190
th 10 Annual Report (2018-19) WALWHAN RENEWABLE ENERGY LIMITED
th10 Annual Report (2018-19)
WALWHAN RENEWABLE ENERGY LIMITED
CORPORATE INFORMATIONth(As on 12 July 2019)
BOARD OF DIRECTORS Mr. Ashish Khanna,
Mr. Sanjay Bhandarkar
Mr. Zarir Panthaky
Mrs. Anjali Kulkarni
Mr. Mahesh Paranjpe, CEO & ED
Chairman
EXECUTIVES Mr. Behram MehtaChief Financial Officer
Mr. Santosh C.R.Company Secretary
STATUTORY AUDITORS M/s. S R B C & Co. LLPChartered Accountants
INTERNAL AUDITORS The Tata Power Company Limited
COST AUDITORS M/s. HCB & Co.Cost Accountants
BANKERS State Bank of IndiaKotak Mahindra Bank LimitedIndusind Bank Limited
REGISTERED OFFICE C/o. The Tata Power Company LimitedCorporate Centre B, 34 Sant Tukaram Road Carnac Bunder, Mumbai - 400 009Tel. +91 22 6717 1000Fax. +91 22 6717 1950E-mail: [email protected] Website: www.tatapowerrenewables.com
CORPORATE IDENTITY NUMBER (CIN) U40103MH2009PLC197021
1Corporate Information |
Date TimeVenue
:::
thMonday, 15 July 2019 2.00 p.m.Conference Room The Tata Power Company Limited
thCorporate Center, 'B' Block, 6 Floor34 Sant Tukaram Road, Carnac BunderMumbai - 400 009
CONTENTS
Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annexures to the Board’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Financial Statements
Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annexure to the Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statement of Profit and Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Standalone Financial Statements
Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annexures to the Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statement of Profit and Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Attendance Slip/Proxy Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
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185
th10 Annual General Meeting
2 | Contents
3Notice |
NOTICE
NOTICE IS HEREBY GIVEN THAT THE TENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF WALWHAN RENEWABLE ENERGY thLIMITED will be held at shorter notice on Monday, 15 July 2019 at 2.00 p.m. at the Conference room, The Tata Power Company Limited,
thCorporate Center, 'B' Block, 6 Floor, 34 Sant Tukaram Road, Carnac Bunder, Mumbai - 400 009, to transact the following business:Ordinary Business:
st1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31 March 2019, together with the Reports of the Board of Directors and the Auditors thereon.
2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended st31 March 2019, together with the Report of the Auditors thereon.
3. To appoint a Director in place of Mr. Ashish Khanna (DIN: 06699527), who retires by rotation and, being eligible, offers himself for re-appointment.
Special Business:4. To appoint Mr. Zarir Panthaky as a Director and as an Independent Director of the Company
To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:"RESOLVED that Mr. Zarir Panthaky (DIN: 03541849), who was appointed as an Additional Director of the Company with effect from
th12 July 2019 by the Board of Directors and who holds office upto the date of this Annual General Meeting of the Company under Section 161(1) of the Companies Act, 2013 ('the Act') and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member proposing its candidature for the office of Director, be and is hereby appointed as a Director of the Company.RESOLVED FURTHER that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Act and the Rules made thereunder, as amended from time to time, read with Schedule IV to the Act, Mr. Zarir Panthaky (DIN: 03541849), a Non-Executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the
th thCompany, with effect from 12 July 2019 upto 11 July 2021."5. Ratification of Cost Auditors' remuneration
To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:"RESOLVED that pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company hereby ratifies the remuneration of ̀ 0.35 lakh plus applicable taxes and out-of-pocket expenses, if any, incurred in connection with the audit, payable to M/s. HCB & Co., who are appointed as Cost Auditors to conduct the audit of cost records maintained by the Company for the financial year 2019-20."
NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF
HIMSELF AND A PROXY NEED NOT BE A MEMBER. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
2. A proxy in order to be valid, must be signed, dated, properly stamped and deposited either in person or through the post so as to reach the Company at its Registered Office at least 48 hours before the commencement of the meeting.
3. The relevant Statement pursuant to the provisions of Section 102(1) of the Companies Act, 2013 in respect of the Special Business at Item Nos.4 and 5 is annexed hereto.
4. Attached is a Proxy Form with instructions for filling, stamping, signing and depositing the Proxy Form.5. Corporate members are requested to send a duly certified copy of the Board resolution authorizing their representative to attend
and vote at the meeting. 6. Relevant documents referred to in the Notice and the accompanying Statement are open for inspection by the members at the
Registered Office of the Company on all working days, during business hours up to the date of the Meeting.
By Order of the Board of Directors For Walwhan Renewable Energy Limited
Santosh C.RCompany Secretary
ICSI Membership No. A20179
Mumbai, July 12, 2019
Registered Office:C/o. The Tata Power Company LimitedCorporate Center B, 34 Sant Tukaram Road Carnac Bunder, Mumbai 400 009
CIN: U40103MH2009PLC197021
EXPLANATORY STATEMENT
By Order of the Board of Directors For Walwhan Renewable Energy Limited
Santosh C.RCompany Secretary
ICSI Membership No. A20179
Mumbai, July 12, 2019
Registered Office:C/o. The Tata Power Company LimitedCorporate Center B, 34 Sant Tukaram Road Carnac Bunder, Mumbai 400 009
CIN: U40103MH2009PLC197021
As required by Section 102 of the Companies Act, 2013 ('the Act'), the following Explanatory Statement sets out all material facts relating thto the business mentioned under Item Nos. 4 and 5 of the accompanying Notice dated 12 July 2019:
Item No.4: In terms of Section 149 of the Act read along with the Companies (Appointment and Qualifications of Directors) Rules, 2014, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the members, the Board of Directors
thon 12 July 2019, appointed Mr. Zarir Panthaky as an Additional (Independent) Director of the Company for a period of two years from th th12 July 2019 to 11 July 2021.
Mr. Zarir Panthaky has given declaration to the Board that he meets the criteria of independence as provided under Section 149(6) of the Act.
Mr. Zarir Panthaky, is a Structural Engineer with over 4 decades of experience. He has worked on various sectors including Thermal Power, Polyester, Automobile, Industrial, Commercial and Residential Projects in premiere consulting organizations like Tata Consulting Engineers Limited, Uhde India Private Limited, Chemtex and also with industrial organizations like Mahindra & Mahindra and The Tata Power Company Limited ('Tata Power'). Before his superannuation from Tata Power in the year October, 2009, he worked as General Manager, in-charge of Civil, CCD and Estate departments. Post his superannuation, he has been active in infrastructure works with Lavasa Corporation, M/s. D. Mehtalia Consultant and S.S. Infrastructure Development Consultants Private Limited for industrial and major defence projects.
Mr. Zarir Panthaky holds directorship in Clean Sustainable Solar Energy Private Limited, Tata Ceramics Limited and Vagarai Windfarm Limited.
In terms of Section 161(1) of the Act, Mr. Zarir Panthaky holds office upto the date of the next Annual General Meeting. A notice under Section 160(1) of the Act has been received from a Member signifying its intention to propose appointment of Mr. Zarir Panthaky as a Director.
In the opinion of the Board, Mr. Zarir Panthaky fulfills the conditions specified in the Act and the Rules made thereunder for appointment as Independent Director and he is independent of the management. The Directors are of the view that the appointment of Mr. Zarir Panthaky will be beneficial to the Company and that the Company should receive the benefits of his valuable experience and advice and commends his appointment for the approval of the members of the Company.
In compliance with the provisions of Section 149 of the Act read with Schedule IV to the Act, the appointment of Mr. Zarir Panthaky as Independent Director is now being placed before the Members for their approval. The terms and conditions of his appointment shall be open for inspection by the Members at the Registered Office during normal business hours on any working day of the Company.
The Board recommends the resolution at Item No. 4 of the accompanying notice for approval by the Members of the Company.
Other than Mr. Zarir Panthaky, none of the Directors and Key Managerial Personnel (KMP) of the Company or their respective relatives are concerned or interested in the Resolution at Item No. 4 of the accompanying Notice.
Mr. Zarir Panthaky is not related to any other Director/KMP of the Company.
Item No.5: Pursuant to Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a cost accountant in practice. On the recommendation of the Audit Committee of Directors, the Board of Directors has approved the re-appointment of M/s. HCB & Co. as the Cost Auditors of the Company to conduct the audit of cost records maintained by the Company for the Financial Year 2019-20, at a remuneration of ̀ 35,000 plus applicable taxes and reimbursement of out of pocket expenses, if any.
M/s HCB & Co. have furnished a certificate regarding their eligibility for appointment as Cost Auditors of the Company. They have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for previous years under the provisions of the Act.
The Board commends the resolution at Item No.5 of the accompanying Notice for ratification by the Members of the Company.
None of the Directors or KMP of the Company or their respective relatives is concerned or interested in the Resolution at Item No.5 of the accompanying Notice.
4 | Notice
5Notice |
Details of the directors seeking re-appointment/appointment at the forthcoming Annual General Meeting (in pursuance Secretarial Standard-2 on General Meetings)
Date of Birth
Nil
Nil
3
Nil
Nil
3
Name of the Director Mr. Zarir PanthakyMr. Ashish Khanna
th7 October 1949th18 November 1966
Date of Appointment th12 July 2018 th12 July 2019
Relationship with other Directors, Manager and KMP of the Company
Qualification Structural EngineerEngineering graduate & Master's in Management & Systems from IIT Delhi.
Directorships held in other companies (excluding foreign companies)
· Clean Sustainable Solar Energy Private Limited
· Tata Ceramics Limited· Vagarai Windfarm Limited
· Walwhan Solar TN Limited· Walwhan Solar PB Limited· Walwhan Solar MP Limited· Walwhan Wind RJ Limited· Tata Power Solar Systems Limited· Tata Power Renewable Energy Limited
Chairman/Member of the Committee of the Board of directors of other Companies *
Audit CommitteeMember· Clean Sustainable Solar Energy Private
Limited· Tata Ceramics Limited· Vagarai Windfarm Limited
Nil
Number of Equity Shares held in the Company
Number of Board Meetings attended during the year (FY19)
Remuneration ` 2,20,000 **Nil
* Represents Chairmanships/Memberships of Audit Committee and Stakeholders Relationship Committee of Indian companies.
** Sitting fees.
To the Members,
The Directors are pleased to present to you the Tenth Annual Report on the business and operations of your Company along with the stAudited Financial Statements for the year ended 31 March 2019.
1. FINANCIAL RESULTS
BOARD'S REPORT
(` crore)
FY18
Standalone
FY19FY18FY19
Consolidated
Attributable to -
Attributable to -
2. FINANCIAL PERFORMANCE AND THE STATE OF COMPANY'S AFFAIRS
2.1 CONSOLIDATED
2.2 STANDALONE
On a consolidated basis, the operating revenue was at ̀ 1,271.69 crore in FY19, compared to ̀ 1,223.19 crore in FY18. The increase is on account of better generation in Pratapgarh wind project, lower load shedding losses, restoration of plant in Gaya, net of by lower plant availability in Neemuch and Phalodi projects.
The consolidated profit after tax (PAT) in FY19 was at ̀ 300.10 crore as compared to ̀ 237.51 crore in the previous year. The increase is mainly on account of higher operating income and lower finance cost.
On a standalone basis, the operating revenue stood at ` 432.21 crore in FY19, compared to ` 411.00 crore in FY18. The increase is mainly on account of better plant and grid availability and lower load shedding losses.
PAT in FY19 was at ̀ 132.65 crore as compared to ̀ 232.45 crore in FY18. The decrease is mainly on account of higher dividend and interest income from subsidiaries in the previous year.
No material changes and commitments have occurred after the close of the year till date of this report, which affect the financial position of your Company.
411.00432.211,223.191,271.69(a) Net Sales/Income from Other Operations45.8845.24117.39120.42(b) (Less) Operating Expenditure
365.12386.971,105.801,151.27(c) Operating Profit315.42202.0221.9724.09(d) Add: Other Income
306.25295.75504.35454.31(e) (Less): Finance Cost (including forex (gain)/loss on borrowings)
374.29293.24623.42721.05(f ) Profit before Depreciation and Tax92.2793.43282.99286.11(g) (Less): Depreciation/Amortisation/Impairment
282.02199.81340.42434.94(h) Profit (Loss) before Tax 31.3467.16102.92134.84(i) (Less) Add: Tax Expenses or Credit
250.68132.65237.51300.10(j) Net Profit/(Loss) after Tax ----(k) Add: Share of Profit of Associates and Joint Ventures
250.68132.65237.51300.10(l) Net Profit for the year
250.68132.65237.51300.10- Owners of the Company----- Non-Controlling interests
0.120.430.130.43(m) Other Comprehensive income (Net of Tax)250.80133.08237.63300.53(n) Total Comprehensive Income
250.80133.08237.63300.53- Owners of the Company
NANA--- Non-Controlling interests4.102.173.884.91(o) Earnings Per Share (Basic and Diluted) (in `)
6 | Board's Report
7Board's Report |
3. CREDIT RATINGstAs on 31 March 2019, Company had the following credit ratings:
• Non Fund based facility - Bank Guarantees - Long Term Rating : CARE AA-
• Fund based facility - Long Term: CARE AA-
• Non-convertible debentures (NCDs) - Long Term: CARE AA-(SO)
• Commercial paper - Short Term : CARE A1+ (SO)
• Long term facility: CRISIL AA-
The NCDs are listed on the National Stock Exchange of India Limited. The ISIN is INE296N08022. Scrip Code is WRE22.
SBICAP Trustee Company Limited has been appointed as the Debenture Trustee. Their contact details are as under:
your
4. DIVIDEND
5. OPERATIONAL PERFORMANCE
During FY 2018-19, the Board of Directors of Company declared and paid interim dividend of ` 0.66 per equity share, amounting to ̀ 40.35 crore (excluding dividend distribution tax).
The operational performance of your Company for the year ended 31 March 2019 are as follows:
your
st
6. CURRENT BUSINESS ENVIRONMENT
The Government of India (GoI) with an intent to tap into the abundant indigenous renewable resources has set an ambitious target to achieve 175 GW energy from renewable resources by year 2022. Nearly 100 GW through solar power, 60 GW from wind power, 10 GW from biomass power and 5 GW from small hydro power. The estimated cumulative solar and wind capacity by end of fiscal 2019 is 60 GW, 25 GW of solar and 35 GW of wind. Going by the current pace of development, it is very likely that the 100 GW solar target will be breached by fiscal 2024. Centralized procurement of wind and solar power of larger unit sizes, by the central and state nodal agencies is encouraging lower tariffs that is making the sector competitive. Also, central procurement through NTPC Vidyut Vyapar Nigam and Solar Energy Corporation of India ('SECI') significantly reduces the risk of power off-take and payment delays.
th6 Floor, Apeejay House 3,Dinshaw Wachha Road, Churchgate, Mumbai - 400 020Tel No: +91 22 4302 5555 Fax No: +91 22 2204 0465Email: [email protected]
Name of the projects FY18Capacity(MW)
FY19
Plant availability
(%)
Plant availability
(%)
PLF (%)
PLF (%)
Netgeneration
(MWH)
Netgeneration
(MWH)
Panchpatti, Tamil Nadu
Iyermalai, Tamil Nadu
Kayathar, Tamil Nadu
Andhra Pradesh - 1
Andhra Pradesh - 2
Karnataka - 1
Karnataka - 2
Karnataka - 3
Rooftop Honda - Noida
Rooftop Honda - Bhiwadi
50
50
49
30
70
16
34
50
1
1
99.90
99.37
99.76
99.95
99.75
100.00
99.93
99.82
100.00
98.93
21.74
21.58
21.51
23.76
21.75
22.08
19.73
19.93
16.04
18.42
94,592
93,948
91,713
62,017
1,32,543
30,878
58,457
86,808
1376.51
1611.47
99.93
99.51
99.88
99.48
98.31
99.99
99.83
99.84
100.00
100.00
19.93
19.83
22.46
23.41
20.61
21.67
18.14
20.11
16.5
19.9
86,730
86,251
95,822
61,244
1,25,727
30,194
53,687
87,542
1,450
1,740
States Solar (MW) (MW)(MW)
Wind Total
Andhra Pradesh
BiharGujarat
KarnatakaMadhya Pradesh
MaharashtraPunjab
Rajasthan
Tamil Nadu
Uttar Pradesh
Total
105
40
50
117
130
70
36
66
249
1
864
-
-
-
-
-
-
-
146-
-
146
105
40
50
117
130
70
36
212
249
1
1,010
However, the enforcement of renewable purchase obligation targets would be critical. Further, mitigation of payment and curtailment of risk, land acquisition and availability of transmission capacities (intra-state and inter-state) would also play an important part. Renewable energy capacity additions are growing quickly owing to government push, transparent policies and competition amongst the developers. Fiscal 2019 saw award of 14.5 GW of solar capacity including floating solar and solar wind hybrid capacities. Solar parks have eased the hurdles for developers to install solar power assets and, hence, offer an attractive proposition to develop solar power.
The government has taken steps to develop a grid-connected network for the transmission of renewable energy produced from various renewable energy projects, thereby recognizing the need for transmission infrastructure to cope with increasing renewable energy capacity. Once complete, the green energy corridors, particularly in the States of Rajasthan and Gujarat, are expected to facilitate evacuation from renewable projects giving a boost to inter-state sale of renewable energy.
The fall in renewable tariffs has significantly increased the competitiveness as the discovered tariffs have breached the variable cost of thermal units. This augurs well for renewable energy as it will improve affordability and off-take, leading to an increase in share in the overall power basket. Lowering of electricity tariff from renewable sources has come on the back of competitive module pricing, development in technology, and enhanced renewable purchaser obligation ('RPO') targets. Competition would also encourage innovation in battery energy storage systems for both grid scale PV sites and roof top solar. Hybrid wind and solar and solar PV + hydro storage are another alternatives being studied by the regulators for better grid operations post large scale addition of the RE assets.
Enhanced activity is also seen in the open access markets in select States with supportive open access policies/high industrial tariffs, preferred States being Maharashtra, Tamil Nadu and Uttar Pradesh.
The industry sees headwinds in terms of imposition of safe guard duty on procurement of solar cells and modules (from China and Malaysia), increase in goods and services tax (GST), enhanced competition in obtaining connectivity and long term open access for power evacuation, increase in debt costs and the weakening of local currency. It is noteworthy that despite the above head winds the sector continues to maintain its competitiveness. The Central and the State governments are working to strengthen their evacuation systems to support the renewable power.
Details of Generation Capacity:stAs on 31 March 2019, your Company (including its subsidiaries) had generation capacity of 1,010 MW consisting of 864 MW of solar
plants and 146 MW of wind plants.
State-wise capacities of the operating plants are as under:
8 | Board's Report
The break-up of operating plants of Company and its subsidiaries are as under:your
Name of the company
Walwhan Renewable Energy Limited
Clean Sustainable Solar Energy Private Limited
Dreisatz Mysolar24 Private Limited
MI Mysolar24 Private Limited
Northwest Energy Private Limited
Walwhan Solar Energy GJ Limited
Walwhan Solar Raj Limited
Walwhan Solar BH Limited
Walwhan Solar MH Limited
Walwhan Solar AP Limited
Walwhan Solar MP Limited
Walwhan Solar KA Limited
Walwhan Solar RJ Limited
Walwhan Solar PB Limited
Walwhan Solar TN Limited Walwhan Urja Anjar Limited
Walwhan Wind RJ Limited Walwhan Energy RJ Limited
State
Tamil Nadu
Karnataka
Andhra Pradesh
Uttar PradeshRajasthan
MaharashtraGujarat
Gujarat
Rajasthan
Gujarat
Rajasthan
Bihar
Maharashtra
Andhra PradeshRajasthan
Madhya Pradesh
KarnatakaRajasthan
Punjab
Tamil NaduGujarat
Rajasthan
Rajasthan
Type
Solar
Solar
SolarRooftop solar
Rooftop solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Solar
Wind
Wind
Total:
Capacity(MW)
149
100
100
1
1
50
15
15
5
5
5
40
20
5
50
130
17
5
36
100
15
126
20
1,010
The total generation and sales for FY19 and previous year is given below:
Consolidated Standalone
FY19 FY18 FY19 FY18
1,755.6 1,675.2 657.9
Particulars
Gross Generation (MUs)
Net Sales (MUs) 1,744.9 1,669.2 653.9
634.1
630.4
9Board's Report |
Sr. No. Name of the Company
1 Clean Sustainable Solar Energy Private Limited
2 Dreisatz Mysolar24 Private Limited
3 MI Mysolar24 Private Limited
4 Northwest Energy Private Limited
5 Solarsys Renewable Energy Private Limited
6 Walwhan Solar Energy GJ Limited
7 Walwhan Solar Raj Limited
8 Walwhan Solar BHLimited
9 Walwhan Solar MHLimited
10 Walwhan Solar AP Limited
11 Walwhan Solar MP Limited
12 Walwhan Solar KA Limited
13 Walwhan Energy RJ Limited
14 Walwhan Solar RJ Limited
15 Walwhan Urja India Limited
16 Walwhan Solar PB Limited
17 Walwhan Solar TN Limited
18 Walwhan Wind RJ Limited
19 Walwhan Urja Anjar Limited
% of shares held
99.99
100.00 *
100.00 *
100.00 *
100.00 *
100.00 *
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
* Equity shares held through wholly owned subsidiaries
A report on the performance and financial position of each of the subsidiaries has been provided in Form AOC-1 (Annexure-I).
Your Company did not have any joint venture or associate during the year under review.
The balance in various reserves of your Company for FY19 and the previous year are as follows:
8. RESERVES
Particulars
Securities premium
Retained earnings
Debenture Redemption Reserve
Equity contribution - Financial guarantee and financial instruments
FY19
1,108.54
128.21
100.00
3.94
FY18
1,108.54
135.71
-
3.94
Your Company proposes to retain the entire amount of ` 128.21 crore in the Statement of Profit and Loss without transferring any amount to the General Reserves.
7. SUBSIDIARIES/JOINT VENTURES/ASSOCIATESstAs on 31 March 2019, Company had 19 subsidiaries, details of which are as under:your
(` crore)
10 | Board's Report
11Board's Report |
9. REGULATORY AND LEGAL MATTERS
The business of Company is governed primarily by the Electricity Act, 2003 and associated regulations. The Central Electricity Regulatory Commission (CERC) and State Electricity Regulatory Commissions (SERCs) have issued various regulations including solar RPOs, Renewable Energy Certificates (REC) framework, tariff, grid connectivity, forecasting, etc., for promoting renewable energy.
Regulatory environment
Applicability of ceiling for Solar Bid Tariff
The Ministry of New and Renewable Energy (MNRE) has capped the maximum permissible tariff at ` 2.68 per unit, including safeguard duty and ` 2.50 per unit if the safeguard duty was not paid by the developer for solar competitive bids conducted by central agencies such as Solar Energy Corporation of India Limited (SECI)/ NTPC.
Amendment in Solar Bidding Guidelines
The Ministry of Power has made the following amendments in the competitive bidding guidelines for the procurement of power from grid-connected solar photovoltaic (PV) projects:
• Timeframe for commissioning of solar PV projects inside solar park has been reduced from 21 months to 15 months from the date of execution of power purchase agreement (PPA) and for projects outside solar park from 24 months to 18 months.
• The time period for financial closure of the projects located inside and outside the solar park would be 9 months and 12 months, respectively, from the date of execution of PPA.
• An extension for the financial closure can be considered by the procurer. This extension however will not have any impact on the scheduled commissioning date (SCD). Any penalty paid will be returned to the solar power generator without any interest on achievement of successful commissioning within the SCD.
Safeguard Duty
• Central Government on recommendation of Directorate General of Trade Remedies has imposed 25% safeguard duty on solar panels imported from China and Malaysia for one year. The quantum of duty would reduce to 20% in the next six months, and
th then to 15% for the following six months. Safeguard duty has become applicable from 30 July 2018.
Renewable Energy Policies
• National Wind Solar Hybrid Policy: MNRE has issued National Wind Solar Hybrid Policy, 2018. As per the policy, wind-solar plant will be recognized as hybrid plant if the rated power capacity of one resource is at least 25% of the rated power capacity of other resource. Government entities may invite bids for new hybrid plants keeping qualifying criteria such as Capacity Utilization Factor (CUF), capacity delivered at grid interface and the tariff being the main criteria for selection.
• State Wind Solar Hybrid Policies: Gujarat and Andhra Pradesh have come up with Wind Solar Hybrid Policies, 2018. The operation period in both the cases is for 5 years. These States have provided incentives such as 50% concession on cross subsidy surcharge, additional surcharge, wheeling charges and distribution losses for third party sale of power.
• Tamil Nadu Solar Energy Policy 2019: Under the policy, Tamil Nadu intends to have an installed capacity of 9,000 MW by 2023, of which 40% is intended to come from rooftop solar plants. Tamil Nadu Electricity Regulatory Commission may introduce time of day (TOD) solar energy feed in tariff to encourage solar energy producers and solar energy storage operators to feed energy into the grid when energy demand is high.
• Andhra Pradesh New Solar Policy 2019: Andhra Pradesh solar policy targets for installation of 5,000 MW from solar in next 5 years. Government expects to initially develop 4,000 MW capacity of solar parks. Government will promote solar rooftop systems on public buildings, domestic, commercial and industrial establishments. Salient features of the policy are as under:
} Procurement of power from solar projects having capacity less than 5 MW will be paid at a feed in tariff determined by Andhra Pradesh Electricity Regulatory Commission (APERC).
} The consumers are free to choose either net or gross metering option for the sale of power to DISCOMs. The applicable tariff
for either of the cases will be equal to the average pooled power purchase cost determined by APERC.
} Banking of 100% of energy will be permitted during all 12 months of the year. Banking charges will be adjusted at the rate of 5% of the energy delivered at the point of transmission.
your
Forecasting, Scheduling, Deviation Settlement Mechanism Regulations
• The States of Karnataka, Andhra Pradesh, Rajasthan, Madhya Pradesh, Telangana and Gujarat have operationalized the Forecasting, Scheduling and Deviation Settlement Mechanism (FS&DSM) for wind and solar projects.
• Tamil Nadu has issued draft FS&DSM Regulations. It is yet to issue final Regulations.
Regulatory orders of relevance
} CERC has issued an order stating that the enactment of GST laws is covered as change in law under the PPAs. However, it has not permitted the claims regarding separate carrying cost/interest on working capital and additional tax burden on operation and maintenance cost under change in law.
} Maharashtra Electricity Regulatory Commission (MERC) has treated the imposition of safeguard duty under change in law and directed the power producers to approach the Commission after commissioning of the respective projects for determination of increase in cost on account of implementation of such change in law. At that stage, MERC will determine the mode of recovery of the cost and/or expenditure for the power producers due to safeguard duty on import of solar panel/modules.
} MERC has approved the procedure for forecasting, scheduling and deviation settlement for wind and solar generating stations which proposes levy of scheduling/ revision charges of ̀ 2,250 per schedule/revision by State Load Despatch Centre (SLDC).
} MERC has approved a tariff of ̀ 1.97 per kWh as ceiling for procurement of wind power from projects under Group III PPAs with Maharashtra State Electricity Distribution Company Limited post expiry of 13 years term of the PPA.
} Madhya Pradesh Electricity Regulatory Commission (MPERC) has dismissed Madhya Pradesh Power Management Company Limited's (MPPMCL) petition seeking the review of the Commission's wind generic tariff order applicable to wind energy generators by revising the normative capacity utilization factor. MPERC has held that the petition seeking to revise generic tariff orders issued by the Commission for the control period which has already expired is not maintainable and cannot be considered.
Legal matters of relevance
Mentioned below are the critical legal matters pertaining to your Company:
a) The Company Vs. TNERC & Anr - Tamil Nadu Generation and Distribution Corporation Limited's (TANGEDCO) appeal pending before the Hon'ble Appellate Tribunal for Electricity (APTEL).
Your Company had filed an appeal against the Tamil Nadu Electricity Regulatory Commission and TANGEDCO before APTEL, thDelhi, against the suo-motu comprehensive tariff order on solar power dated 28 March 2016, passed by TNERC for not rightly
considering the financial and operational parameters for deciding the tariff in the said order. The matter is pending before APTEL, Delhi. In case the appeals are allowed in favour of your Company, the same will result in increased tariff.
b) Energy Watchdog Vs. TNERC and others pending before APTEL
Energy Watchdog (a registered society) has filed an appeal before APTEL against the order passed by TNERC vide which it th stextended the operation of "control period" of solar power tariff from 11 September 2015 to 21 March 2016, without revising
the solar power tariff downward from ` 7.01 per unit. The reference tariff of ` 7.01 per unit was fixed by TNERC vide its order th thdated 12 September 2014, but it was valid only for one year till 11 September 2015. Pleading is completed and the matter is
pending before APTEL.
c) The Company Vs. TANGEDCO
Your Company had filed a writ petition before the Hon'ble Madras High Court against TANGEDCO for issuing direction to TANGEDCO to not to issue any back down instructions to your Company and evacuate the entire power generated from your Company's solar power plants. The said petition has been withdrawn by your Company with liberty to file fresh petition before TNERC.
d) The Company Vs. Bangalore Electricity Supply Company Limited (BESCL) and Anr.
Your Company had filed a petition before the Karnataka Electricity Regulatory Commission (KERC) for entitlement of tariff of th` 7.01 per unit, approving the supplementary PPAs dated 15 July 2016 executed between Welspun and BESCL for 16 MW, 34
MW and 50 MW projects. KERC has allowed tariff of ̀ 7.01 per unit for 16 MW project. However, for 34 MW and 50 MW projects, the same has not been allowed. Your Company has filed review petition application against the said Order of KERC.
During the year under review, there were no significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and Company's operations in future.
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10. RISKS AND CONCERNS
11. RISK MANAGEMENT FRAMEWORK AND INTERNAL CONTROLS
Company is faced with risks of different varieties, all of which need different approaches for mitigation:
• Risks very specific to your Company due to the way its businesses/operations are structured.
• Risks common to several players in the sector and country.
• Disaster management and business continuity risks which are by nature, rare, but are events with dramatic impact.
The key risks and concerns facing the renewable energy sector in India are as follows:
• The poor financial health of state discoms continues to be a factor that impedes the growth of the sector.
• Slowdown in the pace of regulatory reforms in the country may affect renewables scale-up, revision of standard bidding documents, etc.
• Delays in land acquisition and other approvals remain an area of concern. Lack of water is another threat to the capacity addition plans.
• The availability of cost-effective capital for funding of new projects could be a cause of concern given banks' current exposure to power sector and stranded assets, which may result in NPAs.
• Falling prices of renewable energy.
• Change in medium/long term rate of interest of term loans.
Risk Management Framework
A standardized risk management process and system has been implemented at the parent company level. Risk plans have been framed for all identified risks with mitigation action plan. This system has been implemented in your Company in FY19 and operational risks for wind and solar plants are being monitored separately.
Internal controls and systems
Your Company has appointed The Tata Power Company Limited as its internal auditor, which endeavours to make meaningful contributions to the organisation's overall governance, risk management and internal controls. The function reviews and ensures sustained effectiveness of Internal Financial Controls (IFC) by adopting a systematic approach to its work.
The Audit Committee Charter adopted by the Board, one of the roles and responsibilities of the Audit Committee, is to review the effectiveness of the Company's internal control system, including financial controls, information technology security and its control.
Section 143(3) of the Companies Act 2013 ('the Act'), provides that the Statutory Auditor's Report shall state whether the Company has an adequate IFC with reference to financial systems in place and the operating effectiveness of such controls. Under Section 134 of the Act, Directors of listed companies, are to confirm in the Directors Responsibility Statement that IFC are not only adequate but are also operating effectively.
With this objective in mind and to fulfil the requirements of the Act, in FY 2018-19, the internal audit team, with the support of audit firms, performed the test of design and test of effectiveness of IFC. Scoping was done based on major classes of transactions and account balances, general IT controls and entity level controls were considered for review. Internal audit plan was executed by internal audit team of Tata Power along with co-sourced partner.
The Risk and Control Matrix (RCM) is the foundation of internal audit for evaluation of the internal controls/policies that should exist in various management functions. A repository of RCM was developed which is continuously updated with fraud risk control, operational risk emanating from enterprise risk management and IFC. At the end of every audit assignment, the RCM is refreshed and aligned to process changes.
The internal audit process includes review and evaluation of process robustness, effectiveness of controls and compliances. It also ensures adherence to policies and systems and mitigation of the operational risks perceived for each area under audit. Internal audit policy and manual has been framed, based on which a flexible risk-based audit plan has been formulated that aligns with the organizational strategy and impact on business objectives.
The process of your Company is categorized into vital, essential and desirable where vital process are audited every year, essential and desirable are reviewed once in two years. Criteria for classification of audit observations as major or minor have been revised to make it more objective. Follow-up audits are conducted to review of effectiveness for all actions taken. Action status are tracked periodically and reported to the Audit Committee.
Your
Sr. No. Safety Parameters (Employees and contractors)
1 Fatality (Number)
2 LTIFR (Lost Time Injuries Frequency Rate per million man hours)
3 Total Injuries Frequency Rate (Number of injuries per million man hours)
4 First aid cases (Number)
FY19
0
0
1.02
1
FY18
0
0
1.52
4
Significant observations including recommendations for improvement of the business processes are reviewed by the management before reporting to the Audit Committee. The Audit Committee then reviews the internal audit reports and the status of implementation of the agreed action plan. Post recognition of 'General conformance to international audit standards' from the Institute of Internal Auditors (IIA Global) in 2013, quality review of audit reports is carried out as per IIA Global guidelines before the report is issued.
The indices to measure control effectiveness and robustness is through risk and control index and process robustness index. RCI trend of three years reflects an improving trend from 78% in FY 2016-17 to 84% in FY 2018-19. PRI trend also reflects a positive trend from 20% in FY 2016-2017 to 78% in 2018-2019.
Control Self-Assessment (CSA)
Your Company continued the CSA process this year, whereby responses of all process owners are used to assess internal controls in each process. This helps your Company to identify focus audit areas, design the audit plan and support CEO and CFO certification for internal controls. The CSA questionnaire is designed to test effectiveness of deployment of existing controls for processes which are not to be audited as per the audit plan. This ensures optimum coverage of audit universe to provide assurance on the operating effectiveness based on results of evaluation across all processes. CSA for all the processes have been released. Most of the responses have been received with no material observations
All the legal compliances are mapped and monitored through an online system called Legatrix. This system has escalation mechanisms for non-compliances.
Legal firm 'Legasis' is assigned the task of updation of amendments for various statutory compliances in the system. Status of compliances are reported and reviewed during BSC review. Additionally, internal audit reviews the statutory compliances as part of every audit conducted during the year. On review of the audit observations and action taken on audit observations, there were no adverse audit observations which had not been acted upon having material impact on statutory requirements.
Your Company follows safety policies and re-affirms its commitment to provide safe workplace and clean environment to its employees and to foster a safer, healthier and cleaner environment to the surrounding community as an integral part of its business philosophy and values.
Your Company makes all efforts to ensure conscientious observance of all National, State and other statutory requirements for maintaining a safe, healthy and pollution-free work environment.
Safety Statistics:
12. SAFETY
Your Company treats any safety incidents in any of its premises, of any of its employees, contractor/associate's employees or any third party with equal gravitas and is committed to taking the entire working environment and behaviour to the highest safety standards.
Your Company has been conscious of its role as a sustainability steward and continuously works towards climate change abatement. It remains committed to the legacy of being a responsible organization and thus reinforces your Company's core values of Leadership with Care. The Sustainability Model of Leadership with Care aims at strengthening structures and processes for environmental performance, stronger engagement with community, customers and employees, by using enablers like new technology, benchmarking and going beyond compliance in key operational parameters.
The initiatives, under the aegis of the Sustainability Model of Leadership with Care are several well-planned projects that generate power from wind and solar energy sources, and an unflinching commitment towards biodiversity conservation and community development. Your Company will always strive to lead on the path towards growth with responsibility and commitment of generating electricity using cleaner sources of energy.
13. SUSTAINABILITY
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14.1 CARE FOR OUR COMMUNITY/COMMUNITY RELATIONS
Y Company believes firmly in making a positive impact on the community in the vicinity of its operations. Y Company has actively worked on thrust areas of CSR which are education, livelihood and employability, water, health and sanitation and financial inclusion.
During the year, the CSR policy of your Company was aligned to these five thrust areas and programs were rolled out across locations and mapped with Schedule VII of the Act with timelines and outcome indicators. The CSR policy has been uploaded on the website of your Company viz. www.tatapowerrenewables.com/wrel/policies.html.
During the year, your Company has reached to areas in and around the sites in Tamil Nadu, Karnataka and Andhra Pradesh. Your Company has CSR capabilities and operations across all locations by bringing robustness to systems and processes to ensure effective programs, which deliver long-term impact and bring changes to the community.
The mandatory spend of at least 2% of the average net profits of your Company made during the three immediately preceding financial years as per Section 135 of the Act was ` 0.57 crore. However, your Company has spent ` 0.70 crore on various CSR initiatives for the benefit of the community.
Independent monitoring, effectiveness of implementation, impact assessment were undertaken to provide feedback and to refine, realign the programs so that the extent and effectiveness of the initiatives could be improved in pursuance of Company's objective to improve the quality of life of the community and to get community's tacit or implied acceptance of your Company's co-existence with them.
our our
Creative Wall Arts
Employability Training for Women
Education Approximately 1,000 students from 10 schools were imparted special coaching in Mathematics, Science and English through this program. 3 Science labs were set up in schools for enhancing practical knowledge. Art creativity was aimed at promoting activity based learning among students.
Digital literacy, Smart classrooms
Nearly 2,000 students (10 schools) were benefitted with smart classrooms and basic computer education through this initiative.
Livelihood and Employability
Employability for women and youth
100 women (From 3 centres in Tamil Nadu and Karnataka) have completed six months' stitching training. Many of them have got employment in nearby garment industry and few have started taking up orders from neighbourhood. 100 youth have undergone short term skill enhancement training programme as computer data operators for employability.
Livelihood for farmers
24 farmers clubs covering 288 farmers in 9 villages of Tamil Nadu were operationalized. Training sessions on mushroom and medicinal plants cultivation, irrigation practices, cattle care were completed. Facilitation was done for agri/cattle loans of ` 23 lakh and plant/seeds subsidy for 45 farmers. 330 soil tests for recommending crop pattern change were done. In Andhra Pradesh, 5 self-help groups and 4 Kisan groups were operationalized. 2 Nos. vermicompost, 2 Nos. SRI paddy demo plots were made. 150 soil tests for recommending cropping pattern change were completed. 1 veterinary camp for cattle care was completed. 1,500 fruit saplings were distributed.
Thrust Area CSR initiative Benefit and Impact
Major highlights of the programs implemented by your Company in FY19 are as follows:
Remedial education, Science laboratory kit, Art creativity
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Remedial Education
Financial InclusionVermicomposting
17Board's Report |
The annual report of CSR activities for FY19 is provided in Annexure-II.
Water Drinking water Supply system
8 Reverse Osmosis (RO) units were installed in schools of Karnataka and Andhra Pradesh covering 1,500 students for access to potable drinking water. These were handed over to school authorities for further maintenance after commissioning. One Borewell was commissioned for existing RO in Korumgutapalli, Andhra Pradesh covering 3,000 beneficiaries.
Integrated water resource management
Construction of one village well in Tamil Nadu was done covering 2,000 beneficiaries.
Financial Inclusion
Linkage with Government schemes
Awareness sessions covering 949 households (3,550 villagers) in 3 villages of Tamil Nadu were completed. 324 persons were facilitated for Pradhan Mantri Suraksha Bima Yojana (PMBSY) of ̀ 2 lakh each. 32 new bank accounts opening under Jan Dhan Yojana, 24 new LPG connections and issue of 15 ration cards were facilitated. Facilitation was done for obtaining 158 certificates (legal heirship certificate, caste certificate, income certificate and nativity) for availing education scholarship, land documents and various other schemes.
14.2 CARE FOR OUR ENVIRONMENT
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Company's renewable energy generation capacity does not consume fossil fuels and has no emissions. It aims to minimize the impact of its operations on the environment by acting responsibly towards the environment. Your Company addresses various aspects of resource conservation, energy efficiency and biodiversity.
During the year under review, Mr. Nawshir Mirza and Mr. Ramesh Subramanyam resigned from the Board of your Company with th theffect from 30 April 2018 and 30 June 2018, respectively. Mr. Zarir Panthaky was appointed as an Additional Director
th(Independent) for a period of one year with effect from 12 July 2018. Mr. Ashish Khanna was appointed as an Additional Director th th thwith effect from 12 July 2018. At the 9 Annual General Meeting (AGM) of your Company held on 30 August 2018, the members
thappointed Mr. Zarir Panthaky as an Independent Director for a period of one year with effect from 12 July 2018 and Mr. Ashish Khanna was appointed as a Director liable to retire by rotation.
stAs on 31 March 2019, Mr. Sanjay Bhandarkar and Mr. Zarir Panthaky were the Independent Directors of your Company in terms of Section 149 of the Act. Your Company has received declarations from them confirming that they meet the criteria of independence as prescribed under the Act.
In accordance with the requirements of the Act and your Company's Articles of Association, Mr. Ashish Khanna retires at the ensuing AGM and being eligible, seeks re-appointment. The Board recommends his re-appointment.
st Mr. Mahesh Paranjpe is designated as Chief Executive Officer & Executive Director (CEO & ED) of the Company for the period 31 July th2017 till 30 July 2020.
st Mr. Rajesh Daga was appointed as Chief Financial Officer (CFO) of your Company with effect from 1 April 2018. He resigned from st the services of your Company with effect from close of working hours on 31 January 2019. Mr. Behram Mehta was appointed as
st CFO of your Company with effect from 1 February 2019.stIn terms of Section 203 of the Act, the following were the Key Managerial Personnel (KMP) of your Company as on 31 March 2019:
• Mr. Mahesh Paranjpe, CEO & ED
• Mr. Behram Mehta, CFO
• Mr. Santosh C.R., Company Secretary
Your
Health and Sanitation
Primary health services
800 needy people were covered under general health camps which also made them aware of the need for specialized health treatment in certain cases. Strengthening of Integrated Child Development Service (ICDS) centers in 3 villages by support for nutrition kits covering 80 children.
Thrust Area CSR initiative Benefit and Impact
Board of Directors Meetingst th th thSix meetings of the Board of Directors were held during the year on 21 April 2018, 24 April 2018, 18 July 2018, 19 October 2018
thand 17 January 2019.
Attendance of Directors during FY19
* Resigned before the AGM.
1
Non-Independent, Non-Executive Director
5 Yes
2 2 N.A.
3 3 Yes
4 5 Yes
5 Non-Independent, Executive Director
5 Yes
6Independent,
Non-Executive Director
2 N.A.
7 5 Yes
8
Mr. Ashok SethiMr. Ramesh Subramanyam *
Mr. Ashish KhannaMrs. Anjali Kulkarni
Mr. Mahesh Paranjpe
Mr. Nawshir Mirza *Mr. Sanjay Bhandarkar
Mr. Zarir Panthaky 3 Yes
Sr. No. Name of the Director
Category of DirectorshipNo. of
meetings attended
Attendance at AGM held on
th30 August 2018
thA separate meeting of the Independent Directors was held on 14 March 2019, which was attended by Mr. Sanjay Bhandarkar and Mr. Zarir Panthaky.
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
Mandatory Committees:stAs on 31 March 2019, the following mandatory Committees were constituted by the Board and they function according to their
respective roles and defined scope:
• Audit Committee
• Nomination and Remuneration Committee (NRC)
• Corporate Social Responsibility (CSR) Committee
A. Audit CommitteestThe composition of the Audit Committee as on 31 March 2019 was as follows:
• Mr. Sanjay Bhandarkar, Chairman
• Mr. Zarir Panthaky, Member
• Mrs. Anjali Kulkarni, Member
All members are financially literate and bring in expertise in the fields of finance, accounting, strategy and management.st th th thFour meetings of the Audit Committee were held during the year on 21 April 2018, 18 July 2018, 19 October 2018 and 17
January 2019.
The attendance details of these meetings are as follows:
16. COMMITTEES OF THE BOARD
Sr. No. Name of the Director
Category of Directorship No. of meetings attended
1 Mr. Nawshir Mirza
Independent, Non-Executive Director
1
2 Mr. Sanjay Bhandarkar 4
3 Mr. Zarir Panthaky 3
4 Mr. Ramesh SubramanyamNon-Independent, Non-Executive Director
1
5 Mrs. Anjali Kulkarni 3
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The management is responsible for the Company's internal controls and the financial reporting process, while the Statutory Auditors are responsible for performing independent audits of the Company's financial statements for issuing reports based on such audits. The Board of Directors has entrusted this Committee with the responsibility of supervising these processes and thus ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.
The Board has adopted the Charter of this Committee to bring the terms of reference, role and scope in conformity with the provisions of Section 177(4) of the Act. The Charter specifies the composition, meetings, quorum, powers, roles and responsibilities, etc. of the Committee.
The Internal and Statutory Auditors of your Company discuss their audit findings and updates with the Audit Committee and submit their views directly to the Audit Committee. Separate discussions are held with the Internal Auditors to focus on compliance issues and to conduct detailed reviews of the processes and internal controls in your Company.
B. NRCstThe composition of the NRC as on 31 March 2019 was as follows:
• Mr. Sanjay Bhandarkar, Chairman
• Mr. Ashok Sethi, Member
• Mr. Zarir Panthaky, Memberth thTwo meetings of the NRC were held during the year on 17 January 2019 and 14 March 2019.
The attendance details of these meetings are as follows:
Sr. No.
Sr. No.
Name of the Director
Name of the Director
Category of Directorship
Category of Directorship
No. of meetings attended
No. of meetings attended
1
1
Mr. Sanjay BhandarkarIndependent, Non-Executive Director
2
2
Mr. Zarir Panthaky
3
3
Mr. Ashok Sethi Non-Independent, Non-Executive Director
2
2
2
2
2
2
In terms of the provisions of Section 178(3) of the Act, the NRC is responsible for formulating the criteria for determining qualification, positive attributes and independence of Directors. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.
The Board has also adopted a Charter for the NRC which specifies its principles and objectives, composition, meetings, authority and powers, responsibilities, reporting, evaluation etc.
C. CSR CommitteestThe composition of the CSR Committee as on 31 March 2019 was as follows:
• Mr. Mahesh Paranjpe, Chairman
• Mr. Sanjay Bhandarkar, Member
• Mrs. Anjali Kulkarni, Memberth stTwo meetings of the CSR Committee were held during the year on 17 July 2018 and 1 February 2019.
The attendance details of these meetings are as follows:
Mr. Mahesh Paranjpe Non-Independent, DirectorExecutive
Mr. Sanjay Bhandarkar Independent, Non-Executive Director
Mrs. Anjali Kulkarni Non-Independent, Non-Executive Director
Your Company has adopted a CSR policy, which indicates the activities to be undertaken by your Company as specified in Schedule VII to the Act.
The broad terms of reference of the CSR Committee are as under:
a) Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by your Company as specified in Schedule VII to the Act or the rules thereto;
b) Recommend the amount of expenditure to be incurred on the activities referred to above; and
c) Monitor the CSR Policy from time to time.
Non-mandatory Committees:
The following are the non-mandatory Committee of the Board:
A. Finance CommitteestThe composition of the Finance Committee as on 31 March 2019 was as follows:
• Mr. Mahesh Paranjpe, Chairman
• Mr. Sanjay Bhandarkar, Member
The role of this Committee is to inter alia approve change in operating instructions of your Company's Bank Accounts, to borrow money and avail the credit facilities from banks/financial institutions, to execute security documents, to extend corporate guarantees and to approve the terms and conditions of the shareholders loan.
thOne meeting of the Finance Committee was held during the year on 30 April 2018. The attendance details of these meetings are as follows:
Mr. Ramesh Subramanyam Non-Independent, Non-Executive Director 1
Mr. Sanjay Bhandarkar Independent, Non-Executive Director 1
Sr. No. Name of the Director
Category of Directorship No. of meetings attended
1
2
B. Stakeholders Relationship Committee
Based on business requirement, the Board had constituted a Stakeholders Relationship Committee constituting of the following directors, to discharge duties of servicing and protecting the interest of shareholders, redressing investors' complaints and requests:
• Mr. Ramesh Subramanyam, Chairman
• Mrs. Anjali Kulkarni, Member
• Mr. Mahesh Paranjpe, Member
During the period, your Company has not received any request and/or complaint from any shareholders or investors.thThe said Committee was dissolved by the Board w.e.f. 17 January 2019.
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors, pursuant to the provisions of the Act. The performance of the Board was evaluated by the entire Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company after taking into account the views of Executive Directors and Non-Executive Directors, was evaluated. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the Board meeting that followed the meeting of the Independent Directors and meeting of the NRC, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
17. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
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Outcome of evaluation process
Based on inputs received from the members, it emerged that the Board had a good mix of competency, experience, qualifications and diversity. Each Board member contributed in his/her own manner to the collective wisdom of the Board, keeping in mind his/her own background and experience. There was active participation. Overall, the Board was functioning very well in a cohesive and interactive manner.
In terms of the provisions of Section 178(3) of the Act, the NRC is responsible for formulating the criteria for determining qualification, attributes and independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted the Policy on Board Diversity and Director Attributes, which is provided in Annexure-III and Remuneration Policy for Directors, Key Managerial Personnel and other employees of your Company, which is provided in Annexure-IV.
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided in Annexure-V.
The Company has 115 employees.
Capability development is a key focus area for your Company, as it encompasses the overall development of an employee. Your Company has introduced an individual development plan for each employee and the same is covered and tracked through year round training for employee growth.
Your Company's talent management is linked to the business strategy by keeping the current talent retained and motivated to the utmost level. Right skill fitment is done keeping in mind both the performance and potential. Internal job postings are launched and intra-department, intra-location transfers and placements are done so that internal pool of most talented employees are being retained.
Harmonious industrial relations are maintained across all sites.
Your Company has zero tolerance for sexual harassment at the work place and has adopted a Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the Internal Complaints Committee (ICC) whilst dealing with issues related to sexual harassment at the work place towards any woman associates.
Your Company follows Tata Power's Policy on prevention of sexual harassment of women to ensure a free and fair inquiry process within defined timelines. All women associates (permanent, temporary, contractual and trainees) as well as any woman visiting your Company's office premises or women service providers are covered under this Policy. Your Company has complied with provisions relating to constitution of ICC under the Sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
The following is a summary of sexual harassment issues raised, attended and dispensed during FY19:
• No. of Complaints received: Nil
• No. of complaints disposed-off: Not Applicable
• No. of cases pending for more than 90 days: Not Applicable
• No. of workshops or awareness program against sexual harassment carried out: 1
• Nature of action taken by the employer or District Officer: Nil
18. REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
20. HUMAN RESOURCES
20.1 Manpower
20.2 Capability development
20.3 Talent management and succession planning
20.4 Industrial relations
20.5 Policy on prevention of sexual harassment of women
21. PARTICULARS OF EMPLOYEES AND REMUNERATION
22. RELATED PARTY TRANSACTIONS
23. DEPOSITS
24. LOANS AND GUARANTEES, SECURITIES AND INVESTMENTS
25. EXTRACT OF ANNUAL RETURN
26. AUDITORS
27. AUDITORS' REPORT
28. COST AUDITORS AND COST AUDIT REPORT
29. SECRETARIAL AUDIT REPORT
The details of employees of Company, who are covered under the purview of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure-VI.
The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report. In terms of the first provision to section 136 of the Act, the report and accounts are being sent to the members excluding the aforesaid Annexure. Any Member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure are related to any Director of the Company.
All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company has formulated Related Party Transaction (RPT) Policy, framework and guidelines. The disclosure of material RPTs as required under Section 134(3)(h) read with Section 188(2) of the Act, in Form No. AOC-2 is provided in Annexure-VII. There are no materially significant RPTs made by your Company with Directors, KMP or other designated persons which may have a potential conflict with the interest of your Company at large.
stAs on 31 March 2019, your Company did not have any outstanding deposits. During the year, your Company did not accept any deposit. In view of this, the disclosure pursuant to Rule 8(5)(v) and (vi) is not applicable.
Your Company, being an infrastructure Company, is exempt from the provisions as applicable to loans, guarantees and securities under Section 186 of the Act. The details of investments are provided in the schedules to the financial statements.
stPursuant to the provisions of Section 134(3)(a) of the Act, the extract of the Annual Return for the year ended 31 March 2019 made under the provisions of Section 92(3) of the Act is attached as Annexure-VIII which forms part of this Report.
thAt the Ninth AGM of your Company held on 30 August 2018, the members had appointed M/s. SRBC & Co. LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) as Statutory Auditors of your Company for a period of 4 years from the conclusion of the Ninth AGM till the conclusion of the Thirteenth AGM to be held in 2022.
The Auditors' Report including annexures thereto is self-explanatory and do not call for any further comments and explanations from the Board as there are no qualifications or adverse remark by the Auditors in their report. There are no frauds reported by Auditors under Section 143(12) of the Act and therefore the disclosure under Section 134(3(ca) of the Act does not arise.
Your Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Act and accordingly such accounts and records are made and maintained.
The Board of your Company has re-appointed M/s. HCB & Co., Cost Accountants as Cost Auditors of your Company for FY 2019-20 at a remuneration of ̀ 0.35 lakh plus applicable taxes and out-of-pocket expenses, if any. As required under the Act, the remuneration payable to the Cost Auditor is required to be ratified by the members. Accordingly, a resolution seeking members' ratification for the remuneration payable to M/s. HCB & Co., Cost Auditors is included at Item No.5 of the Notice convening the AGM.
thThe Cost Audit Report for FY19 is due for filing within six months from the end of FY19 i.e. by 30 September 2019.
M/s. Parikh & Associates, Company Secretaries, were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for FY19. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances.
The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report is provided in Annexure-IX.
Your Company confirms compliance with the requirements of Secretarial Standards 1 and 2.
your
22 | Board's Report
23Board's Report |
30. VIGIL MECHANISM
31. DIRECTORS' RESPONSIBILITY STATEMENT
32. ACKNOWLEDGEMENTS
Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Tata Code of Conduct (TCoC), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for your Company.
The role of the employees in pointing out such violations of the TCoC cannot be undermined. Pursuant to Section 177(9) of the Act, a vigil mechanism has been established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The vigil mechanism provides a mechanism for employees of your Company to approach the Chairman of the Audit Committee of the Company for redressal.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal auditors, statutory auditors, secretarial auditors and external consultants including audit of IFC for financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's IFC were adequate and effective during FY19.
Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures therefrom;
b) the Directors 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 the Act, for safeguarding the assets of the Company, for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f ) 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.
On behalf of the Directors of the Company, we would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support rendered during the year.
The Directors are thankful to the Government of India, the various Ministries of the State Governments, the Central and State Electricity Regulatory authorities, communities in the neighbourhood of our operations and local authorities in areas where we are operational in India.
Finally, we appreciate and value the contribution made by all our employees and their families for making the Company what it is.
Place: Mumbai thDate: 16 April 2019
On behalf of the Board of Directors ofWalwhan Renewable Energy Limited
Mahesh ParanjpeCEO & EDDIN: 03530639
Ashish Khanna Director DIN: 06699527
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24 | Board's Report
25Board's Report |
ANNEXURE - IIANNUAL REPORT ON CSR ACTIVITIES FOR FY 2018-19
(Ref: Board's Report, Section 14.1)
A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.
Your Company is committed to ensure the social well-being of the communities in the vicinity of its business operations through Corporate Social Responsibility initiatives in five thrust areas. These are :1. Education (upto primary level)2. Health and Sanitation3. Livelihood and Employability4. Water5. Financial Inclusion
The Company's CSR Policy including overview of projects or programs undertaken or proposed to be undertaken is provided on the Company's website.
Major initiatives undertaken by your Company during the year were: · Remedial Education interventions, Digital classrooms, Digital
literacy programmes.· Women training for employability, Skill Development/
employability programmes for Youth, Agricultural yield improvement programmes, Livestock development for sustainable livelihood for Farmers.
· Primary Health Related Interventions.
1.
2. The composition of the CSR Committee Mr. Mahesh Paranjpe (Chairman)Mr. Sanjay BhandarkarMrs. Anjali Kulkarni
3. Average net profit of the company for last three financial years.
` 28,51,22,000/-
4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above)
` 57,02,438/- 2% Requirement` 0.0 - Unspent balance of FY 2017-18` 57,02,438/- Total
5. Details of CSR spend during the financial year
(a) Total amount spent for the financial year ` 70,04,672/-
(b) Amount unspent, if any Nil
(c) Manner in which the amount spent during the financial year is detailed below:
1 Remedial Education for School Students
Education Kodihalli, Bedareddyhalli & Rajapura villages, District Chitradurga, Karnataka
5,88,525 5,88,525 5,88,525 Health Environment and Socio-Economic Literacy Project
1 2 3 4 5 6 7 8
Sr. No.
CSR project or activity identified
Sector in which the project is
covered
Project/ Program (Specify local area/ State and District)where projects or
programs wereundertaken
Amoun
