Remuneration Committee at its meeting
Directors of the Company has, based on the recommendation held on March 30, 2022 proposed the appointment of
of the Audit Committee at its meeting held on May 20, Mr. T Shivaraman (DIN: 01312018) as Managing Director & CEO
2022, proposed the re-appointment of M/s. G.D.Apte & Co, of the Company for a period of 3 years from 30th March 2022
Chartered Accountants, Mumbai Firm Registration No. till 29th March 2025 without any remuneration, subject to the
(100515W), as the Statutory Auditors of the Company, for approval of the shareholders.
the second term of 5 (five) years from the conclusion of this
Further, the Nomination and Remuneration Committee
Fifteenth Annual General Meeting until the conclusion of
at its meeting held on May 30, 2022 recommended the
the Twentieth Annual General Meeting of the Company at a
remuneration to be paid to Mr. T Shivaraman for the period
remuneration as may be mutually agreed between the said
from 1st July 2022 to 29th March 2025 under Section 196, 197,
Auditors and Board of Directors of the Company.
198, 203 read with Schedule V of the Companies Act 2013
M/s. G.D.Apte & Co, have consented to their appointment for the gross annual remuneration of Rs.60 lakhs together
as Statutory Auditors and have confirmed that if appointed, with certain other benefits/perquisites as detailed in the
their appointment will be in accordance with Section 139 resolution, which was approved by the Board of Directors of
read with Section 141 of the Act. the Company at their meeting held on May 30, 2022, subject
to the approval of the shareholders.
None of the directors and key managerial personnel or their
relatives are interested in the resolution as set out in item no. It is informed that Mr. T Shivaraman is also the Managing
3 of this notice. Director & CEO of SEPC Limited and his tenure as Managing
Director & CEO of SEPC Limited is expiring by 19th September
ITEM NO. 4
2022.
The Members of the Company to consider for approving
As per Section 197 of the Companies Act 2013, the total
the appointment of Mr. T Shivaraman (DIN: 01312018) as the
managerial remuneration payable to its directors, including
Managing Director & CEO of the Company for a period of 3
Managing Director and Whole-Time Director, and its Manager
years.
in respect of any financial year shall not exceed 11% of the
Mr. T Shivaraman, aged 56 years, was appointed as the net profits of that company for that financial year computed
Director of our Company on January 28, 2010. He has a in the manner laid down in Section 198 of the Companies Act
bachelor’s degree in Chemical Engineering and master’s 2013.
degree in Mechanical Engineering from the Indian Institute
Provided that the company in general meeting may, authorise
of Technology (IIT), Madras. He has about 30 plus years of
the payment of remuneration exceeding 11% of the net profits
experience in plant operations and project engineering. He is
of the company, subject to the provisions of Schedule V.
currently also the Managing Director and the Chief Executive
Officer of SEPC Limited. As a Chief Executive Officer, he Under the Provisions of Section 197 read with Schedule V of
oversaw the growth of SEPC Limited from a consolidated the Companies Act, 2013, the appointment or reappointment
turnover of Rs 1,455.00 million in 2006 to Rs 10,108.70 million of a managing director, shall be in accordance with the
conditions specified in Parts I and II of Schedule V subject to e. Foreign investments or collaborators, if any:
the provisions of Part III of that Schedule
The Company has made investment in Statt Orient
Since, the Company has not committed any default to any Energy Private Limited, Sri Lanka with 90% stake with
of its secured creditors or public financial institutions, 10% being held by the local partner and the same was
obtaining prior approval from the secured creditor / disposed during January 2022. Besides, the company
lenders are not required for the proposed appointment of has invested in a wholly owned subsidiary in Europe, i.e.
Mr. T Shivaraman, Managing Director & CEO. Orient Green Power Europe B.V. and for development of
All documents referred to in the Notice and Explanatory wind farms through step down subsidiary.
Statement are open for inspection at the Registered Office II. INFORMATION ABOUT THE APPOINTEE:
of the Company during the office hours on any working day,
except Saturdays, Sunday and other public holidays, between a. Background details:
11.00 a.m. to 5.00 p.m till the date of the Annual General Mr. T Shivaraman, aged 56 years, was appointed as the
Meeting. Director of our Company on January 28, 2010. He has a
As the above mentioned remuneration payable to bachelor’s degree in Chemical Engineering and master’s
Mr. T Shivaraman is well within the limits prescribed under degree in Mechanical Engineering from the Indian
Schedule V read with relevant provisions of Companies Act Institute of Technology (IIT), Madras. He has about 30
2013, accordingly a special resolution is proposed for the plus years of experience in plant operations and project
approval of the shareholders. engineering. He is currently also the Managing Director
The statement as required under Schedule V of the and the Chief Executive Officer of SEPC Limited. As a
Companies Act, 2013, is as below: Managing Director and CEO, he oversaw the growth
of SEPC Limited from a consolidated turnover of
I. GENERAL INFORMATION:
Rs 1,455.00 million in 2006 to Rs 10,108.70 million in
a. Nature of Industry: 2009. He was instrumental in taking SEPC to the public
The Company is the one of the largest independent issue during the year 2008 with a market capitalisation
renewable energy-based power generation companies of Rs 12,680 million. He was responsible for finalising
focused on developing, owning and operating a joint ventures with Hamon Shriram Cottrell Private
diversified portfolio of wind renewable projects. Limited, ‘Cie’ and ‘Leitner Technologies’, among others.
Mr. T. Shivaraman was one of the founders of our
b.
Date of Commencement of business: 18th January,
Company. Prior to joining SEPC, he was associated with
2007
ICI India Limited.
c.
Financial Performance: for the financial year 2020-21
b. Past Remuneration: Nil
Particulars (Continuing Operations) (Rs. in Lakhs)
Revenue 2,947 c. Job Profile and its suitability:
Operating Margin Mr. T Shivaraman has about 30 plus years of experience
(PBT + Interest – Other Income) (698)
in plant operations and project engineering. In view of his
EBITDA (195)
rich experience, dynamism and recognition, the Board
PBT / (Loss before Tax) before
Exceptional Items (744) of Directors of the Company feels that Mr. T Shivaraman
PAT / (Loss after Tax) (744) would be the most efficient person to appoint as the
Total Assets 1,04,923 Managing Director & CEO of the Company.
Shares Outstanding (No.) 75,07,23,977 d. Remuneration Proposed:
Particulars (Details) Gross Annual Remuneration of Rs. 60 Lakhs.
Balance Sheet
Apart from the above, Mr. T Shivaraman is also
Current Ratio 1.35 entitled to:
ROCE (PBIT/Effective Capital Employed) -
Club Fees: Subscription or reimbursement of
1.
Per Share Data (Annualized) membership fee of two Clubs in India.
Revenue Per Share (in Rupees) 0.39 2. Company’s car/s with driver
EPS (Before Exceptional Items) (in 3. Gratuity as per the rules of the Company. This
(0.11)
Rupees) perquisite shall not be included in the computation
5. The Perquisites shall be evaluated as per Income As of March 31 2022, our total portfolio of operating
Tax Rules, wherever applicable, and in the absence projects comprised of 417 MW of wind energy.
of any such rules, perquisites shall be evaluated at
The consolidated revenue (continuing operations)
actual cost. including other income for the financial year
e.
Comparative Remuneration profile with respect to 2020-21 decreased by 21% to Rs.25,475 lakhs as against
industry, size of the Company, profile of the position Rs. 32,319 lakhs, mainly driven by low wind during the
and person: season coupled with disruptions in REC trading due to
regulatory changes. Consequently, the Consolidated
Currently, there are only few players apart from the
EBITDA (continuing operations) excluding exceptional
Company in the renewable energy business. The items for the year was at Rs. 17,000 lakhs against Rs.
Company’s business has a long gestation period and 28,045 lakhs for the previous fiscal.
is highly capital intensive in nature requiring large
out-flows of funds. In order to effectively oversee the However the Company reported a loss of Rs.797 lakhs on
implementation of the projects as well as the operations a standalone basis and Rs. 5,701 lakhs on a consolidated
of the running plants, the Company requires strong basis for the year ended 31st March 2021 mainly due to
and exceptionally proven and experienced managerial low wind during the season and disruptions in REC
personnel to monitor and successfully manage the trading due to regulatory changes.
interest of the Company. Considering Mr. T Shivaraman b. Steps taken or proposed to be taken for improvement:
experience and keeping in mind the requirements of
skills and effective leadership required to drive the •
The company’s persistent representations through
challenging business, the remuneration proposed industrial associations resulted in favorable
is considered to be moderate in comparison to the outcomes from disputes with various regulatory
remuneration packages of senior level personnel in bodies/Discoms. This has significantly improved
other similar Companies in the Industry. The Nomination the cash flows during 2021-22.
and Remuneration Committee consisting of three non- •
Efforts for reducing the interest rates have started
executive Directors, after elaborate discussions, has yielding results and the average interest cost of
approved the proposed remuneration. the group came down by 1%.
f.
Pecuniary relationship directly or indirectly with •
In regular discussion with bankers for lowering
the Company, or relationship with the managerial finance cost & improving liquidity by extending
personnel, if any: loan tenures
Mr. T Shivaraman, is a Managing Director & CEO of SEPC > E
fforts to reduce interest rates have started
Limited and holds directorship in SVL Limited, which are yielding visible results. The company saved
the promoter companies. Also, he is one of the trustees over Rs.5 crore during the period on interest
in SVL Trust which is the ultimate holding entity of the rate reduction.
Company. Further he holds 1,33,500 Equity Shares in
> E
xploring avenues to refinance existing debt.
the Company also he holds 2,85,685 Equity Shares in
We expect some positive developments in
SEPC Limited.
the near future.
Apart from the above, has no other pecuniary
c.
Expected increase in productivity and Profits in
relationship with the Company or with the managerial
measurable terms.
personnel, except the remuneration being proposed
to be paid to him as Managing Director & CEO of the Mr. T Shivaraman is a bachelor’s degree in Chemical
Company. Engineering and master’s degree in Mechanical
Engineering from the Indian Institute of Technology passing an Ordinary Resolution and in respect of voting on
(IIT), Madras, has about 30 plus years of experience in such resolution(s), all the related parties shall abstain from
plant operations and project engineering. In view of the voting, irrespective of whether the entity or person is a party
vast experience in finalising various joint ventures and to the particular transaction or not, pursuant to Regulation
also in view of his business profile and his experience 23(7) of Securities and Exchange Board of India (Listing
as MD & CEO of SEPC Limited, the board considered Obligations and Disclosure Requirements) Regulations, 2015.
that his appointment as Managing Director & CEO of our
Beta Wind Farm Private Limited and Amrit Environmental
company would be of immense benefit to the Company,
Technologies Private Limited are Related Parties as defined
in terms of increased profitability and growth of this
under Section 2 (76) of the Companies Act, 2013 and/ or under
company. The Company would be further benefited in
applicable accounting standards.
terms of growth, profitability with his guidance and rich
experiences. Beta Wind Farm Private Limited (BETA) and Amrit
Environmental Technologies Private Limited (AETPL) are
Except Mr. T Shivaraman, none of the directors and key
managerial personnel or their relatives are interested in the Subsidiaries of Orient Green Power Company Limited. Your
resolution as set out in item no. 4 of this notice. Company holds 74% equity share capital each in BETA and
AETPL. Your Company is in the business of generation and
The Board of Directors recommends the resolution for your sale of power from renewable energy sources. Considering
approval as a Special Resolution. the nature of business of your Company and the relevance
The given particulars of his appointment and remuneration of the transactions in the business, the transactions with
as stated above, may be treated as an Abstract pursuant to BETA are of continuous in nature and are being made in the
Section 197 of the Companies Act, 2013 Ordinary Course of Business at an arm’s length basis.
Apart from the above, none of the other directors and key III (B) as sub-clause no. 1 to 65 and accordingly Memorandum
managerial personnel or their relatives are interested in the of Association will no longer carry the Other Objects with no
resolution as set out in item no. 5 of this notice. change in existing Clause III (A) containing the Main Objects
sub-clause no. 1 to 7 and also alteration of the liability Clause
The Board recommends the resolution set forth in the above
of MoA i.e. Clause IV by substituting the existing Clause IV
item for the approval of the members by way of Ordinary
with the following new Clause IV:
Resolution.
Clause IV
The liability of member(s) is limited and this
ITEM NO. 6 liability is limited to the amount unpaid, if any, on
As per the provisions of Section 4 and Table A of Schedule the shares held by them.
I of the Companies Act, 2013, read with the Companies Hence the Board of Directors at its meeting held on May 20,
(Incorporation) Rules, 2014 the Memorandum of Association 2022 decided to amend Memorandum of Association of the
of the Company will no longer carry the Other Objects Clause. Company in accordance with Table A of the Schedule I and
However, the existing Memorandum of Association of the Section 4 of the Companies Act 2013 and seek shareholders’
Company carries the other Objects Clause., in order to align approval for the same. In terms of the provisions of Section
13 of the Companies Act, 2013, read with the Companies
the existing MOA of the Company in accordance with Table A
(Incorporation) Rules, 2014, the consent of the members by
of the Schedule I and Section 4 of the Companies Act 2013,
way of special resolution is required for amendment of the
it is proposed to alter Memorandum of Association of the
Memorandum of Association of the Company.
Company by merging and retaining Clause III (C) – OTHER
OBJECTS with Clause III B and to rename the Clause III (B) A copy of the proposed set of amended Memorandum of
as – “Matters which are necessary for furtherance of the Association of the Company would be available for inspection
Objects specified in Clause III (A)”and renumber the Clause for the members at the Registered Office of the Company
during the office hours on any working day, except Saturdays, The Board recommends the resolution set forth in the above
Sunday and other public holidays, between 11.00 a.m. to 5.00 item for the approval of the members by way of Special
p.m till the date of the Annual General Meeting. Resolution.
Details of Directors seeking appointment/re-appointment at the Fifteenth Annual General Meeting (Pursuant to Regulation 36
(3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2))
Profile of the Director who are proposed to be appointed / re-appointed is as below: