1 During the current year, Company has given corporate guarantees in favour of lender of subsidiary company and has recognised fair value of corporate guarantee as equity investment in Torrent Saurya Urja 2 Private Limited.
2 During the previous year, Company has given corporate guarantees in favour of lender of subsidiary company and has recognised fair value of corporate guarantee as equity investment in Surya Vidyut Limited.
3 On March 15, 2022, the Company had entered into a Share Purchase Agreement (SPA) and Shareholders Agreement (SHA) with ‘The Hon’ble Administrator of the Union Territory of Dadra and Nagar Haveli and Daman and Diu’ (the ‘Holding Entity’) and ‘Dadra and Nagar Haveli and Daman and Diu Power Distribution Corporation Limited’ (the ‘DNHDDPDCL’) for purchase of 51% shares of the DNHDDPDCL from the Holding Entity for a consideration of ' 555.00 Crore plus consideration adjustment of ' 31.06 Crore as per terms of SPA, on account of notified balance sheet of the DNHDDPDCL as at April 01 ,2022 i.e. total consideration of ' 586.06 Crore.
Basis the SPA and SHA read with The Dadra and Nagar Haveli and Daman and Diu Electricity (Reorganisation and Reforms) Transfer Scheme, 2022 (the “transfer scheme”), the effective date of transfer has been notified by the UT Administrator, Union Territory of Dadra and Nagar Haveli and Daman and Diu as April 01, 2022 (‘Acquisition date’) for the purpose of implementing the transfer scheme.
DNHDDPDCL is the licensee to carry out the function of distribution and retail supply of electricity in the Dadra and Nagar Haveli District of the Union Territory of Dadra and Nagar Haveli and Daman and Diu for a period of 25 years effective from the acquisition date.”
The Company has taken formal takeover of power distribution operations in the Union Territory of Dadra & Nagar Haveli and Daman & Diu from April 1, 2022.
Accordingly, the amount of purchase consideration paid for acquiring the shares of the distribution company has been shown as “Advance against equity investment” under Other financial assets as at March 31, 2022 in the standalone financial statements, which has been transferred to Investments in subsidiaries as on Acquisition date.
Consideration adjustment of ' 31.06 Crore, included under “Other current financial liabilities”, as at March 31, 2023 has been paid on April 29, 2023.
4 On April 23, 2022, the Company had entered into a Securities Purchase Agreement (SPA) with SkyPower Southeast Asia Ill Investments Limited, SkyPower Southeast Asia Holdings 2 Limited (the Sellers) for the acquisition of 100% of the share capital and all securities of Sunshakti Solar Power Projects Private Limited (SSPPPL), which operates 50 MW solar power plant, situated in the state of Telangana. On completion of the conditions precedent to SPA, SSPPPL had become wholly owned subsidiary of the Company w.e.f. June 13, 2022.
5 On July 30, 2022, the Company had acquired 100% of paid-up capital of Torrent Urja 7 Private Limited (TU7) (Formerly known as Wind Two Renergy Private Limited (WTRPL)) from lnox Green Energy Services Limited (formerly known as lnox Wind Infrastructure Services Limited). TU7 operates 50 MW Wind power plant, situated in the state of Gujarat. On acquisition of shares, TU7 had become wholly owned subsidiary of the Company w.e.f. July 30, 2022 which was Associate of the Company till July 29, 2022.
6 On March 20, 2024, the Company had entered into a Share Purchase Agreement (SPA) with PFC Consulting Limited (the Seller) through competitive bidding process for the acquisition of 100% of the share capital of Solapur Transmission Limited (STL), which will develop & operate transmission line and substation in Solapur, situated in the state of Maharashtra. Pursuant to the SPA, STL has become wholly owned subsidiary of the Company w.e.f. March 20, 2024.
7 The Company has exercised option for conversion of compulsorily convertible debentures (CCD) into Equity shares as per the terms of CCD subscription agreement in March 2023. Total 97,05,328 equity shares of Torrent Saurya Urja 6 Private Limited (Formerly known as LREHL Renewables India SPV 1 Private Limited) have been allotted to the Company, based on fair value of equity shares valued by independent valuer.
8 The Company has exercised option for conversion of compulsorily convertible debentures (CCD) into Equity shares as per the terms of CCD subscription agreement in March 2023. Total 15,756 equity shares of SunShakti Solar Power Projects Private Limited have been allotted to the Company; based on fair value of equity shares valued by independent valuer at the time of issue of CCD.
1 On February 08, 2023, the Company has entered into a Binding term sheet with Powerica Limited and Vestas Wind Technology India Private Limited (the Sellers) for the acquisition of 100% share capital of Airpower Windfarms Private Limited AWPL), which holds leasehold land situated in the state of Gujarat for the purpose of development of wind power project.
Accordingly, advance amount of ' 3.00 Crore given to the sellers as per binding term sheet is shown as “Advance against equity investment” as at March 31, 2023 in standalone financial statement.
On September 01, 2023, the Company through its wholly owned subsidiary, Torrent Green Energy Private Limited (TGEPL) has signed a Share Purchase Agreement (SPA) with the Sellers for the acquisition of 100% share capital of AWPL. The advance amount of ' 3.00 Crore has been recovered by Company from TGEPL .
1 The cost of stores and spares inventories recognised as an expense includes ' 4.03 Crore (Previous year - ' 3.66 Crore) in respect of write-downs of inventory to net realisable value determined based on evaluation of slow and nonmoving inventories.
2 The above carrying amount of inventories has been mortgaged and hypothecated to secure borrowings of the Company. [Refer note 25]
3 The Company has sold a certain quantity of Liquified Natural Gas (‘LNG’) to a third-party during FY 2023-24 and has also agreed to repurchase the same quantity of LNG at a pre-determined price. Accordingly, the Company has recognized a right to re-purchase inventory of LNG of ' 179.01 Crore as at March 31, 2024 (' Nil for March 31, 2023) and corresponding obligation of ' 179.01 Crore as at March 31, 2024 (' Nil for March 31, 2023) is included in “Sundry payables” under “Other current financial liabilities”.
2 25,74,22,311 equity shares (25,74,22,311 equity shares as at March 31, 2023) of ' 10 each fully paid up are held by the Parent Company - Torrent Investments Private Limited.
3 Terms / Rights attached to equity shares :
The Company has only one class of equity shares having par value of ' 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
6 Distributions made:
Interim dividend for FY 2023-24 of ' 12.00 per equity share [Previous year - ' 22.00 per equity share (including ' 13.00 per equity share as a special dividend)] aggregating to ' 576.74 Crore [Previous year - ' 1,057.36 Crore] was paid in the month of March 2024 [Previous year - March 2023].
The Board of Directors at its meeting held on May 22, 2024 has recommended a final dividend of 40% (' 4.00 per equity share of par value ' 10 each) [Previous year - ' 4.00 per equity share]. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting and if approved, would result in a cash outflow of ' 192.25 Crore.
1 Securities premium:
Securities premium reflects issuance of the shares by the Company at a premium, whether for cash or otherwise i.e. a sum equal to the aggregate amount of the premium received on shares is transferred to a “securities premium account” as per the provisions of the Companies Act, 2013. The reserve can be utilised in accordance with the provisions of the Act.
2 Debenture redemption reserve:
The Company was required to create a Debenture Redemption Reserve (DRR) out of the profits which are available for payment of dividend for the purpose of redemption of debentures. Pursuant to Companies (Share Capital and Debentures) Amendment Rules, 2019 dated August 16, 2019, the Company is not required to create DRR. Accordingly, the Company has not created DRR during the year and DRR created till previous years will be transferred to general reserve on redemption of debentures.
3 Contingency reserve:
As per the provisions of GERC MYT Regulations read with Tariff orders passed by GERC, the Company being a Distribution Licensee makes an appropriation to the contingency reserve to meet with certain exigencies. Investments in Bonds issued by Government of India have been made against such reserve.
4 Special reserve:
As per MYT Regulations (2007), the Company has created a reserve in FY 2011-12 and FY 2012-13, which represents one third amount of controllable gain shall be retained in a special reserve by the Generating Company or Licensee for the purpose of absorbing the impact of any future losses on account of controllable factors.
5 General reserve:
General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. The general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.
6 Retained earnings:
The retained earnings reflect the profit of the company earned till date net of appropriations. The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the balance in this reserve, after considering the requirements of the Companies Act, 2013.
1 Nature of security
The entire immovable and movable assets including current assets, both present and future, of the Company are mortgaged and hypothecated by way of first pari passu charge in favour of lenders for term loans of ' 5,786.07 Crore and non convertible debentures of ' 3,550.00 Crore along with lenders of cash credits and non-fund based credit facilities, except some assets which, in terms of respective financing documents (including Loan agreements, Debenture Trust deeds, working capital facility agreements), are carved out of security provided to lenders.
As at March 31, 2023
1 Nature of security
The entire immovable and movable assets including current assets, both present and future, of the Company are mortgaged and hypothecated by way of first pari passu charge in favour of lenders for term loans of ' 6,194.75 Crore and non convertible debentures of ' 2,030.00 Crore along with lenders of cash credits and non-fund based credit facilities, except some assets which, in terms of respective financing documents (including Loan agreements, Debenture Trust deeds), are carved out of security provided to lenders.
3 The rate of interest for term loans from banks are ranges from 8.35% p.a to 8.90% p.a. as at March 31, 2023.
4 Undrawn term loans from banks, based on approved facilities, were ' 300.00 Crore as at March 31, 2023.
5 Proceeds from term loans and debt instruments raised during the year have been utilized for the purposes for which it was obtained.
1 The entire immovable and movable assets including current assets, both present and future, of the Company are mortgaged and hypothecated by way of first pari passu charge in favour of lenders for working capital facilities and by way of second pari passu charge in favour of lenders for hedge facility.
2 Undrawn cash credit from banks, based on approved facilities, were ' 1,210.00 Crore (March 31, 2023 - '1,150.00 Crore).
3 During the current and previous year, the Company has used the loans for the purpose for which it was obtained.
4 The Company has borrowings from banks and financial institutions on the basis of security of current assets and quarterly returns or statements of current assets filed are in agreement with the books of accounts.
1 DGEN Power Plant
Net carrying value of Property, plant & equipment (“PPE”) and Right-of-use assets (“ROU”) as at March 31,2024 includes ' 1,237.82 Crore pertaining to 1,200 MW DGEN Mega Power Project located at Dahej, Gujarat including its Transmission Line (“DGEN”). DGEN started commercial operations with effect from November 2014 and thereafter has operated only intermittently / partially including the current year due to various factors such as unavailability of domestic gas, high prices of imported gas and non-availability of power selling arrangement.
In view of the above and given the current economic environment, during the current year, the Company had carried out an impairment assessment of DGEN as at March 31, 2024 by considering the recoverable amount based on value-in-use of DGEN in accordance with Indian Accounting Standard 36 ‘Impairment of Assets’. Value-in-use is determined considering a discount rate of 15.50% (March 31, 2023 - 15.00%) and cash flow projections over a period of 16 years (March 31, 2023 - 17 years), being the balance useful life of DGEN in terms of Central Electricity Regulatory Commission (Terms and Conditions of Tariff) Regulations, 2024 on the basis that the Company expects to supply power in the future. Based on the assessment, recoverable value of PPE by using value-in-use is ' 1,307.00 Crore which is higher than the carrying amount of PPE of ' 1,237.82 Crore and accordingly no additional impairment loss is required as at March 31, 2024. The management has conducted sensitivity analysis on impairment test of the value in use of DGEN. The management believes that reasonable possible change in key assumptions would not materially impact the impairment assessment as at March 31, 2024.
During the earlier years, the Company had provided for impairment loss of ' 2,300.00 Crore (March 31,2023 : ' 2,300.00 Crore).
Assessment of ‘value-in-use’ involves several key assumptions including expected demand, future price of fuel, expected tariff rates for electricity, discount rate, exchange rate and electricity market scenario, based on past trends and the current and likely future state of the industry. Management reviews such assumptions periodically to factor updated information based on events or changes in circumstances in order to make fresh assessment of impairment, if any.
2 Investment in Torrent Pipavav Generation Limited
Torrent Pipavav Generation Limited (“TPGL”), a subsidiary of the Company and a joint venture between the Company and Gujarat Power Corporation Limited (“GPCL”), had made payments in nature of compensation for acquisition of private land as per the court orders in Amreli, Gujarat for the purpose of developing a coal-based power plant of 1,000 MW. Due to non-availability of fuel linkage, Government of Gujarat (“GoG”) vide its letter dated December 06, 2017, communicated that the said project may not be developed and accordingly, the joint venture is intended to be dissolved. Further, as per the said letter, the cost of land would be reimbursed after the disposal of land.
As per the Letter dated January 23, 2024 from Revenue Department, Government of Gujarat , the said land is now to be handed over to the Collector, Amreli and had determined the amount to be paid to GPCL towards the cost incurred for acquisition of aforesaid land. The Collector, Amreli issued letter dated March 28, 2024 for payment to be made towards the cost incurred for acquisition of aforesaid land to GPCL. GPCL will reimburse TPGL its share from the total amount received from Collector, Amreli. Considering the above facts, assets and liabilities are reflected at their net realisable values or cost whichever is lower and the financial statement of TPGL for year ended March 31, 2024 have been prepared on a non - going concern basis.
Considering the above facts, Management has concluded that there is no additional impairment required as at March 31, 2024 for carrying amount of equity and loan is of ' 93.85 Crore (net of impairment ' 18.70 Crore).
(3) Unrecognised deferred tax assets
There is no MAT credit which is unrecognised as at March 31, 2024 and March 31, 2023.
Management has made an assessment of the amount of taxable income that would be available in future to offset the Accumulated MAT credit entitlement available to the Company.
The assessment of taxable income involved several key assumptions including expected demand, future price of fuel, expected tariff rate for electricity, exchange rate and electricity market scenario, which the management considered reasonable based on past trends, applicable tariff regulations / agreements and current and likely future state of the industry.
Note 43: Revenue from Contracts with Customers (a) Unbilled revenue
(1) Revenue from Power Supply also includes unbilled revenue towards FPPPA claims and other true up adjustments which is recognised considering applicable tariff regulations / tariff orders, past trends of approval and management’s probability estimate.
The Company has not recognized those true up adjustment claims which are subject of dispute and for which the Company is in appeal with regulatory authorities. These are recognised on receipt of final orders of respective regulatory authorities.
The Company has evaluated the impact of Supreme Court (“SC”) judgement dated February 28, 2019 in the case of Regional Provident Fund Commissioner (II) West Bengal v/s Vivekananda Vidyamandir and Others, in relation to exclusion of certain allowances from the definition of “basic wages” of the relevant employees for the purposes of determining contribution to Provident Fund (“PF”) under the Employees’ Provident Fund & Miscellaneous Provisions Act, 1952. There are interpretation issues relating to the said SC judgement. Based on such evaluation, management has concluded that effect of the aforesaid judgement on the Company is not material and accordingly, no provision has been made in the Standalone financial statements.
1 Management believes that its position on the aforesaid direct and indirect tax demands and other claims against the company will likely be upheld in the appellate process and accordingly no provision has been made in the standalone financial statements for such demands.
2 In respect of the above, the expected outflow will be determined at the time of final resolution of the dispute / matters. No reimbursement is expected.
The Company has complied with the relevant provisions of the Companies Act, 2013 and is not violative of the Prevention of Money-laundering Act, 2002.
During the year ended March 31,2024 and March 31,2023, the Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b) provide any guarantee, security, or the like on behalf of the ultimate beneficiaries.
(v) Lease asset of Shil, Mumbra and Kalwa (franchise area)
The Company has entered into a Distribution Franchise Agreement (“Agreement”) dated February 11, 2019 with Maharashtra State Electricity Distribution Company Limited (“MSEDCL’) whereby as per the Agreement the Company would distribute the electricity in the area of Shil, Mumbra and Kalwa in Thane District in Maharashtra (“Franchise area”) for 20 years (effective from March 01, 2020).
As per the Agreement, the Company would purchase electricity from MSEDCL at the rate which would be derived through mechanism as mentioned in the Agreement which is linked to the number of units purchased and would distribute electricity to the Consumers at the tariff which has been approved by Maharashtra Electricity Regulation Commission (MERC).
Further as per the Agreement, the Company has right to use existing assets of MSEDCL in the Franchise area provided it shall perform all the obligations and accepts all liabilities of MSEDCL on behalf of distribution licensee in Franchise area and MSEDCL shall not charge any rent for the use of such assets.
Considering the facts of the arrangement, the Company has the right to obtain substantially all of the economic benefits from use of MSEDCL assets of the Franchise area and the right to direct the use of the said assets for 20 years and accordingly it would meet the definition of Lease as per Ind AS 116. Further, for distribution of electricity, the Company would purchase power from MSEDCL for which payment would be made as per the franchise agreement which is linked to the number of units purchased. Accordingly the payments by the Company to MSEDCL is variable in nature and there are no fixed payments in the form of minimum purchase commitments, take or pay or any sort of fixed charges is required to be made.
Considering the entire payment made by the Company for this arrangement is variable in nature and there would be no lease liability required to be recognised with a corresponding right of use assets on initial recognition in accordance with Ind AS 116 and considering non-availability of relevant observable information for lease payments, management estimates and cost benefit analysis, total consideration payable to MSEDCL towards purchase of electricity has been shown as ‘Electrical energy purchased’ in the Financial Statements.
Note 48: Employee Benefits Plan48.1 Defined contribution plan
The Company has defined contribution retirement benefit plans for its employees.
The Company’s contributions to provident fund, pension scheme and employee state insurance scheme are made to the relevant government authorities as per the prescribed rules and regulations. The Company’s superannuation scheme for qualifying employees is administered through its various superannuation trust funds. The Company’s contributions to the above defined contribution plans are recognised as employee benefit expenses in the statement of profit and loss for the year in which they are due. The Company has no further obligation in respect of such plans beyond the contributions made.
The Company’s contribution to provident, pension, superannuation funds and to employees state insurance scheme aggregating to ' 46.32 Crore (Previous year - ' 43.77 Crore) has been recognised in the statement of profit and loss under the head employee benefits expense [Refer note 37].
48.2 Defined benefit plans
(a) Gratuity
The Company operates through various gratuity trust, a plan, covering all its employees. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. The gratuity benefits payable to the employees are based on the tenure of employee’s service and last drawn salary at the time of leaving. The employees do not contribute towards this plan and the full cost of providing these benefits are met by the Company. In case of death while in service, the gratuity is payable irrespective of vesting.
The Company makes annual contribution to the gratuity schemes administered by the Life Insurance Corporation of India through its various Gratuity Trust Funds. The liability in respect of plan is determined on the basis of an actuarial valuation.
(b) Risk exposure to defined benefit plans
The plans typically expose the Company to actuarial risks such as: asset volatility, interest rate risk, longevity risk and salary risk as described below:
Asset volatility
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 Indian government securities; if the return on plan asset is below this rate, it will create a plan deficit.”
Interest risk
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan’s debt investments.”
Longevity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the 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.”
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.”
The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation was carried out at March 31, 2024. 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.
(f) Category wise plan assets
Contributions to fund the obligations under the gratuity plan are made to the Life Insurance Corporation of India.
(g) Sensitivity analysis
Significant actuarial assumptions for the determination of the defined obligation are discount rate and expected salary increase. The sensitivity analysis given 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.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
(h) The weighted average duration of the gratuity plan based on average future service is 18 years (Previous year - 18 years).
(i) Expected contribution to the plan for the next annual reporting period is ' 24.76 Crore (Previous year - ' Nil).
(j) Cash flow projection from the fund
Projected benefits payable in future years from the date of reporting
48.3 Other long-term employee benefit obligations
The leave obligation covers the Company’s liability for sick and earned leave. Under these compensated absences plans, leave encashment is payable to all eligible employees on separation from the Company due to death, retirement or resignation; at the rate of daily last drawn salary, multiplied by leave days accumulated as at the end of relevant period. Refer notes 33 and 37 for the leave encashment provision / charge in the balance sheet and statement of profit and loss.
Note 53: Operating Segments
During the current year, in line with the reassessment for reporting financial information to the entity’s chief operating decision maker (CODM), the CODM evaluates the Company’s performance and applies the resources to whole of the Company’s business viz. “Generation, Renewables, Transmission and Distribution of Power”. In accordance with I nd AS - 108 “Operating Segments”, the Company has disclosed the segment information in the Consolidated financial statements and therefore no separate disclosure of segment information is given in the standalone financial statement.
Note 56: Financial Instruments and Risk Management (a) Capital management
The Company manages its capital structure in a manner to ensure that it will be able to continue as a going concern while optimising the return to stakeholders through the appropriate debt and equity balance.
The Company's capital structure is represented by equity (comprising equity shares, retained earnings and other reserves as detailed in notes 23,24) and debt (borrowings as detailed in note 25).
The Company's management reviews the capital structure of the Company on an annual basis. As part of this review, the management considers the cost of capital and the risks associated with each class of capital. The Company's plan is to ensure that the gearing ratio (debt equity ratio) is well within the limit of 2:1. No changes were made in the objectives, policies or process for managing its capital during the year ended March 31, 2024 and March 31, 2023.The Company reviews its Dividend policy from time to time.
1 Debt is defined as all long term debt outstanding [including unamortised expense (net of premium)] contingent liability pertaining to corporate / financial guarantee given (to the extent utilised) short term debt outstanding in lieu of long term debt.
2 Total equity is defined as equity share capital all reserve (excluding revaluation reserve) deferred tax liabilities - deferred tax assets - intangible assets - Intangible assets under development
Loan Covenants
The company has complied with financial covenants specified as per the terms of borrowing facilities.
1 The carrying amounts of trade receivables, trade payables, capital creditors, cash and cash equivalents, other financial assets and other financial liabilities are considered to be the same as their fair values, due to their shortterm nature.
2 Non current loan carries the interest rates that are variable in nature and hence carrying value is considered as same as fair value.
(c) Fair value measurement
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable
or unobservable and consists of the following three levels:”
Level 1 : Inputs are Quoted (unadjusted) market prices in active markets for identical assets or liabilities. This includes investments in mutual funds that have quoted price.
Level 2 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. This includes unquoted floating and fixed rate borrowing and Investment property
Level 3 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. This includes unquoted equity shares, loans, security deposits, investments in Debentures, oating rate borrowings.
(d) Financial risk management objectives
The Company’s principal financial liabilities, comprise borrowings, employee payables, security deposits from consumers, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and projects capital expenditure. The Company’s principal financial assets include loans, advances, trade and other receivables and cash and cash equivalents that derive directly from its operations.
The Company’s activities expose it to a variety of financial risks viz foreign currency risk, commodity price risk, interest rate risk, credit risk, liquidity risk etc. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The Company’s senior management oversees the management of these risks. It advises on financial risks and the appropriate financial risk governance framework for the Company.
Foreign currency risk
The Company is exposed to foreign currency risks arising from various currency exposures, primarily with respect to the USD and EURO. Foreign currency risks arise from future commercial transactions and recognized assets and liabilities, when they are denominated in a currency other than Indian Rupee.
The commodity exposure is mainly on account of fuel, a substantial part of which is a pass through cost and hence the commodity price exposure is not likely to have a material financial impact on the Company.
The Company has exposure to USD / INR exchange rate arising principally on account of import of LNG and import of coal. The extant tariff regulations do not permit the cost of hedging such exposure as a cost to be passed through to the off-takers / beneficiaries. As a result, the Company does not follow a policy of hedging such exposures and actual rupee costs of import of fuel are substantially passed on to the off-takers / consumers, because of which such commodity price exposure is not likely to have a material financial impact on the Company.
Derivatives
The Company uses derivative financial instruments such as forwards to hedge its risks associated with price risk movements. Risks associated with fluctuation in the price of the raw materials (natural gas) are minimized by undertaking appropriate derivative instruments. The fair values of all such derivative financial instruments are recognized as assets or liabilities at the balance sheet date.
Most of the Company’s borrowings are on a floating rate of interest. The Company has exposure to interest rate risk, arising principally on changes in Marginal Cost of Funds based Lending Rate (MCLR). The Company uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund requirements for its day to day operations like non-convertible debentures and short term credit lines besides internal accruals.
Interest rate risk sensitivity:
The below mentioned sensitivity analysis is based on the exposure to interest rates for floating rate borrowings. For this it is assumed that the amount of the floating rate liability outstanding at the end of the reporting period was outstanding for the whole year. If interest rates had been 50 basis points higher or lower, other variables being held constant, following is the impact on profit before tax .
Credit risk
Trade receivables:
(1) Exposures to credit risk
The Company is exposed to the counterparty credit risk arising from the possibility that counterparties might fail to comply with contractual obligations. This exposure may arise with regard to unsettled amounts.
(2) Credit risk management
Credit risk is managed and limited in accordance with the type of transaction and the creditworthiness of the counterparty. The Company has established criteria for admission, approval systems, authorisation levels, exposure measurement methodologies, etc. The concentration of credit risk is limited due to the fact that the customer base is large. None of the customers accounted for more than 10% of the receivables and revenue for the year ended March 31, 2024 and March 31, 2023. The Company is dependent on the domestic market for its business and revenues.
The Company’s credit policies and practices with respect to distribution areas are designed to limit credit exposure by collecting security deposits prior to providing utility services or after utility service has commenced according to applicable regulatory requirements. In respect to generation business, Company generally has letter of credits / bank guarantees to limit its credit exposure.
(3) Other credit enhancements
The Company collects the security deposits in the form of Cash or Bank guarantee, considering the relevant electricity regulations under the relevant geographical area to cover its credit risks associated with its trade receivables.
(4) Age of receivables and expected credit loss
The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables. The expected credit loss allowance is based on ageing of the days the receivables are due. Trade receivable balances mainly comprise of outstanding from consumers wherein the credit period provided to such consumers is less than 30 days. Based on the historical trend the same is collected well within the credit period.
The Company segments the receivables for the purpose of determining historical loss rate based on shared risk characteristics i.e. Government Consumers / Non Government consumers, Status of Consumers i.e. Live consumers / Disconnected consumers and Security deposits provided by the Consumer. Considering the nature of the business, the historical loss rate is not significant.
The concentration of credit risk is very limited due to the fact that the large customers are mainly government entities and remaining customer base is large and widely dispersed and secured with security deposit.
Other financial assets/instruments:
The Company is having balances in cash and cash equivalents, term deposits with banks, Loans to related parties, investments in government securities and investment in mutual funds. The Company is having balances in cash and cash equivalents, term deposits with scheduled banks with high credit rating and hence perceive low credit risk of default. With respect to investments, the Company limits its exposure to credit risk by investing in liquid securities with counterparties depending on their Composite Performance Rankings (CPR) published by CRISIL. The Company’s investment policy lays down guidelines with respect to exposure per counterparty, rating, processes in terms of control and continuous monitoring. The Company therefore considers credit risks on such investments to be negligible. The credit loss from Loans receivable from related parties and financial guarantees is considered immaterial. The recoverable amount of unbilled revenue (including revenue gap/surplus) perceives low credit risk of default considering applicable tariff regulations / tariff orders, management’s probability estimate and the past trends of approval.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are required to be settled by delivering the cash or another financial asset. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and unused borrowing facilities, by continuously monitoring projected / actual cash flows.
Maturities of financial liabilities:
The Company’s remaining contractual maturity for its financial liabilities with agreed repayment periods is given below. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash ows. The contractual maturity is based on the earliest date on which the Company may be required to pay.
The amount included in Note 44 (c) (ii) (b) to (e) for financial guarantee contracts are the maximum amounts the Company could be forced to settle under respective arrangements for the full guaranteed amount if that amount is claimed by the counterparty to the guarantee. Based on expectations at the end of the reporting period, the Company considers that it is more likely than not that such amount will not be payable under the arrangement.
Note 57: Provision for Onerous Contracts
The Company has a outstanding provision of ' 24.98 Crore as at March 31,2024 (March 31,2023 - ' 124.94 Crore) in respect of certain onerous contracts towards potential damages and other project related costs, arising from expected delays or failure to set up certain wind power generation capacities, awarded to the Company in a prior period under a competitive bidding process. The expected outflow of the outstanding provision will be determined at the time of resolution of the matter.
During the current year, the Company has received final order dated March 28, 2024 from Central Electricity Regulatory Commission rejecting the Company’s plea for termination of Power Purchase Agreement executed between the Company and Solar Energy Corporation of India (SECI) on account of a Force Majeure event and held to encash the Performance Bank Guarantees (BGs) submitted to SECI amounting to ' 99.96 Crore. Subsequent to the year-end SECI has encashed the aforesaid BG’s on April 02, 2024, accordingly,' 99.96 Crore provision has been utilised (Previous year provision of ' 10.82 Crore has been reversed due to writting off of pre-operative expenses).
Note 58: Government Grant (a) Nature of government grant
Ministry of Power, Government of India (GoI), had introduced the Accelerated Power Development & Reforms Programme (APDRP) to achieve reduction in Aggregate Technical & Commercial losses, to strengthen the Transmission & Distribution network and to ensure reliable and quality power supply with adequate consumer satisfaction. The projects approved for financing under the programme are eligible for a grant and soft loan each equivalent to 25% of the project cost from the GoI. The Balance 50% was required to be funded by the Company. There are no unfulfilled conditions or other contingencies attached to these grants.
Note 59: Scheme of Arrangement
The Board of Directors of the Company at its meeting dated August 10, 2023, had approved the Scheme of Arrangement (“Scheme”) for transfer and vesting of “the Renewable Power Undertaking” (comprises of 316.60 MW of solar and wind power) of the Company to Torrent Green Energy Private Limited, a wholly owned subsidiary (incorporated w.e.f. August 02, 2023) of the Company, on a going concern basis by way of slump sale with effect from the appointed date i.e. April 01, 2024 at book value, under sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Scheme has been filed with National Stock Exchange of India & BSE Limited on August 28, 2023. The Company has got approval of National Stock Exchange of India & BSE Limited vide Observation Letters dated March 04, 2024. The Company has filed the Application with National Company Law Tribunal (“NCLT”), Ahmedabad Bench on March 29, 2024 for its approval. The NCLT vide its order dated May 15, 2024 has directed to convene separate Meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of only Renewable Power Undertakings of the Company on Thursday, July 18, 2024 for obtaining their approval to the proposed Scheme. The scheme is subject to requisite regulatory and other approvals, pending which no adjustments are required to be made in the financial statements for the quarter and year ended March 31, 2024.
The Indian Parliament has approved the Code on Social Security, 2020 (“Code”) which may likely impact the obligations of the Company for contribution to employees’ provident fund and gratuity. The effective date from which the Code is applicable and the rules to be framed under the Code are yet to be notified. In view of this, impact if any, of the change will be assessed and accounted in the period in which the Code and the rules thereunder are notified.
Other than those mentioned below, there are no charges or satisfactions which are yet to be registered with the Registrar of Companies beyond the statutory period for year ended March 31, 2024 and March 31, 2023.
During the year ended March 31, 2023
The Company has filed Form No. CHG-1 dated November 11,2022 for modification of Charge with the Registrar of Companies, as detailed below, which was required to be filed on August 17, 2022 i.e. delay of 86 days. The reason for delay was technical error in filing the form on account of upgradation of MCA21 V2 filing portal to MCA21 V3 portal.
Note 68: Audit Trail in Accounting Software
The Company has been using SAP ERP as a books of accounts. While SAP audit logging has been enabled from the beginning of the year and captures all the changes made in the audit log as per SAP note no 3042258 version 7 dated March 06, 2024. However, changes made using certain privileged access does not capture “old value” and “new value” of changes made. After thorough testing and validation of tolerable impact on performance of SAP system, the audit trail at Database level was configured on March 27, 2024. As a part of privileged access management, Company has implemented ARCON make PAM (Privileged Access Management System) suite. This PAM system provides access based on need/approval and does the video recording of all activities carried out by privileged user. However due to standard database functionality of HANA DB, while changes made are logged in the database, it does not capture “old value” and “new value” of changes made. This is SAP related issue and management is working towards resolving the same with the vendor.
(a) The Company is in compliance with number of layers of companies in accordance with clause 87 of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 during the year ended March 31,2024 and March 31, 2023.
(b) The Company has not invested or traded in Crypto Currency or Virtual Currency during the year ended March 31, 2024 and March 31, 2023.
(c) No proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder during the year ended March 31, 2024 and March 31, 2023.
(d) The Company has not been declared Wilful Defaulter by any bank or financial institution or government or any government authority during the year ended March 31, 2024 and March 31, 2023.
(e) During the year ended March 31, 2024 and March 31, 2023, the Company has not surrendered or disclosed as income any transactions not recorded in the books of accounts in the course of tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
Note 70: Approval of Financial Statements
The financial statements were approved for issue by the board of directors on May 22, 2024.
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