TEESTA URJA LIMITED

Annual Report 2018-19

Teesta Urja Limited

TEESTA URJA LIMITED

(A Govt. of Sikkim Enterprise)

(CIN: U31200DL2005SGC133875)

14th

Annual Report

2018-19


Teesta Urja Limited

Contents Item

No.

Item Name Page No.

1 Board of Directors

1

2 Directors’ Report

2 – 36

3 Auditors’ Report

37 - 55

4 Comments of Comptroller and Auditor General of India on

Standalone Financial Statements for the year ended March

31, 2019

56

5 Balance Sheet as at March 31, 2019

57 - 58

6 Statement of Profit & Loss Account for the year ended

March 31, 2019

59 - 60

7 Cash Flow Statement for the year ended March 31, 2019

61 - 62

8 Statement of changes in Equity as at March 31, 2019

63

9 Notes forming part of Standalone Financial Statement

64 - 125

10 Statement pursuant to Section 129 of the Companies Act,

2013 (Form AOC – 1)

126

11 Consolidated Financial Statement for the year ended March

31, 2019

127 - 210


Teesta Urja Limited

Board of Directors:

1 Mr. Arvind Kumar

Executive Chairman

2 Mr. Shiv Kumar Aggarwal

Managing Director

3 Mr. Mulakala Surya Prakasa Rao Executive Director

4 Ms. Arti Kant

Independent Director

5 Mr. Lalit Kumar Joshi Independent Director

6 Mr. Kharga Bahadur Kunwar Nominee Director

7 Mr. Chandrika Lal Thakur Nominee Director

8 Mr. Dhanpal Arvind Jhaveri

Nominee Director

9 Mr. Ajit Kumar

Nominee Director

10 Mr. Sanjiv Garg Lender’s Nominee Director

11 Mr. Vijay Kumar Singh

Lender’s Nominee Director

Committees:

Audit Committee

Nomination & Remuneration

Committee

Corporate Social Responsibility

Committee

Ms. Arti Kant

Mr. Arvind Kumar

Mr. Lalit Kumar Joshi

Ms. Arti Kant

Mr. Kharga Bahadur Kunwar


Ms. Arti Kant


Mr. Mulakala Surya Prakasa Rao

Chief Financial Officer

Mr. Himanshu Vishnoi

Company Secretary

Mr. Poonam Chand Jain

Registered Office: 2

nd Floor, Vijaya Building,

17 Barakhamba Road, Connaught Place,

New Delhi – 110001

Tele No. +91-11-46529600/46539700

Fax No.-+91-11-46529744

Email Id.: [email protected]

Website : www.teestaurja.com

Page 1 of 210

DIRECTORS’ REPORT

To

The Members,

Teesta Urja Limited

Your Directors are pleased to present the 14th

Annual Report on business and operations of your

Company along with the Audited Financial Statements for the year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company for the Financial Year 2018-19 and 2017-18 are as

under:

(Rs. in Lakh)

Particulars

Standalone Consolidated

2018-19 2017-18 2018-19 2017-18

Total Income

1,61,828 1,32,167 1,61,828 1,32,167

Less: Total Expenses (Net)

2,16,328 2,30,940 2,16,328 2,30,940

Loss before Rate Regulated Activities

and Tax (54,500) (98,773) (54,500) (98,773)

Less: Tax expense

i) Current Tax - - - -

ii) Deferred Tax (22,771) (25,147) (22,771) (25,147)

Loss for the year before net

movements in Regulatory Deferral

Account Balances

(31,729) (73,626) (31,877) (74,109)

Movement in Regulatory Deferral

Account Balances (Net of Tax) 423 3,481 420 3,479

Loss for the year after net movements

in Regulatory Deferral Account

Balances

(31,306) (70,145) (31,457) (70,630)

Other comprehensive income for the

year, net of tax (1) 11 (2) 12

Total comprehensive income for the

year (31,307) (70,134) (31,459) (70,618)

Page 2 of 210

During the year, the Net Loss of the Company was Rs.31,307 Lakh as compared to previous year

Net Loss of Rs.70,134 Lakh on standalone basis.

On a consolidated basis, the Loss of the Company was Rs. 31,459 Lakh as compared to previous

year loss of Rs.70,618 Lakh.

OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

Your Directors are pleased to inform that during the Financial Year 2018-19, the power station

of your Company generated gross 4,258.39 MUs at Generation Terminal against Design Energy

of 5214 MUs at Generation Terminal. The Company was not able to generate to its full capacity

of 1200 MW in Financial Year 2018-19 due to evacuation constraints limiting the evacuation to

782 MW, as the transmission line being implemented by Teestavalley Power Transmission

Limited (TPTL) was not fully constructed. Commissioning of one circuit of Rangpo-Kishanganj

D/C section on 06.01.2019 paved the way for full generation & evacuation of power of the

Company. Subsequently, with the commissioning of second circuit of Rangpo-Kishanganj D/C

section on 13.02.2019, the complete 400 kV D/C Teesta III – Kishanganj Transmission Line of

TPTL stands commissioned.

In the first two quarters of current financial year, i.e. Financial Year 2019-20, the Plant has

generated 4,570.20 MUs at Generation Terminal which is 22% above the corresponding Design

Energy of 3,749.96 MUs.

The Operation and Maintenance of the Plant has been entrusted to the Electro-mechanical OEM

M/s Andritz through a 100% owned entity M/s Andritz O&M Private Ltd. since 17.01.2017.

Your Company has had a hindrance free operation during the year and has carried out planned

preventive maintenance during the lean season to ensure incidence free operation.

Your Company had sold the scheduled power on the Indian Energy Exchange (IEX) through

PTC India Limited (PTC) in the day ahead & term ahead market, as none of the long term

procuring States started scheduling their contracted capacities from the Project till Financial Year

2017-18. Further, wherever the opportunity arose, some quantum of the generated power had

also been sold under bilateral transactions. Your Company has realized 100% of its current bills

raised for energy supplied in Financial Year 2017-18 as well as Financial Year 2018-19.

In Financial Year 2018-19, two of the procuring States have commenced scheduling of their

Contracted Capacities under Power Sale Agreements (PSAs) with PTC. Uttar Pradesh Power

Corporation Ltd. (UPPCL), has operationalized its PSA for 200 MW (net 174 MW after

adjusting for free power and auxiliary consumption) in the Financial Year 2018-19 and

commenced scheduling of their contracted capacity since 12.05.2018. Rajasthan Urja Vikas

Nigam Limited (on behalf of Jaipur Vidyut Vitran Nigam Ltd., Jodhpur Vidyut Vitran Nigam

Ltd. and Ajmer Vidyut Vitran Nigam Ltd.) have operationalized their PSA for 100 MW (net 87

MW after adjusting for free power and auxiliary consumption) in Financial Year 2018-19 and

commenced scheduling of their contracted capacity since 23.02.2019.

Page 3 of 210

The tariff petition with Central Electricity Regulatory Commission (CERC) has been filed for

determination of tariff and the interim tariff has been granted by CERC, for Teesta III

Hydroelectric Power Project (1200 MW) for the period from 23.02.2017 to 31.03.2019, vide its

interim tariff order dated 23.05.2017. Subsequently, the interim tariff has been extended vide

CERC Order dated 25.03.2019 for the period beyond 31.03.2019 till such time the final tariff is

determined. The prudence check of Capital Cost is presently being carried out and the final tariff

is yet to be determined by CERC.

Your Company is in the process of structured take out / re-financing / re-structuring of Project

debt at reduced Rate of Interest (RoI) and enhanced repayment period with M/s Power Finance

Corporation Limited (PFC) / existing lenders.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129 of the Companies Act, 2013, the Consolidated Financial Statement,

which shall be laid before the ensuing 14th

Annual General Meeting along with the Standalone

Financial Statement of the Company, have been prepared in accordance with Indian Accounting

Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with the

Companies (Indian Accounting Standards) Rules, 2015 & the Companies (Indian Accounting

Standards) Amendment Rules, 2016 and other applicable provisions of the Companies Act,

2013, and the provisions of the Electricity Act, 2003 to the extent applicable.

As per the provisions of the Companies Act, 2013, TPTL is considered as a subsidiary of the

Company since the Company owned 71.77% of the voting power of TPTL as at March 31, 2019.

However, as per the provisions of Ind AS, TPTL is considered as a Jointly Controlled Entity on

the basis of the contractual terms as per the Shareholder’s Agreement between the Company,

Power Grid Corporation of India Limited (PGCIL) and TPTL. Accordingly, for all legal

purposes and relevant provisions of the Companies Act, 2013, TPTL is considered as a

subsidiary and for the purpose of preparing consolidated financial statement under Ind AS, TPTL

is considered as a Joint Venture of the Company.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient

features of the financial statements of subsidiaries and joint venture in Form AOC - 1 forms part

of this Annual Report.

The Audited Financial Statement of the Subsidiary Company are not being attached to the

Audited Financial Statement of the Company. However, in terms of Section 136 of the

Companies Act, 2013, the Company will make available copy thereof upon specific request by

any member of the Company interested in obtaining the same.

DIVIDEND

In view of losses incurred by the Company, the Board does not recommend any dividend on

equity shares of the Company for the Financial Year ended on March 31, 2019.

Page 4 of 210

TRANSFER TO RESERVES

In view of losses incurred by the Company, the Board has not proposed to transfer any amount to

the reserves during the financial year under review.

HOLDING COMPANY

Sikkim Power Investment Corporation Limited (SPICL), 100% wholly owned public limited

company of Government of Sikkim, is the Holding Company of your Company.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES DURING THE

YEAR

As per the provisions of Companies Act, 2013, the Company has a Subsidiary Company, i.e.

M/s. Teestavalley Power Transmission Limited (TPTL), as on 31st

March 2019. Further, no

Company has become/ceased to be a Subsidiary, Joint venture or Associate during the Financial

Year 2018-19.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARY COMPANY, AND ITS

CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

During the year under review, M/s. Teestavalley Power Transmission Limited (TPTL) had Total

Income of Rs. 81.85 Crore (approx.) and incurred Total Comprehensive Loss of Rs.2.54 Crore

(approx). Further, as at year ended on March 31 2019, TPTL had the total assets of value

Rs.1,713.77 Crore (approx) as per the audited Financial Statement. Consolidation of Financial

Statement with TPTL, as referred above and forming part of the Annual Report, has resulted in

increase in comprehensive loss by Rs.1.52 Crore (approx) due to inclusion of proportionate share

of loss of TPTL. Further, the other details of performance of TPTL Project have been provided in

the Annual Report elsewhere.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the financial year

under review.

CAPITAL STRUCTURE

As at March 31, 2019, the Authorized Capital of the Company was Rs.4000,00,00,000/- divided

into 400,00,00,000 equity shares of Rs. 10/- each. The Paid-up Capital was Rs.3205,38,78,000/-

divided into 320,53,87,800 equity shares of Rs.10/- each.

Page 5 of 210

MEETINGS OF THE DIRECTORS

Board of Directors

During the Financial Year ended on March 31, 2019, 5 (Five) Board Meetings were held on July

09, 2018, July 24, 2018, October 23, 2018, November 22, 2018 and March 14, 2019.

Audit Committee

During the Financial Year ended on March 31, 2019, 4 (Four) meetings of the Audit Committee

were held on July 07, 2018, July 23, 2018, October 23, 2018, and November 22, 2018.

Nomination & Remuneration Committee (NRC)

During the Financial Year ended on March 31, 2019, 1 (One) meeting of NRC was held on

October 23, 2018.

Corporate Social Responsibility (CSR) Committee

During the Financial Year ended on March 31, 2019, no meeting of the CSR Committee was

held.

The summarised position of all the Board / Committee Meetings held during the financial year

2018-19, consisting of names of the members, their status, their attendance at the respective

meetings, are tabulated below:

No. Director /

Committee

Member

Board Meeting Audit Committee

Meeting

NRC Meeting CSR Committee

Meeting No. of

Board

Meetings

entitled

to attend

No. of

Board

meetings

attended

No. of

Audit

Comm.

Meetings

entitled

to attend

No. of

Audit

Comm.

Meetings

attended

No. of

NRC

Meeting

entitled

to attend

No. of

NRC

Meeting

attended

No. of

CSR

Comm.

Meeting

entitled

to attend

No. of

CSR

Comm.

Meeting

attended

1 Mr. Arvind Kumar 5 5 4 4 - - - -

2 Ms. Arti Kant 5 5 4 4 1 1 - -

3 Mr. Lalit Kumar

Joshi

5 4 4 4 1 1 - -

4 Mr. Shiv Kumar

Aggarwal

5 5 - - - - - -

5 Mr. Mulakala Surya

Prakasa Rao

5 5 - - - - - -

6 Mr. Amitava

Sengupta

3 3 - - - - - -

7 Mr. Chandrika Lal

Thakur

2 2 - -

8 Mr. Ajit Kumar 5 3 - -

9 Mr. Dhanpal Arvind

Jhaveri

5 2 - - - - - -

Page 6 of 210

10 Mr. Namgyal

Tshering Bhutia

2 2 - - - - - -

11 Mr. Kharga Bahadur

Kunwar

3 3 1 1

12 Mr. Sanjiv Garg 5 2 - - - - - -

13 Mr. Vijay Kumar

Singh

5 1 - - - - - -

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Changes in Directors and Key Managerial Personnel (KMP)

The details about the changes in the directors or key managerial personnel of the Company

during the Financial Year and thereafter till the date of this report are as under :

S.

No.

Name of the Directors and

KMP

Designation Appointment

/ Change in

designation/

Cessation

Date of

Appointment /

Cessation

1 Mr. Namgyal Tshering Bhutia Nominee Director Cessation July 31, 2018

2 Mr. Kharga Bahadur Kunwar Nominee Director Appointment August 23, 2018

3 Mr. Amitava Sengupta Nominee Director Cessation October 23, 2018

4 Mr. Chandrika Lal Thakur Nominee Director Appointment November 09, 2018

(B) Composition of the Board of Directors as on date

The following is the Composition of the Board of Directors of the Company as on date:-

S.

No.

Name of the Directors Designation DIN

1. Mr. Arvind Kumar

Executive Chairman 06714147

2. Ms. Arti Kant Independent Director

03218058

3. Mr. Lalit Kumar Joshi Independent Director

07396290

4. Mr. Shiv Kumar Aggarwal Managing Director

02628774

5. Mr. Mulakala Surya Prakasa Rao Executive Director

00482071

6. Mr. Chandrika Lal Thakur

Nominee Director

08276475

7. Mr. Ajit Kumar Nominee Director

06518591

Page 7 of 210

8. Mr. Dhanpal Arvind Jhaveri Nominee Director

02018124

9. Mr. Kharga Bahadur Kunwar Nominee Director

08206011

10. Mr. Sanjiv Garg Lender’s Nominee Director 00891755

11. Mr. Vijay Kumar Singh Lender’s Nominee Director 02772733

The composition of the Statutory Committees of the Board as on date:

S.

No.

Name of the Committee

Composition

1. Audit Committee Mr. Arvind Kumar


Ms. Arti Kant

2. Nomination & Remuneration Committee Mr. Lalit Kumar Joshi


Ms. Arti Kant

3. Corporate Social Responsibility Committee

Mr. Mulakala Surya Prakasa Rao


Ms. Arti Kant

(C) Rotation of Directors

Pursuant to the Notification No. G.S.R. 582 (E) dated 13.06.2017, the Ministry of Corporate

Affairs has exempted the applicability of the provisions of Section 152(6) & (7) of the

Companies Act, 2013 to Government Companies. Therefore, in view of the exemption made

available to the Government Companies, the Company is not required to rotate its directors at its

Annual General Meeting.

RE-APPOINTMENT OF INDEPENDENT DIRECTOR FOR SECOND TERM

During the Financial Year ended on March 31, 2019, Ms. Arti Kant (DIN: 03218058) was re-

appointed as Non-Executive Independent Director w.e.f. 24.11.2018 for second term of 3

consecutive years, upto 23.11.2021, which was approved by the Members by passing Special

Resolution at the preceding Annual General Meeting held on 20.12.2018 in accordance with the

provisions of Section 149 of the Companies Act, 2013.

Page 8 of 210

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company for

the Financial Year ended on March 31, 2019 confirming that they meet the criteria of

independence as prescribed under the Companies Act, 2013.

COMMISSION TO DIRECTORS

In terms of the provisions of Section 197 of the Companies Act, 2013, neither Managing

Director nor any Whole Time Director was in receipt of any Commission from the Company

during the year under review.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of the Companies Act, 2013, the Nomination and Remuneration

Committee and the Board had approved applicability of the existing HR Policies / Manual of the

Company with respect to remuneration of Senior Management including KMPs (other than

Directors) & other employees of the Company and their pay structure.

PERFORMANCE EVALUATION

The Ministry of Corporate Affairs vide its Notification dated 05.06.2015 exempted the Board of

Government Companies from evaluation of performance of Directors, in case they are evaluated

by the administrative Ministry or Department as per its own methodology. Further, the Ministry

of Corporate Affairs vide its Notification dated 05.07.2017 has made an amendment in the

Schedule IV of the Act, whereby it has exempted Government Companies from complying with

the requirement of performance evaluation by the Independent Directors of Non-Independent

Directors and Chairman and performance evaluation of the Independent Directors by the Board,

if the concerned departments or ministries have specified these requirements.

In this regard, the appointment of Functional Directors, Government Nominee Directors and

Independent Directors of your Company is made by Government of Sikkim (GoS). Their terms

and condition of appointment as well as tenure are also decided by GoS.

PARTICULARS OF DIRECTORS & EMPLOYEES REMUNERATION

In terms of the MCA Notification dated 05.06.2015, the provisions of Section 197 of the

Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 shall not apply to the Company. Accordingly, the Company is not

required to give the statement showing the names and other particulars of the employees,

drawing remuneration in excess of the limits, as set out in the Rules 5(2) and 5(3) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Page 9 of 210

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, the contracts/ arrangements/transactions were in the ordinary

course of business and on arm's length basis. Accordingly, the Company has not entered into

contracts or arrangement with related parties in terms of Section 188 of Companies Act, 2013.

Form AOC-2 is enclosed herewith as Annexure - A and forms part of this Directors’ Report.

Further, your Directors draw attention of the members to Note No. 37 of the Standalone

Financial Statement for the Financial Year 2018-19 which sets out related party disclosures as

per Indian Accounting Standard - 24.

PARTICULARS OF LOANS & GUARANTEES GIVEN, INVESTMENTS MADE AND

SECURITIES PROVIDED

The particulars of Loans & Guarantees given, Investments made and Securities provided is

available in the Standalone Financial Statement of the Company for the Financial Year ended

31st March, 2019. Please refer Note No. 5 for Investments made, Note No. 8, 9, 11 & 12 for

Loans & Advances given, Note No. 38(A) for Guarantees given and Note No. 46 for Securities

Provided.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT – 9 is enclosed herewith as Annexure - B

and forms part of this Directors’ Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Companies Act, 2013, the Company has a Corporate

Social Responsibility & Sustainability Policy in place, however, it is not required to undertake

CSR activities as it is not earning profits.

The Annual Report on CSR activities of the Company is attached as Annexure - C and forms

part of this Report.

VIGIL MECHANISM

The Company has established a Vigil Mechanism of the Company, which also incorporates a

whistle blower mechanism in terms of the Companies Act, 2013. Protected disclosures can be

made by a whistle blower to the Chairman of the Audit Committee in exceptional circumstances.

During the year 2018-19, no complaint has been reported and no personnel had been denied

access to the Audit Committee.

DEPOSITS

During the year under review, the Company has not accepted any Deposits in terms of the

provisions of the Companies Act, 2013.

Page 10 of 210

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE

The details of conservation of energy, technology absorption and foreign exchange earnings and

outgo in accordance with Section 134(3)(m) of the Companies Act, 2013 read with Companies

(Accounts) Rules, 2014 forms part of this report as Annexure - D.

RISK MANAGEMENT

The Risk Management Policy of the Company was formulated in the Financial Year 2015-16 in

terms of the requirement of the Companies Act, 2013 with the objective that all the current and

future material risk exposures of the Company are identified, assessed, quantified, appropriately

mitigated, minimized & managed and to assure business growth with financial stability. The

risks broadly identified by the Company are Regulatory, Financial, Market, Operational and

Political. The Company has adequate risk management process according to its size and strength

to identify and notify the Board about the risks that could have an adverse impact on the

Company's operations. Accordingly, your Directors are of the opinion that as of now there is no

such element in the risks identified that may threaten the existence of the Company except the

financial constraint of timely payment of lender’s dues.

INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls, compliance system established and

maintained by the Company, work performed by the auditors, and the reviews performed by the

management, the Board is of the opinion that the Company's internal financial controls with

reference to financial statements were adequate and effective in all material respects during the

Financial Year 2018-19. After due implementation of Standard Operating Procedures (SOPs) in

November, 2018, the internal financial control followed by the Company is further strengthened.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE

FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN

THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE

FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes occurred in between the financial year ended on March 31, 2019

and date of the report of the company which affects the financial position of the Company.

However, the status of the affairs of the Company and management information has been

updated as above.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN

STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant or any material order has been passed by the regulators or courts or tribunals

impacting the going concern status and company’s operations in future during the period under

review.

Page 11 of 210

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of Companies Act, 2013 (“Act”), it is hereby

confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards had been

followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company at the end of the Financial Year and of the

profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of this Act for safeguarding the

assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL AUDIT REPORT

Ms. Rachna Aggarwal, Practicing Company Secretary, was appointed as the Secretarial Auditor

of the Company for the Financial Year 2018-19. The Secretarial Auditor of the Company has

given their report for the Financial Year 2018-19 and has made certain observations. The

Secretarial Audit Report and Management Replies to the observations of Secretarial Auditor are

enclosed as Annexure – E & F respectively to this Report.

STATUTORY AUDITOR AND AUDITORS’ REPORT

The Statutory Auditors of the Company are appointed by the Comptroller and Auditor-General

of India (CAG) for the Financial Year 2018-19 in terms of Section 139 of the Companies Act,

2013. M/s. Bansal Sinha & Co. and M/s. PVAR Associates, were appointed as Joint Statutory

Auditors for the Financial Year 2018-19.

The notes to the Financial Statements referred to in the Auditor’s Report including Emphasis of

Matter are self-explanatory and do not call for further comments. The Auditors’ Report does not

contain any qualification, reservation or adverse remark. Further, no instance of fraud by any

officer or employee of the Company has been reported by the Joint Statutory Auditors under

Section 143(12) of the Companies Act, 2013.

Page 12 of 210

COMPTROLLER AND AUDITOR GENERAL’S COMMENTS

The Company has received ‘NIL’ comments on the Financial Statement, including Consolidated

Financial Statement, for the year ended March 31, 2019 by the Comptroller and Auditor General

of India (CAG) under Section 143(6)(b) of the Companies Act, 2013. Copies of the same are

placed with the report of Joint Statutory Auditors of your Company elsewhere in this Annual

Report.

COST AUDIT

As per the requirement of Section 148 of the Companies Act, 2013 read with the Companies

(Cost Records and Audit) Rules, 2014, the Cost Records are being maintained by your Company

and M/s. H. Tara & Co., Cost Accountants, were appointed as the Cost Auditors for the Financial

Year ended on March 31, 2019.

The Cost Audit Report for the Financial Year ended March 31, 2019 will be filed within the

prescribed time period under the Companies Act, 2013.

HUMAN RESOURCE MANAGEMENT

Your Company gives utmost importance for the enrichment of skills, to facilitate advance

management and leadership development. Training programmes are organised in all disciplines

and at all levels, at regular intervals to develop and groom internal talent.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed for prevention of sexual harassment of women at workplace and

takes prompt action in the event of reporting of such incidents. Save as reported herein elsewhere

in the Annual Report, the Internal Complaints Committee is constituted to examine the

grievances/complaints relating to sexual harassment reported by women employees at various

locations of the Company. During the year under review, there were no cases filed pursuant to

the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013.

RIGHT TO INFORMATION

In order to promote transparency and accountability, an appropriate mechanism has been set up

across the Company in line with ‘Right to Information Act, 2005’. Your Company has

nominated Public Information Officers (PIOs) / Appellate Authority to provide required

information to the citizens under the provisions of Act.

Page 13 of 210

INDUSTRIAL & PERSONNEL RELATIONS

During the year under review, the industrial relations continued to be cordial and harmonious.

The Directors of your company wish to place on record their appreciation for the contribution of

the workers and officers of the Company at all levels.

ACKNOWLEDGEMENT

The Board of Directors acknowledge with deep appreciation, cooperation received from the

Government of Sikkim, Union Ministry of Power, Central Electricity Authority, National Load

Dispatch Centre / POSOCO, Eastern Regional Power Committee, Appellate Tribunal for

Electricity, Central Electricity Regulatory Commission, Comptroller & Auditor General of India

and the valued beneficiaries of your Company namely the distribution licensees of the States of

Uttar Pradesh and Rajasthan.

The Board also expresses its gratitude to the Shareholders, Bankers and Financial Institutions for

their continued support and confidence reposed by them in the Company. The Board also

appreciates the contribution of contractors, vendors, consultants and others for achieving the

planned goals of the Company. The Board also wishes to place on record its appreciation for the

constructive suggestions received from Auditors.

We wish to place on record our appreciation for the untiring efforts and contributions made by

the employees at all levels to ensure that the Company continues to grow and excel.

For and on behalf of the Board of

Teesta Urja Limited

Sd/-

Shiv Kumar Aggarwal

Sd/-

Mulakala Surya Prakasa Rao

(Managing Director) (Executive Director)

DIN: 02628774 DIN: 00482071

Date: October 14, 2019

Place: New Delhi

Page 14 of 210

Annexure - A

Form No. AOC - 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with

related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including

certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at arm’s length basis

(a) Name(s) of the related party and nature of

relationship

NIL

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts /

arrangements/transactions

(d) Salient terms of the contracts or arrangements

or transactions including the value, if any

(e) Justification for entering into such contracts

or arrangements or transactions

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any

(h) Date on which the special resolution was

passed in general meeting as required under

first proviso to section 188

2 Details of material contracts or arrangement or transactions at arm’s length basis

(a) Name(s) of the related party and nature of

relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts /

arrangements/transactions NIL

(d) Salient terms of the contracts or arrangements

or transactions including the value, if any

(e) Date(s) of approval by the Board

(f) Amount paid as advances, if any


Teesta Urja Limited

Sd/-

Shiv Kumar Aggarwal

Sd/-



DIN: 02628774 DIN: 00482071


Place: New Delhi

Page 15 of 210

Annexure - B

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2019

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management&

Administration) Rules, 2014

I. REGISTRATION & OTHER DETAILS:

1. CIN U31200DL2005SGC133875

2. Registration Date 11/03/2005

3. Name of the Company Teesta Urja Limited

4. Category/Sub-category of

the Company

Company limited by shares

State Government Company

5. Address of the Registered

office & contact details

2nd

Floor, Vijaya Building, 17, Barakhamba Road, Connaught Place,

New Delhi - 110001

6. Whether listed company No

7. Name, Address & contact

details of the Registrar &

Transfer Agent, if any.

M/s. Karvy Fintech Private Limited

(Formerly Karvy Computershare Private Limited)

Karvy Selenium, Tower B, Plot No. - 31 & 32, Financial District,

Nanakramguda, Serilingampally, Rangareddi,

Hyderabad, Telangana – 500032.

Tel: 91-40-67162222/ 33211000

Email:[email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or

more of the total turnover of the company shall be stated)

S. No. Name and Description of main

products / services

NIC Code of the

Product/service

% to total turnover of the company

1 Generation of Power 35101

(as per NIC 2008)

100.00

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.No. Name and Address of the

Company

CIN/GLN Holding/Subsidiary/Ass

ociate

% of

shares held

Applicable

section

1 Sikkim Power Investment

Corporation Limited

Not Applicable Holding 60.08% 2(46)

2 Teestavalley Power

Transmission Limited

U40109DL2006

SGC151871

Subsidiary 71.77% 2(87) & 2(45)

Page 16 of 210

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the beginning of the year

[As on April 01, 2018]

No. of Shares held at the end of the year

[As on March 31, 2019]

% Change

during

the year Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) INDIAN

a) Individual/

HUF

----- 700 (100*7)

700 0.00% ----- 700 (100*7)

700 0.00% -----

b) Central

Govt

----- ----- ----- ----- ----- ----- ----- ----- -----

c) State

Govt(s)

1,763,780,600 161,982,000 1,925,762,600 60.08% 1,763,780,600 161,982,000 1,925,762,600 60.08% -----

d) Bodies

Corp.*

345,988,365 (180052223+

165919800+

16342)

132,968,197 (87358700+

45609297+100+100)

478,956,562 14.94% 345,988,365 (180052223+

165919800+

16342)

132,968,197 (87358700+

45609297+100+100)

478,956,562 14.94% -----

e) Banks / FI ----- ----- ----- ----- ----- ----- ----- ----- -----

f) Any other ----- ----- ----- ----- ----- ----- ----- ----- -----

Sub-

total(A)(1)

2,109,768,965 294,950,897 2,404,719,862 75.02% 2,109,768,965 294,950,897 2,404,719,862 75.02% -----

(2)FOREIGN

a)NRI’s-

Individuals

----- ----- ----- ----- ----- ----- ----- ----- -----

b)Others-

-----

------ ----- ----- ----- ------ ----- ----

Page 17 of 210

Individuals

c) Bodies Corp

800,667,838 100

800,667,938

24.98% 800,667,838 100

800,667,938

24.98% -----

d) Banks/FI ----- ----- ----- ----- ----- ----- ----- ----- -----

e) Any other ----- ----- ----- ----- ----- ----- ----- ----- -----

Sub-

total(A)(2)

800,667,838 100

800,667,938 24.98% 800,667,838 100

800,667,938 24.98% -----

Total

shareholding

of Promoter

(A)=(A)(1)+(

A)(2)

2,910,436,803 294,950,997 3,205,387,800 100.00% 2,910,436,803 294,950,997 3,205,387,800 100.00% -----

B. Public

Shareholding

1. Institutions ----- ----- ----- ----- ----- ----- ----- ----- -----

a) Mutual

Funds

----- ----- ----- ----- ----- ----- ----- ----- -----

b) Banks / FI ----- ----- ----- ----- ----- ----- ----- ----- -----

c) Central

Govt

----- ----- ----- ----- ----- ----- ----- ----- -----

d) State

Govt(s)

----- ----- ----- ----- ----- ----- ----- ----- -----

e) Venture

Capital Funds

-----

------ ----- ------- -----

------ ----- ------- ------

Page 18 of 210

f) Insurance

Companies

----- ----- ----- ----- ----- ----- ----- ----- -----

g) FIIs ----- ----- ----- ----- ----- ----- ----- ----- -----

h) Foreign

Venture

Capital Funds

----- ----- ----- ----- ----- ----- ----- ----- -----

i) Others

(specify)

----- ----- ----- ----- ----- ----- ----- ----- -----

Sub-total

(B)(1):-

----- ----- ----- ----- ----- ----- ----- ----- -----

2. Non-

Institutions

a) Bodies

Corp.

----- ----- ----- ----- ----- ----- ----- ----- -----

i) Indian ----- ----- ----- ----- ----- ----- ----- ----- -----

ii) Overseas ----- ----- ----- ----- ----- ----- ----- ----- -----

b) Individuals ----- ----- ----- ----- ----- ----- ----- ----- -----

i) Individual

shareholders

holding

nominal share

capital uptoRs.

1 lakh

----- ----- ----- ----- ----- ----- ----- ----- -----

ii) Individual

shareholders

holding

nominal share

capital in

excess of Rs 1

lakh

----- ----- ----- ----- ----- ----- ----- ----- -----

c) Others

(specify)

----- ----- ----- ----- ----- ----- ----- ----- -----

Sub-total

(B)(2):-

----- ----- ----- ----- ----- ----- ----- ----- -----

Page 19 of 210

Total Public

Shareholding

(B)=(B)(1)+

(B)(2)

----- ----- ----- ----- ----- ----- ----- ----- -----

C. Shares

held by

Custodian for

GDRs &

ADRs

----- ----- ----- ----- ----- ----- ----- ----- -----

Grand Total

(A+B+C)*

2,910,436,803 294,950,997 3,205,387,800 100.00% 2,910,436,803 294,950,997 3,205,387,800 100.00% -----

Page 20 of 210

(ii) Shareholding of Promoters

S.

No. Shareholder’s Name Shareholding at the beginning of the year


Shareholding at the end of the year


% change in

shareholding

during the year

(i)=(g)-(d) (a)

(b)

No. of Shares

(c)

% of total

Shares of the

company

(d)

%of Shares

Pledged /

encumbered to

total shares

(e) = (d) %

No. of Shares

(f)

% of total Shares

of the company

(g)

%of Shares Pledged

/ encumbered to

total shares

(h)=(g)%

1 M/s. Sikkim Power

Investment

Corporation Limited

1,925,762,600 60.08% 100.00% 1,925,762,600 60.08% 1100.00%

NIL

2 M/s. Asian Genco

Pte. Limited

800,667,838 24.98% 519920279+131309NIL

800,667,838 24.98% 519920279+131309=52005NIL

NIL

3 M/s. Athena Projects

Private Limited

87,375,042 2.72% NIL 87,375,042 2.72% NIL NIL

4 M/s. APPL Power

Private Limited

45,609,297 1.42% NIL 45,609,297 1.42% NIL NIL

5 M/s. PTC India

Limited

180,052,223 5.62% NIL 180,052,223 5.62% NIL NIL

6 M/s. Indus Clean

Energy (India)

Private Limited

165,919,800 5.18% NIL 165,919,800 5.18% NIL NIL

7 Global Fuels Pte. Ltd.

/ Asian Genco Pte.

Ld.

100 0.00% NIL 100 0.00% NIL NIL

Page 21 of 210

8 M/s. Indus Hydro

Power (India) Private

Limited// M/s Indus

Clean Energy (India)

Private Limited

100 0.00% NIL 100 0.00% NIL NIL

9 M/s. Energy Infratech

Private Limited //M/s

Indus Clean Energy

(India) Private

Limited

100 0.00% NIL 100 0.00% NIL NIL

10 Dr. Chunchu

Raghuvera Prasad

100 0.00% NIL 100 0.00% NIL NIL

11 Mr.Srinivasan

Gopalakrishnan

100 0.00% NIL 100 0.00% NIL NIL

12 Mr.Hashu Pessumal

Bhagat

100 0.00% NIL 100 0.00% NIL NIL

13 Mr. Mulakala Surya

Prakasa Rao

100 0.00% NIL 100 0.00% NIL NIL

14 Mr. P R Ravi Kiran 100 0.00% NIL 100 0.00% NIL NIL

15 Mr. Rajender Singh 100 0.00% NIL 100 0.00% NIL NIL

16 Ms. Padmavathi

Vusirikala

100 0.00% NIL 100 0.00% NIL NIL

Total 3,205,387,800 100% 60.08%

198,46,87,897

3,205,387,800 100% 60.08%

253,75,46,697

NIL

Page 22 of 210

(iii) Change in Promoters’ Shareholding

Sl.

No

Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total

shares of the

company


shares of the

company

At the beginning of the year


3,205,387,800 100.00% 3,205,387,800 100.00%

Date wise Increase / Decrease in Promoters

Shareholding during the year specifying the

reasons for increase / decrease (e.g.

allotment / transfer / bonus/ sweat equity

etc):

------------------ --------------- ------------ ------------------

At the end of the year


3,205,387,800 100.00% 3,205,387,800 100.00%

(iv) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

SN For Each of the Top 10

Shareholders

Shareholding at the beginning

of the year

Cumulative Shareholding during the

Year


shares of the

company


shares of the

company



NA

Date wise Increase / Decrease in shareholding

during the year specifying the reasons for

increase /decrease (e.g. allotment / transfer /

bonus/ sweat equity etc):

At the end of the year (or on the date of

separation, if separated during year)


Page 23 of 210

(v) Shareholding of Directors and Key Managerial Personnel:

Mr. MSP Rao, Executive Director#

SN Shareholding of each Directors and each

Key Managerial Personnel

Shareholding at the beginning of the year Cumulative Shareholding during the Year


shares of the

Company


shares of the

Company


[As on April 01, 2018] 100 0.00 100 0.00

Date wise Increase / Decrease in shareholding

during the year specifying the reasons for

increase /decrease (e.g. allotment / transfer /

bonus/ sweat equity etc.):

------------------ --------------- ------------ ------------------

At the end of the year (or on the date of

separation, if separated during year)


100 0.00 100 0.00

# Shareholding details included in the Promoter group also

Page 24 of 210

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Amount in INR)

Secured Loans

excluding deposits

Unsecured

Loans Deposits Total Indebtedness

Indebtedness at the beginning of the

financial year


i) Principal Amount 1,01,95,38,16,230 -

- 1,01,95,38,16,230

ii) Interest due but not paid 3,49,74,58,742 -

- 3,49,74,58,742

iii) Interest accrued but not due 14,32,04,450 -

- 14,32,04,450

Total (i+ii+iii) 1,05,59,44,79,422 -

- 1,05,59,44,79,422

Change in Indebtedness during the

financial year (Principal Amount)

* Addition 6,91,53,20,792 - - 6,91,53,20,792

* Reduction 8,81,83,05,008 - - 8,81,83,05,008

Net Change (1,90,29,84,216) -

- (1,90,29,84,216)

Indebtedness at the end of the

financial year

[As on March 31, 2019)

i) Principal Amount 1,00,05,08,32,014 - - 1,00,05,08,32,014

ii) Interest due but not paid 2,62,07,06,172 - - 2,62,07,06,172

iii) Interest accrued but not due 14,52,09,490 - - 14,52,09,490

Total (i+ii+iii) 1,02,81,67,47,676 -

- 1,02,81,67,47,676

Page 25 of 210

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Amount in INR.)

S.No. Particulars of Remuneration Mr S K Aggarwal,

(Managing

Director)

Mr MSP Rao,

(Executive

Director)

Total

1 Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961* 2,02,51,009 2,14,65,950 4,17,16,959

(b) Value of perquisites u/s 17(2) Income-

tax Act, 1961* - - -

(c) Profits in lieu of salary under section

17(3) Income- tax Act, 1961 - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission

- as % of profit

- others, specify - - -

5 Others, please specify - - -

Total (A) 2,02,51,009 2,14,65,950 4,17,16,959

Ceiling as per the Act

B. Remuneration to other directors

(Amount in INR.)

No. Particulars of

Remuneration

Name of Directors

Total

1

Non-Executive

Directors

Amitava

Sengupta

Arti Kant Ajit

Kumar

(PTC

India Ltd)

C. L.

Thakur

Dhanpal

Jhaveri

K. B.

Kunwar

Lalit

Kumar

Joshi

Namgyal

Tshering

Bhutia

Sanjiv

Garg

(REC Ltd.)

Vijay

Kumar

Singh

(REC Ltd.)

Fee for

attending

Board &

Committee

meetings

- 200000 60000 40000 40000 80000 180000 40000 60000 40000 740000

Commission - - - - - - - - - - -

Others, please

specify

- - - - - - - - - - -

Total - 200000 60000 40000 40000 80000 180000 40000 60000 40000 740000

Page 26 of 210

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(Amount in INR.)

S.

No.

Particulars of Remuneration Key Managerial Personnel

CFO

(Mr. Himanshu

Vishnoi)

CS

(Mr. P. C.

Jain)

TOTAL

1 Gross salary

(a) Salary as per provisions contained in section 17(1)

of the Income-tax Act, 1961 1,13,92,009 43,10,451 1,57,02,460

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -

(c) Profits in lieu of salary under section 17(3) Income-

tax Act, 1961 - - -

2 Stock Option

- - -

3 Sweat Equity

- - -

4 Commission

- - -

- as % of profit

- - -

others, specify…

- - -

5 Others, please specify

- - -

Total 1,13,92,009 43,10,451 1,57,02,460

Page 27 of 210

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of the

Companies Act

Brief

Description

Details of Penalty /

Punishment/

Compounding fees

imposed

Authority

[RD / NCLT/

COURT]

Appeal made,

if any (give

Details)

A. COMPANY

Penalty

NIL Punishment

Compounding

B. DIRECTORS

Penalty

NIL Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NIL Punishment

Compounding


Teesta Urja Limited

Sd/-

Shiv Kumar Aggarwal

Sd/-



DIN: 02628774 DIN: 00482071


Place: New Delhi

Page 28 of 210

Annexure - C

Annual Report on Corporate Social Responsibility

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and

Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. Brief outline of Company’s CSR policy

The Company has framed its CSR & Sustainability policy to conduct its business in a socially

responsible, ethical and environment friendly manner and to continuously work towards improving

quality of life of the communities of its operational areas and to give something back to the society

inconsideration of their co-operation for the Company. The copy of the ‘Corporate Social

Responsibility & Sustainability Policy’ of the Company is available on the website of the Company at

www.teestaurja.com. The key terms of reference of the CSR Committee of the Company are:

i) Formulate and recommend the CSR policy to the Board

ii) Recommend the amount of expenditure to be incurred on the CSR activities

iii) Monitor the CSR policy of the Company from time to time

2. Composition of CSR committee

The CSR committee of the company is currently comprised of:

1. Mr. MSP Rao (Executive Director)

2. Mr. K. B. Kunwar (Non-Executive Director)

3. Ms. Arti Kant (Independent Director)

3. Average Net Profits (Losses) of the company for the last three financial years - NIL

The Company has average net loss during the three immediate preceding financial years.

4. Prescribed CSR expenditure (at least 2 % of average net profits) - NIL

5. Details of CSR spent during the financial year 2018-19 - N.A.

6. Reasons for not spending the prescribed CSR expenditure - N.A.

7. Responsibility Statement

The CSR Committee confirms that the implementation and monitoring of the CSR activities of the

Company are in compliance with the CSR objectives and CSR Policy of the Company.


Teesta Urja Limited

Sd/- Sd/-

Shiv Kumar Aggarwal Mulakala Surya Prakasa Rao


DIN: 02628774 DIN: 00482071

Date : October 14, 2019

Place: New Delhi

Page 29 of 210

Annexure - D

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

[Pursuant to clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8 of the

Companies (Accounts) Rules, 2014]

(A) CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy

All fluorescent / sodium vapour bulbs have been replaced with LEDs at the Plant.

(ii) Steps taken by the company for utilising alternate sources of energy : NA

(iii) Capital investment on energy conservation equipments : NIL

(B) TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption : NA

(ii) Benefits derived like product improvement, cost reduction, product development or import

substitution : NA

(iii) Particulars of technology imported during the current year and last three years : NIL

(iv) Expenditure incurred on Research and Development : NIL

(C) FOREIGN EXCHANGE

The particulars of foreign exchange earnings and outgo are as under:

(Amount in Rs. Lakh)

Particulars 2018-19 2017-18

Foreign Exchange Earning NIL NIL

Foreign Exchange Outflow 1136.43 748.22


Teesta Urja Limited

Sd/- Sd/-



DIN: 02628774 DIN: 00482071

Date : October 14, 2019

Place: New Delhi

Page 30 of 210

Office Address : 1421,1st Floor, Gali Ustad Hira,

Chandni Chowk, Delhi -110006 Mobile No. : +91-8178338291 Telephone No : 011-43085804 Email Id : [email protected] GSTIN : 07AFHPA6277K2Z7

1 | P a g e

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies

(Appointment and Remuneration Personnel)

Rules, 2014]

To,

The Members, TEESTA URJA LIMITED 2ndFloor, Vijaya Building, 17, Barakhamba Road, Connaught Place, New Delhi -110001.

I have conducted the Secretarial Audit of the compliance of applicable statutory

provisions and the adherence to good corporate practices by Teesta Urja Limited

(CIN:U31200DL2005SGC133875) (hereinafter called “the Company”). Secretarial

Audit was conducted in a manner that provided me a reasonable basis for evaluating

the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company‟s books, papers, minute books, forms and

returns filed and other records maintained by the Company and also the information

provided by the Company, its officers, agents and authorized representatives during

the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has,

during the audit period covering the Financial Year ended on 31st March, 2019 (“the

Review Period”) complied with the statutory provisions listed hereunder and also that

the Company has proper Board-Processes and compliance-mechanism in place to the

extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other

records maintained by the Company for the review period according to the provisions

of:

(i) The Companies Act, 2013 (“the Act”) and the Rules made thereunder;

Page 31 of 210

510118

Typewritten text

Annexure - E



2 | P a g e

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made

thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-Laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment

and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 („SEBI Act‟) are not applicable to the Company

as the securities of the Company were not listed during the review period: —

(a) The Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011;

(b) Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Share Based Employee

Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations, 1993 regarding the Companies Act and

dealing with client - The Company was not involved in the activities relating

to Registrar to an issue and not acting as Share Transfer Agent hence not

applicable to the Company during the review period;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)

Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations, 1998.

Page 32 of 210



3 | P a g e

(vi) Compliances under other specific applicable laws (as applicable to the industry) to

the Company are being verified on the basis of quarterly Statutory Compliance

Report submitted to the Board of Directors of the Company.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and

General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

(ii) The Memorandum and Articles of Association of the Company

During the review period, the Company has generally complied with the provisions of the

Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the

following observations:

i. The Nomination and Remuneration Policy pursuant to Section 178 of the

Companies Act, 2013 was not formulated as at March 31, 2019.

ii. The Internal Complaint Committee was not duly constituted as per

Section 4 of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013.

iii. The application/s filed during the Financial Year ended on March 31, 2016

for waiver of recovery of excess remuneration paid to the Managing

Director and Executive Director in excess of limits prescribed under

Section 197 read with Schedule V of the Companies Act, 2013 were

rejected by the Central Government (CG) / Ministry of Corporate Affairs

(MCA) vide its letters dated 07.09.2017 on the ground that the Company

has failed to recover the excess remuneration paid during the Financial

Years 2011-12 and 2012-13, over and above the approval(s) of MCA.

Accordingly, the managerial remuneration in terms of aforesaid

rejection(s) by MCA was pending for regularization as per the provisions

of Section 197 as amended by the Companies (Amendment) Act, 2017 till

31.03.2019, however, the same has been regularized by passing Special

Resolution in the Extraordinary General Meeting held on 17.06.2019.

Page 33 of 210



4 | P a g e

I further report that

Subject to the observations at Serial No. i to iii above, the Board of Directors of the

Company is duly constituted with proper balance of Executive Directors, Non-Executive

Directors and Independent Directors. The changes in the composition of the Board of

Directors that took place during the period under the review were carried out in

compliance with the provisions of the Act.

Generally, adequate notice is given to all directors to schedule the Board Meetings,

agenda and detailed notes on agenda were sent to the director and a system exists for

seeking and obtaining further information and clarifications on the agenda items before

the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members‟ views are

captured and recorded as part of the minutes, wherever, required.

I further report that there are adequate systems and processes in the Company

commensurate with the size and operations of the Company to monitor and ensure

compliance with applicable laws, rules, regulations and guidelines.

I further report that during the review period, the Company had:-

i) offered 3,21,10,820 equity shares vide Letter of Offer(s) dated 26.07.2018 on

Right Basis to the existing Shareholders of the Company and subscription of the

said Right Issue was pending by the Shareholders.

Sd/-

Rachna Aggarwal Practicing Company Secretary Certificate of Practice No.4819

25th September, 2019 UDIN:A015959A000015123

Note: This report is to be read with our letter of even date which is annexed as “Annexure-A” and forms an integral part of this report.

Page 34 of 210

Office Address : 1421,1st Floor, Gali Ustad Hira, Chandni Chowk, Delhi -110006 Mobile No. : +91-8178338291 Telephone No : 011-43085804 Email Id : [email protected] GSTIN : 07AFHPA6277K2Z7

Annexure –“A”

To,

The Members,

TEESTA URJA LIMITED

Regd. Office: 2ndFloor, Vijaya Building,

17, Barakhamba Road,Connaught Place,

New Delhi -110001

My report of even date is to be read along with this letter as under:

1) Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records on my audit.

2) I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial

Records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I

followed provide a reasonable basis for my opinion.

3) I have not verified the correctness and appropriateness of financial records and

books of accounts of the Company.

4) Where ever required, I have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

5) The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was

limited to the verification of procedures on test basis.

6) The Secretarial Audit Report is neither an assurance as to the future viability of

the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Sd/- RACHNA AGGARWAL

Practicing Company Secretary Certificate of Practice No.4819

25th September 2019 UDIN:A015959A000015123

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Annexure - F

REPLY BY THE MANAGEMENT TO THE OBSERVATIONS OF SECRETARIAL AUDITOR

Sr.

No.

Observation of Secretarial Auditor

Management Reply

1. The Nomination and Remuneration Policy pursuant to Section

178 of the Companies Act, 2013 was not formulated as at

March 31, 2019.

The Nomination and Remuneration Committee &

the Board had approved the applicability of

existing HR Policies up to 31.03.2019 pursuant to

Section 178 of the Companies Act, 2013 in line

with the Notification No. 32/Home/2018 dated

04.06.2018 issued by Home Department,

Government of Sikkim (GoS).

2. The Internal Complaint Committee was not duly constituted as

per Section 4 of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The appointment of one member from amongst

non-governmental organisations or associations

committed to the cause of women or a person

familiar with the issues relating to sexual

harassment was pending. Ms. Uma Tuli has been

appointed as external member of Internal

Complaint Committee for an initial period of 3

years w.e.f. 11.09.2019 in accordance with the

provisions of Section 4 of the Sexual Harassment

of Women at Workplace (Prevention, Prohibition

and Redressal) Act, 2013.

3. The application/s filed during the Financial Year ended on

March 31, 2016 for waiver of recovery of excess remuneration

paid to the Managing Director and Executive Director in

excess of limits prescribed under Section 197 read with

Schedule V of the Companies Act, 2013 were rejected by the

Central Government (CG) / Ministry of Corporate Affairs

(MCA) vide its letters dated 07.09.2017 on the ground that the

Company has failed to recover the excess remuneration paid

during the Financial Years 2011-12 and 2012-13, over and

above the approval(s) of MCA. Accordingly, the managerial

remuneration in terms of aforesaid rejection(s) by MCA was

pending for regularization as per the provisions of Section 197

as amended by the Companies (Amendment) Act, 2017 till

31.03.2019, however, the same has been regularized by

passing Special Resolution in the Extraordinary General

Meeting held on 17.06.2019.

After receipt of No Objection Certificates (NOCs)

from all the consortium lenders, as per the approval

/ recommendation of the Nomination &

Remuneration Committee and Board in their

respective meetings held on 20.05.2019, the

Shareholders has approved the waiver of recovery

of excess remuneration paid to Mr. S. K.

Aggarwal, Managing Director, and Mr. MSP Rao,

Executive Director, for the Financial Years 2011-

12, 2012-13 and for the period from 01.04.2014 to

05.08.2015 in terms of MCA Letter/s dated

07.09.2017 by passing Special Resolution at

Extraordinary General Meeting (EGM) held on

17.06.2019 in accordance with Section 197 of the

Companies Act, 2013, as amended by the

Companies (Amendment) Act, 2017.


Teesta Urja Limited

Sd/- Sd/-



DIN: 02628774 DIN: 00482071


Place: New Delhi

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Bansal Sinha & Co. P VA R & Associates Chartered Accountants Chartered Accountants 18/19, Old Rajinder Nagar, WZ-248, Plot No. 7, 2nd Floor New Delhi-110060 Inderpuri, New Delhi -110012

INDEPENDENT AUDITORS’ REPORT

To, The Members of Teesta Urja Limited Report on the Standalone Ind AS Financial Statements Opinion We have audited the accompanying standalone Ind AS financial statements of Teesta Urja Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Change in Equity and Statement of Cash Flow the for the year then ended, and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “standalone Ind AS Financial Statements). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Indian Accounting Standard prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at 31st March, 2019, its Loss (financial performance including other comprehensive income), the changes in the equity and its cash flows for the year ended on that date. Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of Matter We draw attention to the following matter in the notes to the standalone Ind AS financial statements:

(a) Refer note No. 38 (B) to the standalone Ind AS financial statements, (claims against the company not acknowledged as debt and others), regarding the uncertainty related to the outcome of the claims/arbitration proceedings and lawsuit filed by/against the Company on/ by contractors and others and recommendation of committees. The proceedings are under process in arbitration/courts etc. and the company is pursuing the matter/filing appeal before higher authority wherever company lost the case in lower authority.

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(b) Refer note No. 44 to the standalone Ind AS financial statements regarding the various balances which are subject to reconciliation/ confirmation and respective consequential adjustments.

(c) Refer note No. 45 to the standalone Ind AS financial statements regarding accounting of sale of power to Uttar Pradesh and Rajasthan State DISCOMs under PSAs on CERC provisionally approved tariff and is subject to subsequent adjustment upon approval of final tariff by CERC, which is yet to be determined.

Our opinion is not modified in respect of above matters. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were most significance in our audit of the standalone Ind AS Financial Statements of the current period, these matters were addressed in the context of our audit of the standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to be communicated in our report. Information Other than the Standalone Financial Statements and Auditor’s Report Thereon The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalone Ind AS financial statements and our auditor’s report thereon. The other information as identified above is expected to be made available to us after the date of this Auditor’s Report.

Our opinion on the Ind AS standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. In view of the above, we have nothing to report in this regard. Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with accounting principles generally accepted in India, including Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

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This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the company’s financial reporting process. Auditor’s Responsibilities for the Audit of Standalone Ind AS Financial Statement Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has internal financial controls with reference to Financial Statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists

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related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone Ind AS financial

statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure-A, a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

2. As required by section 143 (3) of the Act, based on our audit, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of accounts required by law have been kept by the Company so far as it appears from our examination of those books;

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(c) The Balance Sheet, the Statement of Profit and Loss including other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder;

(e) In terms of Notification No. G.S.R. 463(E) dated 05th June 2015 issued by the Ministry of Corporate Affairs, the provisions of Section 164 (2) of the Act regarding disqualification of directors, are not applicable to the Company;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure-B” and

(g) In terms of Notification No. G.S.R. 463(E) dated 05th June 2015 issued by the Ministry of Corporate Affairs, the provisions of Section 197 of the Act regarding managerial remuneration to its directors for the year ended 31st March, 2019, are not applicable to the Company

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 read with Companies (Audit & Auditors) Amendment Rules 2017, in our opinion and to the best of our information and according to the explanations given to us:

i. Company has disclosed the impact of pending litigations on its financial position in its financial statements-Refer note 38 (B) to the standalone Ind AS financial statements.

ii. There are no long-term contracts including derivative contracts existing as on the date of balance sheet for which provision is required to be made under the applicable law or Indian accounting standards for any material foreseeable losses;

iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

3. In terms of Section 143 (5) of the Companies Act, 2013, we give in the “Annexure-C” our report on the directions / sub-directions issued by the Comptroller and Auditor General of India. For Bansal Sinha & Co. For P V A R & Associates Chartered Accountants Chartered Accountants FRN:-006184N FRN:- 005223C Sd/- Sd/- (Hari Ubriani) (Pradeep Kumar Gupta) Partner Partner M. No.:- 084437 M.No.:- 072933 UDIN : 19084437AAAAAH1016 UDIN:19072933AAAABM8211

New Delhi New Delhi Date:-28-08-2019 Date: 28-08-2019

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“Annexure-A” to the Independent Auditors’ Report referred to in paragraph 1 under the heading ‘Report on other Legal and Regulatory Requirements’ of our report of even date on the standalone Ind AS financial statements of the Company for the year ended 31st March 2019, we report that:

i) In respect of fixed assets: a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of fixed assets. b) The Fixed Assets have been physically verified by the management in a phased manner,

designed to cover all the items over a period of two years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the book records and the physical fixed assets have been noticed except some minor short fall of assets which has been reconciled and accounted for in the books of accounts as on 31-03-2019.

c) According to the information and explanations given to us and on the basis of our examination of the record of the company, the title deeds of freehold immovable properties are held in the name of the company and the same is mortgaged with the lenders against borrowings by the company.

According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are pledged with the lenders and originals are not available with the Company. The same have not been independently confirmed by the lenders and hence we are unable to comment on the same.

ii) In respect of its inventory: The inventories have been physically verified during the year by the management. In our opinion, the frequency of such verification is reasonable having regard to the size of the company and nature of its business. There are no material discrepancies between the book records and the physical verified inventories have been noticed.

iii) As explained to us and verified from books and records, the Company has not granted any loans, secured or unsecured to Companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Further, clauses 3 (iii) (a), (b) and (c) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and advances, investments made, guarantees and securities given.

v) According to the information and explanations given to us, the Company has not accepted any deposit from public during the year within the meaning of section 73 to 76 or any other relevant provision of the companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

vi) We have broadly reviewed the books of accounts maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act., in respect of the Company’s products/services and are of opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii) (a) On the basis of information and explanation given to us and on the basis of our examination of the records of company, except certain delays in depositing in PF, Tax Deduction at Source

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and Goods and Service Tax during the year, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, Cess, Goods and Service Tax and any other material statutory dues, to the extent applicable, with appropriate authorities. Duty of customs and Excise Duty are not applicable to the Company. Regarding BOCW Cess primarily payable by the contractors refer note no. 38 (B.5) of Standalone Ind AS Financial Statements. (b) Further there were no undisputed outstanding statutory dues in arrears as on the last day of the financial year concerned for a period of more than six months from the date they became payable. (c) According to the records of the Company examined by us and the information and explanations given to us, there were no dues of income tax or sales tax or service tax or goods and service tax, cess, duty of customs, duty of excise, value added tax and other material statutory dues, to the extent applicable, which have not been deposited on account of any dispute except the following:-

Name of the Statute

Nature of Duties

Amount (Rs. in Lacs) Financial Year to which it Pertains

Forum at which case is pending

Income Tax Act., 1961

Income Tax

318.61 as demand as per Assessment Order u/s 143(3) (Out of this 126/- has been adjusted from refunds due for A.Y. 2008-09 & A.Y. 2013-14 by A.O. at the time of granting stay of demand for balance amount of demand. The same has been shown as Income Tax Recoverable in the financial statements).

2013-14 ITAT, Delhi

Income Tax Act., 1961

Income Tax

14.49 as Penalty u/s 271(1)(c) of the Income Tax Act., 1961.

2009-10 CIT (A), Delhi

viii) According to the records of the Company examined by us and the information and explanations given to us the company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders except certain delays in payment of principal and interest on borrowings during the year, which are as under:-

Name of Bank / FI / NBFC Principal

Amount (Rs. in Lacs)

Due Date of Payment

Actual Date of Payment

Delay in Payment (in Days)

Canara Bank

1930.64 30/06/2018 23/07/2018 23

957.31 30/09/2018 22/10/2018 22

973.33 30/09/2018 23/10/2018 23

150.00 31/12/2018 27/03/2019 86

1780.64 31/12/2018 29/03/2019 88

723.98 31/03/2019 17/06/2019 78

1206.66 31/03/2019 20/06/2019 81

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Punjab & Sind Bank 177.76 30/06/2018 02/08/2018 33

161.96 30/09/2018 05/10/2018 5

15.80 30/09/2018 10/10/2018 10

177.76 31/12/2018 01/03/2019 60

177.76 31/03/2019 29/05/2019 59

Punjab National Bank

1544.44 30/09/2018 22/10/2018 22

2393.42 30/09/2018 25/10/2018 25

3937.86 31/12/2018 22/02/2019 53

3393.42 31/03/2019 20/06/2019 81

544.44 31/03/2019 27/06/2019 88

United Bank of India

489.49 30/06/2018 16/08/2018 47

489.49 30/09/2018 14/11/2018 45

489.49 31/12/2018 01/03/2019 60

489.49 31/03/2019 14/06/2019 75

Oriental Bank of Commerce

981.73 30/09/2018 06/11/2018 37

981.73 31/12/2018 19/02/2019 50

797.78 31/03/2019 14/06/2019 75

183.95 31/03/2019 17/06/2019 78

Bank of Baroda

1058.02 30/06/2018 14/08/2018 45

1058.02 30/09/2018 22/10/2018 22

277.07 31/12/2018 20/02/2019 51

780.95 31/12/2018 22/02/2019 53

1058.02 31/03/2019 17/06/2019 78

Dena Bank

527.78 30/06/2018 14/08/2018 45

527.78 30/09/2018 29/11/2018 60

214.87 31/12/2018 18/03/2019 77

312.91 31/12/2018 29/03/2019 88

527.78 31/03/2019 05/04/2019 05

Rural Electrification Corporation Ltd. (REC)

10479.00 30/06/2018 27/08/2018 58

3800.00 30/09/2018 06/11/2018 37

1800.00 30/09/2018 14/11/2018 45

700.00 30/09/2018 20/11/2018 51

4179.00 30/09/2018 29/11/2018 60

9384.52 31/12/2018 26/03/2019 85

400.00 31/12/2018 28/03/2019 87

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694.48 31/12/2018 29/03/2019 88

10479.00 31/03/2019 27/06/2019 88

IREDA

464.29 30/09/2018 22/10/2018 22

464.29 31/12/2018 28/03/2019 87

464.29 31/03/2019 27/06/2019 88

IIFCL

491.09 30/06/2018 14/08/2018 45

642.48 30/06/2018 18/08/2018 49

700.00 30/09/2018 31/10/2018 31

1223.00 30/09/2018 06/11/2018 37

1923.00 31/12/2018 29/03/2019 88

1923.00 31/03/2019 27/06/2019 88

LIC 1028.39 30/06/2018 09/07/2018 09

1279.82 30/09/2018 30/10/2018 30

1183.86 31/12/2018 29/03/2019 88

1139.87 31/03/2019 27/06/2019 88

Name of Bank / FI / NBFC Interest

Amount (Rs. in Lacs)

Due Date of Payment

Actual Date of Payment

Delay in Payment (in Days)

Canara Bank

832.21 30-04-2018 03-07-2018 64 807.00 31-05-2018 03-07-2018 33 351.33 30-06-2018 03-07-2018 3 388.40 30-06-2018 23-07-2018 23 91.15 30-06-2018 16-08-2018 47

661.65 31-07-2018 16-08-2018 16 266.26 31-08-2018 22-10-2018 52 193.09 30-09-2018 22-10-2018 22 526.79 30-09-2018 23-10-2018 23 25.22 30-09-2018 29-11-2018 60

678.40 31-10-2018 29-11-2018 29 722.93 30-11-2018 11-12-2018 11 705.64 31-12-2018 23-01-2019 23 81.08 31-01-2019 25-02-2019 25

645.08 31-01-2019 29-03-2019 57 700.34 28-02-2019 29-03-2019 29 581.86 31-03-2019 30-04-2019 30

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Punjab & Sind Bank

2.77 30-04-2018 21-06-2018 52 11.96 30-04-2018 28-06-2018 59 52.69 30-04-2018 29-06-2018 60 68.69 31-05-2018 29-06-2018 29 0.76 31-05-2018 02-08-2018 63

67.03 30-06-2018 02-08-2018 33 68.66 31-07-2018 02-08-2018 2 63.20 31-08-2018 06-09-2018 6 65.93 30-09-2018 05-10-2018 5 0.11 30-09-2018 29-11-2018 60

68.53 31-10-2018 29-11-2018 29 67.08 30-11-2018 11-12-2018 11 0.11 31-12-2018 03-01-2019 3

68.84 31-12-2018 10-01-2019 10 4.56 31-01-2019 02-02-2019 2

64.45 31-01-2019 27-02-2019 27 63.00 28-02-2019 30-03-2019 30 69.02 31-03-2019 12-04-2019 12

Punjab National Bank

71.46 30-04-2018 28-06-2018 59 1,236.49 30-04-2018 28-06-2018 59 1,553.92 31-05-2018 28-06-2018 28 1,406.87 31-07-2018 21-08-2018 21 718.57 31-08-2018 28-09-2018 28

1,118.66 31-10-2018 29-11-2018 29 1,445.36 30-11-2018 12-12-2018 12 1,486.49 31-12-2018 14-01-2019 14 1,494.68 31-01-2019 22-02-2019 22 1,356.56 28-02-2019 23-04-2019 54 143.44 31-03-2019 23-04-2019 23

1,354.36 31-03-2019 30-04-2019 30

United Bank of India

0.89 30-04-2018 28-06-2018 59 17.44 30-04-2018 30-06-2018 61

181.02 30-04-2018 27-07-2018 88 9.88 31-05-2018 27-07-2018 57

160.25 31-05-2018 16-08-2018 77 183.34 30-06-2018 16-08-2018 47

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184.80 31-07-2018 16-08-2018 16 158.27 31-08-2018 14-11-2018 75 174.52 30-09-2018 14-11-2018 45

9.88 31-10-2018 14-11-2018 14 172.83 31-10-2018 29-11-2018 29 168.90 30-11-2018 11-12-2018 11 173.71 31-12-2018 10-01-2019 10 161.29 31-01-2019 01-03-2019 29 10.82 28-02-2019 01-03-2019 1

157.14 28-02-2019 06-04-2019 37 10.82 31-03-2019 06-04-2019 6

178.57 31-03-2019 12-04-2019 12

Oriental Bank of Commerce

56.63 30-04-2018 21-06-2018 52 66.95 30-04-2018 28-06-2018 59

243.69 30-04-2018 29-06-2018 60 379.37 31-05-2018 29-06-2018 29

0.10 30-06-2018 27-07-2018 27 140.55 30-06-2018 18-08-2018 49 236.48 31-07-2018 18-08-2018 18 380.00 31-08-2018 06-09-2018 6

4.15 31-08-2018 29-09-2018 29 1.99 30-09-2018 06-11-2018 37

86.00 30-09-2018 14-11-2018 45 12.55 30-09-2018 29-11-2018 60

378.67 31-10-2018 29-11-2018 29 218.32 30-11-2018 11-12-2018 11 155.62 30-11-2018 10-01-2019 41 226.12 31-12-2018 10-01-2019 10 155.62 31-12-2018 19-02-2019 50 227.67 31-01-2019 19-02-2019 19 155.62 31-01-2019 28-02-2019 28

0.11 28-02-2019 01-03-2019 1 155.62 28-02-2019 06-05-2019 67 231.84 31-03-2019 06-05-2019 36 160.34 31-03-2019 22-07-2019 113

Bank of Baroda 39.01 30-04-2018 28-06-2018 59

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5.23 30-04-2018 29-06-2018 60 406.71 30-04-2018 03-07-2018 64 642.05 31-05-2018 03-07-2018 33 249.02 30-06-2018 03-07-2018 3 254.19 30-06-2018 14-08-2018 45 202.48 31-07-2018 14-08-2018 14 254.19 31-07-2018 24-08-2018 24 24.41 31-08-2018 29-09-2018 29 1.28 30-09-2018 22-10-2018 22

26.39 30-09-2018 29-11-2018 60 449.55 31-10-2018 29-11-2018 29 330.52 30-11-2018 11-12-2018 11 338.74 31-12-2018 20-02-2019 51 69.55 31-01-2019 20-02-2019 20

159.64 31-01-2019 25-02-2019 25 30.11 31-01-2019 27-02-2019 27

153.09 31-01-2019 05-04-2019 64 374.40 28-02-2019 05-04-2019 36 65.75 31-03-2019 05-04-2019 5

348.88 31-03-2019 20-04-2019 20

Dena Bank

22.23 30-04-2018 28-06-2018 59 2.64 30-04-2018 30-06-2018 61

198.54 30-04-2018 03-07-2018 64 99.20 31-05-2018 03-07-2018 33

108.66 31-05-2018 04-07-2018 34 169.92 30-06-2018 04-07-2018 4 23.64 30-06-2018 14-08-2018 45

167.15 31-07-2018 14-08-2018 14 1.07 31-08-2018 29-09-2018 29 0.98 30-09-2018 29-11-2018 60

183.68 31-10-2018 29-11-2018 29 180.30 30-11-2018 11-12-2018 11 179.47 31-12-2018 23-01-2019 23 159.54 31-01-2019 05-04-2019 64 167.87 28-02-2019 05-04-2019 36 177.92 31-03-2019 05-04-2019 5

Page 48 of 210


Rural Electrification Corporation Ltd. (REC)

1,200.00 30-06-2018 16-07-2018 16 1,800.00 30-06-2018 17-07-2018 17 800.00 30-06-2018 27-07-2018 27

1,800.00 30-06-2018 01-08-2018 32 6,000.00 30-06-2018 18-08-2018 49 800.00 30-06-2018 21-08-2018 52

2,283.00 30-06-2018 27-08-2018 58 2,900.00 30-09-2018 06-10-2018 6 7,303.60 30-09-2018 18-10-2018 18 200.00 31-12-2018 20-02-2019 51

10,279.00 31-12-2018 22-02-2019 53

1,100.00 31-12-2018 01-03-2019 60

700.00 31-12-2018 06-03-2019 65

750.00 31-12-2018 14-03-2019 73

1,000.00 31-12-2018 25-03-2019 84

115.48 31-12-2018 26-03-2019 85

1,500.00 31-03-2019 06-05-2019 36

800.00 31-03-2019 14-05-2019 44

1,500.00 31-03-2019 17-05-2019 47

4,000.00 31-03-2019 21-05-2019 51

3,000.00 31-03-2019 29-05-2019 59

1,500.00 31-03-2019 06-06-2019 67

1,500.00 31-03-2019 07-06-2019 68

331.24 31-03-2019 13-06-2019 74

Indian Renewable Energy Development Agency Ltd

30.28 30-06-2018 27-08-2018 58 169.87 31-12-2018 20-03-2019 79 411.54 31-12-2018 28-03-2019 87 594.04 31-03-2019 06-05-2019 36

Indian Infrastructure Finance Company Limited

1688.75 30-06-2018 18-08-2018 49 430.00 31-12-2018 23-01-2019 23 700.00 31-12-2018 14-02-2019 45

1,011.45 31-12-2018 29-03-2019 88 2,219.51 31-03-2019 13-06-2019 74

Page 49 of 210


Life Insurance Corporation of India

3.84 15-04-2018 30-06-2018 76 102.46 15-04-2018 30-06-2018 76

1,335.06 15-04-2018 09-07-2018 85 1,369.16 15-07-2018 24-08-2018 40 718.72 15-10-2018 30-10-2018 15 749.10 15-10-2018 02-11-2018 18 14.10 15-01-2019 14-03-2019 58 38.83 15-01-2019 29-03-2019 73

506.43 15-01-2019 05-04-2019 80 986.12 15-01-2019 11-04-2019 86

ix) According to the information and explanations given to us by the management and based on the audit procedure performed, the company has raised moneys by way of term Loans, the funds raised has been applied for the purpose for which those funds were raised except an amount of Rs.77386 Lacs (excluding an amount of Rs. 13966 Lacs pertaining to working capital margin and debt servicing limit available to the company as per loan sanction terms), which was raised as project capital funds on long term purposes, has been used for the debt servicing and operational purpose of the company on short term basis.

Further the Company has not raised any money by way of initial public offer/further public offer during the year.

x) Based on our audit procedure and to the best of our Knowledge and belief and according to the information and explanations given to us by the management, no fraud by the company, or on the Company by its officers or employees, has been noticed or reported during the course of our audit.

xi) In view of exemption given vide in terms of Notification No. G.S.R. 463 (E) dated 05th June 2015 issued by the Ministry of Corporate Affairs, the provisions of Section 197 read with schedule V of the Act regarding managerial remuneration, are not applicable to the Company for the year under audit, being a Govt. Company. Accordingly paragraph 3 (xi) of the Order is not applicable. For matters of managerial remuneration up to 5th August, 2015, kindly refer Note No. 41 of the explanatory notes forming part of the financial statements.

xii) In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company; accordingly paragraph 3 (xii) of the Order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable Indian Accounting Standards.

xiv) According to the information and explanations given to us and based on our examination of the records, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit. Accordingly, the provisions of paragraph 3 (xiv) of the Order are not applicable to the Company.

xv) According to the information and explanations given to us and based on our examination of the records, the Company has not entered in to any non-cash transactions with directors or persons connected with him covered under section 192 of the Companies Act, 2013.

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Accordingly, the provisions of paragraph 3 (xv) of the Order are not applicable to the Company.

xvi) In our opinion and according to the information and explanation given to us, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Therefore, the provisions of clause 3 (xvi) of the Order are not applicable to the Company.

For Bansal Sinha &Co. For P V A R & Associates Chartered Accountants Chartered Accountants FRN:- 006184N FRN:- 005223C Sd/- Sd/- (Hari Ubriani) (Pradeep Kumar Gupta) Partner Partner M. No.:- 084437 M.No.:- 072933 New Delhi New Delhi Date:-28-08-2019 Date: 28-08-2019

Page 51 of 210


“Annexure-B” to the Independent Auditors’ Report on Standalone Financial Statements Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”). We have audited the internal financial controls over financial reporting of Teesta Urja Limited (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditor’s Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining a understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal 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.

Opinion In our opinion, except for the possible effects of certain areas as reported in other matters here below on the achievement of the objectives of the control criteria and to which we draw attention, 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, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

The internal financial control needs to be further strengthened with regard to delay in submission of Internal Audit Report, procurements and GST Compliances.

Page 53 of 210


We have considered the above reported matters in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2019 of standalone Ind AS financial statements of the Company, and these matters do not affect our opinion on the standalone financial statements of the Company.

For Bansal Sinha & Co. For P V A R & Associates Chartered Accountants Chartered Accountants FRN:- 006184N FRN:- 005223C Sd/- Sd/- (Hari Ubriani) (Pradeep Kumar Gupta) Partner Partner M. No.:- 084437 M.No.:- 072933 New Delhi New Delhi Date:-28-08-2019 Date: 28-08-2019 Page 54 of 210


“Annexure-C” to Independent Auditors’ Report on Ind AS Standalone Financial Statements

Directions under section 143 (5) of Companies Act, 2013

S. No. Directions Auditor’s Remark

1 Whether the Company has system in place to process all the accounting transactions through IT system? If yes, the implications of processing of accounting transactions outside IT system on the integrity of the accounts along with the financial implications, if any, may be stated.

Company has a system in place to process all the accounting transactions through IT system except Fixed Assets Register (FAR) and Inventory. FAR is maintained in Excel sheet and depreciation on fixed assets are calculated and subsequently, posted in SAP System. Further, stock records are maintained separately in excel sheet. There is no impact on the integrity of the accounts and no financial impact.

2 Whether there is any restructuring of an existing loan or cases of waiver / write off of debts / loans / interest etc. made by a lender to the company due to the company's inability to repay the loan? If yes, the financial impact may be stated.

According to the information and explanations given to us and on the basis of our examination of the records, there is no case of restructuring of any existing loan or case of waiver / write off of debts / loans / interest etc. by a lender to the Company during the year under consideration.

3 Whether funds received / receivable for specific schemes from Central / State agencies were properly accounted for / utilized as per its term and conditions? List the cases of deviation.

According to the information and explanations given to us and on the basis of our examination of the records of Company, no funds are received / receivable for specific schemes from Central / State agencies during the financial year 2018-19.

For Bansal Sinha &Co. For P V A R & Associates CharteredAccountants CharteredAccountants FRN:- 006184N FRN:- 005223C Sd/- Sd/- (Hari Ubriani) (Pradeep Kumar Gupta) Partner Partner M. No.:- 084437 M.No.:- 072933 New Delhi New Delhi Date:-28-08-2019 Date: 28-08-2019

Page 55 of 210

Page 56 of 210

TEESTA URJA LIMITED (A Government of Sikkim Enterprise)

BALANCE SHEET AS AT 31st MARCH, 2019

(INR in lakhs)

PARTICULARS Note No. As at 31st March, 2019

As at 31st March, 2018

ASSETS(1) Non-current assetsa) Property, Plant and Equipment 3.1 11,85,338 12,43,052 b) Capital Work In Progress 3.2 3,698 6,169 c) Intangible Assets 4.1 1,751 1,801 d) Investment in Joint Venture 5 26,833 26,833 e) Financial assets 6

i) Deposits 6.1 59 320 f) Deferred Tax Assets (net) 7 51,263 28,491 g) Non Current Tax Assets (net) 8 390 358 h) Other Non Current Assets 9 4,578 4,724 Sub Total 12,73,910 13,11,748

(2) Current assetsa) Inventories 10 254 13 b) Financial assets 11

i) Trade receivables 11.1 324 506 ii) Cash and Cash Equivalents 11.2 121 2,403 iii) Bank balances other than cash and cash equivalents 11.3 26 15,233 iv) Loans 11.4 2 2 v) Other Financial Assets 11.5 105 15

c) Other Current Assets 12 1,866 2,937 Sub Total 2,698 21,109

Total Assets 12,76,608 13,32,857

(3) Regulatory Deferral Account Debit Balances 13 13,340 12,917

12,89,948 13,45,774

EQUITY AND LIABILITIES(1) EQUITYa) Equity Share Capital 14 3,20,539 3,20,539 b) Other Equity 15 (1,16,825) (85,518) Total Equity 2,03,714 2,35,021

(2) LIABILITIESNON-CURRENT LIABILITIESa) Financial liabilities 16

i) Borrowings 16.1 8,83,006 9,06,094 ii) Other Financial Liabilities 16.2 270 88

b) Provisions 17 313 341 c) Other Non Current Liabilities 18 1 1 Sub Total 8,83,590 9,06,524

TOTAL ASSETS AND REGULATORY DEFERRAL ACCOUNT DEBIT BALANCES

Page 57 of 210


BALANCE SHEET AS AT 31st MARCH, 2019

(INR in lakhs)

PARTICULARS Note No. As at 31st March, 2019


(3) CURRENT LIABILITIESa) Financial liabilities 19

i) Trade Payables 19.1

32 -

5,533 3,030

ii) Other Financial Liabilities 19.2 1,60,889 1,65,051 b) Provisions 20 35,715 35,625 c) Other Current Liabilities 21 475 523 d) Current Tax Liabilities (net) 22 - - Sub Total 2,02,644 2,04,229

TOTAL EQUITY & LIABILITIES 12,89,948 13,45,774

Significant Accounting Policies 231

Disclosure on Financial Instruments and Risk Management 33-35Other Explanatory Notes to Accounts 32, 36-48Note 1 to 48 form integral part of the Accounts

In terms of our report attached

For Bansal Sinha & Co For P V A R & Associates For and on behalf of the Board of Directors(Chartered Accountants) (Chartered Accountants)FRN : 006184N FRN : 005223C

Sd/- Sd/- Sd/- Sd/-(Hari Ubriani) (Pradeep Kumar Gupta) S.K.Aggarwal MSP RaoPartner Partner Managing Director Executive DirectorM. No. : 084437 M. No. : 072933 DIN : 02628774 DIN : 00482071

Sd/- Sd/-Himanshu Vishnoi P C JainChief Financial Officer Company Secretary

M No : A5875

Place : New DelhiDate : 28/08/2019

- total outstanding dues of micro enterprises and small enterprises- total outstanding dues of creditors other than micro enterprises and small enterprises

Incidental expenditure incurred during construction period pendingallocation (IEDC)

Page 58 of 210


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2019

(INR in lakhs)

PARTICULARS Note no.

For the year ended31st March, 2019


Incomei) Revenue from operations 23 1,61,352 1,30,582 ii) Other Income 24 476 1,585 Total Income 1,61,828 1,32,167

Expensesi) Employee Benefits Expense 25 1,750 1,673 ii) Finance Costs 26 1,16,682 1,33,588 iii) Depreciation & Amortisation Expense 27 66,956 64,304 iv) Other Expenses 28 30,940 31,375 Total Expenses 2,16,328 2,30,940

Loss Before Rate Regulated Activities and Tax (54,500) (98,773)

Tax Expense 29i) Current Tax 29.1 - - ii) Deferred tax 29.2 (22,771) (25,147)

Total Tax Expense (22,771) (25,147)

(31,729) (73,626)

Movement in Regulatory Deferral Account Balances 30 423 3,481 Impact of Tax on Regulatory Deferral Accounts - - Movement in Regulatory Deferral Account Balances (Net of Tax) 423 3,481

(31,306) (70,145)

Other comprehensive income

Items that will not be reclassified to profit or lossRemeasurements of defined benefit plans (2) 15 Less: Deferred tax on remeasurements of defined benefit plans 1 (4)

Other comprehensive income for the year, net of tax (1) 11

Total comprehensive income for the year (31,307) (70,134)

Loss for the year before net movements in Regulatory Deferral Account Balances

Loss for the year and net movements in Regulatory Deferral Account Balances

Page 59 of 210


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2019

(INR in lakhs)

PARTICULARS Note no.



Earnings per share 40

Basic and Diluted (INR) (0.99) (2.30)



31Disclosure on Financial Instruments and Risk Management 33-35Other Explanatory Notes to Accounts 32, 36-48Note 1 to 48 form integral part of the Accounts


For Bansal Sinha & Co For P V A R & Associates(Chartered Accountants) (Chartered Accountants)FRN : 006184N FRN : 005223C



M No : A5875


Incidental expenditure incurred during construction period pending allocation (IEDC)

For and on behalf of the Board of Directors

Earning per share before movements in Regulatory DeferralAccount Balances (Equity shares, face value of INR 10 each)

Earning per share after movements in Regulatory Deferral AccountBalances (Equity shares, face value of INR 10 each)

Page 60 of 210


STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31st MARCH, 2019(INR in lakhs)

PARTICULARSFor the year ended31st March, 2019


A. CASH FLOW FROM OPERATING ACTIVITIES(54,077) (95,292)

Less: Movement in Regulatory Deferral Account Balances (423) (3,481) Loss Before Tax and Rate Regulated Activities (54,500) (98,773) Add:

Finance cost (net of IEDC) 1,16,682 1,33,588 Depreciation and amortisation expenses 66,956 64,304 Amortisation of prepayments for leasehold land 139 139 Amortisation of rent expense 5 7 Loss on sale of property, plant and equipment (net of IEDC) 10 0 Loss on forex fluctuations (net) - 8

Less: Provision written back (242) (24) Interest Income (net of IEDC) (231) (1,547) Gain on forex fluctuations (net) (3) -

1,28,816 97,702

Changes in Operating Assets and Liabilities:Adjustments for (increase) / decrease in operating assets:

Security deposits 3 - Inventories (241) (13) Trade receivables 182 1,379 Loans (1) (1) Other financial assets (36) 502 Other current assets 1,070 (326)

Adjustments for increase / (decrease) in operating liabilities:Security deposits received (2) (0) Provisions 60 41 Trade payables 2,776 889 Other financial liabilities (1,128) 1,133 Other current liabilities (48) (263)

Cash from operations before tax 1,31,451 1,01,043 Less: Income tax (paid) / refund received (including interest) (32) (162) Net Cash Flow from Operating Activities 1,31,419 1,00,881

B. CASH FLOW FROM INVESTING ACTIVITIES (4,658) (19,950)

Proceeds from sale of property, plant and equipment (7) 5 Interest received 225 1,624 Proceeds from / (investment in) deposits with banks 15,416 (15,214) Net Cash Flow from / (used in) Investing Activities 10,976 (33,535) C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from long-term borrowings (19,030) 12,783 Interest and finance charges (1,25,647) (1,23,165) Net Cash Flow used in Financing Activities (1,44,677) (1,10,382)

Net decrease in Cash and Cash Equivalents (2,282) (43,036) Cash and Cash Equivalents at the beginning of the year 2,403 45,439 Cash and Cash Equivalents at the end of the year 121 2,403

Loss before tax for the year including movements in Regulatory Deferral Account Balance

Cash flow from Operating Activities before Operating Assets & Liabilities adjustments

Purchase of property, plant and equipment, capital work-in-progress,intangible assets, intangible assets under development including incidentalexpenditure during construction period pending allocation

Page 61 of 210


STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31st MARCH, 2019(INR in lakhs)



The details of Cash & Cash equivalents as per Note 11.2 of the Balance Sheet is as under:

Particulars As at 31st March 2019

As at 31st March 2018

(i) Balances with banks in current accounts 118 1,710 (ii) Deposits with maturity of less than three months - 690 (iii) Cash on hand 3 3 Total 121 2,403

Net debt reconciliation As at 31st March 2019


Cash and cash equivalents 121 2,403 Non-current borrowings (including current maturities and interest accrued) (10,26,229) (10,53,812) Net debt (10,26,108) (10,51,409)

Other assets Liabilities from Financing Activities

Particulars Cash and cash equivalents Non-current borrowings Total

Net debt as on 31st March, 2018 2,403 (10,53,812) (10,51,409) Cash flows (2,282) 19,030 16,748 Interest expense - (1,16,899) (1,16,899) Interest paid - 1,25,647 1,25,647 Amortisation of loan processing fees - (195) (195) Net debt as at 31st March, 2019 121 (10,26,229) (10,26,108)



Net debt as on 31st March, 2017 45,439 (10,29,269) (9,83,830) Cash flows (43,036) (12,783) (55,819) Interest expense - (1,34,731) (1,34,731) Interest paid - 1,23,166 1,23,166 Amortisation of loan processing fees - (195) (195) Net debt as at 31st March, 2018 2,403 (10,53,812) (10,51,409) In terms of our report attached



Himanshu Vishnoi P C JainChief Financial Officer Company Secretary

M No : A5875Place : New DelhiDate : 28/08/2019

Sd/- Sd/-


Changes in their liabilities arising from financing activities

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STATEMENT OF CHANGES IN EQUITY AS AT 31st MARCH, 2019(INR in lakhs)

A. EQUITY SHARE CAPITAL

PARTICULARS Note No. Number AmountBalance at 1st April, 2017 3,20,53,87,800 3,20,539 Issue of paid up equity shares 14 - - Balance at 31st March, 2018 3,20,53,87,800 3,20,539 Issue of paid up equity shares 14 - - Balance at 31st March, 2019 3,20,53,87,800 3,20,539

B. OTHER EQUITY

Particulars Retained earnings Capital reserveBalance at 1st April, 2017 (15,506) 122 Loss for the year (70,145) - Other comprehensive income 11 - Total comprehensive income (70,134) - Balance at 31st March, 2018 (85,640) 122 Loss for the year (31,306) - Other comprehensive income (1) - Total comprehensive income (31,307) - Balance at 31st March, 2019 (1,16,947) 122

Note 1 to 48 form integral part of the Accounts





M No : A5875


Attributable to equity holders Reserves and surplus


Page 63 of 210

Teesta Urja Limited (A Government of Sikkim Enterprise) Notes forming part of the financial statements NOTE 1: COMPANY INFORMATION

(I) REPORTING ENTITY: Teesta Urja Limited (“the Company”) is a Company domiciled in

India and limited by shares. The Company was incorporated on 11th March, 2005. The Company is a Special Purpose Vehicle for implementation of 1200 MW (6 Units of 200 MW each) Hydro Power Project in North Sikkim, Sikkim (‘the project’). The address of Company’s registered office is 2nd Floor, Vijaya Building, 17, Barakhamba Road, Connaught Place, New Delhi-110001. The Company is primarily involved in the generation and sale of bulk power to various Power Utilities.

On 6th August, 2015, the Company has allotted 489,922,971 equity shares of INR 10 each to Sikkim Power Investment Corporation Limited (“SPICL “a wholly owned company of Govt. of Sikkim (“GOS”)) and 312,441,829 number of shares acquired by SPICL from other shareholders of the Company thereby increasing the stake of Govt. of Sikkim/SPICL to 51% and the Company become a Govt. Company in terms of the Sec. 2 (45) of the Companies Act, 2013. Further, on 12th January, 2017 the Company has further allotted 593,907,800 equity shares of INR 10 each to “SPICL” thereby increasing the stake of Govt. of Sikkim/SPICL to 60.08%., REC, the lead lender approved the revised Project Cost of INR 1,396,500 Lakhs and revised COD date as 31st March, 2017, vide letter dated 21st September, 2016. Government of Sikkim (GOS) approved to amend the Implementation Agreement (IA) with amended date of Commercial Operation of 31st March, 2017 and IA between GOS and the Company was executed on 24th February 2017. The Company had achieved its project commissioning and started commercial operations (3 units commissioned for commercial operations on 23rd February, 2017 and balance 3 Units on 28th February, 2017). As per the Implementation Agreement with the GOS, 12% of the generated power is to be given as free power to GOS for the first 15 (fifteen) years and thereafter 15%. TUL has right of sale only 88% (85% after 15 years) of the generated power and against which CERC tariff will be obtained on the total project cost. After commencement of commercial operations, the Company is selling power on the Indian Energy Exchange (IEX), State Discom as per PPA/short term bilateral through PTC India Ltd. During the year, the power stations of Company generated 4,258.39 MUs (Previous year - 4,430.05 MUs) at Generation Terminal including Free Power to GOS 499.53MUs (Previous year - 519.29 MUs) and sold 3662.18 MUs (Previous year - 3,808.09 MUs) after auxiliary consumption and POC (Point of Connection) losses of 96.68 MUs (Previous year -102.67 MUs).

The tariff petition with Central Electricity Regulatory Commission (CERC) has been filed for determination of tariff and the interim tariff of Rs. 4.68 (Rupees Four and Sixty Eight Paisa) per Unit from 23rd February 2017 to 27th February 2017, Rs 4.69 (Rupees Four and Sixty Nine Paisa) per Unit from 28th February 2017 to 31st March 2017, Rs 4.77 (Rupees Four and Seventy Seven Paisa) per Unit from 01st April 2017 to 31st March 2018 and Rs 4.68 (Rupees Four and Sixty Eight Paisa) per Unit from 01st April 2018 to 31st March 2019 has been granted by CERC, for Teesta III Hydro electric Power Project (1200 MW) vide its interim tariff order dated 23rd May, 2017. Further, the final tariff is yet to be determined by CERC. The financial statements of the Company for the year ended 31st March, 2019 were approved for issue by the Board of Directors on 28/08/2019.

Page 64 of 210

Teesta Urja Limited (A Government of Sikkim Enterprise) Notes forming part of the financial statements (II) Basis of preparation

(A) Statement of Compliance

These standalone financial statements are prepared on accrual basis of accounting in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 (the Act), [Companies (Indian Accounting Standard) Rules, 2015] and subsequent amendments thereto, other applicable provisions of the Act (to the extent notified and applicable), applicable provisions of the Companies Act, 1956, and the provisions of the Electricity Act, 2003 to the extent applicable.

(B) Basis of Measurement

The financial statements have been prepared on accrual basis of accounting under the historical cost convention except for following financial assets and financial liabilities which are measured at fair value:

- Certain financial assets and liabilities measured at fair value

- Employee defined benefit plans measured at fair value

The methods used to measure fair values are discussed in Note no. 33

(C) Application of new and revised standards

a. Ind AS 115- Revenue from Contracts with Customers: With effect from 1st April, 2018, the Company has adopted Ind AS 115 “Revenue from Contracts with Customers” retrospectively only to contracts that are not completed as at the date of initial application (i.e. 1st April, 2018), with the cumulative effect recognised as an adjustment to the balance of Retained Earnings as at the date of initial application. However, no material adjustments were necessary.

b. Appendix B to Ind AS 21- “Foreign Currency Transactions and Advance Consideration and Ind AS 12- Income Taxes have been revised with effect from 1st April, 2018. However, no material adjustments were necessary.

c. Amendments to Ind AS 12 Recognition of Deferred Tax Assets for Unrealised Losses

The amendments clarify that the Company needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how the Company should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

However, no material adjustments were necessary.

d. Amendments/ revision in other standards are either not applicable or do not have any material impact on the financial statements.

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Teesta Urja Limited (A Government of Sikkim Enterprise) Notes forming part of the financial statements (D) Functional and presentation currency

These financial statements are presented in Indian Rupees (INR), which is the Company’s functional currency. All financial information presented in INR has been rounded off to the nearest lakhs. Figures appearing as “0” represent amounts below INR 50,000.

(E) Use of estimates and management judgements

The preparation of financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that may impact the application of accounting policies and the reported values of assets, liabilities, revenue, income and expenses and related disclosures including contingent assets and liabilities at the Balance Sheet date. The estimates and management’s judgements are based on previous experience and other factors considered reasonable and prudent in the circumstances. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised.

In order to enhance understanding of the financial statements, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that may have the most significant effect on the amounts recognised in the financial statements are included in Note 32.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of financial statements as given below have been applied consistently to all periods presented in the financial statements.

2.1. Property, Plant and Equipment (PPE)

a) An item of PPE is recognized as an asset if it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.

b) PPE are initially measured at cost of acquisition/construction. The cost includes expenditure that is directly attributable to the acquisition/construction of the asset. In cases where final settlement of bills with contractors is pending, but the asset is complete and available for use and operating in the manner intended by the management, capitalisation is done on estimated basis subject to necessary adjustments, including those arising out of settlement of arbitration/court cases.

c) Expenditure incurred on renovation and modernization of PPE on completion of the originally estimated useful life of the power station resulting in increased life and/or efficiency of an existing asset, is added to the cost of the related asset. PPE acquired as replacement of the existing assets are capitalized and its corresponding replaced assets removed/ retired from active use are derecognized.

d) After initial recognition, PPE is carried at cost less accumulated depreciation / amortisation and accumulated impairment losses, if any.

e) Payments made/ liabilities created provisionally towards compensation (including interest on enhanced compensation awarded by the Court till the date of award), rehabilitation and other expenses including expenditure on environment management plans is capitalized as part of cost of the related assets.

f) Assets over which the Company has control, though created on land not belonging to the Company are included under PPE.

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Teesta Urja Limited (A Government of Sikkim Enterprise) Notes forming part of the financial statements

g) Standby equipment and servicing equipment which meet the recognition criteria of PPE are capitalized.

h) Spares parts (procured along with the plant & machinery or subsequently) costing INR 5 and above which meet the recognition criteria are capitalized. The carrying amount of those spare parts that are replaced is derecognized when no future economic benefits are expected from their use or upon disposal.

i) If the cost of the replaced part or earlier inspection is not available, the estimated cost of similar new parts/inspection is used as an indication of what the cost of the existing part/ inspection component was when the item was acquired or inspection carried out.

j) An item of PPE is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Profit and Loss when the asset is derecognised.

2.2. Capital Work in Progress (CWIP) a) Expenditure incurred on assets under construction (including a project) is carried at cost under

CWIP. Such costs comprise purchase price of assets including import duties and non-refundable taxes (after deducting trade discounts and rebates), expenditure in relation to survey and investigation activities of projects, cost of site preparation, initial delivery and handling charges, installation and assembly costs, etc.

b) Costs including employee benefits, professional fees, expenditure on maintenance and up-gradation of common public facilities, depreciation on assets used in construction of project, interest during construction (net of income earned during the construction period) and other costs that are directly and indirectly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management are accumulated under “Incidental Expenditure Incurred during Construction period pending allocation” (IEDC) and subsequently allocated on systematic basis over major immovable assets, other than land and infrastructure facilities on commissioning of project.

c) Capital Expenditure incurred for creation of facilities, over which the Company does not have control but the creation of which is essential principally for construction of the project is accumulated under CWIP and subsequently allocated on a systematic basis over major immovable assets, other than land and infrastructure facilities on commissioning of projects, keeping in view the “attributability” and the “Unit of Measure” concepts in Ind AS 16- “Property, Plant & Equipment”. Expenditure of such nature incurred after completion of the project, is charged to the Statement of Profit and Loss.

2.3. Intangible Assets and Intangible Assets under development a) Intangible assets acquired separately are measured on initial recognition at cost. After initial

recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.

b) Land taken for use from State Government (without transfer of title) and expenses on creation of alternate facilities for land evacuees or in lieu of existing facilities coming under submergence and where construction of such alternate facilities is a specific pre-condition for the acquisition of the land for the purpose of the project, are accounted for as Land-Right to use.

c) Software (not being an integral part of the related hardware) acquired for internal use, is stated at cost of acquisition less accumulated amortisation and impairment losses if any.

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d) Expenditure incurred, eligible for capitalization under the head Intangible Assets, are carried as “Intangible Assets under Development” till such assets are ready for their intended use.

e) An item of Intangible asset is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.

2.4. Foreign Currency transactions a) Transactions in foreign currency are initially recorded at the functional currency spot rate at the

date the transaction first qualifies for recognition. At each Balance Sheet date, monetary items denominated in foreign currency are translated at the functional currency exchange rates prevailing on that date.

b) Exchange differences arising on settlement or translation of monetary items are recognized in Statement of Profit and Loss in the year in which it arises with the exception that exchange differences on long term monetary item related to acquisition of property, plant and equipment recognized upto 31 March 2016 are adjusted to the carrying cost of property, plant and equipment.

c) Exchange differences arising from settlement/ translation of monetary items denominated in

foreign currency to the extent recoverable from or payable to the beneficiaries in subsequent periods as per CERC Tariff Regulations are recognized as ‘Regulatory Deferral Account Balances’ during construction period and adjusted from the year in which the same become recoverable from or payable to the beneficiaries.

d) Non-monetary items that are measured in terms of historical cost in a foreign currency are

translated using the exchange rate at the date of the transaction.

2.5. Regulatory deferral accounts a) Where an item of expenditure incurred during the period of construction of a project is

recognised as expense in the Statement of Profit and Loss i.e. not allowed to be capitalized as part of cost of relevant PPE in accordance with the Ind AS, but is nevertheless permitted by CERC to be recovered from the beneficiaries in future through tariff, the right to recover the same is recognized as “Regulatory Deferral Account Balances.”

b) Expense/ income recognised in the Statement of Profit and Loss to the extent recoverable from or payable to the beneficiaries in subsequent periods as per CERC Tariff Regulations are recognised as “Regulatory Deferral Account Balances.”

c) These Regulatory Deferral Account balances are adjusted from the year in which the same become recoverable from or payable to the beneficiaries.

d) Regulatory Deferral Account Balances are evaluated at each Balance Sheet date to ensure that

the underlying activities meet the recognition criteria and it is probable that future economic benefits associated with such balances will flow to the entity. If these criteria are not met, the Regulatory Deferral Account Balances are derecognised.

e) Regulatory Deferral Account Balances are tested for impairment at each Balance Sheet date.

f) A separate line item is presented in the profit or loss/OCI section of the Statement of Profit and Loss for the net movement in all Regulatory Deferral Account Balances for the reporting period.

g) Regulatory Deferral Account Balances are amortized over the life of the Project, i.e. 35 years.

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2.6. Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Normally at initial recognition, the transaction price is the best evidence of fair value. However, when the Company determines that transaction price does not represent the fair value, it uses inter-alia valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All financial assets and financial liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy. This categorisation is based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities. • Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. • Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. For financial assets and financial liabilities that are recognised at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation at the end of each reporting period. 2.7. Investment in joint venture Investments in equity shares of joint venture are carried at cost as per Ind AS 27 - Separate Financial Statements. The cost comprises price paid to acquire investment and directly attributable cost. 2.8. Financial Assets other than investment in Joint Venture A financial asset includes inter-alia any asset that is cash, equity instrument of another entity or contractual obligation to receive cash or another financial asset or to exchange financial asset or financial liability under conditions that are potentially favourable to the Company. A financial asset is recognized when and only when the Company becomes party to the contractual provisions of the instrument.

Financial assets of the Company comprise cash and cash equivalents, bank balances (including bank deposits, margin money and interest accrued on deposits), trade receivables, loans to employees, security deposits, etc.

a) Classification The Company classifies its financial assets at amortised cost. The classification depends on the following:

(a) The entity’s business model for managing the financial assets and (b) The contractual cash flow characteristics of the financial asset.

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b) Initial recognition and measurement All financial assets except trade receivables are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or Loss, transaction costs that are attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the Statement of Profit and Loss.

The Company measures the trade receivables at their transaction price, if the trade receivables do not contain a significant financing component.

c) Subsequent measurement Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

i) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

ii) Contractual terms of the asset give rise on specified dates to cash flows that are Solely Payments of Principal and Interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. d) De-recognition A financial asset is derecognized only when:-

i) The Company has transferred the rights to receive cash flows from the financial asset or ii) Retains the contractual rights to receive the cash flows of the financial assets but assumes

a contractual obligation to pay the cash flows to one or more recipients. Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the Company has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the Company has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

e) Impairment of financial assets

In accordance with Ind-AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the following financial assets:

i) Financial assets that are debt instruments and are measured at amortised cost.

ii) Trade Receivables under Ind AS 115, Revenue from Contracts with Customer.

The Company follows ‘simplified approach’ permitted under Ind AS 109, “Financial Instruments” for recognition of impairment loss allowance on trade receivables resulting from transactions within the scope of Ind AS 115, which requires expected life time losses to be recognised from initial recognition of the receivables.

For recognition of impairment loss on other financial assets, the Company assesses whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has

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Teesta Urja Limited (A Government of Sikkim Enterprise) Notes forming part of the financial statements increased significantly, lifetime ECL is used. For assessing increase in credit risk and impairment loss, the Company assesses the credit risk characteristics on instrument-by-instrument basis. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12-month ECL. The amount of expected credit loss (or reversal) for the period is recognized as expense/income in the Statement of Profit and Loss.

2.9. Financial Liabilities Financial liabilities of the Company are contractual obligation to deliver cash or another financial asset to another entity or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the Company. The Company’s financial liabilities include borrowings, retention money, trade payables, capital creditors, employee payables, security deposits, other payables, etc. a) Classification, initial recognition and measurement

Financial liabilities are recognised initially at fair value minus transaction costs that are directly attributable and subsequently measured at amortised cost. Financial liabilities are classified as subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the fair value at initial recognition is recognised in the Statement of Profit and Loss or in the carrying amount of an asset if another standard permits such inclusion, over the period of the borrowings.

b) Subsequent Measurement After initial recognition, financial liabilities are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the Statement of Profit and Loss or in the carrying amount of an asset if another standard permits such inclusion, when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in interest expense under finance costs in the Statement of Profit and Loss. c) Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss. d) Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. 2.10. Provisions, Contingent Liabilities and Contingent Assets

a) Provisions are recognised when the Company has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Such provisions are determined based on management estimate of the amount required to settle the obligation at the Balance Sheet date. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party,

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the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. The expense relating to a provision net of any reimbursement is presented in the Statement of Profit and Loss or in the carrying amount of an asset if another standard permits such inclusion.

b) If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

c) Contingent liabilities are possible obligations that arise from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events not wholly within the control of the Company. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Contingent liabilities are disclosed on the basis of judgment of management/independent experts. These are reviewed at each Balance Sheet date and are adjusted to reflect the current management estimate.

d) Contingent assets are possible assets that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent assets are disclosed in the financial statements when inflow of economic benefits is probable on the basis of judgment of management. These are assessed continually to ensure that developments are appropriately reflected in the financial statements.

2.11. Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the repayment amount of borrowings is recognised in Statement of Profit and Loss over the period of the borrowings on a straight line basis. Fees paid on the establishment of borrowings are recognised as transaction costs to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are classified as financial liabilities (current/non-current) on the basis the underlying loan agreement.

2.12. Revenue Recognition and Other Income a) Revenue from contracts with customers

a. Revenue is measured based on the consideration that is specified in a contract with a customer or is expected to be received in exchange for the goods or services and excludes amounts collected on behalf of third parties. The Company recognises revenue at a point in time when it transfers control of the goods or services to the customer.

b. Revenue from sale of power is accounted for as per tariff notified by the Central Electricity Regulatory Commission (CERC) under the CERC (Terms & Conditions of Tariff) Regulations, 2014 as per PPA terms. In the case of Power Stations where provisional/ final tariff is yet to be notified or where incentives/disincentives are chargeable/ payable as per CERC (Terms & Conditions of Tariff) Regulations. Revenue is recognised to the extent it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.

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c. Revenue from trading of power is based on the rates & terms and conditions mutually agreed on power exchange.

d. Rebates given to customers in relation to early payment incentives are in the nature of

variable consideration and therefore deducted from the amount of revenue.

e. Customers are billed on a periodic and regular basis. As at each reporting date, revenue from sale of power includes an accrual for power delivered to customers but not yet billed (unbilled revenue).

f. In the comparative period:

i. Revenue from sale of power was measured at the fair value of the consideration

received or receivable. Revenue was recognised when the significant risks and rewards of ownership were transferred to the buyer, recovery of the consideration was probable, the associated costs could be estimated reliably.

ii. Revenue from trading of power was based on the rates & terms and conditions mutually agreed on power exchange (net of rebates, incentives).

iii. As at each reporting date, revenue from sale of power includes an accrual for power delivered to customers but not yet billed (unbilled revenue).

Other income i) Interest Income

a) For all debt instruments measured at amortised cost, interest income is recorded using the

effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses.

b) Interest on advances (wherever applicable as per contractual terms) is recognised when no significant uncertainty as to measurability and collectability exists.

ii) Gain/loss on sale of property, plant and equipment Any gain or loss arising on de-recognition of property, plant and equipment is calculated as the difference between the net disposal proceeds and the carrying amount of the asset as is recognized in the Statement of Profit and Loss.

iii) Dividend income

Dividend income is recognized when right to receive the same is established.

iv) Interest income on income tax refund Interest income on income tax refund is recognized based on receipt of order from the tax authorities. 2.13. Inventories Inventories mainly comprise stores and spares to be used for maintenance of Property, Plant and Equipments and are valued at cost or net realizable value (NRV) whichever is lower. The cost is determined using weighted average cost formula and NRV is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale.

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The amount of any write-down of inventories to net realisable value and all losses of inventories is recognized as an expense in the period in which write-down or loss occurs. 2.14. Employee Benefits (i) Short-term employee benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed or included in the carrying amount of an asset if another standard permits such inclusion as the related service is provided. (ii) Post-employment obligations The Company operates the following post-employment schemes: (a) Defined Contribution Plans (Provident, Employee State Insurance and other funds) (b) Defined Benefit Plans (Gratuity) a) Defined contribution plans A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in the Statement of Profit and Loss or included in the carrying amount of an asset if another standard permits such inclusion in the periods during which services are rendered by employees. Contributions to a defined contribution plan that is due more than 12 months after the end of the period in which the employees render the service are discounted to their present value. Eligible employees of the Company receive benefits under the Provident Fund, Employee State Insurance, etc. where in both the employee and the Company make monthly contributions equal to a specified percentage of the employee’s salary. These contributions are made to the funds administered and managed by Government of India. b) Defined benefit plans Gratuity obligations A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s Gratuity Scheme are in the nature of defined benefit plans.

In accordance with The Payment of Gratuity Act, 1972, the Company provides for gratuity under defined retirement benefit plan covering eligible employees. The defined benefit obligation is calculated annually by actuary using the Projected Unit Credit Method. The gratuity plan is unfunded.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields of Indian government securities as at the reporting date that have maturity dates approximating the terms of the Company’s obligations.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss or included in the carrying amount of an asset if another standard permits such inclusion.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in Other Comprehensive Income. They are included in retained earnings in the Statement of Changes in Equity and in the Balance Sheet.

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(iii) Other long-term employee benefits Benefits under the Company’s leave encashment scheme (comprising earned leave and sick leave) constitute other long term employee benefits. The amount of compensated absences on retirement/termination is the employees last drawn basic salary multiplied by lower of actual leaves accumulated and maximum accumulation of 180 days in case of earned leave and 120 days in case of sick leave. The obligation is calculated annually by actuary using the Projected Unit Credit Method. The Company’s net obligation in respect of long-term employee benefits is the amount of future benefits that employees have earned in return for their service in the current and prior periods. The benefit is discounted to determine its present value. The discount rate is based on the prevailing market yields of Indian government securities as at the reporting date that have maturity dates approximating the terms of the Company’s obligations. The cost including actuarial gains or losses is recognised in the Statement of Profit and Loss or included in the carrying amount of an asset if another standard permits such inclusion in the period in which they arise. 2.15. Borrowing Costs a) Borrowing costs directly attributable to the acquisition, construction or production of qualifying

assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised to the cost of those assets.

b) Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

c) All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs incurred in connection with the borrowing of funds.

d) Capitalisation of borrowing cost ceases when substantially all the activities necessary to prepare the qualifying tangible assets for their intended use are complete.

2.16. Depreciation / Amortisation a) Depreciation/ amortization on additions to / deductions from Property, Plant and Equipment

during the year is charged on pro-rata basis from/up to the date on which the asset is available for use/disposed.

b) Depreciation on Property, Plant and Equipment (for Operating Units i.e. project assets capitalized upon COD and constructed/acquired/purchased thereafter) covered under Part B of Schedule II of the Companies Act, 2013, has been provided on the straight line method at the rates using the rates and methodology as notified by CERC for the fixation of tariff.

c) Depreciation on Property, Plant and Equipment (for assets other than Operating Units i.e. assets

acquired and put to use up to the date of COD) is charged to the Statement of Profit and Loss on straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013.

d) Depreciation on mobile phones, laptops and computer peripherals is charged to the Statement of

Profit and Loss on straight-line method over estimated useful life of 3 years on the basis of technical assessment.

e) Temporary erections are depreciated fully (100%) in the year of acquisition /capitalization.

f) PPE costing INR 5,000 (Rupees Five Thousand in absolute amount or less), are fully

depreciated in the year of acquisition with INR 1 as WDV.

g) Leasehold Land (recognized as prepayments) is charged off under rent expense over the period of 35 years from the date of commercial operation.

h) Land-Right to use is amortized over thirty five years from the date of commercial operation

following the rates and methodology notified by CERC Tariff Regulations.

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i) Cost of software capitalized is amortized over the period of legal right to use or 5 years, whichever is less starting from the year it is acquired.

j) Where the cost of depreciable assets has undergone a change during the year due to

increase/decrease in long term liabilities on account of exchange fluctuation, price adjustment, settlement of arbitration/court cases, change in duties or similar factors, the unamortized balance of such asset is depreciated prospectively over the residual life of such assets at the rate of depreciation and methodology notified by CERC tariff regulations.

k) Where the life and / or efficiency of an asset is increased due to renovation and modernization,

the expenditure thereon along with its unamortized depreciable amount is charged prospectively over the revised / remaining useful life determined by technical assessment.

l) Spares parts procured along with the Plant & Machinery or subsequently which are capitalized and added in the carrying amount of such item are depreciated over the residual useful life of the related plant and machinery.

m) The residual values, useful lives and methods of depreciation for assets are reviewed at each

financial year end and adjusted prospectively, wherever required. 2.17. Impairment of non-financial assets other than inventories Cash generating units as defined in Ind AS 36 on impairment of assets are identified at the Balance Sheet date. At the date of Balance Sheet, if there are indications of impairment and the carrying amount of the cash generating unit exceeds its recoverable amount (i.e. the higher of the fair value less costs of disposal and value in use), an impairment loss is recognized. The carrying amount is reduced to the recoverable amount and the reduction is recognized as an impairment loss in the Statement of Profit and Loss. The impairment loss recognized in the prior accounting period is reversed to the extent of increase in the estimate of recoverable amount. Post impairment, depreciation is provided on the revised carrying value of the impaired asset over its remaining useful life.

2.18. Income Tax Income tax expense comprises current and deferred tax. Tax is recognised in the Statement of Profit and Loss, except to the extent that it relates to items recognised directly in equity or other comprehensive income (OCI). In this case the tax is also recognised directly in equity or in OCI. Current Tax The current tax is the expected tax payable on the taxable income for the year on the basis of the tax laws applicable at the reporting date and any adjustments to tax payable in previous years. Taxable profit differs from profit as reported in the Statement of Profit and Loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible (permanent differences). Deferred tax a) Deferred tax is recognised on temporary differences between the carrying amounts of assets and

liabilities in the Company’s financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet method. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences, unused tax losses and unabsorbed depreciation to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences, unused tax losses and unabsorbed depreciation can be utilised.

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b) The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available against which the temporary differences can be utilised.

c) Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would flow in the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

d) Deferred tax is recognised in the Statement of Profit and Loss except to the extent that it relates

to items recognised directly in other comprehensive income or equity, in which case it is recognised in other comprehensive income or equity.

e) Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

f) Deferred tax recovery adjustment account is credited/ debited to the extent the deferred tax for the current period which forms part of current tax in the subsequent periods and affects the computation of return on equity (ROE), a component of tariff.

2.19. Compensation from third parties Impairments or losses of items, related claims for payments of compensation from third parties including insurance companies and any subsequent purchase or construction of assets are separate economic events and are accounted for separately.

Compensation from third parties including from insurance companies for items of property, plant and equipment or for other items that were impaired, lost or given up is included in the Statement of Profit and Loss when the compensation becomes receivable. Insurance claims for loss of profit are accounted for based on certainty of realisation.

2.20. Segment Reporting In accordance with Ind AS 108 – Operating Segment, the operating segments used to present segment information are identified on the basis of internal reports used by the Company’s Management to allocate resources to the segments and assess their performance. The Managing Director is the Company’s “Chief Operating Decision Maker” or “CODM” within the meaning of Ind AS 108.

The Company is involved in only one business, which is generation of power. Therefore the Company has only one operating segment. Further, the Company is having a single geographical segment as its power project is located within India.

2.21. Leases Company as a Lessee A lease is classified at the inception date as a finance lease or an operating lease. An operating lease is a lease other than a finance lease. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) is charged to Statement of Profit and Loss on a straight-line basis over the period of the lease unless the payments

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are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases. Company as a Lessor In case of sub-lease of additional space, the lease income is adjusted from the lease payments in the Statement of Profit and Loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for Company’s expected inflationary cost increases. 2.22. Cash and cash equivalents a) Cash and cash equivalents include cash on hand and bank balances including deposits having

original maturity of three months or less from the date of acquisition that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

b) Statement of Cash Flows is prepared in accordance with the indirect method prescribed in Ind

AS 7- ‘Statement of Cash Flows’.

2.23. Current versus non-current classification The Company presents assets and liabilities in the Balance Sheet based on current/non-current classification.

a) An asset is current when it is:

• Expected to be realised or intended to be sold or consumed in the normal operating cycle • Held primarily for the purpose of trading • Expected to be realised within twelve months after the reporting period, or • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at

least twelve months after the reporting period.

All other assets are classified as non-current.

b) A liability is current when:

• It is expected to be settled in the normal operating cycle • It is held primarily for the purpose of trading • It is due to be settled within twelve months after the reporting period, or • There is no unconditional right to defer the settlement of the liability for at least twelve months

after the reporting period.

All other liabilities are classified as non-current.

c) Deferred tax assets and liabilities are classified as non-current assets and liabilities.

2.24. Operating Cycle

Based on the nature of activities of the Company and the normal time between acquisition of assets and their realization in cash or in cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

2.25. Prior Period Items Prior period errors having material impact are corrected retrospectively by restating the comparative amounts for the prior periods presented in which the error occurred. If the error occurred before the earliest period presented, the opening balances of assets, liabilities and equity for the earliest period presented, are restated unless it is impracticable, in which case, the comparative information is adjusted to apply the new accounting policy prospectively from the earliest date practicable.

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2.26. Earnings per Share a) Basic earnings per equity share is computed by dividing the net profit/loss attributable to the

equity holders of the Company by the weighted average number of equity shares outstanding during the period.

b) Diluted earnings per equity share is computed by dividing the net profit/loss attributable to the equity holders of the Company by the weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.

c) Basic and diluted earnings per equity share are also presented using the earnings amounts

excluding the movements in regulatory deferral account balances.

2.27. Miscellaneous Each material class of similar items is presented separately in the financial statements. Items of a dissimilar nature or function are presented separately unless they are immaterial.

2.28. Recent accounting pronouncements The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Amendment Rules, 2019 and the Companies (Indian Accounting Standards) Second Amendment Rules, 2019 on 31st March, 2019. Both the Rules shall come into force on 1st April, 2019. Standards issued but not effective

a) Ind AS 116- ‘Leases’ Ind AS 116 was notified by Ministry of Corporate Affairs on 30 March 2019 and it is applicable for annual reporting periods beginning on or after 1 April 2019. Ind AS 116 will affect primarily the accounting by lessees and will result in the recognition of almost all leases on balance sheet. The standard removes the current distinction between operating and finance leases and requires recognition of an asset (the right-of-use the leased item) and a financial liability to pay rentals for virtually all lease contracts. An optional exemption exists for short-term and low-value leases. The Statement of Profit and Loss might also be affected because the total expense is typically higher in the earlier years of a lease and lower in later years. Additionally, operating expense will be replaced with interest and depreciation, so key metrics like EBITDA will change. Operating cash flows will be higher as repayments of the lease liability and related interest are classified within financing activities. The accounting by lessors will not significantly change. Some differences may arise as a result of the new guidance on the definition of a lease. Under Ind AS 116, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company is in the process of evaluating the impact of Ind AS 116 on its financial statements.

b) Appendix C to Ind AS 12, ‘Income Taxes’: The appendix explains how to recognise and

measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. In particular, it discusses:

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a. how to determine the appropriate unit of account, and that each uncertain tax treatment should be considered separately or together as a group, depending on which approach better predicts the resolution of the uncertainty;

b. that the entity should assume a tax authority will examine the uncertain tax treatments and have full knowledge of all related information, i.e. that detection risk should be ignored;

c. that the entity should reflect the effect of the uncertainty in its income tax accounting when it is not probable that the tax authorities will accept the treatment;

d. that the impact of the uncertainty should be measured using either the most likely amount or the expected value method, depending on which method better predicts the resolution of the uncertainty; and

e. that the judgements and estimates made must be reassessed whenever circumstances have changed or there is new information that affects the judgements.

As per assessment, the application of this guidance is not expected to have material impact on the financial statements of the Company.

c) Amendments to Ind AS 12, ‘Income Taxes’: The amendments clarify that the income tax consequences of dividends on financial instruments classified as equity should be recognised according to where the past transactions or events that generated distributable profits were recognised. These requirements apply to all income tax consequences of dividends. Previously, it was unclear whether the income tax consequences of dividends should be recognised in profit or loss, or in equity, and the scope of the existing guidance was ambiguous.

These amendments are not expected to have any impact on the financial statements of the Company.

d) Amendments to Ind AS 28, ‘Investment in Associates and Joint Ventures’: The amendments clarify the accounting for long-term interests in an associate or joint venture, which in substance form part of the net investment in the associate or joint venture, but to which equity accounting is not applied. Entities must account for such interests under Ind AS 109 ‘Financial Instruments’ before applying the loss allocation and impairment requirements in Ind AS 28.

Since the Company does not have such long-term interests in its joint ventures, the amendments will not have any impact on its financial statements.

e) Amendments to Ind AS 19, ‘Employee Benefits’: The amendments to Ind AS 19 clarify the accounting for defined benefit plan amendments, curtailments and settlements. They confirm that entities must :

a. calculate the current service cost and net interest for the remainder of the reporting period after a plan amendment, curtailment or settlement by using the updated assumptions from the date of the change;

b. any reduction in a surplus should be recognised immediately in profit or loss either as part of past service cost, or as a gain or loss on settlement. In other words, a reduction in a surplus must be recognised in profit or loss even if that surplus was not previously recognised because of the impact of the asset ceiling; and

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c. separately recognise any changes in the asset ceiling through other comprehensive income.


f) Amendments to Ind AS 111, ‘Joint Arrangements’: The amendments clarify that the party obtaining joint control of a business that is a joint operation should not re-measure its previously held interest in the joint operation.


g) Amendment to Ind AS 23, ‘Borrowing Costs’: The amendments clarify that if a specific borrowing remains outstanding after the related qualifying asset is ready for its intended use or sale, it becomes part of general borrowings.

The Company’s current practice is in line with these amendments and accordingly these amendments are not expected to have any material impact on its financial statements.

h) Amendment to Ind AS 103, ‘Business Combinations’: The amendments clarify that obtaining control of a business that is a joint operation, is a business combination achieved in stages. The acquirer should re-measure its previously held interest in the joint operation at fair value at the acquisition date.


i) Prepayment Features with Negative Compensation – Amendments to Ind AS 109, ‘Financial Instruments’: The narrow-scope amendments made to Ind AS 109 enable entities to measure certain prepayable financial assets with negative compensation at amortised cost. These assets, which include some loan and debt securities, would otherwise have to be measured at fair value through profit or loss. To qualify for amortised cost measurement, the negative compensation must be ‘reasonable compensation for early termination of the contract’ and the asset must be held within a ‘held to collect’ business model.


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NOTES FORMING PART OF THE FINANCIAL STATEMENTS

3.1 Property, Plant and Equipment (INR in lakhs)

As at 1st April,

2018 Additions Deductions Other

adjustments

As at 31st March,

2019

As at 1st April,

2018

For the year Deductions Other

adjustments

As at 31st March,

2019

As at 31st

March, 2019

As at 31st March,

2018

Freehold Land 6 - - - 6 - - - - - 6 6 Roads and Bridges 25,817 - - - 25,817 1,709 847 - - 2,556 23,261 24,108 Dam, Intake & De-Silting Chambers 4,44,800 5,601 - 0 4,50,401 24,579 23,706 - - 48,285 4,02,116 4,20,221 HRT, TRT, Surge Shaft & Pressure Shafts 4,30,919 1,773 - 106 4,32,586 24,219 22,839 - 3 47,055 3,85,531 4,06,700 Power Plant 1,16,087 965 - 0 1,17,052 4,093 3,902 - - 7,995 1,09,057 1,11,994 Electro-Mechanical Plant & Equipment 2,91,360 263 - 164 2,91,459 16,647 15,389 - 10 32,026 2,59,433 2,74,713 Buildings (Permanent house colony) 4,966 771 - - 5,737 54 166 - - 220 5,517 4,912 Buildings (Others) 5 - - - 5 0 0 - - 0 5 5 Temporary Structures 116 - - - 116 116 - - - 116 - - Plant and Equipment 64 45 - - 109 38 2 - - 40 69 26 Furniture and Fixtures 35 11 - 46 7 2 - - 9 37 28 Office Equipment 152 13 3 - 162 41 16 1 - 56 106 111 Computers 80 11 5 - 86 37 15 4 - 48 38 43 Vehicles 294 8 - - 302 136 29 - - 165 137 158 Communication Equipments 29 29 2 2 - - 4 25 27 Total 13,14,730 9,461 8 270 13,23,913 71,678 66,915 5 13 1,38,575 11,85,338 12,43,052

Class of assets

Gross Block Depreciation Net Block

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As at 1st April,


adjustments

As at 31st March,

2018

As at 1st April,

2017


adjustments

As at 31st March,

2018

As at 31st

March, 2018

As at 31st March,

2017

Freehold Land 6 - - - 6 - - - - - 6 6 Roads and Bridges 25,610 207 - 0 25,817 828 881 - 0 1,709 24,108 24,782 Dam, Intake & De-Silting Chambers 4,15,509 29,628 - 337 4,44,800 2,224 22,357 - 2 24,579 4,20,221 4,13,285 HRT, TRT, Surge Shaft & Pressure Shafts 4,14,383 16,872 - 336 4,30,919 2,218 22,003 - 2 24,219 4,06,700 4,12,165 Power Plant 1,10,361 5,871 - 145 1,16,087 374 3,719 - 0 4,093 1,11,994 1,09,987 Electro-Mechanical Plant & Equipment 2,87,268 4,101 - 9 2,91,360 1,478 15,169 - 0 16,647 2,74,713 2,85,790 Buildings (Permanent house colony) - 4,966 - - 4,966 - 54 - - 54 4,912 - Buildings (Others) 5 - - 5 0 0 - - 0 5 5 Temporary Structures 116 - - - 116 116 - - - 116 - - Plant and Equipment 51 16 3 - 64 37 2 1 - 38 26 14 Furniture and Fixtures 22 13 - - 35 5 2 - - 7 28 17 Office Equipment 105 51 4 0 152 30 14 3 0 41 111 75 Computers 61 20 1 - 80 23 14 0 37 43 38 Vehicles 296 - 2 - 294 100 37 1 - 136 158 196 Communication Equipments 23 6 - - 29 - 2 - - 2 27 23 Total 12,53,816 61,751 10 827 13,14,730 7,433 64,254 5 4 71,678 12,43,052 12,46,383

Class of assets


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3.2 Capital work-in-progress

Particulars As at 1st April, 2017

Additions during the

year

Capitalised during the

year

As at 31st March,

2018


year


year

As at 31st March,

2019

Construction related works 3,085 55,469 (54,655) 3,899 5,677 (7,353) 2,223 3,749 5,511 (6,990) 2,270 1,272 (2,067) 1,475

Total 6,834 60,980 (61,645) 6,169 6,949 (9,420) 3,698

ii) Refer note 46 for information on property, plant and equipment and capital work in progress hypothecated with lenders as security for related borrowings.iii) Refer to note 39(a) for contractual commitments for acquisition of property, plant and equipment.iv) Amount of borrowing cost capitalised to property, plant and equipment amounts to INR 750 (Previous year: INR 2,995). Refer note 31.v) Adjustments to property, plant and equipment includes impact of difference between estimated provision vs. actual bills approved.

i) Capital work-in-progress as on 31st March, 2019 consists of permanent house colony, roads and bridges etc.

Incidental Expenditure during construction period, pending allocation (IEDC)

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4.1 Intangible Assets (INR in lakhs)

As at 1st April,

2018Additions Deductions Other

adjustments

As at 31st March,

2019

As at 1st April,

2018


adjustments

As at 31st March,

2019

As at 31st March,

2019

As at 31st March,

2018

Computer Software 7 4 - - 11 3 1 - 4 7 4 Land-Right to Use 1,855 - - - 1,855 58 53 - - 111 1,744 1,797

Total 1,862 4 - - 1,866 61 54 - - 115 1,751 1,801

Net Block

As at 1st April,


adjustments

As at 31st March,

2018

As at 1st April,

2017


adjustments

As at 31st March,

2018

As at 31st March,

2018

Computer Software 5 3 0 1 7 2 1 0 0 3 4 Land-Right to Use 1,855 - - 0 1,855 5 53 - 0 58 1,797

Total 1,860 3 0 1 1,862 7 54 0 0 61 1,801

i) Refer note 46 for information on intangible assets hypothecated with lenders as security for related borrowings.

Class of assets

Gross Block Amortisation Net Block

Class of assets

Amortisation Gross Block

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NOTES FORMING PART OF THE FINANCIAL STATEMENTS(INR in lakhs)

5 Investment in Joint Venture

ParticularsAs at

31st March, 2019

As at 31st March,

2018

Unquoted Equity Instruments - At Cost 26,833 26,833

Total 26,833 26,833

6 Financial Assets - Non Current

6.1 Deposits

ParticularsAs at

31st March, 2019

As at 31st March,

2018

(Unsecured, considered good)Security deposits 59 111

(Secured, considered good)Deposits with banks with more than 12 months maturity * - 209 Total 59 320

Refer Note 46 for information on assets hypothecated with lenders as security for related borrowings.

7 Deferred Tax Assets (net)

The balance comprises temporary differences attributable to:As at

31st March, 2019

As at 31st March,

2018

Deferred tax assetsUnabsorbed losses and depreciation 39,759 26,418 Provisions for advances / receivables 150 125 Property, plant and equipment, intangible assets, capital work in progress and intangible assets under development

11,926 2,483

Others 56 30

Total deferred tax assets 51,891 29,056 Set-off of deferred tax liabilities pursuant to set-off provisionsBorrowings (605) (555)Retention money (18) (5)Others (5) (5)Total deferred tax liabilities (628) (565)Deferred tax assets (net) 51,263 28,491

268,329,180 (Previous year - 268,329,180) shares of INR 10 each fully paid in Teestavalley Power Transmission Limited*

* Of the above 137,891,900 (Previous year: 137,891,900) shares have been pledged by the Company against loans availed by its joint venture company.

*Held as margin money towards Bank Guarantee / Letter of Credit given to Customs, Power Trading Corporation (PTC) and Power System Operation Corporation Limited, which are not available for use by the Company.

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Movement in deferred tax assets and deferred tax liabilities

ParticularsFor the year ended 31st

March, 2019

For the year ended 31st March,

2018

For the year ended 31st

March, 2019


March, 2018

Deferred tax assetsUnabsorbed losses and depreciation 13,341 17,251 - - Provisions for advances / receivables 25 (31) - - Property, plant and equipment, intangible assets, capital work in progress and intangible assets under development

9,443 2,483 - -

Others 25 18 1 (4)

Deferred tax liabilitiesProperty, plant and equipment, intangible assets, capital work in progress and intangible assets under development

- 5,257

Borrowings (50) 164 - - Retention money (13) 1 - - Others (0) 4 - - Deferred tax Benefit / (Expense) 22,771 25,147 1 (4)

8 Non Current Tax Assets (net)

ParticularsAs at

31st March, 2019

As at 31st March,

2018

Advance tax and tax deducted at source 390 358 Less: Provision for Taxation - - Total 390 358

Refer note 22 for details.


9 Other Non Current Assets

ParticularsAs at

31st March, 2019

As at 31st March,

2018

Capital advances (Secured, considered good) 144 150

Advances other than capital advances (Secured, considered good)Prepayments for leasehold land 4,427 4,566

(Unsecured, considered good)Prepaid expenses 7 8 Total 4,578 4,724


Statement of Profit and Loss

Other Comprehensive Income

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10 Inventories

ParticularsAs at

31st March, 2019

As at 31st March,

2018Stores and spares (includes in-transit of INR 70 (Previous year: Nil)) 254 13

254 13 Explanatory Note:a) During the year, inventories written down to net realisable value (NRV) and recognised as an expense in profit or loss.

Nil Nil

b) Refer note 46 for information on assets hypothecated with lenders as security for related borrowings.

11 Financial Assets - Current

11.1 Trade receivables

ParticularsAs at

31st March, 2019

As at 31st March,

2018

Trade Receivables considered good - Secured - - Trade Receivables considered good - Unsecured 324 506 Trade Receivables which have significant increase in Credit Risk

- -

Trade Receivables - credit impaired - - 324 506

Explanatory Note: -i) Debt due by directors or other officers of the company or any of

them either severally or jointly with any other person or debts due by firms or private companies respectively in which any director of the Company is a partner or a director or a member.

Nil Nil

ii) Debt due by subsidiaries/ Joint Ventures and others related parties of the company at point (i) above

Nil Nil

iii) Due to the short-term nature of the current receivables, their carrying amount is assumed to be the same as their fair value.


11.2 Cash and Cash Equivalents

ParticularsAs at

31st March, 2019

As at 31st March,

2018

Balances with banksWith scheduled banks

In current accounts 118 1,710 Deposits with original maturity of less than three months - 690

Cash on hand 3 3 Total 121 2,403


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11.3 Bank balances other than cash and cash equivalents

ParticularsAs at

31st March, 2019

As at 31st March,

2018Balances with banks - in deposit accounts (having remaining maturity more than 3 months but less than 12 months)

- 15,233

Margin money deposits* (having maturity less than 12 months) 26 -

26 15,233


11.4 Loans

ParticularsAs at

31st March, 2019

As at 31st March,

2018Loans Receivables considered good - Secured - - Loans Receivables considered good - Unsecured (To Employees) 2 2

Loans Receivables which have significant increase in Credit Risk - -

Loans Receivables - credit impaired - - Total 2 2

Explanatory Note: -Loans due from directors or other officers of the Company at the end of the period Nil Nil


11.5 Other Financial Assets (Unsecured, considered good unless stated otherwise)

ParticularsAs at

31st March, 2019

As at 31st March,

2018Contractually reimbursable expenses from related parties (refer note 37C(ii))

31 6

Contractually reimbursable expenses - othersConsidered good 12 1 Considered doubtful 17 17

29 18 12 1

Security deposits 62 8 Total 105 15

** Provision for Doubtful receivablesOpening Balance 17 17 Addition during the year - - Closing balance 17 17


*Held as margin money towards Letter of Credit given to Power System Operation Corporation Limited, which are not available for use by the Company.

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12 Other Current Assets (Unsecured, considered good unless stated otherwise)

ParticularsAs at

31st March, 2019

As at 31st March,

2018Advances to suppliers & consultants

Considered good 32 12 Considered doubtful 462 462

494 474 Less: Provision for Doubtful advances* (462) (462)

32 12

Advances to employees 3 3 Prepaid expenses 1,692 2,783 Prepayments for leasehold land 139 139 Total 1,866 2,937

*Provision for Doubtful advancesOpening Balance 462 486 Addition / (reversal) during the year - (24) Closing balance 462 462

There is no major impact of foreign currency fluctuations on the profit / capital work-in-progress of the Company as these are either adjusted to the carrying cost of respective fixed asset/Capital Work-in-Progress or recovered through tariff as per CERC Tariff Regulation 2014-19 (to the extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAs being operationalized.Advance due from Directors or other officers at the end of the year/ period Nil Nil

Nil Nil


13 Regulatory Deferral Account Debit Balances

ParticularsAs at

31st March, 2019

As at 31st March,

2018Opening Balance 12,917 9,527 Add: Movement during the year

a) Other Expenses (242) (91)b) Amount of extended warranty of Project 1,097 3,871

13,772 13,307 Less: Amortised during the year (432) (390)

Closing Balance 13,340 12,917

For details on regulatory deferral account balances refer to note 47.

Advance due by Firms or Private Companies in which any Director of the Company is a Director or member.

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14 Equity Share Capital (INR in lakhs)

ParticularsNumber of Shares Amount

(INR Lakhs)Number of Shares Amount

(INR Lakhs)

Authorized share capital: (Par value of shares INR 10 each)Shares at the beginning of the year 4,00,00,00,000 4,00,000 4,00,00,00,000 4,00,000 Increase during the year - - - - Shares at the end of the year 4,00,00,00,000 4,00,000 4,00,00,00,000 4,00,000

IssuedEquity Shares of INR 10 each 3,20,53,87,800 3,20,539 3,20,53,87,800 3,20,539 Increase during the year 3,21,10,820 3,211 - - Total issued share capital 3,23,74,98,620 3,23,750 3,20,53,87,800 3,20,539

Subscribed and fully paid upEquity Shares of INR 10 each 3,20,53,87,800 3,20,539 3,20,53,87,800 3,20,539 Total subscribed and fully paid up share capital 3,20,53,87,800 3,20,539 3,20,53,87,800 3,20,539

Equity shares (Fully paid up)Number of shares Amount

(INR Lakhs)Number of shares Amount

(INR Lakhs)

Shares at the beginning of the year 3,20,53,87,800 3,20,539 3,20,53,87,800 3,20,539 Shares issued during the year - - - - Shares outstanding at the end of the year 3,20,53,87,800 3,20,539 3,20,53,87,800 3,20,539

(ii) Terms/rights attached to equity shares

Number of shares Number of shares

Name of the Shareholder As at 31st March, 2019


Sikkim Power Investment Corporation Limited, holding company (SPICL) 1,92,57,62,600 1,92,57,62,600

As at 31st March, 2019 As at 31st March, 2018

For the period ended 31st March , 2019

For the year ended 31st March, 2018

(a) The Company has issued only one kind of equity shares with voting rights proportionate to the share holding of theshareholders. These voting rights are exercisable at meeting of shareholders. The holders of the equity shares are also entitled toreceive dividend as declared from time to time for them.

(i) Reconciliation of the number of equity shares and the amount outstanding at the beginning and at the end of the reporting year:

(iii) Details of equity shares held by holding company and subsidiary of holding company:

(b) Further, as per the provisions of Restated Shareholders Agreement dated 28th February, 2017, Sikkim Power InvestmentCorporation Limited (SPICL) enjoys all rights equivalent to 60.08% shareholding in the Company.

The shares of Sikkim Power Investment Corporation Limited is held by Government of Sikkim which holds shares throughEnergy & Power Department (9,300 Shares of INR 10 each) and through Finance Department (700 shares of INR 10 each)

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(iv) Details of equity shares held by each shareholder holding more than 5% shares:

Number of shares % of Holding Number of shares % of Holding

a) Equity shares (Fully paid-up)Sikkim Power Investment Corporation Limited 1,92,57,62,600 60.08% 1,92,57,62,600 60.08%Asian Genco Pte. Limited. Singapore 80,06,67,838 24.98% 80,06,67,838 24.98%PTC India Limited 18,00,52,223 5.62% 18,00,52,223 5.62%Indus Clean Energy (India) Private Limited 16,59,19,800 5.18% 16,59,19,800 5.18%

v) In preceding five financial years immediately preceding 31st March, 2019, Company has not allotted any equity share as fullypaid up pursuant to contract(s) without payment being received in cash, not allotted any equity share as fully paid up by way ofbonus share(s) and not bought back any equity share.

ix) The Company has issued 32,110,820 Equity Shares at par value of Rs. 10 each on 26th July, 2018 on rights basis to its existing shareholders. However the same is yet to be subscribed

vi) Shares reserved for issue under options and contracts/commitments for the sale of shares/disinvestment, including the terms and amounts : NIL.

vii) Terms of any securities convertible into equity shares issued along with the earliest date of conversion in descending order starting from the farthest such date: NIL.viii) Calls unpaid (showing aggregate value of calls unpaid by directors and officers) : NIL.

Name of the shareholderAs at 31st March, 2019 As at 31st March, 2018

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15 Other Equity

Particulars As at 31st March, 2019


Reserves and surplusCapital reserve 122 122 Retained earnings (1,16,947) (85,640)Total (1,16,825) (85,518)

a) Capital reserveOpening balance 122 122 Add: Transferred during the year - - Closing balance 122 122

b) Retained earningsOpening balance (85,640) (15,506) Loss for the year (31,306) (70,145) Items of other comprehensive income recognised directly in retained earnings

Remeasurement of defined benefit plans (1) 11 Closing balance (1,16,947) (85,640)

16 Financial Liabilities - Non Current16.1 Borrowings

ParticularsEffective

interest rate Maturity As at 31st March, 2019


SecuredTerm loans

From banks 11.29% p.a. on monthly rest

2018-2029 3,60,122 3,54,243

From financial institutions 11.40% p.a. on quarterly rest

2018-2029 6,38,448 6,63,162

9,98,570 10,17,405 Current maturities shown under financial liabilities (note 19.2) (1,15,564) (1,11,311)Total 8,83,006 9,06,094

Particulars of security

b) Loan Covenants : Refer point (b) of Note 35 (Capital management).

(a) Nature and purpose of Capital Reserve - The Company had created the said reserve against forfeiture of equity shareswhich was partly paid but not fully subscribed during the financial year 2009-10. This reserve can be utilised for issuing offully paid bonus shares. No dividend can be distributed out of this reserve.

(b) Nature and purpose of Retained Earnings - Retained earnings represents cumulative losses of the Company. Thisreserve can be utilised in accordance with the provisions of Companies Act, 2013.

a) The carrying amounts of financial and non-financial assets hypothecated as security for current and non-current borrowings are disclosed in Note 46.

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Notes:

(iii) Repayment and other terms:

b) The bank-wise details of the loans are given below:

Name of the LenderNo. of

quarterly Installments



a) Banks:Bank of Baroda (BOB) 45 42,250 45,476 Canara Bank 45 77,077 74,049 Dena Bank 45 18,072 20,177 Oriental Bank of Commerce (OBC)

45 40,173 38,095

Punjab National Bank (PNB) 45 1,55,756 1,51,142

Punjab & Sind Bank (PSB) 45 7,275 6,766 United Bank of India (UBI) 45 19,519 18,538 Total banks (a) 3,60,122 3,54,243

b) Financial Institutions:India Infrastructure Finance Company Limited (IIFCL)

11.40% p.a. on quarterly rest 45 78,205 77,478

Life Insurance Corporation of India (LIC)

45 53,949 51,300

Rural Electrification Corporation Limited (REC)

45 4,84,773 5,13,463

Indian Renewable Energy Development Agency (IREDA)

45 21,521 20,921

Total financial institutions (b)

6,38,448 6,63,162

Grand Total (a+b) 9,98,570 10,17,405 # Note: BBR stands for Bank's Base Rate

11.29% p.a. on monthly rest

(i) REC, the Lead lender vide its sanction letter dated 21st September, 2016, approved the revised Project Cost of INR1,396,500 and revised COD date of 31st March, 2017 and further approved shifting of existing repayment period of 11.25years with moratorium of 9/12 months after project COD and payable in 45 structured quarterly installments with firstrepayment starting from 31st December 2017 for PNB, BoB, Canara Bank, Dena Bank & UBI and from 31st March, 2018 forREC, IIFCL, LIC, IREDA, OBC & PSB.(ii) Total sanctioned loan of INR 1,102,795 from consortium lenders (Previous year - Rs. 1,102,795) is secured by firstmortgage/hypothecation and charge on all the Company's immovable and movable properties including all receivables andintangible properties both present and future, security interest by way of assignment of all the rights, titles, permits, approvalsand interest of the Company in respect of all the clearances, agreements, permits, approvals, consents in relation to the project,contractors guarantees, performance bonds and any Letters of Credit provided by EPC Contractors or any power purchaser, allinsurance policies and first charge on all the bank accounts, including but not limited to Trust and Retention Account. Thecharge created would rank pari-passu among all the lenders.

a) The repayments is proposed to be made in 45 equal quarterly installments, commencing from 31st December, 2017 for PNB,BoB, Canara Bank, Dena Bank & UBI and from 31st March, 2018 for REC, IIFCL, LIC, IREDA, OBC & PSB .

Balance outstanding

Interest Terms #

11.29% p.a. on monthly rest11.29% p.a. on monthly rest11.29% p.a. on monthly rest


11.29% p.a. on monthly rest11.29% p.a. on monthly rest

11.40% p.a. on quarterly rest


Note 1: The Company accounted the interest pertaining to Bank Lenders considering the highest interest rate charged amongthe bank consortium, as per Common Loan Agreement.Note 2: All banks have sanctioned reduced Rate of Interest (ROI) 11.29% p.a. on monthly rest equivalent to 11.40% p.a. onquarterly rest w.e.f. 12th February, 2018 in line with the Financial Institutions .


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(iv) The particulars of delays in repayment of principal of term loans:

Period of default (in

days)

Amount Period of default (in days)

Amount

a) Banks:0 to 90 1,058 0 to 90 1,058 0 to 90 982 0 to 90 982 0 to 90 528 91 to 120* 528 0 to 90 3,938 0 to 90 3,866 0 to 90 178 0 to 90 178 0 to 90 1,931 91 to 120* 1,931 0 to 90 489 91 to 120* 489

0 to 90 10,479 0 to 90 6,812

0 to 90 1,923 91 to 120* 1,923

0 to 90 464 91 to 120* 306

Life Insurance Corporation of India (LIC) 0 to 90 1,140 91 to 120* 771 *All payments were made within 91 days

(v) The particulars of delays in payment of interest on term loans:


days)


Amount

a) Banks:Bank of Baroda (BOB) 0 to 30 415 0 to 30 -

30 to 60 374 30 to 60 163 61 to 90 153 61 to 90 937

91 to 120 - 91 to 120 304 Oriental Bank of Commerce (OBC) 30 to 60 232 30 to 60 78

61 to 90 156 61 to 90 722 91 to 120 160 91 to 120 257

Dena Bank 0 to 30 178 0 to 30 - 30 to 60 168 30 to 60 17 61 to 90 160 61 to 90 417

91 to 120 - 91 to 120 153 Punjab National Bank (PNB) 0 to 30 1,498 0 to 30 -

30 to 60 1,356 30 to 60 604 61 to 90 - 61 to 90 3,002

91 to 120 - 91 to 120 1,134 Punjab & Sind Bank (PSB) 0 to 30 69 0 to 30 -

30 to 60 - 30 to 60 17 61 to 90 - 61 to 90 128

91 to 120 - 91 to 120 50 Canara Bank 0 to 30 582 0 to 30 -

61 to 90 - 61 to 90 1,468 90 to 120 - 90 to 120 1,023


Name of the Lender


Canara BankUnited Bank of India (UBI)b) Financial Institutions:Rural Electrification Corporation Limited (REC)

India Infrastructure Finance Company Limited (IIFCL)Indian Renewable Energy Development Agency (IREDA)

Bank of Baroda (BOB)Oriental Bank of Commerce (OBC)Dena BankPunjab National Bank (PNB)Punjab & Sind Bank (PSB)

Name of the Lender


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United Bank of India (UBI) 0 to 30 189 0 to 30 - 30 to 60 157 30 to 60 19 61 to 90 - 61 to 90 403

91 to 120 - 91 to 120 167 b) Financial Institutions:Rural Electrification Corporation Limited (REC)

30 to 60 10,800 30 to 60 5,786

61 to 90 3,331 61 to 90 9,792 61 to 90 2,220 61 to 90 2,640

91 to 120 - 91 to 120 1,938 30 to 60 594 30 to 60 234

61 to 90 - 61 to 90 398 Life Insurance Corporation of India (LIC) 61 to 90 1,493 61 to 90 1,705

Note 3: Credit rating as per credit rating agency ICRA is D.

16.2 Other Financial Liabilities



Retention money 263 80 Payable to related parties (refer note 37C(iii))

Security deposit payable towards rent 7 8 Total 270 88

17 Provisions - Non Current



Employee benefit provisions (refer note 25 and 31A)Provision for Gratuity 157 160 Provision for Compensated absences 156 181

Total 313 341

As at As at As per last Balance Sheet 160 195 Additions / (utilisations) during the year (3) (35) Closing Balance 157 160

b) Provision for Compensated absencesAs per last Balance Sheet 181 212 Additions / (utilisations) during the year (25) (31) Closing Balance 156 181

Total balance 313 341

India Infrastructure Finance Company Limited (IIFCL)


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Employee Benefit Plans

i) Defined contribution plan

ii) Defined benefit plan

a) Key actuarial assumptions



Discount rate 7.65% 7.80%Expected rate of salary increases 8.00% 8.00%Mortality rates inclusive of provision for disability Retirement age 65 years 65 yearsWithdrawal rates

Up to 30 Years 7.00% 7.00%From 31 to 44 years 7.00% 7.00%Above 44 years 7.00% 7.00%

b) Change in present value of obligation As at 31st March, 2019


Present value of obligation as at the beginning of the period 225 210 Benefits Paid (1) (10)Amounts recognised in Statement of Profit and Loss/IEDC (refer note (d) below)

Interest Cost 18 15 Service Cost 29 25

There is no major impact of foreign currency fluctuations on the profit / capital work-in-progress of the Company as these are either adjusted to the carrying cost of respective fixed asset/Capital Work-in-Progress or recovered through tariff as per CERC Tariff Regulation 2014-19 (to the extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAs being operationalized. 47 40 Amounts recognised in other comprehensive income/IEDC (refer note (e) below)

Actuarial (gain) / loss arising from change in financial assumptions 2 (5)Actuarial (gain) / loss arising from experience adjustments 0 (10)

2 (15)

Present value of obligation as at the end of the period 273 225

c) Net liability recognised in balance sheet As at 31st March, 2019


Present value of obligation as at the end of the period 273 225 Fair value of plan assets - - Net liability recognised in balance sheet 273 225 Current 116 65 Non-current 157 160

The Company makes contributions to defined contribution plans (Provident fund, Employee State Insurance, etc.) forqualifying employees. Under the scheme, the Company is required to contribute a specified percentage of the payroll costs tofund the benefits. The total expenditure recognised in profit and loss during the year is INR 46 (Previous year INR 44).

Gratuity - In accordance with The Payment of Gratuity, 1972, the Company provides for gratuity under defined retirementbenefit plan covering eligible employees. Employees who are in continuous service for a period of 5 years are eligible forgratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per monthcomputed proportionately for 15 days salary multiplied for the number of years of service without any maximum limit forGratuity payment. The gratuity plan is an unfunded plan.

100% of IALM (2006 - 08)

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d) Amounts recognised in Statement of Profit and Loss For the year ended 31st March, 2019


Interest Cost 18 15 Service Cost 29 25 Total amount recognised in the Statement of Profit and Loss 47 40

e) Amounts recognised in Other Comprehensive Income For the year ended 31st March, 2019


Actuarial (gain) / loss arising from change in financial assumptions 2 (5) Actuarial (gain) / loss arising from experience adjustments 0 (10) Total amount recognised in Other Comprehensive Income 2 (15)

f) Sensitivity analysis of defined benefit plan As at 31st March, 2019


i) Impact of the change in discount ratePresent Value of Obligation at the end of the period 273 225 Impact due to increase of 0.50 % (7) (5) Impact due to decrease of 0.50 % 7 6

ii) Impact of the change in salary increasesPresent Value of Obligation at the end of the period 273 225 Impact due to increase of 0.50 % 7 6 Impact due to decrease of 0.50 % (7) (5)

Sensitivities due to mortality and withdrawals are not material hence impact of change not calculated.

g) Defined benefit liability and employer contributions As at 31st March, 2019


Weighted average duration (based on discounted cash flows) 10.35 years 10.52 years1 year 116 65 2 to 5 years 48 78 More than 5 years 109 82 Total 273 225

iii) Risk exposure

Sensitivities as to rate of inflation, rate of increase in pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable.

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is exposed to various risks as follows:-a) Salary increases: Actual salary increases will increase the Plan’s liability. Increase in salary increase rate assumption in future valuations will also increase the liability.

d) Withdrawals: Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact plan’s liability.

b) Discount rate: Reduction in discount rate in subsequent valuations can increase the plan's liability.c) Mortality & disability: Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities

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18 Other Non Current Liabilities



Advance rent on security deposits received 1 1 Total 1 1

19 Financial Liabilities - Current

19.1 Trade Payables



32 -

5,533 3,030

Total 5,565 3,030




Current maturities of secured long-term debt* (refer note 16.1) 1,15,564 1,11,311 Interest accrued on borrowings 27,659 36,407 Security deposit payable towards rent 5 6 Capital creditors 14,043 12,103 Employee payables

To related parties (refer note 37(c)(v)) 39 33 Others 53 63

Retention money 3,310 3,789 Other payables to related parties (refer note 37(c)(i))** 216 1,339 Total 1,60,889 1,65,051

** Payable to State Government of Sikkim for share of 12% free power. Refer note 45

20 Provisions- Current



Employee benefit provisions (refer note 25 and 31A)Provision for gratuity 116 65 Provision for compensated absences 98 59

Other provisionsProvision for contractor claims* 35,501 35,501

Total 35,715 35,625

*Represents provision against claims made by contractors in lieu of idling charges due to stoppage of work, value engineering claims, cost relating to extension of time and interest against late payments created on the basis of management assessment towards probable outflow. Refer note 38B.1.

* Details in respect of loans availed, rate of interest, terms of repayment and particulars of security are disclosed in note 16.1.

(i) total outstanding dues of micro enterprises and small enterprises (Refer to Note No. 42) (ii) total outstanding dues of creditors other than micro enterprises and small enterprises

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a) Provision for Gratuity As per last Balance Sheet 65 15 Additions during the year 52 60 Amount used during the year (1) (10) Closing Balance 116 65

b) Provision for Compensated absencesAs per last Balance Sheet 59 17 Additions during the year 56 58 Amount used during the year (17) (16) Closing Balance 98 59

c) Provision for contractor claimsAs per last Balance Sheet 35,501 - Additions during the year - 35,501 Amount used during the year - - Closing Balance 35,501 35,501

Total 35,715 35,625

21 Other Current Liabilities



Statutory Liabilities 474 522 Advance rent on security deposits received 1 1 Total 475 523

22 Current Tax Liabilities (net)



Income TaxAs per last Balance Sheet - - Additions during the year - - Amount adjusted during the year - - Closing Balance - - Less: Advance tax and tax deducted at source 390 358 Net Current Tax Liabilities (Net) (390) (358)Less: Classified under Non Current Tax Assets (net) (refer note 8) 390 358 Total - -

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23 Revenue from operations


March, 2019


March, 2018Revenue from contracts with customers

Sale of power 1,61,352 1,30,582 1,61,352 1,30,582

Refer note 45 for information on implementation agreement with Government of Sikkim.

(A) Impact of application of Ind AS 115 Revenue from Contracts with Customers

(B) Other disclosures under Ind AS 115

(ii) Disaggregation of revenue recognised in Statement of Profit and Loss

Particulars For the year ended 31st

March, 2019


March, 2018 Sale of power 1,61,352 1,30,582 Revenue from contracts with customers 1,61,352 1,30,582


March, 2019


March, 2018 Contracted price 1,61,962 1,30,752 Less: Rebates (refer note (a) below) (610) (170)Revenue recognized in Statement of Profit and Loss 1,61,352 1,30,582

(a) The Company pays rebate to its customers for early payment. The said rebate is in the nature of variable consideration and hence requires an adjustment to revenue.

This note explains the impact on adoption of Ind AS 115 Revenue from Contracts with Customers on the financialstatements of the Company. Effective 1st April, 2018, the Company has applied Ind AS 115 which replaces Ind AS 18Revenue and Ind AS 11 Construction Contracts. The Company has applied Ind AS 115 retrospectively only tocontracts that are not completed as at the date of initial application (i.e. 1st April, 2018), with the cumulative effectrecognised as an adjustment to the balance of Retained Earnings as at the date of initial application. The Company’saccounting policies for its revenue streams are disclosed in Note 2.12. The application of Ind AS 115 does not have anysignificant impact on the financial position and/or financial performance of the Company.

(i) The description of Company's contracts with customers and its performance obligations under those contracts is contained in Note 2.12

The entity determines transaction price based on expected value method considering its past experiences for rebates or significant reversals in the amount of revenue. Reconciliation of revenue recognized vis-a-vis revenue recognized Statement of Profit and Loss is as follows-

There was no impact on balance sheet, equity, statement of profit and loss and earnings per share for the year ended March 31, 2019

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24 Other Income


March, 2019


March, 2018Interest income on financial assets at amortised cost:

Deposits with banks 225 1,556 Security deposits 7 6

Other non-operating incomeInterest on income tax refund - 14 Provisions written back 242 24 Gain on forex fluctuations (net) 3 - Miscellaneous income 0 -

477 1,600 Less: Transferred to Incidental expenditure incurred during construction period pending allocation (IEDC) (note 31) (1) (15)

Total 476 1,585

25 Employee Benefits Expenses


March, 2019


March, 2018Salaries, wages and bonus 1,541 1,462 Compensated absences 32 27 Contribution to provident funds & other funds 46 44 Gratuity expenses 47 40 Staff welfare expenses 84 100 Total 1,750 1,673

26 Finance Costs


March, 2019


March, 2018Interest expense:

on borrowings 1,16,881 1,33,833 on delayed payment of statutory dues 8 10

Other borrowing costs and bank charges 206 1,080 Unwinding of interest on retention money 27 13

1,17,122 1,34,936Less: Transferred to Incidental expenditure incurred during construction period pending allocation (IEDC) (note 31) (440) (1,348)

Total 1,16,682 1,33,588 27 Depreciation and Amortisation Expenses


March, 2019


March, 2018Depreciation of property, plant and equipment (note 3.1) 66,902 64,250 Amortisation of intangible assets (note 4.1) 54 54 Total 66,956 64,304

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28 Other Expenses


March, 2019


March, 2018Operation and maintenance 13,577 11,393 Design, Engineering, Project Management and Consultancy charges 850 4,167 Power Transmission and Selling expenses 10,858 12,232 Legal, professional and consultancy charges 472 338 Insurance (net of recoveries) 1,809 2,169 Travelling and conveyance 141 184 Rent (net) (refer note 39(b)) 473 477 Vehicle running and maintenance 80 87 Repairs and maintenance -Buildings 39 48 -Plant and machinery 2,797 3,890 -Others 3 3 Electricity and water expenses 221 125 Project development expenses 84 75 Security charges 199 162 Rates and taxes 27 15 Communication expenses 68 81 Payments to auditors # 36 36 Donations - 16 Advertisement expenses 1 1 Printing and stationery 9 11 Directors' sitting fee (refer note 37(B)) 9 9 Provision / Loss on sale of property, plant and equipment (net) 10 0 Loss on forex fluctuations (net) - 8 Miscellaneous expenses 27 26

31,790 35,553 Less: Transferred to Incidental expenditure incurred during construction period pending allocation (IEDC) (note 31) (850) (4,178)

Total 30,940 31,375

# Payment to auditors (including taxes) For the year ended 31st

March, 2019


March, 2018Payment to auditors comprise: As Auditor

- Statutory audit fees 18 18 - Tax audit fees 4 4

In Other Capacity- Taxation matters (GST audit) 2 2 - Other matters (certification fees) 11 12

Reimbursement of expenses 1 0 Total 36 36

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29 Tax Expense

29.1 Current tax For the year ended 31st

March, 2019


March, 2018Current tax on profits for the year - - Adjustments of current tax for prior periods - - Total current tax expense - -

29.2 Deferred taxDecrease (increase) in deferred tax assets (22,834) (19,721) (Decrease) increase in deferred tax liabilities 63 (5,426)

Net deferred tax (benefit) (22,771) (25,147)

Total carried forward to Statement of Profit & Loss (22,771) (25,147) (i) Reconciliation of tax expense and the accounting profit multiplied by India's tax rate:


March, 2019


March, 2018Accounting Profit before income taxes (54,500) (98,773) Applicable tax rate (%) 26.00% 25.75%Computed tax expense (14,170) (25,434) Tax effect of amounts which are not deductible/ (taxable) in calculating taxable income:

Items not deductible under income tax laws 4 7Expenditure / income not eligible for capitalisation under tax laws - 4 Items not taxable under income tax laws (63)

Difference in tax rate used to calculate deferred tax on temporary differences (8,544) 283 Others 2 (7) Tax (benefit)/ expense as recognised in Statement of Profit and Loss (22,771) (25,147)

ii) Amounts recognised directly in equityAggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited/(credited) to equity:Current Tax Nil NilDeferred tax Nil NilTotal Nil Nil

iii) Tax lossesUnused tax losses for which no deferred tax asset has been recognised Nil NilPotential tax benefit Nil Nil

30 Movement in Regulatory Deferral Account Balances

There is no major impact of foreign currency fluctuations on the profit / capital work-in-progress of the Company as these are either adjusted to the carrying cost of respective fixed asset/Capital Work-in-Progress or recovered through tariff as per CERC Tariff Regulation 2014-19 (to the extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAs being operationalized.For the year ended 31st

March, 2019


March, 2018a) Other expenses (242) - d) Other income - - b) Amount of extended warranty of Project 1,097 3,871 Less: Amortised during the year (432) (390) Total 423 3,481Amount recognized in:--Statement of Profit and Loss 423 3,481-Other Comprehensive Income - - Total 423 3,481

This note provides an analysis of the Company’s income tax expense, shows how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to the Company’s tax positions.

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31 Incidental expenditure incurred during construction period pending allocation (IEDC)

ParticularsAs at

31st March, 2017

Incurred during the period

Capitalised during the period

As at31st March, 2018

Incurred / (reversed) during the period



A. Employee benefits expensesSalaries and wages 44 - (32) 12 - (3) 9 Gratuity and contribution to provident fund, ESIC 3 - (2) 1 - (0) 1 Staff welfare expenses 2 - (1) 1 - (0) 1 Total (A) 49 - (35) 14 - (3) 11 B. Depreciation and other expensesRent 20 - (15) 5 - (2) 3 Repairs and maintenance -Buildings 2 - (1) 1 - (0) 1 -Others 3 - (2) 1 - (0) 1 Insurance 48 - (33) 15 - (4) 11 Rates and taxes 0 - (0) (0) - (0) (0) Advertisement expenses 0 - (0) 0 - 0 0 Communication expenses 3 - (2) 1 - (0) 1 Printing and stationery 0 - (0) 0 - (0) 0 Travelling and conveyance 15 - (11) 4 - (1) 3 Death relief scheme 0 - (0) 0 - (0) 0 Training and development expenses 1 - (0) 1 - (0) 1 Project development expenses 186 11 (131) 66 (17) (24) 25 Consultancy and professional charges 14 - (10) 4 - (1) 3 Design, Engineering, Project Management and Consultancy charges

286 4,167 (3,742) 711 850 (1,282) 279

Security charges 5 - (3) 2 - (0) 2 Depreciation 44 - (31) 13 - (4) 9 Loss on forex fluctuations (net) 1 - 0 1 - - 1 Miscellaneous expenses 1 - (1) (0) - (0) (0)

Total (B) 629 4,178 (3,982) 825 833 (1,318) 340

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ParticularsAs at

31st March, 2017




Incurred / (reversed) during the period



C. Finance costsInterest on borrowings and others 2,965 1,328 (2,886) 1,407 421 (733) 1,095 Other borrowing cost and bank charges 33 10 (41) 2 11 (7) 6 Unwinding of interest on retention money 92 10 (68) 34 8 (10) 32

Total (C) 3,090 1,348 (2,995) 1,443 440 (750) 1,133

Total (A + B + C) 3,768 5,526 (7,012) 2,282 1,273 (2,071) 1,484

D. Current tax 1 - (1) (0) - (0) (0) Total (D) 1 - (1) (0) - (0) (0)

E. Income Income from generation of electricity - precommissioning - - - - - - Interest income 17 15 (21) 11 1 (4) 8 Dividend income from mutual funds 0 - (0) 0 - (0) 0 Other income 3 - (2) 1 - (0) 1 Total (E) 20 15 (23) 12 1 (4) 9

Total (A+B+C+D-E) 3,749 5,511 (6,990) 2,270 1,272 (2,067) 1,475

Disclosed in:-a) Capital work-in-progress (refer note 3.2) 3,749 5,511 (6,990) 2,270 1,272 (2,067) 1,475

3,749 5,511 (6,990) 2,270 1,272 (2,067) 1,475

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32 Significant accounting judgements, estimates and assumptionsEstimates and assumptionsIn order to enhance understanding of the financial statements, information about significant areas of estimation, uncertainty andcritical judgements in applying accounting policies that may have the most significant effect on the amounts recognised in thefinancial statements are included in the following notes:

Useful life of Property, Plant and Equipment and Intangible assetsThe estimated useful life of property, plant and equipment and intangible assets is based on a number of factors including theeffects of obsolescence, demand, competition and other economic factors (such as the stability of the industry and knowntechnological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from theasset. Useful life of the tangible/ intangible assets used for generation of power and all other assets acquired post COD isdetermined by the Central Electricity Regulatory Commission (CERC) Tariff Regulations as mentioned in part B of Schedule IIof the Companies Act, 2013 except for assets acquired prior to COD like building, roads, bridges, certain equipments, officeequipment, furniture and fixtures, vehicles and computer software etc. which are in accordance with Schedule II of theCompanies Act, 2013. Further, the useful life of mobile phones, laptops and computer peripherals is taken as 3 years on thebasis of technical assessment.

Recoverable amount of property, plant and equipment, capital work in progress, intangible assets and intangible assetsunder development The recoverable amount of property, plant and equipment, capital work in progress, intangible assets and intangible assets underdevelopment is based on estimates and assumptions, in particular the expected market outlook and future cash flows associatedwith the power project. There is no indication of impairment of assets as at each reporting date. Any changes in theseassumptions may have an impact on the measurement of the recoverable amount resulting in impairment.

TaxesDeferred tax assets are recognised for unabsorbed tax losses, unabsorbed depreciation and all deductible temporary differences,to the extent that it is probable that future taxable profit will be available against which they can be utilised. Managementjudgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing andthe level of future taxable profits together with future tax planning strategies.

The Company has carried forward tax losses of INR 45,568 (Previous year: INR 45,567) and unabsorbed depreciation of INR81,865 (Previous year: INR 56,038). The Company has reviewed such tax losses, unabsorbed depreciation and deductibletemporary differences and determined that it is probable that sufficient future taxable profits will be available against whichsuch tax losses, unabsorbed depreciation and deductible temporary differences can be utilised. Thus, the Company hasrecognized a corresponding deferred tax asset on the same.

Any changes in these assumptions may have an impact on the measurement of the deferred taxes in future.

Post-retirement benefit plans (gratuity benefits)Employee benefit obligations are measured on the basis of actuarial assumptions which include mortality and withdrawal ratesas well as assumptions concerning future developments in discount rates, the rate of salary increase, the inflation rate andexpected rate of return on plan assets. The Company considers that the assumptions used to measure its obligations areappropriate and documented. However, any changes in these assumptions may have an impact on the resulting calculations.

Provisions and contingencies The assessments undertaken in recognising provisions and contingencies have been made in accordance with Ind AS 37,‘Provisions, Contingent Liabilities and Contingent Assets’. The evaluation of the likelihood of the contingent events has beenmade on the basis of best judgement by management regarding probable outflow of economic resources. Such estimation canchange due to unforeseeable developments.

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Impairment of Trade and other receivables/advancesThe Company does not envisage impairment in the value of trade and other receivables/advances, except to the extent alreadyprovided for.

Investment in Joint VentureInvestment has been carried at costs and as per assessment by the Company, there is no indication of impairment on suchinvestments. Any changes in assumption may have a material impact on the measurement of the recoverable amount.

Recoverable Amount of Rate Regulated AssetsThe operating activities of the Company are subject to cost-of-service regulations whereby tariff charged for electricitygenerated is based on allowable costs like interest costs, depreciation, operation & maintenance including a stipulated return.Guidance Note on Rate Regulated Activities issued by the ICAI (previous GAAP) and Ind AS 114- ‘Regulatory DeferralAccounts’ permits an entity to include in the rate base, as part of the cost of self-constructed (tangible) fixed assets or internallygenerated intangible assets, amounts that would otherwise be recognised as an expense in the Statement of Profit and Loss inaccordance with Ind AS. The Company estimates that items of regulatory deferral accounts recognised in the financialstatements are recoverable as per the CERC Tariff regulations. However, changes in CERC tariff regulations beyond the currenttariff period may affect the recoverability of such balances.

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33 Fair value measurement

Financial instruments by categoryParticulars NoteFinancial assets measured at amortised costFinancial assets - non-currentSecurity deposits 6.1 59 111

6.1 - 209 Total Financial assets - non-current 59 320

Financial assets - currentTrade receivables 11.1 324 506 Cash and cash equivalents 11.2 121 2,403 Bank balances other than cash and cash equivalents 11.3 26 15,233 Loans to employees 11.4 2 2 Contractually reimbursable expenses 11.5 43 7 Security deposits 11.5 62 8 Total Financial assets - current 578 18,159

Total financial assets 637 18,479

Financial liabilities measured at amortised costFinancial liabilities - non-currentLong term borrowings 16.1 8,83,006 9,06,094 Retention money 16.2 263 80 Security deposit payable towards rent 16.2 7 8 Total Financial liabilities - non-current 8,83,276 9,06,182

Financial liabilities - currentTrade payable 19.1 5,565 3,030 Other financial liabilitiesCurrent maturities of long-term debt 19.2 1,15,564 1,11,311 Interest accrued on borrowings 19.2 27,659 36,407 Security deposit payable towards rent 19.2 5 6 Capital creditors 19.2 14,043 12,103 Employee payables 19.2 92 96 Retention money 19.2 3,310 3,789 Other payables to related parties 19.2 216 1,339 Total Financial liabilities - current 1,66,454 1,68,081

Total financial liabilities 10,49,730 10,74,263

(i) Fair value hierarchy


As any financial asset or liability does not fall under the category of either fair value through profit and loss (FVPL) or othercomprehensive income (FVOCI), therefore the Company has not made such classification. During the year, Company has notmade any transfer within the levels of fair value hierarchy.

This section explains the judgements and estimates made in determining the fair value of financial instruments that are:-(a) recognised and measured at fair value (b) measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified itsfinancial instruments into the following three levels prescribed under Ind AS 113 "Fair Value Measurements".

Deposits with banks with more than 12 months maturity

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Financial assets and liabilities measured at amortised cost, for which fair value are disclosed

NoteLevel 1 Level 2 Level 3 Level 1 Level 2 Level 3

Financial assetsSecurity deposits 6.1 59 - - 114 Deposits with banks withmore than 12 monthsmaturity

6.1

- - 209 -

Financial liabilitiesLong term borrowings including current maturities

16.1, 19.2- 9,98,570 - - 10,17,405 -

Retention money 16.2 265 81 Security deposit payable towards rent

16.27 8

(ii) Fair value of financial assets and liabilities measured at amortised cost

Note Carrying value

Fair value Carrying value

Fair value

Financial assets - non currentSecurity deposits 6.1 59 59 111 114

6.1 - - 209 209 Total financial assets 59 59 320 323

Financial liabilities - non currentLong term borrowings (including current maturities) 16.1, 19.2 9,98,570 9,98,570 10,17,405 10,17,405 Retention money 16.2 263 265 80 81 Security deposit payable towards rent 16.2 7 7 8 8 Total financial liabilities 9,98,840 9,98,842 10,17,493 10,17,494


The carrying amounts of cash and cash equivalents, other bank balances, loans to employees, interest accrued on term depositwith banks, short term security deposits, contractually reimbursable expenses, short term borrowings, interest accrued onborrowings, retention money, trade payables, capital creditors, employee payables, short term security deposits and otherpayables are considered to be the same as fair values, due to their short term nature.

The fair value for security deposits (paid/received) and retention money was calculated based on cash flow discounted usingweighted average rate of Company's outstanding borrowings as at the reporting date. They are classified as level 3 fair value inthe fair value hierarchy due to the inclusion of unobservable inputs.

The carrying value and fair value of borrowings and deposits with banks with more than 12 months maturity has beenconsidered the same amount since the interest rate approximates its fair value.



Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instrumentsand traded bonds that have quoted price. The fair value of all equity instruments including bonds which are traded in therecognised Stock Exchange and money markets are valued using the closing prices as at the reporting date.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniqueswhich maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significantinputs required to fair value an instrument are observable, the instrument is included in level 2. This includes long termborrowings (including current maturities) and deposits with banks with more than 12 months maturity

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.This includes security deposits (received/paid) and retention money.

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(iii) Valuation techniques and process used to determine fair values

34 Financial risk management

Measurement

Aging analysisCredit ratings

Cash flow managementSensitivity analysis

Sensitivity analysis

(A) Credit risk

Credit risk management

Market risk - foreign currency risk Recognised financial liabilitiesnot denominated in INR.

Foreign exchange rate variation is recovered through tariff as per CERC Regulation (to the extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAs being operationalized.

The Company's management identifies, evaluates and manages financial risk in close co-operation with the Company'soperating units. The management covers specific areas, such as foreign exchange risk, interest rate risk, credit risk andinvestment of excess liquidity.

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading toa financial loss. The Company is exposed to credit risk from its operating and financing activities, including trade receivables,deposits with banks, security deposits etc. Management monitors the credit risk on an ongoing basis. Credit evaluations areperformed on all customers requiring credit over a certain amount.

(i) Financial instruments and cash depositsThe Company considers factors such as track record, size of the bank, market reputation and service standards to select thebanks with which balances and deposits are maintained. Generally, the balances are maintained with the banks with which theCompany has also availed borrowings. The Company invests surplus cash in short term deposits with scheduled banks.

Liquidity risk Borrowings and other liabilities

Availability of committed credit lines and borrowing facilities

Market risk - interest rate risk Long term borrowings at variable rates

1. Diversification of fixed rate and floating rates2. Refinancing3. Actual Interest is recovered through tariff as per CERC Regulation (to the extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAs being operationalized.

Credit risk Cash and cash equivalents, Trade receivables, financial assets measured at amortised cost

Diversification of bank deposits, credit limits

a) The Company values financial assets or financial liabilities using the best and most relevant data available. Specific valuationtechniques like discounted cash flow analysis is used to determine fair value of financial instruments.b) The discount rate used to fair value financial instruments classified at Level -3 is based on the weighted average rate ofCompany's outstanding borrowings as at reporting date.c) As per Ind AS 109, financial liabilities (borrowings) that are subsequently measured at amortised cost are recognised initiallyat fair value minus transaction costs which are recognized over the period of the borrowings.

This note explains the sources of risk which the entity is exposed to and how the Company manages those risks.Risk Exposure arising from Management

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(B) Liquidity risk

(i) Financing arrangementsThe Company had access to the following undrawn borrowing facilities at the end of the reporting period:

ParticularsAs at 31st

March, 2019


Floating rateLong term borrowings 6,127 75,284 Total 6,127 75,284

(ii) Maturities of financial liabilitiesThe amounts disclosed in the table below are the contractual undiscounted cash flows. Balances due within 1 year is equal totheir carrying balances as the impact of discounting is not significant.

(ii) Trade receivablesThe Company extends credit to customers in normal course of business. The Company monitors the payment track record of thecustomers. Outstanding customer receivables are regularly monitored. The Company does not envisage either impairment in thevalue of receivables from customers or loss due to time value of money due to delay in realization of trade receivables. TheCompany assesses outstanding trade receivables on an ongoing basis considering changes in operating results and paymentbehaviour and provides for expected credit loss on case-to-case basis. As at the reporting date, Company does not envisage anydefault risk on account of non-realisation of trade receivables since it is primarily receivable from shareholder i.e. PTC IndiaLtd and amount has been subsequently realised. Accordingly, the Company has not applied the practical expedient ofcalculation of expected credit losses on trade receivables using a provision matrix.

(iii) Employee loansThe Company has given interest free loans to its employees which have been measured at amortised cost at Balance Sheet date.The recovery of the loan is on fixed installment basis from the monthly salary of the employees. The loans are unsecured andmanagement has assessed the past data and does not envisage any probability of default on these loans.

(iv) Other assetsWith respect to certain contractually reimbursable expenses and other advances, the Company has assessed that the counterparty has been unable to make payments for outstanding amounts as the amounts are disputed. Consequently the managementbelieves it is prudent to provide for the specific allowance. The Company has made an allowance of INR 479 (Previous year:INR 479) for such outstanding amounts (refer note 11.5 and 12).

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

Liquidity risk managementPrudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of fundingthrough an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Dueto the dynamic nature of the underlying business, the Company maintains flexibility in funding by maintaining availabilityunder committed credit lines.

Management monitors the Company's liquidity position (comprising the undrawn borrowing facilities below) and cash and cashequivalents on the basis of expected cash flows. In addition, the management projects the cash flows and considering the levelof liquid assets necessary to meet these, monitors the balance sheet liquidity ratios against internal and external regulatoryrequirements and maintaining debt financing plans.

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Note no. Within 1 year

Between 1 and 2 years


More than 5 years

Total

16.1,19.2 1,15,788 92,630 2,94,625 4,97,465 10,00,508 16.2,19.2 3,310 320 - - 3,630

16.2 5 - 9 - 14 19.1 5,565 - - - 5,565 19.2 27,659 - - - 27,659 19.2 14,043 - - - 14,043 19.2 92 - - - 92 19.2 216 - - - 216




More than 5 years

Total

16.1,19.2 1,11,545 92,628 2,89,044 5,26,322 10,19,539 16.2,19.2 3,789 98 - - 3,887

16.2 6 - 10 - 16 19.1 3,030 - - - 3,030 19.2 36,407 - - - 36,407 19.2 12,103 - - - 12,103 19.2 96 - - - 96 19.2 1,339 - - - 1,339

(C) Market risk

Security deposit payable towards rentTrade payablesInterest accrued on borrowingsCapital creditorsEmployee payablesOther payables to related parties

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such asequity price risk and commodity risk. Financial instruments affected by market risk include borrowings. Foreign currency risk The Company operates in a regulated environment. Tariff of the company is fixed by the Central Electricity RegulatoryCommission (CERC) through Annual Fixed Charges (AFC) comprising the following five components:1. Return on Equity (RoE), 2. Depreciation, 3. Interest on Loans, 4. Operation & Maintenance Expenses and 5. Interest onWorking Capital Loans. In addition to the above, Foreign Currency Exchange variations and Taxes are also recoverable fromBeneficiaries in terms of the Tariff Regulations. Hence variation in interest rate and currency exchange rate variations arerecoverable from tariff and do not impact the profitability of the Company (to the extent of long term supply of power i.e. 88%of total capacity) and subject to PPA/PSAs being operationalized.

Retention money

Contractual maturities of financial liabilities as at 31st March, 2019BorrowingsRetention moneySecurity deposit payable towards rentTrade payablesInterest accrued on borrowingsCapital creditorsEmployee payablesOther payables to related parties

Contractual maturities of financial liabilities as at 31st March, 2018Borrowings

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Market risk management

(i) Interest rate risk

(a) Interest rate risk exposureThe Company's exposure to interest rate risk at the end of the reporting period is as follows

Note no. As at 31st March,

2019


Floating rate borrowings 16.1,19.2 9,98,570 10,17,405

(b) Sensitivity

For the year ended

March 31, 2019

For the year ended March

31, 2018

Interest rates - increase by 50 basis points* 5,136 5,288Interest rates - decrease by 50 basis points* -5,136 -5,288

* Holding all other variables constant

(ii) Foreign currency risk

(a) Foreign Currency Risk Exposure:The Company's exposure to foreign currency risk at the end of the reporting period expressed in INR are as follows :

Particulars (Euro in Lakhs)

Amount(INR)

(Euro in Lakhs)

Amount(INR)

Retention money* 13 1015 27 2187

*For Conversion at year end Value per Euro considered= INR 77.7024 (Previous year: INR 80.6222)

However there is no major impact on profit or loss for increase and decrease in interest rates, as the same is recoverable frombeneficiaries through tariff (to the extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAsbeing operationalized.

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in acurrency that is not the functional currency (INR). The risk is measured through a forecast of highly probable foreign currencycash flows. The Company is compensated for variability in foreign currency exchange rate through recovery by way of tariffadjustments under the CERC Tariff Regulations (to the extent of long term supply of power i.e. 88% of total capacity) andsubject to PPA/PSAs being operationalized.


Impact on loss before tax

The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employmentbenefit obligation provisions and on the non-financial assets and liabilities. The sensitivity of the relevant item of the Statementof Profit and Loss is the effect of the assumed changes in the respective market risks. The Company’s activities expose it to avariety of financial risks, including the effects of changes in interest rates.

The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long term debtobligations with floating interest rates. Further the Company refinances these debts as and when favourable terms are available.The Company is also compensated for variability in floating rate through recovery by way of tariff adjustments under CERCtariff regulations (to the extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAs beingoperationalized.

Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of change in interest rates. With all othervariables held constant, the following table demonstrates the impact of borrowing cost on floating rate portion of loans andborrowings.

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(b) Sensitivity

35 Capital management

(a) Risk management

Particulars Note no. As at 31st March,

2019


Total debt (a) 16.1, 19.2 9,98,570 10,17,405

Paid up Share Capital 14 3,20,539 3,20,539 Less: : share capital for investment in joint venture 5 (26,833) (26,833) Net paid up Share Capital (b) 2,93,706 2,93,706

Debt : Equity Ratio (a/b) 3.40 3.46 (77:23) (78:22)

(b) Loan Covenants:Under the terms of the major borrowing facilities, the Company is required to comply with the following financial covenants:-1. Debt: Equity Ratio should not be more than 79 : 212. The Shareholding of GoS should never fall below 51%.3. The Debt to be rated by an external rating agency.During the current and previous year, the Company has complied with the above loan covenants.

The primary objective of the Company’s capital management is to maximize the shareholder value. CERC Tariff Regulationsprescribe Debt : Equity ratio of 70:30 (or higher ratio permissible) for the purpose of fixation of tariff (presently Company'sratio is 79:21). Accordingly, the Company manages its capital structure to maintain the normative capital structure prescribedby the CERC. The Company's objective is to maintain the above debt to equity ratio. The Company monitors its capital using Debt : Equity ratio, which is total debt divided by net paid up share capital (includingshare application money, if any). The Debt : Equity ratio are as follows:

Note: For the purpose of the Company’s capital management, capital includes issued and subscribed capital (including shareapplication money, if any). Total debt represents total borrowings.

There is no major impact of foreign currency fluctuations on the profit / capital work-in-progress of the Company as these areeither adjusted to the carrying cost of respective fixed asset/Capital Work-in-Progress or recovered through tariff as per CERCTariff Regulation 2014-19 (to the extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAsbeing operationalized.

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36 Segment information

37 Related party transactions

A. Names of related parties and description of relationship

Relationship Name of PartyUltimate Holding Entity Energy & Power Department, Government of Sikkim

Holding Company Sikkim Power Investment Corporation Ltd.

State Government of Sikkim

Joint Venture CompanyName of

CompanyPrincipal place of

operation

Principal activities

31st March, 2019

31st March, 2018

Teestavalley Power Transmission Limited (TPTL)

India Transmission of power

71.77%* 74.00%

Entities exercising significant influence Asian Genco Pte. Ltd, Singapore

Key Management Personnel (KMP)Mr. Shiv Kumar Aggarwal – Managing DirectorMr. Mulakala Surya Prakasa Rao – Executive DirectorMr. Himanshu Vishnoi- Chief Financial OfficerMr. Poonam Chand Jain- Company Secretary

Corporation Ltd. / Government of Sikkim Mr. Shiv Kumar Aggarwal – Managing DirectorMr. N.T. Bhutia (up to 31st July, 2018)Mr. K.B. Kunwar (w.e.f. 23rd August, 2018)

Nominee of Asian Genco Pte. Ltd. Mr. Amitava Sengupta (upto 23rd October, 2018)Mr. Dhanpal JhaveriMr. C.L. Thakur (w.e.f. 9th November, 2018)Mr. Mulakala Surya Prakasa Rao – Executive Director

Independent directors Ms. Arti KantMr. Lalit Kumar JoshiMr. Sanjiv Garg

Limited Mr. V.K. Singh

Nominee of PTC India Ltd. Mr. Ajit Kumar (w.e.f. 20th December, 2017)

The Company is involved in only one business, which is the generation of power. Therefore the Company has only oneoperating segment. Further, the Company is having a single geographical segment as its power plant is located within India.

Majorly, revenue amounting to INR 161,352 (Previous year: INR 130,582) pertains to sale of power through PTC India Ltd.

Entity having Control over Ultimate Holding Entity and Holding Company

Proportion of Ownership interest as at

Mr. Arvind Kumar- Executive Chairman

Mr. Arvind Kumar- Executive ChairmanNominee of Sikkim Power Investment

* As per the Shareholder's Agreement (SHA) of TPTL, the Company has right to hold 74.00% ownership interest in TPTL.However, due to allotment of shares to PGCIL against the right issue dated 1st June, 2018, the ownership interest in TPTLgot diluted to 71.77% as on reporting date.

Nominee of Athena Projects Private Limited

Nominee of Rural Electrification Corporation

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B. Summary of Transactions with the above related parties is as follows:


March, 2019


March, 2018Reimbursement of expenses / ReceivablesTeestavalley Power Transmission Limited 51 56

Managerial remunerationShort-term employee benefits 558 558 Post-employment benefits 12 12 Long-term employee benefits 4 2 Total Managerial Remuneration 574 572

Mr. Mulakala Surya Prakasa Rao 214 214 Mr. Shiv Kumar Aggarwal 203 203 Mr. Himanshu Vishnoi 114 112 Mr. Poonam Chand Jain 43 43 Total Managerial Remuneration 574 572

Other Transactions with KMPsSitting Fees to nominee/independent directors 9 9

C. Year end balances

ParticularsAs at

31st March, 2019

As at 31st March,

2018(i) Other Payable

State Government of Sikkim 216 1,339

(ii) Contractually Reimbursable Expenses / ReceivableTeestavalley Power Transmission Limited 31 6

(iii) Security Deposits RefundableTeestavalley Power Transmission Limited 7 8

(iv) Investment in Equity in Joint Venture Teestavalley Power Transmission Limited 26,833 26,833

(v) Managerial remuneration payableMr. Mulakala Surya Prakasa Rao 23 16 Mr. Himanshu Vishnoi 14 14 Mr. Poonam Chand Jain 2 3

D. Terms and conditions of transactions with related partiesThe transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions.Outstanding balances at the year-end are unsecured and settlement occurs on actual basis. The Company has not recorded anyimpairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial yearthrough examining the financial position of the related party and the market in which the related party operates.

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38 Contingent liabilities (to the extent not provided for)A. Bank Guarantees issued by Bank on behalf of the Company:

B. Claims against the Company not Acknowledged as Debt in respect of-

B.3 Others:Claims of INR 24,294 (Previous Year INR 24,294) of erstwhile contractors of Teesta Valley Power Transmission Limited(TPTL), the Joint venture (JV) of the Company on account of dispute w.r.t. termination of the contract during 2014-15 andencashment of the Bank Guarantees (BG) amounting to INR 3,830 (Previous year INR 3,830) by TPTL. Thereafter, mattergone under dispute and erstwhile contractor has raised the above mentioned claims on TPTL on account of loss due toencashment of BG and termination of contract. Further TPTL has also raised the counter claim of INR 30,519 (Previous YearINR 30,519) on erstwhile contractors on account of non-completion of contract within the given time, shortage of materialand risk and cost involved in the contracts given to the new contractors.

The matter is under the arbitration but claims and counter claims have not yet been filed before the Arbitrator as in terms ofclause no. 9 of Share Purchase Agreement (SPA) dated 6th August, 2015 between GoS and other shareholders of theCompany, all the shareholders of the Company have agreed to settle all the pending issues which TPTL has with its erstwhileContractor therefore TPTL and its erstwhile Contractor mutually decided to keep the arbitration proceedings in abeyance.

B.2 Claims by Erstwhile Owner’s engineer:The Company received a claim of INR 44,754 (Previous year: INR 44,754) from Energy Infratech Private Limited (EIPL)the erstwhile Design Engineering consultant due to non extension of the service contract. The Company also made a counterclaim of INR 14,076 (Previous year: INR 14,076). These claims are being contested by the company as being not admissiblein terms of provisions of respective contracts and matter is pending with Arbitration Tribunal. Company estimated INR44,754 as the amount of contingent liability as outflow of resources embodying economic benefits is not probable or areliable estimate of the amount required for settling the obligation cannot be made at this stage.

a. Bank Guarantee for INR Nil (Previous year: INR 1,080) issued by Dena Bank in favour of PTC India Ltd valid up to 15thSeptember, 2018 in relation to sale of power as per Power Purchase Agreement (PPA). Subsequently original BG has beenreturned by PTC and cancelled.b. Bank Guarantee for INR Nil (Previous year: INR 41) and INR Nil (Previous year: INR 772) issued by Dena Bank infavour of The President of India, Acting through The Assistant/Deputy Commissioner of Customs, valid up to 28thDecember, 2018 and 30th October, 2018, respectively in relation of import of equipment for the Project and further notextended.

c. Letter of Credit issued by Punjab National Bank in favour of Power System Operation Corporation Limited for INR 22 (Previous year: INR 22) valid up to 5th June, 2019 and further not extended.

d. Letter of Credit issued by Punjab National Bank in favour of Power System Operation Corporation Limited for INR Nil (Previous year: INR 2) valid up to 21st September, 2018 and further not extended.

B.1 Capital Works: The total unsettled claims of Civil Consortium (NEC-SEW-AIPL) and E&M Consortium (AndritzHydro Pvt. Ltd) due to idling of resources for work stoppage period, additional claims, value engineering, denial to siteaccess, extension of time and interest on delayed payments etc. amounts to INR 102,868 (Previous year - INR 102,868). TheOwner Engineer’s (OE) has verified all of the above claims and recommended INR 35,870 against the same. The OEverified and recommended claims needs to be reviewed by Lender’s Engineer (LE)/Lenders Financial Advisor (LFA) as perconditions of REC sanction for 3rd Cost Overrun. These verified claims are currently with Project Management Consultant(SJVNL) for additional verification / certification as requested by the lenders. The Company has booked a provision of INR35,870 as at 31st March, 2018 based on probability of outflow of resources embodying economic benefits and estimated INR66,998 as the amount of contingent liability i.e amounts for which company may be held contingently liable. In respect ofsuch estimated contingent claims either outflow of resources embodying economic benefits is not probable or a reliableestimate of the amount required for settling the obligation cannot be made. Further, the total outstanding provision of INR35,501 as at 31st March, 2019 (Previous year: INR 35,501) is made , after netting off the payment of INR 369 which hasalready been made to the contractors, subject to final settlement with contractors as approved by the Board.

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Further, the Company has constituted a committee for settlement of dispute and review of the claims. The said Committeehas submitted its report which was reviewed by a Committee constituted by GoS. The said committee has given its report andrecommended conditional payment of the claims of the TPTL erstwhile contractors to the extent of INR 10,980 out of thenet savings in the 3rd cost overrun project cost and rejected the balance claims made by them provided TPTL decide to paythe full cost of the equipment’s and take possession of the same or pay part cost of the equipment’s in consultation with theContractor to retain the possession of the equipment’s otherwise the admissible claim will be INR 10,138 (Previous year INR10,138). Moreover Committee has recommended that the said settlement of payment would only be made after erstwhilecontractor (M/s DCIL-AIPL) of TPTL gives an undertaking that this is full and final settlement of their claims and theysurrender their right of any judicial review or arbitration with the Company /TPTL/GoS in future.

The said recommendations of the Committee as approved by the GoS were presented before the Board of the Company. TheBoard taking note of the said Committee report and opined the said recommendations of the Committee be submitted toTPTL for its views / comments and to the appraisal agencies, i.e. Owner’s Engineer (M/s. WAPCOS Ltd.) and the Lender’sEngineer, for their vetting. TPTL has the same stand as earlier on this matter and informed that matter will be dealt as per theprovisions of the contract between the parties at its end.

Now the matter is under review with the various entities/authorities/agencies as mentioned above and final action w.r.t.approval or rejection will be taken by the board after receiving their views / comments / recommmendations and acceptanceof settlement of all the pending dispute by both the parties with fulfillment of all the terms and conditions provided as per therecommendation of the committee report. The said amount is being considered as contingent liability as outflow of resourcesembodying economic benefits is not probable or a reliable estimate of the amount required for settling the obligation cannotbe made at this stage.

B.4 Disputed tax demand: Disputed Income Tax matters including TDS demand on TRACES, pending before variousappellate authorities amount to INR 336 (Previous year - INR 381). The amount is being disclosed as contingent liability asoutflow of resources embodying economic benefits is not probable or a reliable estimate of the amount required for settlingthe obligation cannot be made at this stage.

B.5. Contingent liability under BOCW Cess for Construction works of Teesta Stage-III Hydro-Electric project, for which theCompany is not responsible for liability under BOCW Cess and as per terms of the General Conditions of the Contract(GCC), “Contractors Consortium” led by M/s Navayuga Engineering Company Ltd is principally liable to pay, as"Contractor shall be responsible for payment of all taxes/duties/levies etc. and the contract price are deemed to be inclusiveof all such taxes/duties/levies etc.". The said taxes and duties includes Cess under BOCW Cess Act.

The Company has issued several reminders to contractors w.r.t. compliances under BOCW Cess Act. including payment ofdue amount, however same have not been complied with. Subsequently Company has informed to contractors for deductionof the BOCW Cess amount of approximately INR 4,474 up to 31st March 2019 (Previous year: INR 4,422) from thecontractors bills. However, contractors have obtained the stay from the Honorable District Court of East Sikkim, Gangtok forrecovery of the same and further Honorable Court order was passed stating that all disputes between the Company andContractor shall be settled through Arbitration as per the provision of Article 38 of General Condition of Contract. Now thematter is pending under Arbitration. Management has assessed and disclosed the same as contingent liability as outflow ofresources embodying economic benefits is not probable or a reliable estimate of the amount required for settling theobligation cannot be made at this stage.

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C. Contingent assetsContingent Assets are summarized below:-

Counter claims lodged by the Company on other entities:-

39 Commitmentsa) Capital commitments

b) Other Commitments:i) Operating lease obligations


March, 2019


March, 2018 532 542

Less: Lease payments received under operating sub-leases (59) (65) 473 477

B.7. It is not practicable to ascertain and disclose the certainties and uncertainties relating to outflow in respect of the abovementioned contingent liabilities. B.8. The management does not expect that the above claims/obligations (including under litigation), when ultimatelyconcluded and determined, will have a material and adverse effect on the Company’s result of operations or financialposition.

The Company has lodged counter claims aggregating INR 14,076 (Previous year: INR 14,076) against claims of otherentities. These claims have been lodged on the basis of contractual provisions and are being contested at arbitrationtribunal/other forums.

Estimated amount of contracts remaining to be executed on capital account and not provided for on Property, plant and equipment - INR 1,612 (Previous year: INR 3,460) (net of advance - INR 144 (Previous year: INR 144))

The Company has entered into leasing arrangements in respect of operating leases for land and premises. These leasingarrangements for premises are cancellable between 11 months and 5 years generally, and are usually renewable by mutualconsent on mutually agreed terms. Further, the Company has sub-let additional space in the premises which has beenadjusted against the lease payments as follows:

Lease payments under operating leases

Net Lease payments (Refer note (i) below)(i) Aggregate lease payments made under operating leases during the year recognised in profit and loss is INR 473 (Previousyear: INR 477)

B.6. PGCIL has filed the Petition for determination of transmission tariff from Commercial Operation for Teesta III –Kishanganj Line (Lilo – I) at Rangpo and associated bays at Rangpo sub-station under Sikkim Generation Projects- Part B inEastern Region. It is stated that PGCIL completed the works under its scope in March 2016, so as to match it withcommissioning of Teesta –III HEP generation and TPTL transmission line and inter-alia prayed for consideration of revisedapportioned cost of INR 13,400 for determination of final tariff. On 5th September, 2018, Hon’ble CERC passed the Order inaforesaid Petition No. 123/TT/2017 and imposed the IDC and IEDC for the period 11th March, 2016 to 25th November,2016 on TPTL and the Company in the ratio of 1:1. Accordingly, PGCIL raised a claim for bilateral arrears amounting toINR 575 on the Company dated 1st November, 2018. While passing the Order dated 5th September, 2018 by CERC, inaddition to INR 575 claim raised by PGCIL vide invoice dated 1st November, 2018 transmission charges of INR 275(between 26th November 2016 upto 16th January 2017) has also been levied on the Company on 1st November, 2018. Beingaggrieved by the said order of the CERC, the Company has filed an appeal before Appellate Tribunal for Electricity(‘APTEL’) on 30th October, 2018, as in view of the management, Company neither signed or executed any agreement withPGCIL nor given any confirmation in this regard, and accordingly the Company is not supposed to be a party to this case.Further, management has assessed and is confident for the positive outcome in favour of the Company based on the facts ofthe case. Hence, the Company has disclosed the same as contingent liability as outflow of resources embodying economicbenefits is not probable or a reliable estimate of the amount required for settling the obligation cannot be made at this stage.

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ParticularsAs at

31st March, 2019

As at31st March,

2018Within one year 279 282 Later than one year, but not later than five years 302 580 Later than five years - - Total 581 862

40 Earnings per shareFor the year ended 31st

March, 2019


March, 2018Loss for the year- Before movements in Regulatory Deferral Account Balances (31,729) (73,626) -After movements in Regulatory Deferral Account Balances (31,306) (70,145)

Weighted average number of equity shares 3,20,53,87,800 3,20,53,87,800

(a) Basic earnings / (loss) per share- Before movements in Regulatory Deferral Account Balances (0.99) (2.30) -After movements in Regulatory Deferral Account Balances (0.98) (2.19)

(b) Diluted earnings / (loss) per share*- Before movements in Regulatory Deferral Account Balances (0.99) (2.30) -After movements in Regulatory Deferral Account Balances (0.98) (2.19)

*There are no dilutive potential equity shares

41 Remuneration paid to the Directors:

ii) Estimated amount of other service and operational contracts including operation and maintenance remaining to beexecuted for the subsequent period after 31st March, 2019 is INR 57,539 [Including GST] (Previous year: INR 62,454).

Estimated amount of other commitments related to sales/procurements of goods and services made in the normal course ofthe business of the Company are not disclosed to avoid excessive details.

The Company filed application/s to the Central Government (CG) / Ministry of Corporate Affairs (MCA) in the month ofMarch, 2016 for waiver of excess remuneration paid to Mr. S. K. Aggarwal, Managing Director (MD) amounting to INR 236for the period from 1st April, 2014 to 5th August, 2015 and Mr. MSP Rao, Executive Director (ED) amounting to INR 420for the period from 1st April, 2013 to 5th August, 2015 out of which approval from MCA for payment of remuneration ofINR 187 to Executive Director for Financial Year 2013-14 was received. For balance excess remuneration, MCA has rejectedboth the applications vide its letters dated 7th September, 2017 on the ground that the Company has failed to recover theexcess remuneration paid during the financial years 2011-12 and 2012-13, over and above the approval of Ministry. Thereafter, the matter was placed before the Nomination and Remuneration Committee and Board for further directions onthe matter from time to time. In between, the provision of section 197 has been amended by the Companies (Amendment)Act, 2017 and as per amended provision, power to waive excess remuneration is being given to the shareholders of theCompany in place of approval of CG. Accordingly, as per the directions of the Board of Directors, the Company obtained NoObjection Certificates (NOCs) from all the lenders for payment of remuneration for the Financial Years 2011-12 and 2012-13 and the matter was placed before the Shareholders of the Company in the Extraordinary General Meeting (EGM) held on17th June 2019. In the said EGM, the Shareholders have approved the waiver of recovery of excess remuneration paid to Mr.S. K. Aggarwal, Managing Director, and Mr. MSP Rao, Executive Director, for the Financial Years 2011-12, 2012-13 andfor the period from 1st April, 2014 to 5th August, 2015 in terms of MCA Letter dated 7th September, 2017 in accordancewith Section 197 of the Companies Act, 2013, as amended by the Companies (Amendment) Act, 2017. Accordingly, the remuneration paid to Mr. S. K. Aggarwal, Managing Director, and Mr. MSP Rao, Executive Director,stands regularized in compliance of the provisions of Section 197 of Companies Act, 2013, as amended by the Companies(Amendment) Act, 2017.

Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows:

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42 The details relating to micro, small and medium enterprises are as follows:-



32 - - -

- -

- -

- -

- -

43

44 Balances of various parties are subject to reconciliation and their confirmation.

45

Based on information available with the Company, there are few suppliers/service providers who are registered as micro,small or medium enterprise under The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006).Information in repect of micro and small enterprises as required by MSMED Act, 2006 is given as under:

(a) the principal amount and the interest due thereon remaining unpaid to any supplier at the end of each accounting year.

(b) the amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006), along with the amount of the payment made to the supplier beyond the appointed day during each accounting year.

(c) the amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006.

(d) the amount of interest accrued and remaining unpaid at the end of each accounting year.

(e) the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprises, for the purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.

As per letter no. TUL/HR/0005/19-20/0002/894 dated 28th June, 2019 received from Energy and Power Department,Government of Sikkim, the Company is continuing the services of existing employees / professionals till 30th June, 2020.

As per the implementation agreement with the GOS, 12% of the generated power is to be given as free power to GOS for thefirst 15 (fifteen) years and thereafter 15% upto 35 (thirty five) years. The Company has the right of sale for only 88% (85%after 15 years) of the generated power and against which CERC tariff will be obtained on the total project cost and the sameshall be appropriately recovered. Further, the Company has entered into Power Purchase Agreement (PPA) with PTC on 28thJuly, 2006 with the mandate to PTC to tie up the sale of at least 70% of the power on long term basis and balance capacity onmerchant basis. In turn PTC has entered into back to back Power Sale Agreements (PSAs) with four State beneficiaries (UttarPradesh, Rajasthan, Punjab and Haryana) for long term supply of 70% of the power. Pending final approval of tariff for theperiod 2014-19 by CERC, Interim tariff has been granted by CERC which works out to INR 4.68 (in Rupees) per Unit basedon Annual Fixed Cost (AFC) for the year from 1st April, 2018 to 31st March, 2019 for sale of power by the Company duringthe FY 2018-2019. Two State beneficiaries (Uttar Pradesh and Rajasthan) have operationalized their PSA’s on 7th March,2018 and 13th February, 2019 and started scheduling the contracted power from the 12th May, 2018 and 23rd February,2019 respectively after operationalization of Long Term Access. Further, during the year, the generated power has been soldunder the Indian Energy Exchange (IEX), under PSAs with Uttar Pradesh and Rajasthan and under short term bilateraltransactions. Revenue from sale of power is recognized as per the interim tariff decided by the CERC for the long-term PSAswhich have been operationalized by the State beneficiaries (Uttar Pradesh and Rajasthan) and for balance power, based onthe rates at which power is actually sold under the IEX and short term bilateral transactions as the long-term PSAs with othertwo State beneficiaries (Punjab and Haryana) could not get operationalized and they have not scheduled the power during theyear. The management is making efforts for operationalizing the PSAs with other two State beneficiaries. The Company hasrecognised its net revenue share of 88% of total power sale as 12% free power is pertaining to GoS. (Refer note 19.2 and37C).

- Principal amount due to micro and small enterprises- Interest due on above

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46 Assets hypothecated as securityThe carrying amounts of assets hypothecated as security for borrowings are:Particulars Note As at As at

31st March, 2019

31st March, 2018

CurrentFinancial assetsFirst charge

Trade receivables 11.1 324 506 Cash and cash equivalents 11.2 121 2,403 Bank balances other than cash and cash equivalents 11.3 26 15,233 Loans 11.4 2 2 Others 11.5 105 15

Non-financial assetsInventories 10 254 13 Other current assets 12 1,866 2,937

Total current assets hypothecated as security 2,698 21,109

Non-currentNon-financial assetsFirst charge

Property, plant and equipment 3.1 11,85,338 12,43,052 Capital work-in-progress 3.2 3,698 6,169 Intangible assets 4.1 1,751 1,801 Non Current Tax Assets 8 390 358 Other non-current assets 9 4,578 4,724

Financial assetsSecurity deposits 6.1 59 111 Deposits with banks with more than 12 months maturity 6.1 - 209

Total non-currents assets hypothecated as security 11,95,814 12,56,424

Total assets hypothecated as security 11,98,512 12,77,533

47 Regulatory deferral accounts

The above rate regulation does result into creation of right (asset) or an obligation (liability) as envisaged in the accountingframework which is not the case in other industries. Guidance Note on Accounting for Rate Regulated Activities (previousGAAP) issued by the ICAI is applicable to entities that provide goods or services whose prices are subject to cost-of-serviceregulations and the tariff determined by the regulator is binding on the customers (beneficiaries). As per guidance note, aregulatory asset is recognised when it is probable (a reasonable assurance) that the future economic benefits associated with itwill flow to the entity as a result of the actual or expected actions of the regulator under applicable regulatory framework andthe amount can be measured reliably.

The Company is principally engaged in the business of generation of hydro power. The price (tariff) to be charged by theCompany for electricity sold is determined by Central Electricity Regulatory Commission (CERC) under applicable CERC(terms & conditions of tariff) Regulations. The said price (tariff) is based on allowable costs like interest costs, depreciation,operation & maintenance and Return on Equity. This form of rate regulation is known as cost-of-service regulations. Thebasic objective of such regulations is to give the entity the opportunity to recover its costs of providing the goods or servicesplus a fair return. For the purpose, the Company made an application to CERC based on capital expenditure incurred duly certified by theAuditors or already admitted by CERC or projected to be incurred upto the date of commercial operation and additionalcapital expenditure duly certified by the Auditor or projected to be incurred during tariff year. The tariff determined byCERC is recovered from the customers (beneficiaries) on whom the same is binding.

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Regulatory asset created / (reversed) in relation to: As at 31st March, 2018

During the year ended 31st

March, 2019


1,159 - 1,159 Finance costs & other charges 143 - 143 Other expenses 8,196 (242) 7,954 Other income (36) - (36)Re-measurement of Defined Benefit Plan 2 - 2 Amount of extended warranty of Project 3,871 1,097 4,968 Total 13,335 855 14,190 Less: Amortised during the year (418) (432) (850)Net Regulatory asset 12,917 423 13,340

Regulatory asset created in relation to: As at 31st March, 2017

During the year ended 31st

March, 2018


1,159 - 1,159 Finance costs & other charges 143 - 143 Other expenses 8,287 (91) 8,196 Re-measurement of Defined Benefit Plan 2 - 2 Amount of extended warranty of Project - 3,871 3,871 Total 9,555 3,780 13,335 Less: Amortised during the year (28) (390) (418)Net Regulatory asset 9,527 3,390 12,917

Employee benefits expense (excluding Re-measurement of Defined Benefit Plan)


As explained above, all operating activities of the Company (except merchant power sale) are subject to cost-of-serviceregulations as it meets the criteria set out in the guidance note and is hence applicable to the Company. The guidance note also provides that in some cases, a regulator permits an entity to include in the rate base, as part of the costof self-constructed (tangible) fixed assets or internally generated intangible assets, amounts that would otherwise berecognised as expense in the Statement of Profit and Loss in accordance with Accounting Standards.

With effect from 1st April, 2016, such rate regulated items were accounted for as per Ind AS 114 ‘Regulatory DeferralAccounts.’ Ind AS 114 allows an entity to continue to apply previous GAAP accounting policies for the recognition,measurement, impairment and derecognition of regulatory deferral account balances. For this purpose, Guidance Note of theICAI on ‘Accounting for Rate Regulated Activities’ shall be considered to be the Previous GAAP.

a) Regulatory Deferral Account balances in respect of Power projectThe Company had analysed the nature of expenses debited to the Profit and Loss Account and where it was a reasonableassurance that the expenses is directly or indirectly incurred for creation of the project only and it will be allowed whiledetermining the tariff by CERC, the Company had created regulatory deferral account asset (net) amounting to INR 3,780during the previous year. Further, during the current year the Company has created additional regulatory deferral accountasset (net) amounting to INR 855 (Refer note 13 and 30 for further details).

After Commercial Operation Date (COD) of the power project, the Regulatory Deferral Accounts in respect of the powerproject have been amortized over the life of the Project, i.e. 35 years.Certain risks and uncertainties might affect the future recovery of the Regulatory Deferral Debit balances. These are:

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48


For Bansal Sinha & Co For P V A R & Associates

'For and on behalf of the Board of Directors

(Chartered Accountants) (Chartered Accountants)

FRN : 006184N FRN : 005223C

Sd/- Sd/- Sd/- Sd/-(Hari Ubriani) (Pradeep Kumar

Gupta)S.K.Aggarwal MSP Rao

Partner Partner Managing Director Executive DirectorM. No. : 084437 M. No. : 072933 DIN : 02628774 DIN : 00482071

Sd/- Sd/-Himanshu Vishnoi

P C Jain

Chief Financial Officer

Company Secretary

M No : A5875


Previous year's figures have been regrouped / reclassified wherever necessary to conform to the current year's classification. Such regroupings / reclassifications had no material effect on the Statement of Profit & Loss, Balance Sheet, Statement of Cash Flows and Statement of Changes in Equity.

a) Demand Risk: Recovery of the Regulatory Deferral Account Balances shall be by way of depreciation through tariff.Accordingly, the same is affected by the normal risks and uncertainties impacting power generation income on non-operationalization of Power Purchase Agreement (PPAs)/ Power Sale Agreements (PSAs).

b) Regulatory Risk: 1) Tariff Regulations 2014-19 allows consequential costs leading to cost escalation impacting Contract prices, Interest duringConstruction (IDC) and Incidental Expenditure during Construction (IEDC) in force-majeure situations. Any changes intariff regulations beyond the current period regarding admissibility of costs in force-majeure situations may affect thecreation and recovery of these regulatory deferral balances.

2) Tariff regulations further provide that if the delay is not attributable to the generating Company but is due touncontrollable factors, IEDC may be allowed after due prudence check. Any disallowance of expenditure after prudencecheck can affect the recoverability of the regulatory deferral account balances being created.

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Form AOC- 1 (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

Part A Subsidiaries (Information in respect of each subsidiary to be presented with amounts in Rs.)

1. Sl. No. - 1 2. Name of the subsidiary - Teestavalley Power Transmission Limited 3. The date since when subsidiary was acquired- 30th July, 2008 4. Reporting period for the subsidiary concerned, if different from the holding company's reporting period.- NA 5. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.-NA 6. Share capital - 3,73,88,91,800/- 7. Reserves and surplus - (15,79,72,724/-) 8. Total assets - 17,13,76,81,142/- 9. Total Liabilities - 13,55,67,61,885/- 10. Investments - NIL 11. Turnover - 81,84,60,768/- 12. Profit before taxation Including Deferred Tax - (2,99,88,358/-) 13. Provision for taxation - (51,08,650/-) 14. Profit after taxation - (2,48,79,708/-) 15. Proposed Dividend - NA 16. Extent of shareholding (in percentage) - 71.77% Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations 2. Names of subsidiaries which have been liquidated or sold during the year.

Part B Associates and Joint Ventures Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates or Joint Ventures Name

Name-1 Name-2 Name-3

1. Latest Audited Balance Sheet Date NIL

2. Date on which the Associate or Joint Venture was associated or acquired 3. Shares of Associate or Joint Ventures held by the company on the year end No. Amount of Investment in Associates or Joint Venture Extent of Holding (in percentage) 4. Description of how there is significant influence

5. Reason why the associate/Joint venture is not consolidated

6. Net worth attributable to shareholding as per latest audited Balance Sheet

7. Profit or Loss for the year i. Considered in consolidation ii. Not Considered in consolidation 1. Names of associates or joint ventures which are yet to commence operations. 2. Names of associates or joint ventures which have been liquidated or sold during the year. Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.

For and on behalf of the Board of Directors Sd/- Sd/- Sd/- Sd/- S.K. Aggarwal MSP Rao Himanshu Vishnoi P C Jain Managing Director Executive Director Chief Financial Officer Company Secretary DIN: 02628774 DIN: 00482071 M No: A5875 Place: New Delhi Date: 28/08/2019

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Bansal Sinha & Co. P V A R & Associates Chartered Accountants Chartered Accountants 18/19, Old Rajinder Nagar, WZ, 248, Plot No. 7, New Delhi-110060 2nd Floor, Inderpuri, New Delhi-110012

INDEPENDENT AUDITORS’ REPORT

To The Members of Teesta Urja Limited

Report on the Audit of Consolidated Ind AS Financial Statements Opinion We have audited the accompanying consolidated Ind AS financial statements of TEESTA URJA LIMITED (hereinafter referred to as “the Company”) and its jointly controlled entity (Teestavalley Power Transmission Limited) (hereinafter referred to as “the Joint Venture Company”), ( The Company together with its Joint Venture Company is hereinafter referred to as the “Group”), which comprise the Consolidated Balance Sheet as at 31st March, 2019, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash flows for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”) which are consolidated using equity method (refer Note No. 1 (II) (E)- Basis of Consolidation). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated Ind AS financial statements give the information required by the Companies Act., 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standard prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the consolidated state of affairs (financial position) of the group as at 31st March, 2019, consolidated Loss (consolidated financial performance including other comprehensive income), consolidated changes in the equity and consolidated cash flows for the year ended on that date. Basis for Opinion We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the consolidated Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements. Emphasis of Matter We draw attention to the following matter in the notes to the consolidated Ind AS financial statements:

(a) Refer note No. 39 (B) & (C) to the consolidated Ind AS financial statements, (claims against the Group not acknowledged as debt and others), regarding the uncertainty related to the outcome of the claims/arbitration proceedings and lawsuit filed by/against the Group on/

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by contractors and others and recommendation of committees. The proceedings are under process in arbitration/courts etc. and the Group is pursuing the matter/filing appeal before higher authority wherever the Group lost the case in lower authority.

(b) Refer note No. 45 to the consolidated Ind AS financial statements regarding the various balances which are subject to reconciliation/ confirmation and respective consequential adjustments.

(c) Refer note No. 46 to the consolidated Ind AS financial statements regarding accounting of sale of power by the company to Uttar Pradesh and Rajasthan State DISCOMs under PSAs and transmission of power by the joint venture company to power grid, on CERC provisionally approved tariff and is subject to subsequent adjustment upon approval of final tariff by CERC, which is yet to be determined.

Our opinion is not modified in respect of above matters. Other Matters We did not audit the financial statements of Joint Venture Company, whose IND AS financial Statements reflects total assets of Rs. 1,71,377 Lacs as at 31st March, 2019, total revenues of Rs. 8185 Lacs and total loss including other comprehensive income of Rs. 254 Lacs for the year ended on that date to the extent to which they are reflected in the consolidated Ind AS financial statements. These Ind AS financial statements have been audited by other auditor, whose report have been furnished to us by the Management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of Joint Venture Company, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid Joint Venture Company is based solely on the report of the other auditor. Our opinion on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matter with respect to our reliance on the work done and the report of the other auditor. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were most significance in our audit of the consolidated Ind AS Financial Statements of the current period, these matters were addressed in the context of our audit of the consolidated Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to be communicated in our report. Information Other than the Consolidated Financial Statements and Auditor’s Report Thereon The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the consolidated Ind AS financial statements, standalone Ind AS financial statements and our auditor’s report thereon. The other information as identified above is expected to be made available to us after the date of this Auditor’s Report.

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Our opinion on the Ind AS consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. In view of the above, we have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Ind AS Financial Statements The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated Ind AS financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with accounting principles generally accepted in India, including Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Company, as aforesaid

In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group. Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statement Our objectives are to obtain reasonable assurance about whether the Consolidated Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

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expected to influence the economic decisions of users taken on the basis of these Consolidated Ind AS financial statements. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Consolidated Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company and its joint venture company, which is a company incorporated in India, has internal financial controls with reference to Financial Statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated Ind AS financial

statements, including the disclosures, and whether the consolidated Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within Group to express an opinion on the consolidated financial statements. Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements.

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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate Ind AS financial statements and the other financial information of the Joint Venture Company, as noted in the ‘Other Matters’ paragraph, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements;

(b) In our opinion, proper books of accounts required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books;

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including other Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements;

(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder;

(e) In terms of Notification No. G.S.R. 463(E) dated 05th June 2015 issued by the Ministry of Corporate Affairs, the provisions of Section 164 (2) of the Act regarding disqualification of directors, are not applicable to the Group;

(f) With respect to the adequacy of the internal financial controls over financial reporting and the

operating effectiveness of such controls, refer to our separate Report in “Annexure-A” which is based on the auditors’ reports of the company and its joint venture company incorporated in India;

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(g) In terms of Notification No. G.S.R. 463(E) dated 05th June 2015 issued by the Ministry of Corporate Affairs, the provisions of Section 197 of the Act regarding managerial remuneration to its directors for the year ended 31st March, 2019, are not applicable to the Group

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 read with Companies (Audit & Auditors) Amendment Rules 2017, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors on separate Ind AS financial statements as also the other financial information of Joint Venture Company, as noted in the ‘Other Matters’ paragraph:

i. The consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position of the Group (Refer Note No. 39 (B) & (C) to the consolidated financial statements);

ii. There are no long-term contracts including derivative contracts existing as on the date of balance sheet for which provision is required to be made under the applicable law or Indian accounting standards for any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and its Joint Venture Company during the year ended on 31st March 2019.

For Bansal Sinha & Co. For P V A R & Associates Chartered Accountants Chartered Accountants FRN:-006184N FRN:- 005223C Sd/- Sd/- (Hari Ubriani) (Pradeep Kumar Gupta) Partner Partner M. No.:- 084437 M.No.:- 072933

UDIN : 19084437AAAAAI3406 UDIN:19072933AAAABN3194 New Delhi New Delhi Date:-28-08-2019 Date: 28-08-2019

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“Annexure-A” to the Independent Auditors’ Report on the Consolidated Ind AS Financial Statements as referred to in paragraph 1(f) under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date:- Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”).

In conjunction with our audit of the consolidated Ind AS financial statements of the Group as of and for the year ended March 31, 2019, We have audited the internal financial controls over financial reporting of Teesta Urja Limited (hereinafter referred to as “the Company”) and its jointly controlled entity (Teestavalley Power Transmission Limited) (hereinafter referred to as “the Joint Venture Company”), which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The Respective Board of Directors of the Company and its joint venture company, which are companies incorporated in India are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective company’s considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company and its Joint Venture Company, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

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Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial control over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditor in terms of their report referred to in the Other Matters paragraph below is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company and its Joint Venture Company, which are companies incorporated in India.

Meaning Of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal 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.

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Opinion

In our opinion, except for the possible effects of certain areas as reported in other matters here below on the achievement of the objectives of the control criteria and to which we draw attention, the Company and its joint venture company, which are companies incorporated in India have, 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, 2019, based on the internal control over financial reporting criteria established by the Company and its joint venture company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

a) The internal financial control needs to be further strengthened with regard to delay in submission of Internal Audit Report, procurements and GST Compliances.

b) Our aforesaid reports under Section 143 (3) (i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to the joint venture company, which is incorporated in India, is based on the corresponding reports of the auditor of such company incorporated in India.

We have considered the above reported matters in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2019 consolidated financial statements of the Group, and these matters do not affect our opinion on the consolidated financial statements of the Group. For Bansal Sinha & Co. For P V A R & Associates Chartered Accountants Chartered Accountants FRN:- 006184N FRN:- 005223C Sd/- Sd/- (Hari Ubriani) (Pradeep Kumar Gupta) Partner Partner M. No.:- 084437 M. No.:- 072933 New Delhi New Delhi Date:- 28-08-2019 Date: 28-08-2019

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CONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2019

(INR in lakhs)

PARTICULARS Note No.



ASSETS(1) Non-current assetsa) Property, Plant and Equipment 3.1 11,85,338 12,43,052 b) Capital Work In Progress 3.2 3,698 6,169 c) Intangible Assets 4.1 1,751 1,801 d) Investment in Joint Venture 5 25,700 25,852 e) Financial assets 6

i) Deposits 6.1 59 320 f) Deferred Tax Assets (net) 7 51,263 28,491 g) Non Current Tax Assets (net) 8 390 358 h) Other Non Current Assets 9 4,578 4,724 Sub Total 12,72,777 13,10,767

(2) Current assetsa) Inventories 10 254 13 b) Financial assets 11

i) Trade receivables 11.1 324 506 ii) Cash and Cash Equivalents 11.2 121 2,403 iii) Bank balances other than cash and cash equivalents 11.3 26 15,233 iv) Loans 11.4 2 2 v) Other Financial Assets 11.5 105 15

c) Other Current Assets 12 1,866 2,937 Sub Total 2,698 21,109

Total Assets 12,75,475 13,31,876

(3) Regulatory Deferral Account Debit Balances 13 13,340 12,917

12,88,815 13,44,793

EQUITY AND LIABILITIES(1) EQUITYa) Equity Share Capital 14 3,20,539 3,20,539 b) Other Equity 15 (1,17,958) (86,499) Total Equity 2,02,581 2,34,040

(2) LIABILITIESNON-CURRENT LIABILITIESa) Financial liabilities 16

i) Borrowings 16.1 8,83,006 9,06,094 ii) Other Financial Liabilities 16.2 270 88

b) Provisions 17 313 341 c) Other Non Current Liabilities 18 1 1 Sub Total 8,83,590 9,06,524

TOTAL ASSETS AND REGULATORY DEFERRAL ACCOUNT DEBIT BALANCES

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CONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2019

(INR in lakhs)

PARTICULARS Note No.



(3) CURRENT LIABILITIESa) Financial liabilities 19

i) Trade Payables 19.1

32 -

5,533 3,030

ii) Other Financial Liabilities 19.2 1,60,889 1,65,051 b) Provisions 20 35,715 35,625 c) Other Current Liabilities 21 475 523 d) Current Tax Liabilities (net) 22 - - Sub Total 2,02,644 2,04,229

TOTAL EQUITY & LIABILITIES 12,88,815 13,44,793


Disclosure on Financial Instruments and Risk Management 33-35Other Explanatory Notes to Accounts 32, 36-49Statutory Group Information 50Note 1 to 50 form integral part of the Accounts


For Bansal Sinha & Co For P V A R & Associates For and on behalf of the Board of Directors(Chartered Accountants) (Chartered Accountants)FRN : 006184N FRN : 005223C



M No : A5875


- total outstanding dues of micro enterprises and small enterprises- total outstanding dues of creditors other than micro enterprises and small enterprises

Incidental expenditure incurred during construction period pendingallocation (IEDC)

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CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2019

(INR in lakhs)

PARTICULARSNote no.



Incomei) Revenue from operations 23 1,61,352 1,30,582 ii) Other Income 24 476 1,585 Total Income 1,61,828 1,32,167

Expensesi) Employee Benefits Expense 25 1,750 1,673 ii) Finance Costs 26 1,16,682 1,33,588 iii) Depreciation & Amortisation Expense 27 66,956 64,304 iv) Other Expenses 28 30,940 31,375 Total Expenses 2,16,328 2,30,940

(54,500) (98,773)

50 (148) (483) Loss Before Rate Regulated Activities and Tax (54,648) (99,256)

Tax Expense 29i) Current Tax 29.1 - - ii) Deferred tax 29.2 (22,771) (25,147)

Total Tax Expense (22,771) (25,147)

(31,877) (74,109)

Movement in Regulatory Deferral Account Balances 30 423 3,481

50(3) (2)

Impact of Tax on Regulatory Deferral Accounts - - Movement in Regulatory Deferral Account Balances (Net of Tax) 420 3,479

(31,457) (70,630)

Other comprehensive income

Items that will not be reclassified to profit or lossRemeasurements of defined benefit plans (2) 15

50 (1) 1

Less: Deferred tax on remeasurements of defined benefit plans 1 (4) Other comprehensive income for the year, net of tax (2) 12

Total comprehensive income for the year (31,459) (70,618)

Loss Before share of net profits of investments accounted for using equity method, Rate Regulated Activities and Tax

Share of movement in regulatory deferral account balance of joint venture accounted for using equity method

Share of other comprehensive income of joint venture accounted for using the equity method

Loss for the year before net movements in Regulatory Deferral Account Balances

Loss for the year and net movements in Regulatory Deferral Account Balances

Share of net loss of joint venture accounted for using the equity method

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CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2019

(INR in lakhs)

PARTICULARSNote no.



Earnings per share 41




31Disclosure on Financial Instruments and Risk Management 33-35Other Explanatory Notes to Accounts 32, 36-49Statutory Group Information 50Note 1 to 50 form integral part of the Accounts





M No : A5875


Incidental expenditure incurred during construction period pending allocation (IEDC)


Earning per share before movements in Regulatory DeferralAccount Balances (Equity shares, face value of INR 10 each)

Earning per share after movements in Regulatory Deferral AccountBalances (Equity shares, face value of INR 10 each)

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CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31st MARCH, 2019(INR in lakhs)



A. CASH FLOW FROM OPERATING ACTIVITIES(54,228) (95,777)

Less: Movement in Regulatory Deferral Account Balances (420) (3,479) Loss Before Tax and Rate Regulated Activities (54,648) (99,256) Add:

Finance cost (net of IEDC) 1,16,682 1,33,588 Depreciation and amortisation expenses 66,956 64,304 Amortisation of prepayments for leasehold land 139 139 Amortisation of rent expense 5 7 Loss on sale of property, plant and equipment (net of IEDC) 10 0 Loss on forex fluctuations (net) - 8

148 483 Less:

Provision written back (242) (24) Interest Income (net of IEDC) (231) (1,547) Gain on forex fluctuations (net) (3) -

1,28,816 97,702

Changes in Operating Assets and Liabilities:Adjustments for (increase) / decrease in operating assets:

Security deposits 3 - Inventories (241) (13) Trade receivables 182 1,379 Loans (1) (1) Other financial assets (36) 502 Other current assets 1,070 (326)

Adjustments for increase / (decrease) in operating liabilities:Security deposits received (2) (0) Provisions 60 41 Trade payables 2,776 889 Other financial liabilities (1,128) 1,133 Other current liabilities (48) (263)

Cash from operations before tax 1,31,451 1,01,043 Less: Income tax (paid) / refund received (including interest) (32) (162) Net Cash Flow from Operating Activities 1,31,419 1,00,881

B. CASH FLOW FROM INVESTING ACTIVITIES (4,658) (19,950)

Proceeds from sale of property, plant and equipment (7) 5 Interest received 225 1,624 Proceeds from / (investment in) deposits with banks 15,416 (15,214) Net Cash Flow from / (used in) Investing Activities 10,976 (33,535)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from long-term borrowings (19,030) 12,783 Interest and finance charges (1,25,647) (1,23,165) Net Cash Flow used in Financing Activities (1,44,677) (1,10,382)

Loss before tax for the year including movements in Regulatory Deferral Account Balance

Cash flow from Operating Activities before Operating Assets & Liabilities adjustments

Purchase of property, plant and equipment, capital work-in-progress, intangibleassets, intangible assets under development including incidental expenditureduring construction period pending allocation

Share of Net Loss of Joint Venture (accounted for using the equity method)

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CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31st MARCH, 2019(INR in lakhs)



Net decrease in Cash and Cash Equivalents (2,282) (43,036) Cash and Cash Equivalents at the beginning of the year 2,403 45,439 Cash and Cash Equivalents at the end of the year 121 2,403 The details of Cash & Cash equivalents as per Note 11.2 of the Balance Sheet is as under:

Particulars As at 31st March 2019


(i) Balances with banks in current accounts 118 1,710 (ii) Deposits with maturity of less than three months - 690 (iii) Cash on hand 3 3 Total 121 2,403

Net debt reconciliation As at 31st March 2019


Cash and cash equivalents 121 2,403 Non-current borrowings (including current maturities and interest accrued) (10,26,229) (10,53,812) Net debt (10,26,108) (10,51,409)



Net debt as on 31st March, 2018 2,403 (10,53,812) (10,51,409) Cash flows (2,282) 19,030 16,748 Interest expense - (1,16,899) (1,16,899) Interest paid - 1,25,647 1,25,647 Amortisation of loan processing fees - (195) (195) Net debt as at 31st March, 2019 121 (10,26,229) (10,26,108)



Net debt as on 31st March, 2017 45,439 (10,29,269) (9,83,830) Cash flows (43,036) (12,783) (55,819) Interest expense - (1,34,731) (1,34,731) Interest paid - 1,23,166 1,23,166 Amortisation of loan processing fees - (195) (195) Net debt as at 31st March, 2018 2,403 (10,53,812) (10,51,409) In terms of our report attachedFor Bansal Sinha & Co For P V A R & Associates(Chartered Accountants) (Chartered Accountants)FRN : 006184N FRN : 005223C

(Hari Ubriani) (Pradeep Kumar Gupta) S.K.Aggarwal MSP RaoPartner Partner Managing Director Executive DirectorM. No. : 084437 M. No. : 072933 DIN : 02628774 DIN : 00482071

Himanshu Vishnoi P C JainChief Financial Officer Company Secretary

M No : A5875Place : New DelhiDate : 28/08/2019

Sd/- Sd/-

Sd/- Sd/- Sd/- Sd/-


Changes in their liabilities arising from financing activities

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 31st MARCH, 2019(INR in lakhs)

A. EQUITY SHARE CAPITAL

PARTICULARS Note No. Number AmountBalance at 1st April, 2017 3,20,53,87,800 3,20,539 Issue of paid up equity shares 14 - - Balance at 31st March, 2018 3,20,53,87,800 3,20,539 Issue of paid up equity shares 14 - - Balance at 31st March, 2019 3,20,53,87,800 3,20,539

B. OTHER EQUITY

Particulars Retained earnings Capital reserveBalance at 1st April, 2017 (16,003) 122 Loss for the year (70,630) - Other comprehensive income 12 - Total comprehensive income (70,618) - Balance at 31st March, 2018 (86,621) 122 Loss for the year (31,457) - Other comprehensive income (2) - Total comprehensive income (31,459) - Balance at 31st March, 2019 (1,18,080) 122






M No : A5875


Attributable to equity holders Reserves and surplus


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Teesta Urja Limited (A Government of Sikkim Enterprise) Notes forming part of the Consolidated financial statements NOTE 1: GROUP INFORMATION

(I) REPORTING ENTITY: Teesta Urja Limited (“the Company”) is a Company domiciled in

India and limited by shares. The Company was incorporated on 11th March, 2005. The Company is a Special Purpose Vehicle for implementation of 1200 MW (6 Units of 200 MW each) Hydro Power Project in North Sikkim, Sikkim (‘the project’). The address of Company’s registered office is 2nd Floor, Vijaya Building, 17, Barakhamba Road, Connaught Place, New Delhi-110001. The Company is primarily involved in the generation and sale of bulk power to various Power Utilities.

On 6th August, 2015, the Company has allotted 489,922,971 equity shares of INR 10 each to Sikkim Power Investment Corporation Limited (“SPICL “a wholly owned company of Govt. of Sikkim (“GOS”)) and 312,441,829 number of shares acquired by SPICL from other shareholders of the Company thereby increasing the stake of Govt. of Sikkim/SPICL to 51% and the Company become a Govt. Company in terms of the Sec. 2 (45) of the Companies Act, 2013. Further, on 12th January, 2017 the Company has further allotted 593,907,800 equity shares of INR 10 each to “SPICL” thereby increasing the stake of Govt. of Sikkim/SPICL to 60.08%. REC, the lead lender approved the revised Project Cost of INR 1,396,500 Lakhs and revised COD date as 31st March, 2017, vide letter dated 21st September, 2016. Government of Sikkim (GOS) approved to amend the Implementation Agreement (IA) with amended date of Commercial Operation of 31st March, 2017 and IA between GOS and the Company was executed on 24th February 2017. The Company had achieved its project commissioning and started commercial operations (3 units commissioned for commercial operations on 23rd February, 2017 and balance 3 Units on 28th February, 2017). As per the Implementation Agreement with the GOS, 12% of the generated power is to be given as free power to GOS for the first 15 (fifteen) years and thereafter 15%. TUL has right of sale only 88% (85% after 15 years) of the generated power and against which CERC tariff will be obtained on the total project cost. After commencement of commercial operations, the Company is selling power on the Indian Energy Exchange (IEX), State Discom as per PPA/short term bilateral through PTC India Ltd. During the year, the power stations of Company generated 4,258.39 MUs (Previous year - 4,430.05 MUs) at Generation Terminal including Free Power to GOS 499.53MUs (Previous year - 519.29 MUs) and sold 3662.18 MUs (Previous year - 3,808.09 MUs) after auxiliary consumption and POC (Point of Connection) losses of 96.68 MUs (Previous year -102.67 MUs).

The tariff petition with Central Electricity Regulatory Commission (CERC) has been filed for determination of tariff and the interim tariff of Rs. 4.68 (Rupees Four and Sixty Eight Paisa) per Unit from 23rd February 2017 to 27th February 2017, Rs 4.69 (Rupees Four and Sixty Nine Paisa) per Unit from 28th February 2017 to 31st March 2017, Rs 4.77 (Rupees Four and Seventy Seven Paisa) per Unit from 01st April 2017 to 31st March 2018 and Rs 4.68 (Rupees Four and Sixty Eight Paisa) per Unit from 01st April 2018 to 31st March 2019 has been granted by CERC, for Teesta III Hydro electric Power Project (1200 MW) vide its interim tariff order dated 23rd May, 2017. Further, the final tariff is yet to be determined by CERC. Implementation of 400 Kv double circuit transmission line of 215 Kms and 400 Kv bays along with two line reactors are carried out by the Company’s Joint Venture, Teestavalley Power Transmission Limited (“TPTL”), in which the Company holds 71.77% and the balance 28.23% is held by Power Grid Corporation of India Limited (PGCIL).

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Teesta Urja Limited (A Government of Sikkim Enterprise) Notes forming part of the Consolidated financial statements

The shareholders agreement was entered between the Company and Power Grid Corporation Limited (‘PGCIL’) for implementation of the project. As per the Agreement the Company and PGCIL hold 74% and 26% of the equity of the TPTL respectively (TUL & PGCIL Currently holds 71.77% and 28.23% of the equity of the TPTL respectively). Shareholders of the Company has executed a Share Purchase Agreement (SPA) dated 06th August, 2015 vide which Government of Sikkim (GOS)/Sikkim Power Investment Corporation Ltd (SPICL) had increased its shareholding in the Company up to 51% (Government of Sikkim (GOS)/Sikkim Power Investment Corporation Ltd (SPICL) currently holds 60.08% in the Company) and the Company became GoS enterprise, by virtue of which TPTL also became GoS enterprise. TPTL is carrying out erection activities of the transmission lines. The commercial operations have been commenced from Teesta III to Rangpo section (Circuit #2) and Dikchu Teesta III (Circuit #1(a)) from 17th January 2017 and 14th April 2017 respectively. Subsequently, the Commercial Operation for Circuit #1(b) from Dikchu to Rangpo has commenced from 2nd July 2018. Further, Commercial Operation of Circuit # 2(a) and Circuit # 1(c) has been commenced from 6th January, 2019 and 13th February, 2019 respectively. Entire COD of transmission line project has been achieved with effect from 13th February, 2019. TPTL had received approval from its lenders with respect to the extension of the Commercial Operations Date from 31st March, 2012 to 31st March, 2018 for the remaining part of the Transmission line. Further, the Company has informed to lenders that COD of the balance transmission line has been achieved with effect from 13th February, 2019.

Teesta Urja Limited together with TPTL is hereinafter referred to as the “Group”. The Group’s consolidated financial statements have been approved for issue by the Company’s Board of Directors on 28/08/2019.

(II) Basis of preparation

(A) Statement of Compliance

These consolidated financial statements are prepared on accrual basis of accounting in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 (the Act), [Companies (Indian Accounting Standard) Rules, 2015] and subsequent amendments thereto, other applicable provisions of the Act (to the extent notified and applicable), applicable provisions of the Companies Act, 1956, and the provisions of the Electricity Act, 2003 to the extent applicable. (B) Basis of Measurement

The consolidated financial statements have been prepared on accrual basis of accounting under the historical cost convention except for following financial assets and financial liabilities which are measured at fair value:

- Certain financial assets and liabilities measured at fair value

- Employee defined benefit plans measured at fair value

The methods used to measure fair values are discussed in Note no. 33

(C) Application of new and revised standards

a. Ind AS 115- Revenue from Contracts with Customers: With effect from 1st April, 2018, the Group has adopted Ind AS 115 “Revenue from Contracts with Customers” retrospectively only to contracts that are not completed as at the date of initial application (i.e. 1st April, 2018), with the cumulative effect recognised as an adjustment to the balance of Retained Earnings as at the date of initial application. However, no material adjustments were necessary.

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b. Appendix B to Ind AS 21- “Foreign Currency Transactions and Advance Consideration and Ind AS 12- Income Taxes have been revised with effect from 1st April, 2018. However, no material adjustments were necessary.

c. Amendments to Ind AS 12 Recognition of Deferred Tax Assets for Unrealised Losses

The amendments clarify that the Company needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how the Group should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

However, no material adjustments were necessary.

d. Amendments/ revision in other standards are either not applicable or do not have any material impact on the consolidated financial statements.

(D) Functional and presentation currency

These consolidated financial statements are presented in Indian Rupees (INR), which is the Group’s functional currency. All financial information presented in INR has been rounded off to the nearest lakhs. Figures appearing as “0” represent amounts below INR 50,000.

(E) Basis of Consolidation Joint venture

i) A joint venture is a joint arrangement whereby parties that have joint control of the arrangement have rights to the net assets of the arrangement. Interests in joint ventures are initially recognised at cost and thereafter accounted for using the equity method.

ii) Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses and other comprehensive income of the investee in the Consolidated Statement of Profit and Loss and Other Comprehensive Income of the Group. Dividends received or receivable from joint ventures are recognised as a reduction in the carrying amount of the investment.

iii) When the Group’s share of losses in a joint venture equals or exceeds its investment in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture.

iv) Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where the accounting policies of joint ventures are different from those of the Group, appropriate adjustments are made for like transactions and events in similar circumstances to ensure conformity with the policies adopted by the Group.

v) Any gain or loss on dilution arising on a reduced stake in the joint venture, but still retaining the joint control, is recognized in the Consolidated Statement of Profit and Loss.

vi) When the investment ceases to be a joint venture and the retained interest is a financial asset, the Group measures the retained interest at fair value with the change in carrying amount recognised in the Consolidated Statement of Profit and Loss. The fair value of the retained interest becomes the initial carrying amount for the purpose of accounting for the retained interest as an associate or as a financial asset. Any amounts previously recognised in other comprehensive income in respect of that joint venture are reclassified to the Consolidated Statement of Profit and Loss.

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(F) Use of estimates and management judgements

The preparation of financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that may impact the application of accounting policies and the reported values of assets, liabilities, revenue, income and expenses and related disclosures including contingent assets and liabilities at the Balance Sheet date. The estimates and management’s judgements are based on previous experience and other factors considered reasonable and prudent in the circumstances. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised.

In order to enhance understanding of the financial statements, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that may have the most significant effect on the amounts recognised in the financial statements are included in Note 32.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of these consolidated financial statements as given below have been applied consistently to all periods presented in the consolidated financial statements.

2.1. Property, Plant and Equipment (PPE)

a) An item of PPE is recognized as an asset if it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

b) PPE are initially measured at cost of acquisition/construction. The cost includes expenditure that is directly attributable to the acquisition/construction of the asset. In cases where final settlement of bills with contractors is pending, but the asset is complete and available for use and operating in the manner intended by the management, capitalisation is done on estimated basis subject to necessary adjustments, including those arising out of settlement of arbitration/court cases.

c) With respect to Company’s Joint Venture, Transmission system assets are commissioned as prescribed under Central Electricity Regulatory Commission (CERC) Tariff Regulations and capitalized accordingly.

d) Expenditure incurred on renovation and modernization of PPE on completion of the originally estimated useful life of the power station resulting in increased life and/or efficiency of an existing asset, is added to the cost of the related asset. PPE acquired as replacement of the existing assets are capitalized and its corresponding replaced assets removed/ retired from active use are derecognized.

e) After initial recognition, PPE is carried at cost less accumulated depreciation / amortisation and accumulated impairment losses, if any.

f) Payments made/ liabilities created provisionally towards compensation (including interest on enhanced compensation awarded by the Court till the date of award), rehabilitation and other expenses including expenditure on environment management plans is capitalized as part of cost of the related assets.

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g) Assets over which the Group has control, though created on land not belonging to the Group are included under PPE.

h) Standby equipment and servicing equipment which meet the recognition criteria of PPE are capitalized.

i) Spares parts (procured along with the plant & machinery or subsequently) costing INR 5 and above which meet the recognition criteria are capitalized. The carrying amount of those spare parts that are replaced is derecognized when no future economic benefits are expected from their use or upon disposal.

j) If the cost of the replaced part or earlier inspection is not available, the estimated cost of similar new parts/inspection is used as an indication of what the cost of the existing part/ inspection component was when the item was acquired or inspection carried out.

k) An item of PPE is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Consolidated Statement of Profit and Loss when the asset is derecognised.

2.2. Capital Work in Progress (CWIP) a) Expenditure incurred on assets under construction (including a project) is carried at cost under

CWIP. Such costs comprise purchase price of assets including import duties and non-refundable taxes (after deducting trade discounts and rebates), expenditure in relation to survey and investigation activities of projects, cost of site preparation, initial delivery and handling charges, installation and assembly costs, etc.

b) Costs including employee benefits, professional fees, expenditure on maintenance and up-gradation of common public facilities, depreciation on assets used in construction of project, interest during construction (net of income earned during the construction period) and other costs that are directly and indirectly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management are accumulated under “Incidental Expenditure Incurred during Construction period pending allocation” (IEDC) and subsequently allocated on systematic basis over major immovable assets, other than land and infrastructure facilities on commissioning of project.

c) Capital Expenditure incurred for creation of facilities, over which the Group does not have control but the creation of which is essential principally for construction of the project is accumulated under CWIP and subsequently allocated on a systematic basis over major immovable assets, other than land and infrastructure facilities on commissioning of projects, keeping in view the “attributability” and the “Unit of Measure” concepts in Ind AS 16- “Property, Plant & Equipment”. Expenditure of such nature incurred after completion of the project, is charged to the Consolidated Statement of Profit and Loss.

2.3. Intangible Assets and Intangible Assets under development a) Intangible assets acquired separately are measured on initial recognition at cost. After initial

recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.

b) Land taken for use from State Government (without transfer of title) and expenses on creation of alternate facilities for land evacuees or in lieu of existing facilities coming under submergence and where construction of such alternate facilities is a specific pre-condition for the acquisition of the land for the purpose of the project, are accounted for as Land-Right to use.

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c) With respect to Company’s Joint Venture, amount paid for acquiring right-of-way for laying transmission lines are accounted for as intangible assets on the date of capitalization of related transmission line/asset.

d) Software (not being an integral part of the related hardware) acquired for internal use, is stated at cost of acquisition less accumulated amortisation and impairment losses if any.

e) Expenditure incurred, eligible for capitalization under the head Intangible Assets, are carried as “Intangible Assets under Development” till such assets are ready for their intended use.

f) An item of Intangible asset is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Consolidated Statement of Profit and Loss when the asset is derecognised.

2.4. Foreign Currency transactions a) Transactions in foreign currency are initially recorded at the functional currency spot rate at the

date the transaction first qualifies for recognition. At each Balance Sheet date, monetary items denominated in foreign currency are translated at the functional currency exchange rates prevailing on that date.

b) Exchange differences arising on settlement or translation of monetary items are recognized in the Consolidated Statement of Profit and Loss in the year in which it arises with the exception that exchange differences on long term monetary item related to acquisition of property, plant and equipment recognized upto 31 March 2016 are adjusted to the carrying cost of property, plant and equipment.

c) Exchange differences arising from settlement/ translation of monetary items denominated in

foreign currency to the extent recoverable from or payable to the beneficiaries in subsequent periods as per CERC Tariff Regulations are recognized as ‘Regulatory Deferral Account Balances’ during construction period and adjusted from the year in which the same become recoverable from or payable to the beneficiaries.

d) Non-monetary items that are measured in terms of historical cost in a foreign currency are

translated using the exchange rate at the date of the transaction.

2.5. Regulatory deferral accounts a) Where an item of expenditure incurred during the period of construction of a project is

recognised as expense in the Statement of Profit and Loss i.e. not allowed to be capitalized as part of cost of relevant PPE in accordance with the Ind AS, but is nevertheless permitted by CERC to be recovered from the beneficiaries in future through tariff, the right to recover the same is recognized as “Regulatory Deferral Account Balances.”

b) Expense/ income recognised in the Consolidated Statement of Profit and Loss to the extent recoverable from or payable to the beneficiaries in subsequent periods as per CERC Tariff Regulations are recognised as “Regulatory Deferral Account Balances.”

c) These Regulatory Deferral Account balances are adjusted from the year in which the same become recoverable from or payable to the beneficiaries.

d) Regulatory Deferral Account Balances are evaluated at each Balance Sheet date to ensure that

the underlying activities meet the recognition criteria and it is probable that future economic benefits associated with such balances will flow to the entity. If these criteria are not met, the Regulatory Deferral Account Balances are derecognised.

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e) Regulatory Deferral Account Balances are tested for impairment at each Balance Sheet date.

f) A separate line item is presented in the profit or loss/OCI section of the Consolidated Statement of Profit and Loss for the net movement in all Regulatory Deferral Account Balances for the reporting period.

g) Regulatory Deferral Account Balances are amortized over the life of the Project, i.e. 35 years.

2.6. Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Normally at initial recognition, the transaction price is the best evidence of fair value. However, when the Group determines that transaction price does not represent the fair value, it uses inter-alia valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All financial assets and financial liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy. This categorisation is based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities. • Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. • Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. For financial assets and financial liabilities that are recognised at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation at the end of each reporting period. 2.7. Investment in joint venture Investments in equity shares of joint venture are carried at cost as per Ind AS 27 - Separate Financial Statements. The cost comprises price paid to acquire investment and directly attributable cost. 2.8. Financial Assets other than investment in Joint Venture A financial asset includes inter-alia any asset that is cash, equity instrument of another entity or contractual obligation to receive cash or another financial asset or to exchange financial asset or financial liability under conditions that are potentially favourable to the Group. A financial asset is recognized when and only when the Group becomes party to the contractual provisions of the instrument.

Financial assets of the Group comprise cash and cash equivalents, bank balances (including bank deposits, margin money and interest accrued on deposits), trade receivables, loans to employees, security deposits, etc.

a) Classification The Group classifies its financial assets at amortised cost. The classification depends on the following:

(a) The entity’s business model for managing the financial assets and

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(b) The contractual cash flow characteristics of the financial asset.

b) Initial recognition and measurement All financial assets except trade receivables are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or Loss, transaction costs that are attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the Consolidated Statement of Profit and Loss.

The Group measures the trade receivables at their transaction price, if the trade receivables do not contain a significant financing component.

c) Subsequent measurement Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

i) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

ii) Contractual terms of the asset give rise on specified dates to cash flows that are Solely Payments of Principal and Interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Consolidated Statement of Profit and Loss. The losses arising from impairment are recognised in the Consolidated Statement of Profit and Loss. d) De-recognition A financial asset is derecognized only when:-

i) The Group has transferred the rights to receive cash flows from the financial asset or ii) Retains the contractual rights to receive the cash flows of the financial assets but assumes

a contractual obligation to pay the cash flows to one or more recipients. Where the entity has transferred an asset, the Group evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the Group has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the Group has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Group has not retained control of the financial asset. Where the Group retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

e) Impairment of financial assets

In accordance with Ind-AS 109, the Group applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the following financial assets:

i) Financial assets that are debt instruments and are measured at amortised cost.

ii) Trade Receivables under Ind AS 115, Revenue from Contracts with Customer.

The Group follows ‘simplified approach’ permitted under Ind AS 109, “Financial Instruments” for recognition of impairment loss allowance on trade receivables resulting from transactions within the scope of Ind AS 115, which requires expected life time losses to be recognised from initial recognition of the receivables.

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Teesta Urja Limited (A Government of Sikkim Enterprise) Notes forming part of the Consolidated financial statements For recognition of impairment loss on other financial assets, the Group assesses whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. For assessing increase in credit risk and impairment loss, the Group assesses the credit risk characteristics on instrument-by-instrument basis. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12-month ECL. The amount of expected credit loss (or reversal) for the period is recognized as expense/income in the Consolidated Statement of Profit and Loss.

2.9. Financial Liabilities Financial liabilities of the Group are contractual obligation to deliver cash or another financial asset to another entity or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the Group. The Group’s financial liabilities include borrowings, retention money, trade payables, capital creditors, employee payables, security deposits, other payables, etc. a) Classification, initial recognition and measurement

Financial liabilities are recognised initially at fair value minus transaction costs that are directly attributable and subsequently measured at amortised cost. Financial liabilities are classified as subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the fair value at initial recognition is recognised in the Consolidated Statement of Profit and Loss or in the carrying amount of an asset if another standard permits such inclusion, over the period of the borrowings.

b) Subsequent Measurement After initial recognition, financial liabilities are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the Consolidated Statement of Profit and Loss or in the carrying amount of an asset if another standard permits such inclusion, when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in interest expense under finance costs in the Consolidated Statement of Profit and Loss. c) Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Consolidated Statement of Profit and Loss. d) Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. 2.10. Provisions, Contingent Liabilities and Contingent Assets

a) Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the

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amount of the obligation. Such provisions are determined based on management estimate of the amount required to settle the obligation at the Balance Sheet date. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. The expense relating to a provision net of any reimbursement is presented in the Consolidated Statement of Profit and Loss or in the carrying amount of an asset if another standard permits such inclusion.

b) If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

c) Contingent liabilities are possible obligations that arise from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events not wholly within the control of the Group. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Contingent liabilities are disclosed on the basis of judgment of management/independent experts. These are reviewed at each Balance Sheet date and are adjusted to reflect the current management estimate.

d) Contingent assets are possible assets that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. Contingent assets are disclosed in the financial statements when inflow of economic benefits is probable on the basis of judgment of management. These are assessed continually to ensure that developments are appropriately reflected in the consolidated financial statements.

2.11. Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the repayment amount of borrowings is recognised in Consolidated Statement of Profit and Loss over the period of the borrowings on a straight line basis. Fees paid on the establishment of borrowings are recognised as transaction costs to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are classified as financial liabilities (current/non-current) on the basis the underlying loan agreement.

2.12. Revenue Recognition and Other Income a) Revenue from contracts with customers

a. Revenue is measured based on the consideration that is specified in a contract with a customer or is expected to be received in exchange for the goods or services and excludes amounts collected on behalf of third parties. The Group recognises revenue at a point in time when it transfers control of the goods or services to the customer.

b. Revenue from sale of power is accounted for as per tariff notified by the Central Electricity Regulatory Commission (CERC) under the CERC (Terms & Conditions of Tariff) Regulations, 2014 as per PPA terms. In the case of Power Stations where provisional/ final tariff is yet to be notified or where incentives/disincentives are chargeable/ payable as per CERC (Terms & Conditions of Tariff) Regulations. Revenue

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is recognised to the extent it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.

c. Revenue from trading of power is based on the rates & terms and conditions mutually

agreed on power exchange.

d. Rebates given to customers in relation to early payment incentives are in the nature of variable consideration and therefore deducted from the amount of revenue.

e. Customers are billed on a periodic and regular basis. As at each reporting date, revenue

from sale of power includes an accrual for power delivered to customers but not yet billed (unbilled revenue).

f. With respect to Company’s Joint Venture, Transmission Income is accounted for as per

tariff orders notified by CERC. In case of transmission projects where final tariff orders are yet to be notified, transmission income is accounted for as per tariff regulations and orders of the CERC in similar cases. Difference, if any, is accounted on issuance of final tariff orders by the CERC. Transmission Income in respect of additional capital expenditure incurred after the date of commercial operation is accounted for based on actual expenditure incurred on year to year basis as per CERC tariff regulations. Customers are billed on a periodic and regular basis. As at each reporting date, transmission income includes an accrual for transmission delivered to customers but not yet billed i.e. Contract Asset (unbilled revenue).

The Transmission system incentive /disincentive is accounted for based on certification of availability by the respective Regional Power Committees (RPCs) and in accordance with the CERC tariff regulations. Where certification by RPCs is not available, incentive/ disincentive is accounted for on provisional basis as per estimate of availability by TPTL and differences, if any is accounted upon certification by RPCs.

g. In the comparative period:

i. Revenue from sale of power was measured at the fair value of the consideration received or receivable. Revenue was recognised when the significant risks and rewards of ownership were transferred to the buyer, recovery of the consideration was probable, the associated costs could be estimated reliably.

ii. Revenue from trading of power was based on the rates & terms and conditions mutually agreed on power exchange (net of rebates, incentives).

iii. As at each reporting date, revenue from sale of power includes an accrual for power delivered to customers but not yet billed (unbilled revenue).

iv. With respect to Company’s Joint Venture, revenue was measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates, GST and value added taxes.

Other income i) Interest Income

a) For all debt instruments measured at amortised cost, interest income is recorded using the

effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset. When calculating the effective interest rate, the Group estimates the expected cash flows by considering all the contractual

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terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses.

b) Interest on advances (wherever applicable as per contractual terms) is recognised when no significant uncertainty as to measurability and collectability exists.

ii) Gain/loss on sale of property, plant and equipment Any gain or loss arising on de-recognition of property, plant and equipment is calculated as the difference between the net disposal proceeds and the carrying amount of the asset as is recognized in the Consolidated Statement of Profit and Loss.

iii) Dividend income

Dividend income is recognized when right to receive the same is established.

iv) Interest income on income tax refund Interest income on income tax refund is recognized based on receipt of order from the tax authorities. 2.13. Inventories Inventories mainly comprise stores and spares to be used for maintenance of Property, Plant and Equipments and are valued at cost or net realizable value (NRV) whichever is lower. The cost is determined using weighted average cost formula and NRV is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale. The amount of any write-down of inventories to net realisable value and all losses of inventories is recognized as an expense in the period in which write-down or loss occurs. 2.14. Employee Benefits (i) Short-term employee benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed or included in the carrying amount of an asset if another standard permits such inclusion as the related service is provided. (ii) Post-employment obligations The Group operates the following post-employment schemes: (a) Defined Contribution Plans (Provident, Employee State Insurance and other funds) (b) Defined Benefit Plans (Gratuity) a) Defined contribution plans A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in the Statement of Profit and Loss or included in the carrying amount of an asset if another standard permits such inclusion in the periods during which services are rendered by employees. Contributions to a defined contribution plan that is due more than 12 months after the end of the period in which the employees render the service are discounted to their present value. Eligible employees of the Group receive benefits under the Provident Fund, Employee State Insurance, etc. where in both the employee and the Group make monthly contributions equal to a

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specified percentage of the employee’s salary. These contributions are made to the funds administered and managed by Government of India. b) Defined benefit plans Gratuity obligations A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s Gratuity Scheme are in the nature of defined benefit plans.

In accordance with The Payment of Gratuity Act, 1972, the Group provides for gratuity under defined retirement benefit plan covering eligible employees. The defined benefit obligation is calculated annually by actuary using the Projected Unit Credit Method. The gratuity plan is unfunded.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields of Indian government securities as at the reporting date that have maturity dates approximating the terms of the Group’s obligations.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Consolidated Statement of Profit and Loss or included in the carrying amount of an asset if another standard permits such inclusion.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in Other Comprehensive Income. They are included in retained earnings in the Consolidated Statement of Changes in Equity and in the Consolidated Balance Sheet.

(iii) Other long-term employee benefits Benefits under the Group’s leave encashment scheme (comprising earned leave and sick leave) constitute other long term employee benefits. The amount of compensated absences on retirement/termination is the employees last drawn basic salary multiplied by lower of actual leaves accumulated and maximum accumulation of 180 days in case of earned leave and 120 days in case of sick leave. The obligation is calculated annually by actuary using the Projected Unit Credit Method. The Group’s net obligation in respect of long-term employee benefits is the amount of future benefits that employees have earned in return for their service in the current and prior periods. The benefit is discounted to determine its present value. The discount rate is based on the prevailing market yields of Indian government securities as at the reporting date that have maturity dates approximating the terms of the Group’s obligations. The cost including actuarial gains or losses is recognised in the Consolidated Statement of Profit and Loss or included in the carrying amount of an asset if another standard permits such inclusion in the period in which they arise. 2.15. Borrowing Costs a) Borrowing costs directly attributable to the acquisition, construction or production of qualifying

assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised to the cost of those assets.

b) Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

c) All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs incurred in connection with the borrowing of funds.

d) Capitalisation of borrowing cost ceases when substantially all the activities necessary to prepare the qualifying tangible assets for their intended use are complete.

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2.16. Depreciation / Amortisation a) Depreciation/ amortization on additions to / deductions from Property, Plant and Equipment

during the year is charged on pro-rata basis from/up to the date on which the asset is available for use/disposed.

b) Depreciation on Property, Plant and Equipment (for Operating Units i.e. project assets capitalized upon COD and constructed/acquired/purchased thereafter) covered under Part B of Schedule II of the Companies Act, 2013, has been provided on the straight line method at the rates using the rates and methodology as notified by CERC for the fixation of tariff. With respect to Company’s Joint Venture, assets related to transmission business is provided on straight line method following the rates and methodology notified by the CERC for the purpose of recovery of tariff.

c) Depreciation on Property, Plant and Equipment (for assets other than Operating Units i.e. assets acquired and put to use up to the date of COD) and with respect to Company’s Joint Venture, assets other than transmission business, is charged to the Consolidated Statement of Profit and Loss on straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013. Further, with respect to Company’s Joint Venture, depreciation on vehicle is charged over estimated useful life of 8 years on the basis of technical assessment.

d) Depreciation on mobile phones, laptops and computer peripherals is charged to the Statement of

Profit and Loss on straight-line method over estimated useful life of 3 years on the basis of technical assessment.

e) Temporary erections are depreciated fully (100%) in the year of acquisition /capitalization.

f) PPE costing INR 5,000 (Rupees Five Thousand in absolute amount or less), are fully

depreciated in the year of acquisition with INR 1 as WDV.

g) Leasehold Land (recognized as prepayments) is charged off under rent expense over the period of 35 years from the date of commercial operation.

h) Land-Right to use is amortized over thirty five years from the date of commercial operation

following the rates and methodology notified by CERC Tariff Regulations.

i) With respect to Company’s Joint Venture, amount paid for acquiring right-of-way for laying transmission lines are amortized over thirty five years from the date of capitalization of related transmission assets, following the rates and methodology notified by CERC Tariff Regulations.

j) Cost of software capitalized is amortized over the period of legal right to use or 5 years,

whichever is less starting from the year it is acquired.

k) Where the cost of depreciable assets has undergone a change during the year due to increase/decrease in long term liabilities on account of exchange fluctuation, price adjustment, settlement of arbitration/court cases, change in duties or similar factors, the unamortized balance of such asset is depreciated prospectively over the residual life of such assets at the rate of depreciation and methodology notified by CERC tariff regulations.

l) Where the life and / or efficiency of an asset is increased due to renovation and modernization,

the expenditure thereon along with its unamortized depreciable amount is charged prospectively over the revised / remaining useful life determined by technical assessment.

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m) Spares parts procured along with the Plant & Machinery or subsequently which are capitalized and added in the carrying amount of such item are depreciated over the residual useful life of the related plant and machinery.

n) The residual values, useful lives and methods of depreciation for assets are reviewed at each

financial year end and adjusted prospectively, wherever required. 2.17. Impairment of non-financial assets other than inventories Cash generating units as defined in Ind AS 36 on impairment of assets are identified at the Balance Sheet date. At the date of Balance Sheet, if there are indications of impairment and the carrying amount of the cash generating unit exceeds its recoverable amount (i.e. the higher of the fair value less costs of disposal and value in use), an impairment loss is recognized. The carrying amount is reduced to the recoverable amount and the reduction is recognized as an impairment loss in the Consolidated Statement of Profit and Loss. The impairment loss recognized in the prior accounting period is reversed to the extent of increase in the estimate of recoverable amount. Post impairment, depreciation is provided on the revised carrying value of the impaired asset over its remaining useful life.

2.18. Income Tax Income tax expense comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Profit and Loss, except to the extent that it relates to items recognised directly in equity or other comprehensive income (OCI). In this case the tax is also recognised directly in equity or in OCI. Current Tax The current tax is the expected tax payable on the taxable income for the year on the basis of the tax laws applicable at the reporting date and any adjustments to tax payable in previous years. Taxable profit differs from profit as reported in the Consolidated Statement of Profit and Loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible (permanent differences). Deferred tax a) Deferred tax is recognised on temporary differences between the carrying amounts of assets and

liabilities in the Group’s financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet method. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences, unused tax losses and unabsorbed depreciation to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences, unused tax losses and unabsorbed depreciation can be utilised.

b) The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available against which the temporary differences can be utilised.

c) Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would flow in the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

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d) Deferred tax is recognised in the Consolidated Statement of Profit and Loss except to the extent that it relates to items recognised directly in other comprehensive income or equity, in which case it is recognised in other comprehensive income or equity.

e) Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

f) Deferred tax recovery adjustment account is credited/ debited to the extent the deferred tax for the current period which forms part of current tax in the subsequent periods and affects the computation of return on equity (ROE), a component of tariff.

2.19. Compensation from third parties Impairments or losses of items, related claims for payments of compensation from third parties including insurance companies and any subsequent purchase or construction of assets are separate economic events and are accounted for separately.

Compensation from third parties including from insurance companies for items of property, plant and equipment or for other items that were impaired, lost or given up is included in the Consolidated Statement of Profit and Loss when the compensation becomes receivable. Insurance claims for loss of profit are accounted for based on certainty of realisation.

2.20. Segment Reporting In accordance with Ind AS 108 – Operating Segment, the operating segments used to present segment information are identified on the basis of internal reports used by the Group’s Management to allocate resources to the segments and assess their performance. The Managing Director of respective Companies (i.e. the Company and TPTL) is the “Chief Operating Decision Maker” or “CODM” within the meaning of Ind AS 108.

The Group is involved in only one business, which is Power (comprising Generation and Transmission). Therefore the Group has only one operating segment. Further, the Group is having a single geographical segment as its power project, transmission lines are located within India. 2.21. Leases Group as a Lessee A lease is classified at the inception date as a finance lease or an operating lease. An operating lease is a lease other than a finance lease. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) is charged to Consolidated Statement of Profit and Loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases. Group as a Lessor In case of sub-lease of additional space, the lease income is adjusted from the lease payments in the Consolidated Statement of Profit and Loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for Group’s expected inflationary cost increases.

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2.22. Cash and cash equivalents a) Cash and cash equivalents include cash on hand and bank balances including deposits having

original maturity of three months or less from the date of acquisition that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

b) Consolidated Statement of Cash Flows is prepared in accordance with the indirect method

prescribed in Ind AS 7- ‘Statement of Cash Flows’.

2.23. Current versus non-current classification The Group presents assets and liabilities in the Balance Sheet based on current/non-current classification.

a) An asset is current when it is:

• Expected to be realised or intended to be sold or consumed in the normal operating cycle • Held primarily for the purpose of trading • Expected to be realised within twelve months after the reporting period, or • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at

least twelve months after the reporting period.

All other assets are classified as non-current.

b) A liability is current when:

• It is expected to be settled in the normal operating cycle • It is held primarily for the purpose of trading • It is due to be settled within twelve months after the reporting period, or • There is no unconditional right to defer the settlement of the liability for at least twelve months

after the reporting period.

All other liabilities are classified as non-current.

c) Deferred tax assets and liabilities are classified as non-current assets and liabilities.

2.24. Operating Cycle

Based on the nature of activities of the Group and the normal time between acquisition of assets and their realization in cash or in cash equivalents, the Group has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

2.25. Prior Period Items Prior period errors having material impact are corrected retrospectively by restating the comparative amounts for the prior periods presented in which the error occurred. If the error occurred before the earliest period presented, the opening balances of assets, liabilities and equity for the earliest period presented, are restated unless it is impracticable, in which case, the comparative information is adjusted to apply the new accounting policy prospectively from the earliest date practicable. 2.26. Earnings per Share a) Basic earnings per equity share is computed by dividing the net profit/loss attributable to the

equity holders of the Company by the weighted average number of equity shares outstanding during the period.

b) Diluted earnings per equity share is computed by dividing the net profit/loss attributable to the equity holders of the Company by the weighted average number of equity shares considered for

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deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.

c) Basic and diluted earnings per equity share are also presented using the earnings amounts

excluding the movements in regulatory deferral account balances.

2.27. Miscellaneous Each material class of similar items is presented separately in the financial statements. Items of a dissimilar nature or function are presented separately unless they are immaterial.

2.28. Recent accounting pronouncements The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Amendment Rules, 2019 and the Companies (Indian Accounting Standards) Second Amendment Rules, 2019 on 31st March, 2019. Both the Rules shall come into force on 1st April, 2019. Standards issued but not effective

a) Ind AS 116- ‘Leases’ Ind AS 116 was notified by Ministry of Corporate Affairs on 30 March 2019 and it is applicable for annual reporting periods beginning on or after 1 April 2019. Ind AS 116 will affect primarily the accounting by lessees and will result in the recognition of almost all leases on balance sheet. The standard removes the current distinction between operating and finance leases and requires recognition of an asset (the right-of-use the leased item) and a financial liability to pay rentals for virtually all lease contracts. An optional exemption exists for short-term and low-value leases. The Statement of Profit and Loss might also be affected because the total expense is typically higher in the earlier years of a lease and lower in later years. Additionally, operating expense will be replaced with interest and depreciation, so key metrics like EBITDA will change. Operating cash flows will be higher as repayments of the lease liability and related interest are classified within financing activities. The accounting by lessors will not significantly change. Some differences may arise as a result of the new guidance on the definition of a lease. Under Ind AS 116, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group is in the process of evaluating the impact of Ind AS 116 on its consolidated financial statements.

b) Appendix C to Ind AS 12, ‘Income Taxes’: The appendix explains how to recognise and

measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. In particular, it discusses:

a. how to determine the appropriate unit of account, and that each uncertain tax treatment should be considered separately or together as a group, depending on which approach better predicts the resolution of the uncertainty;

b. that the entity should assume a tax authority will examine the uncertain tax treatments and have full knowledge of all related information, i.e. that detection risk should be ignored;

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c. that the entity should reflect the effect of the uncertainty in its income tax accounting when it is not probable that the tax authorities will accept the treatment;

d. that the impact of the uncertainty should be measured using either the most likely amount or the expected value method, depending on which method better predicts the resolution of the uncertainty; and

e. that the judgements and estimates made must be reassessed whenever circumstances have changed or there is new information that affects the judgements.

As per assessment, the application of this guidance is not expected to have material impact on the consolidated financial statements of the Group.

c) Amendments to Ind AS 12, ‘Income Taxes’: The amendments clarify that the income tax consequences of dividends on financial instruments classified as equity should be recognised according to where the past transactions or events that generated distributable profits were recognised. These requirements apply to all income tax consequences of dividends. Previously, it was unclear whether the income tax consequences of dividends should be recognised in profit or loss, or in equity, and the scope of the existing guidance was ambiguous.

These amendments are not expected to have any impact on the consolidated financial statements of the Group.

d) Amendments to Ind AS 28, ‘Investment in Associates and Joint Ventures’: The amendments clarify the accounting for long-term interests in an associate or joint venture, which in substance form part of the net investment in the associate or joint venture, but to which equity accounting is not applied. Entities must account for such interests under Ind AS 109 ‘Financial Instruments’ before applying the loss allocation and impairment requirements in Ind AS 28.

Since the Group does not have such long-term interests in its joint ventures, the amendments will not have any impact on its consolidated financial statements.

e) Amendments to Ind AS 19, ‘Employee Benefits’: The amendments to Ind AS 19 clarify the accounting for defined benefit plan amendments, curtailments and settlements. They confirm that entities must :

a. calculate the current service cost and net interest for the remainder of the reporting period after a plan amendment, curtailment or settlement by using the updated assumptions from the date of the change;

b. any reduction in a surplus should be recognised immediately in profit or loss either as part of past service cost, or as a gain or loss on settlement. In other words, a reduction in a surplus must be recognised in profit or loss even if that surplus was not previously recognised because of the impact of the asset ceiling; and

c. separately recognise any changes in the asset ceiling through other comprehensive income.


f) Amendments to Ind AS 111, ‘Joint Arrangements’: The amendments clarify that the party obtaining joint control of a business that is a joint operation should not re-measure its previously held interest in the joint operation.


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g) Amendment to Ind AS 23, ‘Borrowing Costs’: The amendments clarify that if a specific borrowing remains outstanding after the related qualifying asset is ready for its intended use or sale, it becomes part of general borrowings.

The Group’s current practice is in line with these amendments and accordingly these amendments are not expected to have any material impact on its consolidated financial statements.

h) Amendment to Ind AS 103, ‘Business Combinations’: The amendments clarify that obtaining control of a business that is a joint operation, is a business combination achieved in stages. The acquirer should re-measure its previously held interest in the joint operation at fair value at the acquisition date.


i) Prepayment Features with Negative Compensation – Amendments to Ind AS 109, ‘Financial Instruments’: The narrow-scope amendments made to Ind AS 109 enable entities to measure certain prepayable financial assets with negative compensation at amortised cost. These assets, which include some loan and debt securities, would otherwise have to be measured at fair value through profit or loss. To qualify for amortised cost measurement, the negative compensation must be ‘reasonable compensation for early termination of the contract’ and the asset must be held within a ‘held to collect’ business model.


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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

3.1 Property, Plant and Equipment (INR in lakhs)

As at 1st April,


adjustments

As at 31st March,

2019

As at 1st April,

2018


adjustments

As at 31st March,

2019

As at 31st March,

2019

As at 31st March,

2018

Freehold Land 6 - - - 6 - - - - - 6 6 Roads and Bridges 25,817 - - - 25,817 1,709 847 - - 2,556 23,261 24,108 Dam, Intake & De-Silting Chambers 4,44,800 5,601 - 0 4,50,401 24,579 23,706 - - 48,285 4,02,116 4,20,221 HRT, TRT, Surge Shaft & Pressure Shafts 4,30,919 1,773 - 106 4,32,586 24,219 22,839 - 3 47,055 3,85,531 4,06,700 Power Plant 1,16,087 965 - 0 1,17,052 4,093 3,902 - - 7,995 1,09,057 1,11,994 Electro-Mechanical Plant & Equipment 2,91,360 263 - 164 2,91,459 16,647 15,389 - 10 32,026 2,59,433 2,74,713 Buildings (Permanent house 4,966 771 - - 5,737 54 166 - - 220 5,517 4,912 Buildings (Others) 5 - - - 5 0 0 - - 0 5 5 Temporary Structures 116 - - - 116 116 - - - 116 - - Plant and Equipment 64 45 - - 109 38 2 - - 40 69 26 Furniture and Fixtures 35 11 - 46 7 2 - - 9 37 28 Office Equipment 152 13 3 - 162 41 16 1 - 56 106 111 Computers 80 11 5 - 86 37 15 4 - 48 38 43 Vehicles 294 8 - - 302 136 29 - - 165 137 158 Communication Equipments 29 29 2 2 - - 4 25 27 Total 13,14,730 9,461 8 270 13,23,913 71,678 66,915 5 13 1,38,575 11,85,338 12,43,052

-

Class of assets


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As at 1st April,


adjustments

As at 31st March,

2018

As at 1st April,

2017


adjustments

As at 31st March,

2018

As at 31st March,

2018

As at 31st March,

2017

Freehold Land 6 - - - 6 - - - - - 6 6 Roads and Bridges 25,610 207 - 0 25,817 828 881 - 0 1,709 24,108 24,782 Dam, Intake & De-Silting Chambers 4,15,509 29,628 - 337 4,44,800 2,224 22,357 - 2 24,579 4,20,221 4,13,285 HRT, TRT, Surge Shaft & Pressure Shafts 4,14,383 16,872 - 336 4,30,919 2,218 22,003 - 2 24,219 4,06,700 4,12,165 Power Plant 1,10,361 5,871 - 145 1,16,087 374 3,719 - 0 4,093 1,11,994 1,09,987 Electro-Mechanical Plant & Equipment 2,87,268 4,101 - 9 2,91,360 1,478 15,169 - 0 16,647 2,74,713 2,85,790 Buildings (Permanent house colony) - 4,966 - - 4,966 - 54 - - 54 4,912 - Buildings (Others) 5 - - 5 0 0 - - 0 5 5 Temporary Structures 116 - - - 116 116 - - - 116 - - Plant and Equipment 51 16 3 - 64 37 2 1 - 38 26 14 Furniture and Fixtures 22 13 - - 35 5 2 - - 7 28 17 Office Equipment 105 51 4 0 152 30 14 3 0 41 111 75 Computers 61 20 1 - 80 23 14 0 37 43 38 Vehicles 296 - 2 - 294 100 37 1 - 136 158 196 Communication Equipments 23 6 - - 29 - 2 - - 2 27 23 Total 12,53,816 61,751 10 827 13,14,730 7,433 64,254 5 4 71,678 12,43,052 12,46,383

Class of assets


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3.2 Capital work-in-progress

Particulars As at 1st April, 2017


year


year

As at 31st March,

2018


year


year

As at 31st March,

2019

Construction related works 3,085 55,469 (54,655) 3,899 5,677 (7,353) 2,223 3,749 5,511 (6,990) 2,270 1,272 (2,067) 1,475

Total 6,834 60,980 (61,645) 6,169 6,949 (9,420) 3,698

ii) Refer note 47 for information on property, plant and equipment and capital work in progress hypothecated with lenders as security for related borrowings.

iii) Refer to note 40(a) for contractual commitments for acquisition of property, plant and equipment.

iv) Amount of borrowing cost capitalised to property, plant and equipment amounts to INR 750 (Previous year: INR 2,995). Refer note 31.

v) Adjustments to property, plant and equipment includes impact of difference between estimated provision vs. actual bills approved.

i) Capital work-in-progress as on 31st March, 2019 consists of permanent house colony, roads and bridges etc.

Incidental Expenditure during construction period, pending allocation (IEDC)

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4.1 Intangible Assets (INR in lakhs)

As at 1st April,


adjustments

As at 31st

March, 2019

As at 1st April,

2018


adjustments

As at 31st

March, 2019

As at 31st

March, 2019

As at 31st March,

2018

Computer Software 7 4 - - 11 3 1 - 4 7 4 Land-Right to Use 1,855 - - - 1,855 58 53 - - 111 1,744 1,797

Total 1,862 4 - - 1,866 61 54 - - 115 1,751 1,801

Net Block

As at 1st April,


adjustments

As at 31st

March, 2018

As at 1st April,

2017


adjustments

As at 31st

March, 2018

As at 31st

March, 2018

Computer Software 5 3 0 1 7 2 1 0 0 3 4 Land-Right to Use 1,855 - - 0 1,855 5 53 - 0 58 1,797

Total 1,860 3 0 1 1,862 7 54 0 0 61 1,801

i) Refer note 47 for information on intangible assets hypothecated with lenders as security for related borrowings.

Class of assets

Gross Block Amortisation Net Block

Class of assets

Amortisation Gross Block

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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS(INR in lakhs)

5 Investment in Joint Venture

ParticularsAs at

31st March, 2019

As at 31st March,

2018

Unquoted Equity Instruments - At Cost** 25,700 25,852

Total 25,700 25,852

** Adjusted as per equity method

6 Financial Assets - Non Current

6.1 Deposits

ParticularsAs at

31st March, 2019

As at 31st March,

2018

(Unsecured, considered good)Security deposits 59 111

(Secured, considered good)Deposits with banks with more than 12 months maturity * - 209 Total 59 320


7 Deferred Tax Assets (net)

The balance comprises temporary differences attributable to:As at

31st March, 2019

As at 31st March,

2018

Deferred tax assetsUnabsorbed losses and depreciation 39,759 26,418 Provisions for advances / receivables 150 125 Property, plant and equipment, intangible assets, capital work in progress and intangible assets under development

11,926 2,483

Others 56 30

Total deferred tax assets 51,891 29,056 Set-off of deferred tax liabilities pursuant to set-off provisionsBorrowings (605) (555)Retention money (18) (5)Others (5) (5)Total deferred tax liabilities (628) (565)Deferred tax assets (net) 51,263 28,491

268,329,180 (Previous year - 268,329,180) shares of INR 10 each fully paid in Teestavalley Power Transmission Limited*

* Of the above 137,891,900 (Previous year: 137,891,900) shares have been pledged by the Company against loans availed by its joint venture company.

*Held as margin money towards Bank Guarantee / Letter of Credit given to Customs, Power Trading Corporation (PTC) and Power System Operation Corporation Limited, which are not available for use by the Company.

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Movement in deferred tax assets and deferred tax liabilities


March, 2019


2018


March, 2019


March, 2018

Deferred tax assetsUnabsorbed losses and depreciation 13,341 17,251 - - Provisions for advances / receivables 25 (31) - - Property, plant and equipment, intangible assets, capital work in progress and intangible assets under development

9,443 2,483 - -

Others 25 18 1 (4)

Deferred tax liabilitiesProperty, plant and equipment, intangible assets, capital work in progress and intangible assets under development

- 5,257

Borrowings -50 164 - - Retention money -13 1 - - Others -0 4 - - Deferred tax Benefit / (Expense) 22,771 25,147 1 (4)

8 Non Current Tax Assets (net)

ParticularsAs at

31st March, 2019

As at 31st March,

2018

Advance tax and tax deducted at source 390 358 Less: Provision for Taxation - - Total 390 358

Refer note 22 for details.


9 Other Non Current Assets

ParticularsAs at

31st March, 2019

As at 31st March,

2018

Capital advances (Secured, considered good) 144 150

Advances other than capital advances (Secured, considered good)Prepayments for leasehold land 4,427 4,566

(Unsecured, considered good)Prepaid expenses 7 8 Total 4,578 4,724


Statement of Profit and Loss

Other Comprehensive Income

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10 Inventories

ParticularsAs at

31st March, 2019

As at 31st March,

2018Stores and spares (includes in-transit of INR 70 (Previous year: Nil)) 254 13

254 13 Explanatory Note:a) During the year, inventories written down to net realisable value (NRV) and recognised as an expense in profit or loss.

Nil Nil

b) Refer note 47 for information on assets hypothecated with lenders as security for related borrowings.

11 Financial Assets - Current

11.1 Trade receivables

ParticularsAs at

31st March, 2019

As at 31st March,

2018

Trade Receivables considered good - Secured - - Trade Receivables considered good - Unsecured 324 506 Trade Receivables which have significant increase in Credit Risk

- -

Trade Receivables - credit impaired - - 324 506

Explanatory Note: -i) Debt due by directors or other officers of the Group or any of them

either severally or jointly with any other person or debts due by firms or private companies respectively in which any director of the Group is a partner or a director or a member.

Nil Nil

ii) Debt due by Joint Ventures and others related parties of the company at point (i) above

Nil Nil

iii) Due to the short-term nature of the current receivables, their carrying amount is assumed to be the same as their fair value.


11.2 Cash and Cash Equivalents

ParticularsAs at

31st March, 2019

As at 31st March,

2018

Balances with banksWith scheduled banks

In current accounts 118 1,710 Deposits with original maturity of less than three months - 690

Cash on hand 3 3 Total 121 2,403


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11.3 Bank balances other than cash and cash equivalents

ParticularsAs at

31st March, 2019

As at 31st March,

2018Balances with banks - in deposit accounts (having remaining maturity more than 3 months but less than 12 months)

- 15,233

Margin money deposits* (having maturity less than 12 months) 26 -

26 15,233


11.4 Loans

ParticularsAs at

31st March, 2019

As at 31st March,

2018Loans Receivables considered good - Secured - - Loans Receivables considered good - Unsecured (To Employees) 2 2

Loans Receivables which have significant increase in Credit Risk - - Loans Receivables - credit impaired - - Total 2 2

Explanatory Note: -Loans due from directors or other officers of the Group at the end of the period Nil Nil


11.5 Other Financial Assets (Unsecured, considered good unless stated otherwise)

ParticularsAs at

31st March, 2019

As at 31st March,

2018Contractually reimbursable expenses from related parties (refer note 37C(ii))

31 6

Contractually reimbursable expenses - othersConsidered good 12 1 Considered doubtful 17 17

29 18 Less: Provision for Doubtful receivables ** (17) (17)

12 1

Security deposits 62 8 Total 105 15

** Provision for Doubtful receivablesOpening Balance 17 17 Addition during the year - - Closing balance 17 17


*Held as margin money towards Letter of Credit given to Power System Operation Corporation Limited, which are notavailable for use by the Company.

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12 Other Current Assets (Unsecured, considered good unless stated otherwise)

ParticularsAs at

31st March, 2019

As at 31st March,

2018Advances to suppliers & consultants

Considered good 32 12 Considered doubtful 462 462

494 474 Less: Provision for Doubtful advances* (462) (462)

32 12

Advances to employees 3 3 Prepaid expenses 1,692 2,783 Prepayments for leasehold land 139 139 Total 1,866 2,937

*Provision for Doubtful advancesOpening Balance 462 486 Addition / (reversal) during the year - (24) Closing balance 462 462

Explanatory Note:-Advance due from Directors or other officers at the end of the year/ period Nil Nil

Nil Nil


13 Regulatory Deferral Account Debit Balances

ParticularsAs at

31st March, 2019

As at 31st March,

2018Opening Balance 12,917 9,527 Add: Movement during the year

a) Other Expenses (242) (91)b) Amount of extended warranty of Project 1,097 3,871

13,772 13,307 Less: Amortised during the year (432) (390)

Closing Balance 13,340 12,917

For details on regulatory deferral account balances refer to note 48.

Advance due by Firms or Private Companies in which any Director of the Group is a Director or member.

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14 Equity Share Capital (INR in lakhs)

Particulars Number of Shares Amount(INR Lakhs)

Number of Shares Amount(INR Lakhs)

Authorized share capital: (Par value of shares INR 10 each)Shares at the beginning of the year 4,00,00,00,000 4,00,000 4,00,00,00,000 4,00,000 Increase during the year - - - - Shares at the end of the year 4,00,00,00,000 4,00,000 4,00,00,00,000 4,00,000

IssuedEquity Shares of INR 10 each 3,20,53,87,800 3,20,539 3,20,53,87,800 3,20,539 Increase during the year 3,21,10,820 3,211 - - Total issued share capital 3,23,74,98,620 3,23,750 3,20,53,87,800 3,20,539

Subscribed and fully paid upEquity Shares of INR 10 each 3,20,53,87,800 3,20,539 3,20,53,87,800 3,20,539 Total subscribed and fully paid up share capital 3,20,53,87,800 3,20,539 3,20,53,87,800 3,20,539

Equity shares (Fully paid up) Number of shares Amount(INR Lakhs)

Number of shares Amount(INR Lakhs)

Shares at the beginning of the year 3,20,53,87,800 3,20,539 3,20,53,87,800 3,20,539 Shares issued during the year - - - - Shares outstanding at the end of the year 3,20,53,87,800 3,20,539 3,20,53,87,800 3,20,539

(ii) Terms/rights attached to equity shares

Number of shares Number of shares

Name of the Shareholder As at 31st March, 2019

As at 31st March,

2018Sikkim Power Investment Corporation Limited, holding company (SPICL) 1,92,57,62,600 1,92,57,62,600

(i) Reconciliation of the number of equity shares and the amount outstanding at the beginning and at the end of the reporting year:

(iii) Details of equity shares held by holding company and subsidiary of holding company:

(b) Further, as per the provisions of Restated Shareholders Agreement dated 28th February, 2017, Sikkim Power InvestmentCorporation Limited (SPICL) enjoys all rights equivalent to 60.08% shareholding in the Company.

The shares of Sikkim Power Investment Corporation Limited is held by Government of Sikkim which holds shares throughEnergy & Power Department (9,300 Shares of INR 10 each) and through Finance Department (700 shares of INR 10 each)


For the period ended 31st March , 2019


(a) The Company has issued only one kind of equity shares with voting rights proportionate to the share holding of theshareholders. These voting rights are exercisable at meeting of shareholders. The holders of the equity shares are also entitledto receive dividend as declared from time to time for them.

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(iv) Details of equity shares held by each shareholder holding more than 5% shares:

Number of shares % of Holding Number of shares % of Holding

a) Equity shares (Fully paid-up)Sikkim Power Investment Corporation Limited 1,92,57,62,600 60.08% 1,92,57,62,600 60.08%Asian Genco Pte. Limited. Singapore 80,06,67,838 24.98% 80,06,67,838 24.98%PTC India Limited 18,00,52,223 5.62% 18,00,52,223 5.62%Indus Clean Energy (India) Private Limited 16,59,19,800 5.18% 16,59,19,800 5.18%

v) In preceding five financial years immediately preceding 31st March, 2019, Company has not allotted any equity share asfully paid up pursuant to contract(s) without payment being received in cash, not allotted any equity share as fully paid up byway of bonus share(s) and not bought back any equity share.

ix) The Company has issued 32,110,820 Equity Shares at par value of Rs. 10 each on 26th July, 2018 on rights basis to its existing shareholders. However the same is yet to be subscribed

vi) Shares reserved for issue under options and contracts/commitments for the sale of shares/disinvestment, including the terms and amounts : NIL.

vii) Terms of any securities convertible into equity shares issued along with the earliest date of conversion in descending order starting from the farthest such date: NIL.viii) Calls unpaid (showing aggregate value of calls unpaid by directors and officers) : NIL.

Name of the shareholderAs at 31st March, 2019 As at 31st March, 2018

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15 Other Equity



Reserves and surplusCapital reserve 122 122 Retained earnings (1,18,080) (86,621)Total (1,17,958) (86,499)

a) Capital reserveOpening balance 122 122 Add: Transferred during the year - - Closing balance 122 122

b) Retained earningsOpening balance (86,621) (16,003) Loss for the year (31,457) (70,630) Items of other comprehensive income recognised directly in retained earnings

Remeasurement of defined benefit plans (2) 12 Closing balance (1,18,080) (86,621)

16 Financial Liabilities - Non Current16.1 Borrowings

ParticularsEffective

interest rate Maturity As at 31st March, 2019


SecuredTerm loans

From banks 11.29% p.a. on monthly rest

2018-2029 3,60,122 3,54,243

From financial institutions 11.40% p.a. on quarterly rest

2018-2029 6,38,448 6,63,162

9,98,570 10,17,405 Current maturities shown under financial liabilities (note 19.2) (1,15,564) (1,11,311)Total 8,83,006 9,06,094

Particulars of security

b) Loan Covenants : Refer point (b) of Note 35 (Capital management).

(a) Nature and purpose of Capital Reserve - The Company had created the said reserve against forfeiture of equity shareswhich was partly paid but not fully subscribed during the financial year 2009-10. This reserve can be utilised for issuing offully paid bonus shares. No dividend can be distributed out of this reserve.

(b) Nature and purpose of Retained Earnings - Retained earnings represents cumulative losses of the Group. This reservecan be utilised in accordance with the provisions of Companies Act, 2013.

a) The carrying amounts of financial and non-financial assets hypothecated as security for current and non-current borrowings are disclosed in Note 47.

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Notes:

(iii) Repayment and other terms:

b) The bank-wise details of the loans are given below:

Name of the LenderNo. of

quarterly Installments



a) Banks:Bank of Baroda (BOB) 45 42,250 45,476 Canara Bank 45 77,077 74,049 Dena Bank 45 18,072 20,177 Oriental Bank of Commerce (OBC)

45 40,173 38,095

Punjab National Bank (PNB) 45 1,55,756 1,51,142

Punjab & Sind Bank (PSB) 45 7,275 6,766 United Bank of India (UBI) 45 19,519 18,538 Total banks (a) 3,60,122 3,54,243

b) Financial Institutions:India Infrastructure Finance Company Limited (IIFCL)

11.40% p.a. on quarterly rest 45 78,205 77,478

Life Insurance Corporation of India (LIC)

45 53,949 51,300

Rural Electrification Corporation Limited (REC)

45 4,84,773 5,13,463


45 21,521 20,921

Total financial institutions (b) 6,38,448 6,63,162 Grand Total (a+b) 9,98,570 10,17,405 # Note: BBR stands for Bank's Base Rate


(i) REC, the Lead lender vide its sanction letter dated 21st September, 2016, approved the revised Project Cost of INR1,396,500 and revised COD date of 31st March, 2017 and further approved shifting of existing repayment period of 11.25 yearswith moratorium of 9/12 months after project COD and payable in 45 structured quarterly installments with first repaymentstarting from 31st December 2017 for PNB, BoB, Canara Bank, Dena Bank & UBI and from 31st March, 2018 for REC,IIFCL, LIC, IREDA, OBC & PSB.(ii) Total sanctioned loan of INR 1,102,795 from consortium lenders (Previous year - Rs. 1,102,795) is secured by firstmortgage/hypothecation and charge on all the Company's immovable and movable properties including all receivables andintangible properties both present and future, security interest by way of assignment of all the rights, titles, permits, approvalsand interest of the Company in respect of all the clearances, agreements, permits, approvals, consents in relation to the project,contractors guarantees, performance bonds and any Letters of Credit provided by EPC Contractors or any power purchaser, allinsurance policies and first charge on all the bank accounts, including but not limited to Trust and Retention Account. Thecharge created would rank pari-passu among all the lenders.

a) The repayments is proposed to be made in 45 equal quarterly installments, commencing from 31st December, 2017 for PNB,BoB, Canara Bank, Dena Bank & UBI and from 31st March, 2018 for REC, IIFCL, LIC, IREDA, OBC & PSB .

Balance outstanding

Interest Terms #

11.29% p.a. on monthly rest11.29% p.a. on monthly rest11.29% p.a. on monthly rest


11.29% p.a. on monthly rest11.29% p.a. on monthly rest



Note 1: The Company accounted the interest pertaining to Bank Lenders considering the highest interest rate charged amongthe bank consortium, as per Common Loan Agreement.Note 2: All banks have sanctioned reduced Rate of Interest (ROI) 11.29% p.a. on monthly rest equivalent to 11.40% p.a. onquarterly rest w.e.f. 12th February, 2018 in line with the Financial Institutions .


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(iv) The particulars of delays in repayment of principal of term loans:


days)


Amount

a) Banks:Bank of Baroda (BOB) 0 to 90 1,058 0 to 90 1,058 Oriental Bank of Commerce (OBC) 0 to 90 982 0 to 90 982 Dena Bank 0 to 90 528 91 to 120* 528 Punjab National Bank (PNB) 0 to 90 3,938 0 to 90 3,866 Punjab & Sind Bank (PSB) 0 to 90 178 0 to 90 178 Canara Bank 0 to 90 1,931 91 to 120* 1,931 United Bank of India (UBI) 0 to 90 489 91 to 120* 489 b) Financial Institutions:Rural Electrification Corporation Limited (REC)

0 to 90 10,479 0 to 90

6,812

India Infrastructure Finance Company Limited (IIFCL)

0 to 90 1,923 91 to 120* 1,923

0 to 90 464 91 to 120* 306

Life Insurance Corporation of India (LIC) 0 to 90 1,140 91 to 120* 771 *All payments were made within 91 days

(v) The particulars of delays in payment of interest on term loans:


days)


Amount

a) Banks:Bank of Baroda (BOB) 0 to 30 415 0 to 30 -

30 to 60 374 30 to 60 163 61 to 90 153 61 to 90 937

91 to 120 - 91 to 120 304 Oriental Bank of Commerce (OBC) 30 to 60 232 30 to 60 78

61 to 90 156 61 to 90 722 91 to 120 160 91 to 120 257

Dena Bank 0 to 30 178 0 to 30 - 30 to 60 168 30 to 60 17 61 to 90 160 61 to 90 417

91 to 120 - 91 to 120 153 Punjab National Bank (PNB) 0 to 30 1,498 0 to 30 -

30 to 60 1,356 30 to 60 604 61 to 90 - 61 to 90 3,002

91 to 120 - 91 to 120 1,134 Punjab & Sind Bank (PSB) 0 to 30 69 0 to 30 -

30 to 60 - 30 to 60 17 61 to 90 - 61 to 90 128

91 to 120 - 91 to 120 50 Canara Bank 0 to 30 582 0 to 30 -

61 to 90 - 61 to 90 1,468 90 to 120 - 90 to 120 1,023


Name of the Lender


Name of the Lender


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United Bank of India (UBI) 0 to 30 189 0 to 30 - 30 to 60 157 30 to 60 19 61 to 90 - 61 to 90 403

91 to 120 - 91 to 120 167 b) Financial Institutions:Rural Electrification Corporation Limited (REC)

30 to 60 10,800 30 to 60 5,786

61 to 90 3,331 61 to 90 9,792 61 to 90 2,220 61 to 90 2,640

91 to 120 - 91 to 120 1,938 30 to 60 594 30 to 60 234 61 to 90 - 61 to 90 398

Life Insurance Corporation of India (LIC) 61 to 90 1,493 61 to 90 1,705

Note 3: Credit rating as per credit rating agency ICRA is D.




Retention money 263 80 Payable to related parties (refer note 37C(iii))

Security deposit payable towards rent 7 8 Total 270 88

17 Provisions - Non Current



Employee benefit provisions (refer note 25 and 31A)Provision for Gratuity 157 160 Provision for Compensated absences 156 181

Total 313 341

a) Provision for Gratuity



As per last Balance Sheet 160 195 Additions / (utilisations) during the year (3) (35) Closing Balance 157 160

b) Provision for Compensated absencesAs per last Balance Sheet 181 212 Additions / (utilisations) during the year (25) (31) Closing Balance 156 181

Total balance 313 341

India Infrastructure Finance Company Limited (IIFCL)Indian Renewable Energy Development Agency (IREDA)

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Employee Benefit Plans

i) Defined contribution plan

ii) Defined benefit plan

a) Key actuarial assumptions



Discount rate 7.65% 7.80%Expected rate of salary increases 8.00% 8.00%Mortality rates inclusive of provision for disability Retirement age 65 years 65 yearsWithdrawal rates

Up to 30 Years 7.00% 7.00%From 31 to 44 years 7.00% 7.00%Above 44 years 7.00% 7.00%

b) Change in present value of obligation As at 31st March, 2019


Present value of obligation as at the beginning of the period 225 210 Benefits Paid (1) (10)


47 40 Amounts recognised in other comprehensive income/IEDC (refer note (e) below)

Actuarial (gain) / loss arising from change in financial assumptions 2 (5)Actuarial (gain) / loss arising from experience adjustments 0 (10)

2 (15)

Present value of obligation as at the end of the period 273 225

c) Net liability recognised in Consolidated balance sheet As at 31st March, 2019


Present value of obligation as at the end of the period

273 225

Fair value of plan assets - - Net liability recognised in Consolidated balance sheet 273 225 Current 116 65 Non-current 157 160

Amounts recognised in Consolidated Statement of Profit and Loss/IEDC (refer note (d) below)

The Group makes contributions to defined contribution plans (Provident fund, Employee State Insurance, etc.) for qualifyingemployees. Under the scheme, the Group is required to contribute a specified percentage of the payroll costs to fund thebenefits. The total expenditure recognised in profit and loss during the year is INR 46 (Previous year INR 44).

Gratuity - In accordance with The Payment of Gratuity, 1972, the Group provides for gratuity under defined retirement benefitplan covering eligible employees. Employees who are in continuous service for a period of 5 years are eligible for gratuity. Theamount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computedproportionately for 15 days salary multiplied for the number of years of service without any maximum limit for Gratuitypayment. The gratuity plan is an unfunded plan.

100% of IALM (2006 - 08)

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d) Amounts recognised in Consolidated Statement of Profit and Loss For the year ended 31st March, 2019



47 40

e) Amounts recognised in Other Comprehensive Income For the year ended 31st March, 2019


Actuarial (gain) / loss arising from change in financial assumptions 2 (5) Actuarial (gain) / loss arising from experience adjustments 0 (10) Total amount recognised in Other Comprehensive Income 2 (15)

f) Sensitivity analysis of defined benefit plan As at 31st March, 2019


i) Impact of the change in discount ratePresent Value of Obligation at the end of the period 273 225 Impact due to increase of 0.50 % (7) (5) Impact due to decrease of 0.50 % 7 6

ii) Impact of the change in salary increasesPresent Value of Obligation at the end of the period 273 225 Impact due to increase of 0.50 % 7 6 Impact due to decrease of 0.50 % (7) (5)

Sensitivities due to mortality and withdrawals are not material hence impact of change not calculated.

g) Defined benefit liability and employer contributions As at 31st March, 2019


Weighted average duration (based on discounted cash flows) 10.35 years 10.52 years1 year 116 65 2 to 5 years 48 78 More than 5 years 109 82 Total 273 225

iii) Risk exposure

b) Discount rate: Reduction in discount rate in subsequent valuations can increase the plan's liability.

Total amount recognised in the Consolidated Statement of Profit and Loss

c) Mortality & disability: Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities

Sensitivities as to rate of inflation, rate of increase in pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable.

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Group is exposed to various risks as follows:-a) Salary increases: Actual salary increases will increase the Plan’s liability. Increase in salary increase rate assumption in future valuations will also increase the liability.

d) Withdrawals: Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact plan’s liability.

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18 Other Non Current Liabilities



Advance rent on security deposits received 1 1 Total 1 1

19 Financial Liabilities - Current

19.1 Trade Payables



32 -

5,533 3,030

Total 5,565 3,030




Current maturities of secured long-term debt* (refer note 16.1) 1,15,564 1,11,311 Interest accrued on borrowings 27,659 36,407 Security deposit payable towards rent 5 6 Capital creditors 14,043 12,103 Employee payables

To related parties (refer note 37(c)(v)) 39 33 Others 53 63

Retention money 3,310 3,789 Other payables to related parties (refer note 37(c)(i))** 216 1,339 Total 1,60,889 1,65,051

** Payable to State Government of Sikkim for share of 12% free power. Refer note 46.

(i) total outstanding dues of micro enterprises and small enterprises (Refer to Note No. 43) (ii) total outstanding dues of creditors other than micro enterprises and small enterprises

* Details in respect of loans availed, rate of interest, terms of repayment and particulars of security are disclosed in note 16.1.

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20 Provisions- Current



Employee benefit provisions (refer note 25 and 31A)Provision for gratuity 116 65 Provision for compensated absences 98 59

Other provisionsProvision for contractor claims* 35,501 35,501

Total 35,715 35,625



a) Provision for Gratuity As per last Balance Sheet 65 15 Additions during the year 52 60 Amount used during the year (1) (10) Closing Balance 116 65

b) Provision for Compensated absencesAs per last Balance Sheet 59 17 Additions during the year 56 58 Amount used during the year (17) (16) Closing Balance 98 59

c) Provision for contractor claimsAs per last Balance Sheet 35,501 - Additions during the year - 35,501 Amount used during the year - - Closing Balance 35,501 35,501

Total 35,715 35,625 21 Other Current Liabilities



Statutory Liabilities 474 522 Advance rent on security deposits received 1 1 Total 475 523

22 Current Tax Liabilities (net)



Income TaxAs per last Balance Sheet - - Additions during the year - - Amount adjusted during the year - - Closing Balance - - Less: Advance tax and tax deducted at source 390 358 Net Current Tax Liabilities (Net) (390) (358)Less: Classified under Non Current Tax Assets (net) (refer note 8) 390 358 Total - -

*Represents provision against claims made by contractors in lieu of idling charges due to stoppage of work, value engineeringclaims, cost relating to extension of time and interest against late payments created on the basis of management assessmenttowards probable outflow. Refer note 39B.1.

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23 Revenue from operations


March, 2019


March, 2018Revenue from contracts with customers

Sale of power 1,61,352 1,30,582 1,61,352 1,30,582

Refer note 46 for information on implementation agreement with Government of Sikkim.

(A) Impact of application of Ind AS 115 Revenue from Contracts with Customers

(B) Other disclosures under Ind AS 115

(ii) Disaggregation of revenue recognised in Statement of Profit and Loss


March, 2019


March, 2018 Sale of power 1,61,352 1,30,582 Revenue from contracts with customers 1,61,352 1,30,582


March, 2019


March, 2018 Contracted price 1,61,962 1,30,752 Less: Rebates (refer note (a) below) (610) (170)Revenue recognized in Consolidated Statement of Profit and Loss 1,61,352 1,30,582

(a) The Group pays rebate to its customers for early payment. The said rebate is in the nature of variable consideration and hence requires an adjustment to revenue.

This note explains the impact on adoption of Ind AS 115 Revenue from Contracts with Customers on the financialstatements of the Group. Effective 1st April, 2018, the Group has applied Ind AS 115 which replaces Ind AS 18 Revenueand Ind AS 11 Construction Contracts. The Group has applied Ind AS 115 retrospectively only to contracts that are notcompleted as at the date of initial application (i.e. 1st April, 2018), with the cumulative effect recognised as an adjustmentto the balance of Retained Earnings as at the date of initial application. The Group’s accounting policies for its revenuestreams are disclosed in Note 2.12. The application of Ind AS 115 does not have any significant impact on the financialposition and/or financial performance of the Group.

(i) The description of Group's contracts with customers and its performance obligations under those contracts is contained in Note 2.12

The entity determines transaction price based on expected value method considering its past experiences for rebates or significant reversals in the amount of revenue. Reconciliation of revenue recognized vis-a-vis revenue recognized Statement of Profit and Loss is as follows-

There was no impact on Consolidated balance sheet, equity, statement of profit and loss and earnings per share for the year ended March 31, 2019

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24 Other Income


March, 2019


March, 2018Interest income on financial assets at amortised cost:

Deposits with banks 225 1,556 Security deposits 7 6

Other non-operating incomeInterest on income tax refund - 14 Provisions written back 242 24 Gain on forex fluctuations (net) 3 - Miscellaneous income 0 -

477 1,600 Less: Transferred to Incidental expenditure incurred during construction period pending allocation (IEDC) (note 31) (1) (15)

Total 476 1,585

25 Employee Benefits Expenses


March, 2019


March, 2018Salaries, wages and bonus 1,541 1,462 Compensated absences 32 27 Contribution to provident funds & other funds 46 44 Gratuity expenses 47 40 Staff welfare expenses 84 100 Total 1,750 1,673

26 Finance Costs


March, 2019


March, 2018Interest expense:

on borrowings 1,16,881 1,33,833 on delayed payment of statutory dues 8 10

Other borrowing costs and bank charges 206 1,080 Unwinding of interest on retention money 27 13

1,17,122 1,34,936Less: Transferred to Incidental expenditure incurred during construction period pending allocation (IEDC) (note 31) (440) (1,348)

Total 1,16,682 1,33,588

27 Depreciation and Amortisation Expenses


March, 2019


March, 2018Depreciation of property, plant and equipment (note 3.1) 66,902 64,250 Amortisation of intangible assets (note 4.1) 54 54 Total 66,956 64,304

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28 Other Expenses


March, 2019


March, 2018Operation and maintenance 13,577 11,393 Design, Engineering, Project Management and Consultancy charges 850 4,167 Power Transmission and Selling expenses 10,858 12,232 Legal, professional and consultancy charges 472 338 Insurance (net of recoveries) 1,809 2,169 Travelling and conveyance 141 184 Rent (net) (refer note 40(b)) 473 477 Vehicle running and maintenance 80 87 Repairs and maintenance -Buildings 39 48 -Plant and machinery 2,797 3,890 -Others 3 3 Electricity and water expenses 221 125 Project development expenses 84 75 Security charges 199 162 Rates and taxes 27 15 Communication expenses 68 81 Payments to auditors # 36 36 Donations - 16 Advertisement expenses 1 1 Printing and stationery 9 11 Directors' sitting fee (refer note 37(B)) 9 9 Provision / Loss on sale of property, plant and equipment (net) 10 0 Loss on forex fluctuations (net) - 8 Miscellaneous expenses 27 26

31,790 35,553 Less: Transferred to Incidental expenditure incurred during construction period pending allocation (IEDC) (note 31) (850) (4,178)

Total 30,940 31,375

# Payment to auditors (including taxes) For the year ended 31st

March, 2019


March, 2018Payment to auditors comprise: As Auditor

- Statutory audit fees 18 18 - Tax audit fees 4 4

In Other Capacity- Taxation matters (GST audit) 2 2 - Other matters (certification fees) 11 12

Reimbursement of expenses 1 0 Total 36 36

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29 Tax Expense

29.1 Current tax For the year ended 31st

March, 2019


March, 2018Current tax on profits for the year - - Adjustments of current tax for prior periods - - Total current tax expense - -

29.2 Deferred taxDecrease (increase) in deferred tax assets (22,834) (19,721) (Decrease) increase in deferred tax liabilities 63 (5,426)

Net deferred tax (benefit) (22,771) (25,147)

Total carried forward to Consolidated Statement of Profit & Loss (22,771) (25,147)

(i) Reconciliation of tax expense and the accounting profit multiplied by India's tax rate:


March, 2019


March, 2018Accounting Profit before income taxes (54,500) (98,773) Applicable tax rate (%) 26.00% 25.75%Computed tax expense (14,170) (25,434) Tax effect of amounts which are not deductible/ (taxable) in calculating taxable income:

Items not deductible under income tax laws 4 7Expenditure / income not eligible for capitalisation under tax laws - 4 Items not taxable under income tax laws (63)

Difference in tax rate used to calculate deferred tax on temporary differences (8,544) 283 Others 2 (7)

(22,771) (25,147) ii) Amounts recognised directly in equity

Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited/(credited) to equity:Current Tax Nil NilDeferred tax Nil NilTotal Nil Nil

iii) Tax lossesUnused tax losses for which no deferred tax asset has been recognised Nil NilPotential tax benefit Nil Nil

30 Movement in Regulatory Deferral Account Balances


March, 2019


March, 2018a) Other expenses (242) - b) Amount of extended warranty of Project 1,097 3,871 Less: Amortised during the year (432) (390) Total 423 3,481Amount recognized in:--Consolidated Statement of Profit and Loss 423 3,481-Other Comprehensive Income - - Total 423 3,481

Tax (benefit)/ expense as recognised in Consolidated Statement of Profit and Loss

This note provides an analysis of the Company’s income tax expense, shows how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to the Company’s tax positions.

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ParticularsAs at

31st March, 2017



period

As at31st March,

2018

Incurred / (reversed) during the

period


period

As at31st March,

2019

A. Employee benefits expensesSalaries and wages 44 - (32) 12 - (3) 9 Gratuity and contribution to provident fund, ESIC 3 - (2) 1 - (0) 1 Staff welfare expenses 2 - (1) 1 - (0) 1 Total (A) 49 - (35) 14 - (3) 11 B. Depreciation and other expensesRent 20 - (15) 5 - (2) 3 Repairs and maintenance -Buildings 2 - (1) 1 - (0) 1 -Others 3 - (2) 1 - (0) 1 Insurance 48 - (33) 15 - (4) 11 Rates and taxes 0 - (0) (0) - (0) (0) Advertisement expenses 0 - (0) 0 - 0 0 Communication expenses 3 - (2) 1 - (0) 1 Printing and stationery 0 - (0) 0 - (0) 0 Travelling and conveyance 15 - (11) 4 - (1) 3 Death relief scheme 0 - (0) 0 - (0) 0 Training and development expenses 1 - (0) 1 - (0) 1 Project development expenses 186 11 (131) 66 (17) (24) 25 Consultancy and professional charges 14 - (10) 4 - (1) 3 Design, Engineering, Project Management and Consultancy charges

286 4,167 (3,742) 711 850 (1,282) 279

Security charges 5 - (3) 2 - (0) 2 Depreciation 44 - (31) 13 - (4) 9 Loss on forex fluctuations (net) 1 - 0 1 - - 1 Miscellaneous expenses 1 - (1) (0) - (0) (0) Total (B) 629 4,178 (3,982) 825 833 (1,318) 340

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ParticularsAs at

31st March, 2017



period

As at31st March,

2018

Incurred / (reversed) during the

period


period

As at31st March,

2019

C. Finance costsInterest on borrowings and others 2,965 1,328 (2,886) 1,407 421 (733) 1,095 Other borrowing cost and bank charges 33 10 (41) 2 11 (7) 6 Unwinding of interest on retention money 92 10 (68) 34 8 (10) 32

Total (C) 3,090 1,348 (2,995) 1,443 440 (750) 1,133

Total (A + B + C) 3,768 5,526 (7,012) 2,282 1,273 (2,071) 1,484

D. Current tax 1 - (1) (0) - (0) (0) Total (D) 1 - (1) (0) - (0) (0)

E. Income

Income from generation of electricity - precommissioning - - - - - - Interest income 17 15 (21) 11 1 (4) 8 Dividend income from mutual funds 0 - (0) 0 - (0) 0 Other income 3 - (2) 1 - (0) 1 Total (E) 20 15 (23) 12 1 (4) 9

Total (A+B+C+D-E) 3,749 5,511 (6,990) 2,270 1,272 (2,067) 1,475

Disclosed in:-a) Capital work-in-progress (refer note 3.2) 3,749 5,511 (6,990) 2,270 1,272 (2,067) 1,475

3,749 5,511 (6,990) 2,270 1,272 (2,067) 1,475

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32 Significant accounting judgements, estimates and assumptionsEstimates and assumptionsIn order to enhance understanding of the financial statements, information about significant areas of estimation, uncertaintyand critical judgements in applying accounting policies that may have the most significant effect on the amounts recognised inthe financial statements are included in the following notes:

Useful life of Property, Plant and Equipment and Intangible assetsThe estimated useful life of property, plant and equipment and intangible assets is based on a number of factors including theeffects of obsolescence, demand, competition and other economic factors (such as the stability of the industry and knowntechnological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from theasset. Useful life of the tangible/ intangible assets used for generation of power and all other assets acquired post COD isdetermined by the Central Electricity Regulatory Commission (CERC) Tariff Regulations as mentioned in part B of ScheduleII of the Companies Act, 2013 except for assets acquired prior to COD like building, roads, bridges, certain equipments, officeequipment, furniture and fixtures, vehicles and computer software etc. which are in accordance with Schedule II of theCompanies Act, 2013. Further, the useful life of mobile phones, laptops and computer peripherals is taken as 3 years on thebasis of technical assessment.

Recoverable amount of property, plant and equipment, capital work in progress, intangible assets and intangible assetsunder development The recoverable amount of property, plant and equipment, capital work in progress, intangible assets and intangible assetsunder development is based on estimates and assumptions, in particular the expected market outlook and future cash flowsassociated with the power project. There is no indication of impairment of assets as at each reporting date. Any changes inthese assumptions may have an impact on the measurement of the recoverable amount resulting in impairment.

TaxesDeferred tax assets are recognised for unabsorbed tax losses, unabsorbed depreciation and all deductible temporarydifferences, to the extent that it is probable that future taxable profit will be available against which they can be utilised.Management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon thelikely timing and the level of future taxable profits together with future tax planning strategies.

The Company has carried forward tax losses of INR 45,568 (Previous year: INR 45,567) and unabsorbed depreciation of INR81,865 (Previous year: INR 56,038). The Company has reviewed such tax losses, unabsorbed depreciation and deductibletemporary differences and determined that it is probable that sufficient future taxable profits will be available against whichsuch tax losses, unabsorbed depreciation and deductible temporary differences can be utilised. Thus, the Company hasrecognized a corresponding deferred tax asset on the same.

Any changes in these assumptions may have an impact on the measurement of the deferred taxes in future.

Post-retirement benefit plans (gratuity benefits)Employee benefit obligations are measured on the basis of actuarial assumptions which include mortality and withdrawal ratesas well as assumptions concerning future developments in discount rates, the rate of salary increase, the inflation rate andexpected rate of return on plan assets. The Company considers that the assumptions used to measure its obligations areappropriate and documented. However, any changes in these assumptions may have an impact on the resulting calculations.

Provisions and contingencies The assessments undertaken in recognising provisions and contingencies have been made in accordance with Ind AS 37,‘Provisions, Contingent Liabilities and Contingent Assets’. The evaluation of the likelihood of the contingent events has beenmade on the basis of best judgement by management regarding probable outflow of economic resources. Such estimation canchange due to unforeseeable developments.

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RevenueWith regard to Company's Joint Venture, revenue from transmission income is accounted for based on tariff orders notified bythe CERC. In case of transmission projects where final tariff orders are yet to be notified, transmission income is accountedfor as per tariff regulations and other orders of the CERC in similar cases. Differences, if any, are accounted on issuance offinal tariff orders by the CERC. Transmission income in respect of additional capital expenditure incurred after the date ofcommercial operation is accounted for based on expenditure incurred on year to year basis as per CERC tariff regulations.Accordingly, the Company's Joint Venture has recognized transmission income of INR 8,153 (previous year - INR 3,093).

Impairment of Trade and other receivables/advancesThe Company does not envisage impairment in the value of trade and other receivables/advances, except to the extent alreadyprovided for.

Investment in Joint VentureInvestment has been carried at costs and as per assessment by the Company, there is no indication of impairment on suchinvestments. Any changes in assumption may have a material impact on the measurement of the recoverable amount.

Insurance Claim RecoverableWith respect of Company's Joint Venture, the recoverable amount of insurance claims in respect of damages to Property, Plant& Equipment is based as per terms and conditions of insurance policies.

Recoverable Amount of Rate Regulated AssetsThe operating activities of the Company are subject to cost-of-service regulations whereby tariff charged for electricitygenerated is based on allowable costs like interest costs, depreciation, operation & maintenance including a stipulated return.Guidance Note on Rate Regulated Activities issued by the ICAI (previous GAAP) and Ind AS 114- ‘Regulatory DeferralAccounts’ permits an entity to include in the rate base, as part of the cost of self-constructed (tangible) fixed assets orinternally generated intangible assets, amounts that would otherwise be recognised as an expense in the ConsolidatedStatement of Profit and Loss in accordance with Ind AS. The Company estimates that items of regulatory deferral accountsrecognised in the financial statements are recoverable as per the CERC Tariff regulations. However, changes in CERC tariffregulations beyond the current tariff period may affect the recoverability of such balances.

Interest in Teestavalley Power Transmission LimitedTeestavalley Power Transmission Limited (TPTL) is a joint arrangement in which Teesta Urja Limited (TUL) currently owns71.77% (Previous year: 74.00%) of the ownership interest. As per the joint venture agreement between TUL and Power GridCorporation of India Limited, control over the "relevant activities" of TPTL is exercised jointly by both the companies. TPTL isstructured as a separate legal entity and both companies have an interest in the net assets of TPTL. Accordingly, TUL has classifiedits interest in TPTL as a joint venture.

Page 190 of 210



33 Fair value measurement

Financial instruments by categoryParticulars NoteFinancial assets measured at amortised costFinancial assets - non-currentSecurity deposits 6.1 59 111

6.1 - 209 Total Financial assets - non-current 59 320

Financial assets - currentTrade receivables 11.1 324 506 Cash and cash equivalents 11.2 121 2,403 Bank balances other than cash and cash equivalents 11.3 26 15,233 Loans to employees 11.4 2 2 Contractually reimbursable expenses 11.5 43 7 Security deposits 11.5 62 8 Total Financial assets - current 578 18,159

Total financial assets 637 18,479

Financial liabilities measured at amortised costFinancial liabilities - non-currentLong term borrowings 16.1 8,83,006 9,06,094 Retention money 16.2 263 80 Security deposit payable towards rent 16.2 7 8 Total Financial liabilities - non-current 8,83,276 9,06,182

Financial liabilities - currentTrade payable 19.1 5,565 3,030 Other financial liabilitiesCurrent maturities of long-term debt 19.2 1,15,564 1,11,311 Interest accrued on borrowings 19.2 27,659 36,407 Security deposit payable towards rent 19.2 5 6 Capital creditors 19.2 14,043 12,103 Employee payables 19.2 92 96 Retention money 19.2 3,310 3,789 Other payables to related parties 19.2 216 1,339 Total Financial liabilities - current 1,66,454 1,68,081

Total financial liabilities 10,49,730 10,74,263

(i) Fair value hierarchy


As any financial asset or liability does not fall under the category of either fair value through profit and loss (FVPL) or othercomprehensive income (FVOCI), therefore the Group has not made such classification. During the year, Group has not made anytransfer within the levels of fair value hierarchy.

This section explains the judgements and estimates made in determining the fair value of financial instruments that are:-(a) recognised and measured at fair value (b) measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financialinstruments into the following three levels prescribed under Ind AS 113 "Fair Value Measurements".


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Financial assets and liabilities measured at amortised cost, for which fair value are disclosed

NoteLevel 1 Level 2 Level 3 Level 1 Level 2 Level 3

Financial assetsSecurity deposits 6.1 59 - - 114

Deposits with banks with morethan 12 months maturity 6.1 - - 209 -

Financial liabilitiesLong term borrowings including current maturities 16.1, 19.2 - 9,98,570 - - 10,17,405 - Retention money 16.2 265 81 Security deposit payable towards rent 16.2 7 8

(ii) Fair value of financial assets and liabilities measured at amortised cost

Note Carrying value

Fair value Carrying value

Fair value

Financial assets - non currentSecurity deposits 6.1 59 59 111 114

6.1 - - 209 209 Total financial assets 59 59 320 323

Financial liabilities - non currentLong term borrowings (including current maturities) 16.1, 19.2 9,98,570 9,98,570 10,17,405 10,17,405 Retention money 16.2 263 265 80 81 Security deposit payable towards rent 16.2 7 7 8 8 Total financial liabilities 9,98,840 9,98,842 10,17,493 10,17,494


The carrying amounts of cash and cash equivalents, other bank balances, loans to employees, interest accrued on term depositwith banks, short term security deposits, contractually reimbursable expenses, short term borrowings, interest accrued onborrowings, retention money, trade payables, capital creditors, employee payables, short term security deposits and otherpayables are considered to be the same as fair values, due to their short term nature.

The fair value for security deposits (paid/received) and retention money was calculated based on cash flow discounted usingweighted average rate of Company's outstanding borrowings as at the reporting date. They are classified as level 3 fair value inthe fair value hierarchy due to the inclusion of unobservable inputs.

The carrying value and fair value of borrowings and deposits with banks with more than 12 months maturity has been consideredthe same amount since the interest rate approximates its fair value.



Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instrumentsand traded bonds that have quoted price. The fair value of all equity instruments including bonds which are traded in therecognised Stock Exchange and money markets are valued using the closing prices as at the reporting date.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniqueswhich maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significantinputs required to fair value an instrument are observable, the instrument is included in level 2. This includes long termborrowings (including current maturities) and deposits with banks with more than 12 months maturity

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.This includes security deposits (received/paid) and retention money.

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(iii) Valuation techniques and process used to determine fair values

34 Financial risk management

Measurement

Aging analysisCredit ratings

Cash flow managementSensitivity analysis

Sensitivity analysis

(A) Credit risk

Credit risk management

Market risk - foreign currency risk Recognised financial liabilitiesnot denominated in INR.

Foreign exchange rate variation is recovered through tariff as per CERC Regulation (to the extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAs being operationalized.

The Group's management identifies, evaluates and manages financial risk in close co-operation with the Group's operating units.The management covers specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excessliquidity.

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading toa financial loss. The Group is exposed to credit risk from its operating and financing activities, including trade receivables,deposits with banks, security deposits etc. Management monitors the credit risk on an ongoing basis. Credit evaluations areperformed on all customers requiring credit over a certain amount.

(i) Financial instruments and cash depositsThe Group considers factors such as track record, size of the bank, market reputation and service standards to select the bankswith which balances and deposits are maintained. Generally, the balances are maintained with the banks with which the Grouphas also availed borrowings. The Group invests surplus cash in short term deposits with scheduled banks.

Liquidity risk Borrowings and other liabilities

Availability of committed credit lines and borrowing facilities

Market risk - interest rate risk Long term borrowings at variable rates

1. Diversification of fixed rate and floating rates2. Refinancing3. Actual Interest is recovered through tariff as per CERC Regulation (to the extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAs being operationalized.

Credit risk Cash and cash equivalents, Trade receivables, financial assets measured at amortised cost

Diversification of bank deposits, credit limits

a) The Group values financial assets or financial liabilities using the best and most relevant data available. Specific valuationtechniques like discounted cash flow analysis is used to determine fair value of financial instruments.

b) The discount rate used to fair value financial instruments classified at Level -3 is based on the weighted average rate ofCompany's outstanding borrowings as at reporting date.c) As per Ind AS 109, financial liabilities (borrowings) that are subsequently measured at amortised cost are recognised initiallyat fair value minus transaction costs which are recognized over the period of the borrowings.

This note explains the sources of risk which the entity is exposed to and how the Group manages those risks.

Risk Exposure arising from Management

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(B) Liquidity risk

(i) Financing arrangementsThe Company had access to the following undrawn borrowing facilities at the end of the reporting period:

ParticularsAs at 31st

March, 2019As at 31st

March, 2018

Floating rateLong term borrowings 6,127 75,284 Total 6,127 75,284

(ii) Maturities of financial liabilitiesThe amounts disclosed in the table below are the contractual undiscounted cash flows. Balances due within 1 year is equal totheir carrying balances as the impact of discounting is not significant.

(ii) Trade receivablesThe Group extends credit to customers in normal course of business. The Group monitors the payment track record of thecustomers. Outstanding customer receivables are regularly monitored. The Group does not envisage either impairment in thevalue of receivables from customers or loss due to time value of money due to delay in realization of trade receivables. TheGroup assesses outstanding trade receivables on an ongoing basis considering changes in operating results and paymentbehaviour and provides for expected credit loss on case-to-case basis. As at the reporting date, Group does not envisage anydefault risk on account of non-realisation of trade receivables since it is primarily receivable from shareholder i.e. PTC India Ltdand amount has been subsequently realised. Accordingly, the Group has not applied the practical expedient of calculation ofexpected credit losses on trade receivables using a provision matrix.

(iii) Employee loansThe Group has given interest free loans to its employees which have been measured at amortised cost at Balance Sheet date. Therecovery of the loan is on fixed installment basis from the monthly salary of the employees. The loans are unsecured andmanagement has assessed the past data and does not envisage any probability of default on these loans.

(iv) Other assetsWith respect to certain contractually reimbursable expenses and other advances, the Group has assessed that the counter partyhas been unable to make payments for outstanding amounts as the amounts are disputed. Consequently the management believesit is prudent to provide for the specific allowance. The Group has made an allowance of INR 479 (Previous year: INR 479) forsuch outstanding amounts (refer note 11.5 and 12).

Liquidity risk is the risk that the Group may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

Liquidity risk managementPrudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of fundingthrough an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Dueto the dynamic nature of the underlying business, the Group maintains flexibility in funding by maintaining availability undercommitted credit lines.

Management monitors the Group's liquidity position (comprising the undrawn borrowing facilities below) and cash and cashequivalents on the basis of expected cash flows. In addition, the management projects the cash flows and considering the level ofliquid assets necessary to meet these, monitors the balance sheet liquidity ratios against internal and external regulatoryrequirements and maintaining debt financing plans.

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More than 5 years

Total

16.1,19.2 1,15,788 92,630 2,94,625 4,97,465 10,00,508 16.2,19.2 3,310 320 - - 3,630

16.2 5 - 9 - 14 19.1 5,565 - - - 5,565 19.2 27,659 - - - 27,659 19.2 14,043 - - - 14,043 19.2 92 - - - 92 19.2 216 - - - 216




More than 5 years

Total

16.1,19.2 1,11,545 92,628 2,89,044 5,26,322 10,19,539 16.2,19.2 3,789 98 - - 3,887

16.2 6 - 10 - 16 19.1 3,030 - - - 3,030 19.2 36,407 - - - 36,407 19.2 12,103 - - - 12,103 19.2 96 - - - 96 19.2 1,339 - - - 1,339

(C) Market risk

Security deposit payable towards rentTrade payablesInterest accrued on borrowingsCapital creditorsEmployee payablesOther payables to related parties

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such asequity price risk and commodity risk. Financial instruments affected by market risk include borrowings. Foreign currency risk isthe risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchangerates. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because ofchanges in market interest rates.

The Group operates in a regulated environment. Tariff of the Group is fixed by the Central Electricity Regulatory Commission(CERC) through Annual Fixed Charges (AFC) comprising the following five components:1. Return on Equity (RoE), 2. Depreciation, 3. Interest on Loans, 4. Operation & Maintenance Expenses and 5. Interest onWorking Capital Loans. In addition to the above, Foreign Currency Exchange variations and Taxes are also recoverable fromBeneficiaries in terms of the Tariff Regulations. Hence variation in interest rate and currency exchange rate variations arerecoverable from tariff and do not impact the profitability of the Group (to the extent of long term supply of power i.e. 88% oftotal capacity) and subject to PPA/PSAs being operationalized.

Retention money

Contractual maturities of financial liabilities as at 31st March, 2019BorrowingsRetention moneySecurity deposit payable towards rentTrade payablesInterest accrued on borrowingsCapital creditorsEmployee payablesOther payables to related parties

Contractual maturities of financial liabilities as at 31st March, 2018Borrowings

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Market risk management

(i) Interest rate risk

(a) Interest rate risk exposureThe Group's exposure to interest rate risk at the end of the reporting period is as follows

Note no. As at 31st March, 2019


Floating rate borrowings 16.1,19.2 9,98,570 10,17,405

(b) Sensitivity

For the year ended

March 31, 2019

For the year ended March

31, 2018

Interest rates - increase by 50 basis points* 5,136 5,288Interest rates - decrease by 50 basis points* -5,136 -5,288

* Holding all other variables constant

(ii) Foreign currency risk

(a) Foreign Currency Risk Exposure:The Group's exposure to foreign currency risk at the end of the reporting period expressed in INR are as follows :

Particulars (Euro in Lakhs)

Amount(INR)

(Euro in Lakhs)

Amount(INR)

Retention money* 13 1015 27 2187

*For Conversion at year end Value per Euro considered= INR 77.7024 (Previous year: INR 80.6222)

However there is no major impact on profit or loss for increase and decrease in interest rates, as the same is recoverable frombeneficiaries through tariff (to the extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAs beingoperationalized.

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currencythat is not the functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows.The Group is compensated for variability in foreign currency exchange rate through recovery by way of tariff adjustments underthe CERC Tariff Regulations (to the extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAsbeing operationalized.


Impact on loss before tax

The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefitobligation provisions and on the non-financial assets and liabilities. The sensitivity of the relevant item of the Statement ofConsolidated Profit and Loss is the effect of the assumed changes in the respective market risks. The Group’s activities expose itto a variety of financial risks, including the effects of changes in interest rates.

The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long term debt obligationswith floating interest rates. Further the Group refinances these debts as and when favourable terms are available. The Group isalso compensated for variability in floating rate through recovery by way of tariff adjustments under CERC tariff regulations (tothe extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAs being operationalized.

Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of change in interest rates. With all othervariables held constant, the following table demonstrates the impact of borrowing cost on floating rate portion of loans andborrowings.

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(b) Sensitivity

35 Capital management

(a) Risk management

Particulars Note no. As at 31st March, 2019


Total debt (a) 16.1, 19.2 9,98,570 10,17,405

Paid up Share Capital 14 3,20,539 3,20,539 Less: : share capital for investment in joint venture 5 (25,700) (25,852) Net paid up Share Capital (b) 2,94,839 2,94,687

Debt : Equity Ratio (a/b) 3.39 3.45 (77:23) (78:22)

(b) Loan Covenants:Under the terms of the major borrowing facilities, the Company is required to comply with the following financial covenants:-1. Debt: Equity Ratio should not be more than 79 : 212. The Shareholding of GoS should never fall below 51%.3. The Debt to be rated by an external rating agency.During the current and previous year, the Company has complied with the above loan covenants.

The primary objective of the Company’s capital management is to maximize the shareholder value. CERC Tariff Regulationsprescribe Debt : Equity ratio of 70:30 (or higher ratio permissible) for the purpose of fixation of tariff (presently Company's ratiois 79:21). Accordingly, the Company manages its capital structure to maintain the normative capital structure prescribed by theCERC. The Company's objective is to maintain the above debt to equity ratio. The Company monitors its capital using Debt : Equity ratio, which is total debt divided by net paid up share capital (includingshare application money, if any). The Debt : Equity ratio are as follows:

Note: For the purpose of the Company’s capital management, capital includes issued and subscribed capital (including shareapplication money, if any). Total debt represents total borrowings.

There is no major impact of foreign currency fluctuations on the profit / capital work-in-progress of the Group as these are eitheradjusted to the carrying cost of respective fixed asset/Capital Work-in-Progress or recovered through tariff as per CERC TariffRegulation 2014-19 (to the extent of long term supply of power i.e. 88% of total capacity) and subject to PPA/PSAs beingoperationalized.

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36 Segment information

37 Related party transactions

A. Names of related parties and description of relationship

Relationship Name of PartyUltimate Holding Entity Energy & Power Department, Government of Sikkim

Holding Company Sikkim Power Investment Corporation Ltd.

State Government of Sikkim

Joint Venture CompanyName of

CompanyPrincipal place of

operation

Principal activities

31st March, 2019

31st March, 2018

Teestavalley Power Transmission Limited (TPTL)

India Transmission of power

71.77%* 74.00%

Entities exercising significant influence Asian Genco Pte. Ltd, Singapore

Key Management Personnel (KMP)Mr. Shiv Kumar Aggarwal – Managing DirectorMr. Mulakala Surya Prakasa Rao – Executive DirectorMr. Himanshu Vishnoi- Chief Financial OfficerMr. Poonam Chand Jain- Company Secretary

Corporation Ltd. / Government of Sikkim Mr. Shiv Kumar Aggarwal – Managing DirectorMr. N.T. Bhutia (up to 31st July, 2018)Mr. K.B. Kunwar (w.e.f. 23rd August, 2018)

Nominee of Asian Genco Pte. Ltd. Mr. Amitava Sengupta (upto 23rd October, 2018)Mr. Dhanpal JhaveriMr. C.L. Thakur (w.e.f. 9th November, 2018)

Mr. Mulakala Surya Prakasa Rao – Executive Director

Independent directors Ms. Arti KantMr. Lalit Kumar Joshi

The Group’s activities constitute one business i.e. Power (comprising Generation and Transmission). Therefore the Group hasonly one operating segment. Further, the Group is having a single geographical segment as its power project and transmissionlines are located within India.

Majorly, revenue amounting to INR 161,352 (Previous year: INR 130,582) pertains to sale of power through PTC India Ltd.With respect to TPTL, revenue amounting to INR 8,153 (Previous year: INR 3,093) is earned from Central Transmission Utility(CTU) i.e. Power Grid Corporation of India Limited (PGCIL). However, revenue of TPTL has not been disclosed inConsolidated Statement of Profit and Loss since TPTL has been consolidated using equity method of accounting.

Entity having Control over Ultimate Holding Entity and Holding Company

Proportion of Ownership interest as at

Mr. Arvind Kumar- Executive Chairman

Mr. Arvind Kumar- Executive ChairmanNominee of Sikkim Power Investment

* As per the Shareholder's Agreement (SHA) of TPTL, the Company has right to hold 74.00% ownership interest in TPTL.However, due to allotment of shares to PGCIL against the right issue dated 1st June, 2018, the ownership interest in TPTL gotdiluted to 71.77% as on reporting date.

Nominee of Athena Projects Private Limited

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Mr. Sanjiv GargLimited Mr. V.K. Singh

Nominee of PTC India Ltd. Mr. Ajit Kumar (w.e.f. 20th December, 2017)

B. Summary of Transactions with the above related parties is as follows:


March, 2019


March, 2018Reimbursement of expenses / ReceivablesTeestavalley Power Transmission Limited 51 56

Managerial remunerationShort-term employee benefits 558 558 Post-employment benefits 12 12 Long-term employee benefits 4 2 Total Managerial Remuneration 574 572

Mr. Mulakala Surya Prakasa Rao 214 214 Mr. Shiv Kumar Aggarwal 203 203 Mr. Himanshu Vishnoi 114 112 Mr. Poonam Chand Jain 43 43 Total Managerial Remuneration 574 572

Other Transactions with KMPsSitting Fees to nominee/independent directors 9 9

C. Year end balances

ParticularsAs at

31st March, 2019

As at 31st March,

2018(i) Other Payable

State Government of Sikkim 216 1,339

(ii) Contractually Reimbursable Expenses / ReceivableTeestavalley Power Transmission Limited 31 6

(iii) Security Deposits RefundableTeestavalley Power Transmission Limited 7 8

(iv) Investment in Equity in Joint VentureTeestavalley Power Transmission Limited 25,700 25,852

(v) Managerial remuneration payableMr. Mulakala Surya Prakasa Rao 23 16 Mr. Himanshu Vishnoi 14 14 Mr. Poonam Chand Jain 2 3

D. Terms and conditions of transactions with related partiesThe transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions.Outstanding balances at the year-end are unsecured and settlement occurs on actual basis. The Group has not recorded anyimpairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial yearthrough examining the financial position of the related party and the market in which the related party operates.

Nominee of Rural Electrification Corporation

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38 Interests in other entitiesa) Interests in joint venture

Name of entity Place of business

% of ownership interest

Relationship Accounting method



Teestavalley Power Transmission Limited

India 71.77%*(Previous year -

74.00%)

Joint venture Equity method

25,700 25,852



25,065 24,507

21,903 22,584

Share of commitments in respect of: Capital commitments in respect of Property, plant and equipment (refer note 40(a)) 1,205 2,318 Capital commitments in respect of Operating lease obligations (refer note 40(b)) 67 65

c) Summarised financial information for joint venture

Summarised balance sheet



Current assetsCash and cash equivalents 1,067 6,812 Other assets 7,996 2,534 Total current assets 9,063 9,346 Total non-current assets 1,61,920 1,50,811

Regulatory Deferral Account Debit Balances 394 398

Total assets 1,71,377 1,60,555

Set out below is the joint venture of the Company as at 31st March, 2019. The entity listed below has share capital consistingsolely of equity shares, which is held directly by the Company. The country of incorporation or registration is also theirprincipal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held.

Carrying amount

Teestavalley Power Transmission Limited (TPTL) is involved in the business of implementation of 400 kV double circuittransmission line of 215 Kms and 400 kV Bays along with two line reactors. It is an unlisted entity so quoted prices are notavailable.

b) Commitments, contingent liabilities and contingent assets in respect of joint ventureShare of contingent liabilities incurred in respect of legal claims lodged against the Joint Venture (refer note 39)

The tables below provide summarised financial information for the Company's joint venture. The information disclosed reflectsthe amounts presented in the financial statements of the relevant joint venture and not the Company's share in those amounts.


* As per the Shareholder's Agreement (SHA) of TPTL, the Company has right to hold 74.00% ownership interest in TPTL.However, due to allotment of shares to PGCIL against the right issue dated 1st June, 2018, the ownership interest in TPTL gotdiluted to 71.77% as on reporting date.

Share of contingent assets in respect of legal claims lodged by the Joint Venture on other entities (refer note 39)

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Current liabilitiesFinancial liabilities (excluding trade payables) 29,449 13,329 Other liabilities 4,138 4,075 Total current liabilities 33,587 17,404

Non-current liabilities

Financial liabilities (excluding trade payables) 1,01,892 1,08,164 Other liabilities 89 52 Total non-current liabilities 1,01,981 1,08,216

Net assets 35,809 34,935

Reconciliation to carrying amountsAs at 31st March,

2019As at 31st March,

2018Opening net assets 34,935 35,589 Loss for the year (249) (652)Movement in Regulatory Deferral Account Balances (net of tax) (4) (3)Other comprehensive income (1) 1 Shares issued during the year 1,128 - Closing net assets 35,809 34,935 Company's share in % 71.77% 74.00%Carrying amount 25,700 25,852

Summarised Statement of Profit and Loss


March, 2019


March, 2018

Revenue from operations 8,153 3,093 Interest income 32 7 Total revenue 8,185 3,100

ExpensesEmployee benefit expenses 143 58 Finance costs 5,042 2,201 Depreciation & amortisation expenses 2,831 1,123 Other expenses 469 1,230 Total expenses 8,485 4,612 Profit / (Loss) before tax (300) (1,512) Tax expense (51) (860)

(249) (652) Movement in Regulatory Deferral Account Balances (net of tax) (4) (3)

(253) (655) Other comprehensive income (1) 1 Total comprehensive income (254) (654)

Loss for the year before movements in Regulatory Deferral Account Balances

Loss for the year after net movements in Regulatory Deferral Account Balances

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39 Contingent liabilities (to the extent not provided for)A. Bank Guarantees issued by Bank on behalf of the Company:

B. Claims against the Company not Acknowledged as Debt in respect of-

B.3 Disputed tax demand: Disputed Income Tax matters including TDS demand on TRACES, pending before variousappellate authorities amount to INR 336 (Previous year - INR 381). The amount is being disclosed as contingent liability asoutflow of resources embodying economic benefits is not probable or a reliable estimate of the amount required for settlingthe obligation cannot be made at this stage.

B.4. Contingent liability under BOCW Cess for Construction works of Teesta Stage-III Hydro-Electric project, for which theCompany is not responsible for liability under BOCW Cess and as per terms of the General Conditions of the Contract (GCC),“Contractors Consortium” led by M/s Navayuga Engineering Company Ltd is principally liable to pay, as "Contractor shall beresponsible for payment of all taxes/duties/levies etc. and the contract price are deemed to be inclusive of all suchtaxes/duties/levies etc.". The said taxes and duties includes Cess under BOCW Cess Act.

The Company has issued several reminders to contractors w.r.t. compliances under BOCW Cess Act. including payment ofdue amount, however same have not been complied with. Subsequently Company has informed to contractors for deduction ofthe BOCW Cess amount of approximately INR 4,474 up to 31st March 2019 (Previous year: INR 4,422) from the contractorsbills. However, contractors have obtained the stay from the Honorable District Court of East Sikkim, Gangtok for recovery ofthe same and further Honorable Court order was passed stating that all disputes between the Company and Contractor shall besettled through Arbitration as per the provision of Article 38 of General Condition of Contract. Now the matter is pendingunder Arbitration. Management has assessed and disclosed the same as contingent liability as outflow of resources embodyingeconomic benefits is not probable or a reliable estimate of the amount required for settling the obligation cannot be made atthis stage.

B.2 Claims by Erstwhile Owner’s engineer:The Company received a claim of INR 44,754 (Previous year: INR 44,754) from Energy Infratech Private Limited (EIPL) theerstwhile Design Engineering consultant due to non extension of the service contract. The Company also made a counterclaim of INR 14,076 (Previous year: INR 14,076). These claims are being contested by the company as being not admissiblein terms of provisions of respective contracts and matter is pending with Arbitration Tribunal. Company estimated INR44,754 as the amount of contingent liability as outflow of resources embodying economic benefits is not probable or a reliableestimate of the amount required for settling the obligation cannot be made at this stage.

a. Bank Guarantee for INR Nil (Previous year: INR 1,080) issued by Dena Bank in favour of PTC India Ltd valid up to 15thSeptember, 2018 in relation to sale of power as per Power Purchase Agreement (PPA). Subsequently original BG has beenreturned by PTC and cancelled.b. Bank Guarantee for INR Nil (Previous year: INR 41) and INR Nil (Previous year: INR 772) issued by Dena Bank in favourof The President of India, Acting through The Assistant/Deputy Commissioner of Customs, valid up to 28th December, 2018and 30th October, 2018, respectively in relation of import of equipment for the Project and further not extended.

c. Letter of Credit issued by Punjab National Bank in favour of Power System Operation Corporation Limited for INR 22 (Previous year: INR 22) valid up to 5th June, 2019 and further not extended.

d. Letter of Credit issued by Punjab National Bank in favour of Power System Operation Corporation Limited for INR Nil (Previous year: INR 2) valid up to 21st September, 2018 and further not extended.

B.1 Capital Works: The total unsettled claims of Civil Consortium (NEC-SEW-AIPL) and E&M Consortium (AndritzHydro Pvt. Ltd) due to idling of resources for work stoppage period, additional claims, value engineering, denial to siteaccess, extension of time and interest on delayed payments etc. amounts to INR 102,868 (Previous year - INR 102,868). TheOwner Engineer’s (OE) has verified all of the above claims and recommended INR 35,870 against the same. The OE verifiedand recommended claims needs to be reviewed by Lender’s Engineer (LE)/Lenders Financial Advisor (LFA) as per conditions of REC sanction for 3rd Cost Overrun. These verified claims are currently with Project Management Consultant (SJVNL) foradditional verification / certification as requested by the lenders. The Company has booked a provision of INR 35,870 as at31st March, 2018 based on probability of outflow of resources embodying economic benefits and estimated INR 66,998 as theamount of contingent liability i.e amounts for which company may be held contingently liable. In respect of such estimatedcontingent claims either outflow of resources embodying economic benefits is not probable or a reliable estimate of theamount required for settling the obligation cannot be made. Further, the total outstanding provision of INR 35,501 as at 31stMarch, 2019 (Previous year: INR 35,501) is made , after netting off the payment of INR 369 which has already been made tothe contractors, subject to final settlement with contractors as approved by the Board.

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C. Contingent liabilities with respect to Joint Venture

B.6. It is not practicable to ascertain and disclose the certainties and uncertainties relating to outflow in respect of the abovementioned contingent liabilities.

B.7. The management does not expect that the above claims/obligations (including under litigation), when ultimatelyconcluded and determined, will have a material and adverse effect on the Company’s result of operations or financial position.

B.5. PGCIL has filed the Petition for determination of transmission tariff from Commercial Operation for Teesta III –Kishanganj Line (Lilo – I) at Rangpo and associated bays at Rangpo sub-station under Sikkim Generation Projects- Part B inEastern Region. It is stated that PGCIL completed the works under its scope in March 2016, so as to match it withcommissioning of Teesta –III HEP generation and TPTL transmission line and inter-alia prayed for consideration of revisedapportioned cost of INR 13,400 for determination of final tariff. On 5th September, 2018, Hon’ble CERC passed the Order inaforesaid Petition No. 123/TT/2017 and imposed the IDC and IEDC for the period 11th March, 2016 to 25th November, 2016on TPTL and the Company in the ratio of 1:1. Accordingly, PGCIL raised a claim for bilateral arrears amounting to INR 575on the Company dated 1st November, 2018. While passing the Order dated 5th September, 2018 by CERC, in addition to INR575 claim raised by PGCIL vide invoice dated 1st November, 2018 transmission charges of INR 275 (between 26thNovember 2016 upto 16th January 2017) has also been levied on the Company on 1st November, 2018. Being aggrieved bythe said order of the CERC, the Company has filed an appeal before Appellate Tribunal for Electricity (‘APTEL’) on 30thOctober, 2018, as in view of the management, Company neither signed or executed any agreement with PGCIL nor given anyconfirmation in this regard, and accordingly the Company is not supposed to be a party to this case. Further, management hasassessed and is confident for the positive outcome in favour of the Company based on the facts of the case. Hence, theCompany has disclosed the same as contingent liability as outflow of resources embodying economic benefits is not probableor a reliable estimate of the amount required for settling the obligation cannot be made at this stage.

C.1. Claims of INR 24,294 (Previous Year INR 24,294) of erstwhile contractors of Teestavalley Power Transmission Limited(TPTL), the Joint venture (JV) of the Company on account of dispute w.r.t. termination of the contract during 2014-15 andencashment of the Bank Guarantees (BG) amounting to INR 3,830 (Previous year INR 3,830) by TPTL. Thereafter, mattergone under dispute and erstwhile contractors has raised the above mentioned claims of TPTL on account of loss due toencashment of BG and termination of contract. Further TPTL has also raised the counter claim of INR 30,519 (Previous YearINR 30,519) on erstwhile contractors on account of non-completion of contract within the given time, shortage of materialand risk and cost involved in the contracts given to the new contractors.

The matter is under the arbitration but claims and counter claims have not yet been filed before the Arbitrator as in terms ofclause no. 9 of Share Purchase Agreement (SPA) dated 6th August, 2015 between GoS and other shareholders of theCompany, all the shareholders of the Company have agreed to settle all the pending issues which TPTL has with its erstwhileContractor therefore TPTL and its erstwhile Contractor mutually decided to keep the arbitration proceedings in abeyance.

Further, the Company has constituted a committee for settlement of dispute and review of the claims. The said Committee hassubmitted its report which was reviewed by a Committee constituted by GoS. The said committee has given its report andrecommended conditional payment of the claims of the TPTL erstwhile contractors to the extent of INR 10,980 out of the netsavings in the 3rd cost overrun project cost and rejected the balance claims made by them provided TPTL decide to pay thefull cost of the equipment’s and take possession of the same or pay part cost of the equipment’s in consultation with theContractor to retain the possession of the equipment’s otherwise the admissible claim will be INR 10,138 (Previous year INR10,138). Moreover Committee has recommended that the said settlement of payment would only be made after erstwhilecontractor (M/s DCIL-AIPL) of TPTL gives an undertaking that this is full and final settlement of their claims and theysurrender their right of any judicial review or arbitration with the Company /TPTL/GoS in future.

Further, as the project has achieved the COD on 2nd February, 2019, the Board of TPTL has decided to reconstitute theArbitral Tribunal to proceed with arbitration.

The amount recoverable from erstwhile contractor under risk and cost for completion of the project is yet to be assessed.

C.2 Contractors have lodged claims aggregating to INR 492 (Previous year - INR 280) against the Joint Venture of theCompany on account of idling charges. These claims are being contested by the Joint Venture Company as being notadmissible in terms of provisions of the respective contracts. The management of the Joint Venture Company has assessedthat in respect of such claims, outflow of resources is not probable.

C.3. Disputed Entry Tax matter under West Bengal VAT Act is pending before appellate authorities amount to INR 8(Previous year - INR 8). The management of the Joint Venture Company has assessed that in respect of such tax demands,outflow of resources is not probable.

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D. Contingent assetsContingent Assets are summarized below:-

Counter claims lodged by the Company on other entities:-

40 Commitmentsa) Capital commitmentsWith respect to the Company:-

With respect of Company’s Joint Venture:-

b) Other Commitments:i) Operating lease obligations

ParticularsFor the year

ended 31st March, 2019


2018 532 542

Less: Lease payments received under operating sub-leases (59) (65) 473 477

Particulars As at31st March, 2019


Within one year 279 282 Later than one year, but not later than five years 302 580 Later than five years - - Total 581 862

ii) Estimated amount of other service and operational contracts including operation and maintenance remaining to be executedfor the subsequent period after 31st March, 2019 is INR 57,539 [Including GST] (Previous year: INR 62,454).

Estimated amount of other commitments related to sales/procurements of goods and services made in the normal course of thebusiness of the Company are not disclosed to avoid excessive details.


(i) Aggregate lease payments made under operating leases during the year recognised in Consolidated Statement of Profit andLoss is INR 473 (Previous year: INR 477)

The Company has lodged counter claims aggregating INR 14,076 (Previous year: INR 14,076) against claims of other entities.These claims have been lodged on the basis of contractual provisions and are being contested at arbitration tribunal/otherforums.

Estimated amount of contracts remaining to be executed on capital account and not provided for on Property, plant and equipment - INR 1,612 (Previous year: INR 3,460) (net of advance - INR 144 (Previous year: INR 144))

The Company has entered into leasing arrangements in respect of operating leases for land and premises. These leasingarrangements for premises are cancellable between 11 months and 5 years generally, and are usually renewable by mutualconsent on mutually agreed terms. Further, the Company has sub-let additional space in the premises which has been adjustedagainst the lease payments as follows:

Lease payments under operating leases

Net Lease payments (Refer note (i)

Estimated amount of contracts (on property, plant and equipment) remaining to be executed on capital account and notprovided for net of advances is INR 1,679 (Previous year: INR 3,132)

C.4. CERC while determining the Transmission Tariff for Loop-in & Loop-out (LILO) of one Circuit of 400 kV D/C Teesta-III HEP - Kishanganj transmission line at Rangpo sub-station of PGCIL vide its Order dated September 5, 2018 under Petition no. 123/TT/2017 imposed INR 575 as bilateral charges payable to PGCIL. The Company has filled an appeal before the Appellate Tribunal for Electricity (APTEL) and the Company has also filed an appeal for stay of said demand. The appeal has been admitted and the matter is pending for disposal. The management has been advised that the demand is not tenable, therefore no provision has been made.

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Operating lease obligations

Particulars As at31st March, 2019


Within one year 54 40 Later than one year, but not later than five years 40 48 Later than five years - -

94 88

41 Earnings per shareFor the year

ended 31st March, 2019


2018Loss for the year- Before movements in Regulatory Deferral Account Balances (31,877) (74,109) -After movements in Regulatory Deferral Account Balances (31,457) (70,630)

Weighted average number of equity shares 3,20,53,87,800 3,20,53,87,800

(a) Basic earnings / (loss) per share- Before movements in Regulatory Deferral Account Balances (0.99) (2.31) -After movements in Regulatory Deferral Account Balances (0.98) (2.20)

(b) Diluted earnings / (loss) per share*- Before movements in Regulatory Deferral Account Balances (0.99) (2.31) -After movements in Regulatory Deferral Account Balances (0.98) (2.20)

*There are no dilutive potential equity shares

42 Remuneration paid to the Directors:With respect to the Company:-The Company filed application/s to the Central Government (CG) / Ministry of Corporate Affairs (MCA) in the month ofMarch, 2016 for waiver of excess remuneration paid to Mr. S. K. Aggarwal, Managing Director (MD) amounting to INR 236for the period from 1st April, 2014 to 5th August, 2015 and Mr. MSP Rao, Executive Director (ED) amounting to INR 420for the period from 1st April, 2013 to 5th August, 2015 out of which approval from MCA for payment of remuneration ofINR 187 to Executive Director for Financial Year 2013-14 was received. For balance excess remuneration, MCA has rejectedboth the applications vide its letters dated 7th September, 2017 on the ground that the Company has failed to recover theexcess remuneration paid during the financial years 2011-12 and 2012-13, over and above the approval of Ministry.

Thereafter, the matter was placed before the Nomination and Remuneration Committee and Board for further directions on thematter from time to time. In between, the provision of section 197 has been amended by the Companies (Amendment) Act,2017 and as per amended provision, power to waive excess remuneration is being given to the shareholders of the Company in place of approval of CG. Accordingly, as per the directions of the Board of Directors, the Company obtained No ObjectionCertificates (NOCs) from all the lenders for payment of remuneration for the Financial Years 2011-12 and 2012-13 and thematter was placed before the Shareholders of the Company in the Extraordinary General Meeting (EGM) held on 17th June2019. In the said EGM, the Shareholders have approved the waiver of recovery of excess remuneration paid to Mr. S. K.Aggarwal, Managing Director, and Mr. MSP Rao, Executive Director, for the Financial Years 2011-12, 2012-13 and for theperiod from 1st April, 2014 to 5th August, 2015 in terms of MCA Letter dated 7th September, 2017 in accordance withSection 197 of the Companies Act, 2013, as amended by the Companies (Amendment) Act, 2017.

Accordingly, the remuneration paid to Mr. S. K. Aggarwal, Managing Director, and Mr. MSP Rao, Executive Director, standsregularized in compliance of the provisions of Section 197 of Companies Act, 2013, as amended by the Companies(Amendment) Act, 2017.

Total

With respect of Company’s Joint Venture:-


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43 The details relating to micro, small and medium enterprises are as follows:-



32 - - -

- -

- -

- -

- -

44

45 Balances of various parties are subject to reconciliation and their confirmation.

46

Based on information available with the Company, there are few suppliers/service providers who are registered as micro,small or medium enterprise under The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006).Information in repect of micro and small enterprises as required by MSMED Act, 2006 is given as under:

(a) the principal amount and the interest due thereon remaining unpaid to any supplier at the end of each accounting year.

As per the implementation agreement with the GOS, 12% of the generated power is to be given as free power to GOS for thefirst 15 (fifteen) years and thereafter 15% upto 35 (thirty five) years. The Company has the right of sale for only 88% (85%after 15 years) of the generated power and against which CERC tariff will be obtained on the total project cost and the sameshall be appropriately recovered. Further, the Company has entered into Power Purchase Agreement (PPA) with PTC on 28thJuly, 2006 with the mandate to PTC to tie up the sale of at least 70% of the power on long term basis and balance capacity onmerchant basis. In turn PTC has entered into back to back Power Sale Agreements (PSAs) with four State beneficiaries (UttarPradesh, Rajasthan, Punjab and Haryana) for long term supply of 70% of the power. Pending final approval of tariff for theperiod 2014-19 by CERC, Interim tariff has been granted by CERC which works out to INR 4.68 (in Rupees) per Unit basedon Annual Fixed Cost (AFC) for the year from 1st April, 2018 to 31st March, 2019 for sale of power by the Company duringthe FY 2018-2019. Two State beneficiaries (Uttar Pradesh and Rajasthan) have operationalized their PSA’s on 7th March,2018 and 13th February, 2019 and started scheduling the contracted power from the 12th May, 2018 and 23rd February, 2019respectively after operationalization of Long Term Access. Further, during the year, the generated power has been sold underthe Indian Energy Exchange (IEX), under PSAs with Uttar Pradesh and Rajasthan and under short term bilateral transactions.Revenue from sale of power is recognized as per the interim tariff decided by the CERC for the long-term PSAs which havebeen operationalized by the State beneficiaries (Uttar Pradesh and Rajasthan) and for balance power, based on the rates atwhich power is actually sold under the IEX and short term bilateral transactions as the long-term PSAs with other two Statebeneficiaries (Punjab and Haryana) could not get operationalized and they have not scheduled the power during the year. Themanagement is making efforts for operationalizing the PSAs with other two State beneficiaries. The Company has recognisedits net revenue share of 88% of total power sale as 12% free power is pertaining to GoS. (Refer note 19.2 and 37C).

- Principal amount due to micro and small enterprises- Interest due on above

As per letter no. TUL/HR/0005/19-20/0002/894 dated 28th June, 2019 received from Energy and Power Department,Government of Sikkim, the Company is continuing the services of existing employees / professionals till 30th June, 2020.

(b) the amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006), along with the amount of the payment made to the supplier beyond the appointed day during each accounting year.

(c) the amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006.

(d) the amount of interest accrued and remaining unpaid at the end of each accounting year.(e) the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprises, for the purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.

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47 Assets hypothecated as securityThe carrying amounts of assets hypothecated as security for borrowings are:Particulars Note As at As at

31st March, 2019 31st March, 2018CurrentFinancial assetsFirst charge

Trade receivables 11.1 324 506 Cash and cash equivalents 11.2 121 2,403 Bank balances other than cash and cash equivalents 11.3 26 15,233 Loans 11.4 2 2 Others 11.5 105 15

Non-financial assetsInventories 10 254 13 Other current assets 12 1,866 2,937

Total current assets hypothecated as security 2,698 21,109

Non-currentNon-financial assetsFirst charge

Property, plant and equipment 3.1 11,85,338 12,43,052 Capital work-in-progress 3.2 3,698 6,169 Intangible assets 4.1 1,751 1,801 Non Current Tax Assets 8 390 358 Other non-current assets 9 4,578 4,724

Financial assetsSecurity deposits 6.1 59 111 Deposits with banks with more than 12 months maturity 6.1 - 209

Total non-currents assets hypothecated as security 11,95,814 12,56,424

Total assets hypothecated as security 11,98,512 12,77,533

48 Regulatory deferral accountsThe Company is principally engaged in the business of generation of hydro power. The price (tariff) to be charged by theCompany for electricity sold is determined by Central Electricity Regulatory Commission (CERC) under applicable CERC(terms & conditions of tariff) Regulations. The said price (tariff) is based on allowable costs like interest costs, depreciation,operation & maintenance and Return on Equity. This form of rate regulation is known as cost-of-service regulations. Thebasic objective of such regulations is to give the entity the opportunity to recover its costs of providing the goods or servicesplus a fair return.

For the purpose, the Company made an application to CERC based on capital expenditure incurred duly certified by theAuditors or already admitted by CERC or projected to be incurred upto the date of commercial operation and additionalcapital expenditure duly certified by the Auditor or projected to be incurred during tariff year. The tariff determined by CERCis recovered from the customers (beneficiaries) on whom the same is binding.

The above rate regulation does result into creation of right (asset) or an obligation (liability) as envisaged in the accountingframework which is not the case in other industries. Guidance Note on Accounting for Rate Regulated Activities (previousGAAP) issued by the ICAI is applicable to entities that provide goods or services whose prices are subject to cost-of-serviceregulations and the tariff determined by the regulator is binding on the customers (beneficiaries). As per guidance note, aregulatory asset is recognised when it is probable (a reasonable assurance) that the future economic benefits associated with itwill flow to the entity as a result of the actual or expected actions of the regulator under applicable regulatory framework andthe amount can be measured reliably.

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Regulatory asset created / (reversed) in relation to: As at 31st March, 2018

During the year ended 31st March,

2019


1,159 - 1,159 Finance costs & other charges 143 - 143 Other expenses 8,196 (242) 7,954 Other income (36) - (36)Re-measurement of Defined Benefit Plan 2 - 2 Amount of extended warranty of Project 3,871 1,097 4,968 Total 13,335 855 14,190 Less: Amortised during the year (418) (432) (850)Net Regulatory asset 12,917 423 13,340

Regulatory asset created in relation to: As at 31st March, 2017

During the year ended 31st March,

2018


1,159 - 1,159 Finance costs & other charges 143 - 143 Other expenses 8,287 (91) 8,196 Other income (36) - (36)Re-measurement of Defined Benefit Plan 2 - 2 Amount of extended warranty of Project - 3,871 3,871 Total 9,555 3,780 13,335 Less: Amortised during the year (28) (390) (418)Net Regulatory asset 9,527 3,390 12,917

As explained above, all operating activities of the Company (except merchant power sale) are subject to cost-of-serviceregulations as it meets the criteria set out in the guidance note and is hence applicable to the Company.

The guidance note also provides that in some cases, a regulator permits an entity to include in the rate base, as part of the costof self-constructed (tangible) fixed assets or internally generated intangible assets, amounts that would otherwise berecognised as expense in the Statement of Profit and Loss in accordance with Accounting Standards.

With effect from 1st April, 2016, such rate regulated items were accounted for as per Ind AS 114 ‘Regulatory DeferralAccounts.’ Ind AS 114 allows an entity to continue to apply previous GAAP accounting policies for the recognition,measurement, impairment and derecognition of regulatory deferral account balances. For this purpose, Guidance Note of theICAI on ‘Accounting for Rate Regulated Activities’ shall be considered to be the Previous GAAP.

a) Regulatory Deferral Account balances in respect of Power projectThe Company had analysed the nature of expenses debited to the Profit and Loss Account and where it was a reasonableassurance that the expenses is directly or indirectly incurred for creation of the project only and it will be allowed whiledetermining the tariff by CERC, the Company had created regulatory deferral account asset (net) amounting to INR 3,780during the previous year. Further, during the current year the Company has created additional regulatory deferral accountasset (net) amounting to INR 855 (Refer note 13 and 30 for further details).

After Commercial Operation Date (COD) of the power project, the Regulatory Deferral Accounts in respect of the powerproject have been amortized over the life of the Project, i.e. 35 years.



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49 Previous year's figures have been regrouped / reclassified wherever necessary to conform to the current year's classification. Such regroupings/reclassifications had no material effect on the Consolidated Statement of Profit & Loss, Consolidated Balance Sheet, Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Equity.

a) Demand Risk: Recovery of the Regulatory Deferral Account Balances shall be by way of depreciation through tariff.Accordingly, the same is affected by the normal risks and uncertainties impacting power generation income on non-operationalization of Power Purchase Agreement (PPAs)/ Power Sale Agreements (PSAs).

b) Regulatory Risk: 1) Tariff Regulations 2014-19 allows consequential costs leading to cost escalation impacting Contract prices, Interest duringConstruction (IDC) and Incidental Expenditure during Construction (IEDC) in force-majeure situations. Any changes in tariffregulations beyond the current period regarding admissibility of costs in force-majeure situations may affect the creation andrecovery of these regulatory deferral balances.

2) Tariff regulations further provide that if the delay is not attributable to the generating Company but is due to uncontrollablefactors, IEDC may be allowed after due prudence check. Any disallowance of expenditure after prudence check can affect therecoverability of the regulatory deferral account balances being created.

Certain risks and uncertainties might affect the future recovery of the Regulatory Deferral Debit balances. These are:

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50 Statutory Group Information

Name of the entity in the Group

Amount As % of Consolidated

Net Assets


Profit and Loss


Other Comprehensive

Income

Amount As % of Consolidated Total

Comprehensive Income

ParentTeesta Urja Limited 2,03,713 100.56% (31,307) 99.52% (1) 50.31% (31,308) 99.52%

Joint venture (Investment as per equity method)


(1,133) -0.56% (151) 0.48% (1) 49.69% (152) 0.48%

Total equity 2,02,580 100.00% (31,458) 100.00% (2) 100.00% (31,460) 100.00%

* Including Movement in Regulatory Deferral Account Balances

Name of the entity in the Group


Net Assets


Profit and Loss


Other Comprehensive

Income

Amount As % of Consolidated Total

Comprehensive Income

ParentTeesta Urja Limited 2,35,021 100.42% (70,145) 99.31% 11 93.60% (70,134) 99.31%

Joint venture (Investment as per equity method)


(981) -0.42% (485) 0.69% 1 6.40% (484) 0.69%

Total equity 2,34,040 100.00% (70,630) 100.00% 12 100.00% (70,618) 100.00%

* Including Movement in Regulatory Deferral Account Balances



For Bansal Sinha & Co For and on behalf of the Board of DirectorsChartered Accountants Chartered AccountantsFRN : 006184N FRN : 005223C

Sd/- Sd/- Sd/- Sd/-Hari Ubriani Pradeep Kumar Gupta S.K.Aggarwal MSP RaoPartner Partner Managing Director Executive DirectorM. No. : 084437 M. No. : 072933 DIN : 02628774 DIN : 00482071

P C Jain

M No : A5875




Himanshu VishnoiChief Financial Officer Company Secretary

Share in Consolidated Other Comprehensive

Income

Share in Consolidated Total Comprehensive income

Consolidated Net Assets, i.e. Total Assets minus Total

Liabilities

Share in Consolidated Profit and Loss *

Share in Consolidated Other Comprehensive

Income

Share in Consolidated Total Comprehensive income

Consolidated Net Assets, i.e. Total Assets minus Total

Liabilities

Share in Consolidated Profit and Loss *

Sd/- Sd/-

For P V A R & Associates

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