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Dear Members,
Your Directors are pleased to present Nineteenth Annual Report of the Company together
with the Audited Financial Statements for the Financial Year ended March 31, 2023.
1. OPERATIONAL & FINANCIAL HIGHLIGHTS
The Management Discussion and Analysis Report for FY 23 is part of the Integrated
Annual Report and explains the operating and financial performance of the business for the
year.
Summary of the Financial Statements of the Company for the year under review is as
under:
(H in Crore except per share data)
|
Standalone |
Consolidated |
Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Total income |
19,271 |
14,012 |
26,076 |
14,493 |
Profit before tax and exceptional items |
2,931 |
1,814 |
3,041 |
1,864 |
Exceptional item |
-- |
1,300 |
-- |
1,300 |
Profit before tax |
2,931 |
514 |
3,041 |
564 |
Total comprehensive income for the year (after non-controlling
interest) |
2,111 |
412 |
2,124 |
456 |
Add: Balance brought forward |
5,700 |
5,908 |
5,646 |
5,841 |
Balance available for appropriation |
7,811 |
6,320 |
7,770 |
6,297 |
Appropriations |
|
|
|
|
Transfer to / (from) specific reserves |
2 |
(77) |
11 |
(46) |
Dividend paid |
1,057 |
697 |
1,057 |
697 |
Balance carried to balance sheet |
6,752 |
5,700 |
6,702 |
5,646 |
Basic and diluted earnings per share (k per share) |
44 |
9 |
44 |
9 |
2. DIVIDEND
As per Dividend Distribution Policy, the Company endeavours to distribute approx. 40%
of its consolidated annual profits after tax as dividend in one or more tranches. The
Board of Directors, on February 14, 2023, declared interim dividend of I 22.00 per equity
share (including I 13.00 per equity share as a Special dividend) on 48,06,16,784 nos. of
equity shares for FY23 [PY I 9.00 per equity share, including final dividend].
The Board, on May 29, 2023, has recommended final dividend of I 4.00 per equity share
on 48,06,16,784 nos. of equity shares for FY23 [PY NIL per equity share]. The proposal is
subject to the approval of shareholders at the ensuing Annual General Meeting and if
approved, would result in a cash outflow of I 192.25 Crore.
The total outflow on account of dividend is I 1,249.61 Crore [PY I 432.56 Crore]. i.e.
57.57% [PY 93.92%] of consolidated total comprehensive income for FY23.
The Dividend Distribution Policy of the Company can be accessed at the Company's
website https://www.torrentpower.com/pdf/investors/ DividendDistributionPolicv.pdf
3. TRANSFER TO RESERVES
The Company has transferred H87 Crore from Debenture Redemption Reserve to General
Reserve during the year under review. An amount of H2 Crore has been transferred to
certain specific reserves, as described in the Statement of Changes in Equity being part
of the Standalone Financial Statements.
4. FINANCE
During the year, ratings of the Company and its wholly owned subsidiaries were rated by
various rating agencies movement of which are reproduced below:
1. CRISIL reaffirmed Companies' long-term rating and short-term credit rating at
AA+/Stable and A1+ respectively. India Ratings has also reaffirmed short term rating at
IND A1+ to the Commercial Paper Programme of the Company;
2. Torrent Solargen Limited, a wholly owned 5. subsidiary of the Company, was
assigned long term rating of (i) AA/Stable by CRISIL for its nonconvertible debentures of
I 550 Crore and (ii) AA/ Stable by India Ratings for Capex LC facility of
I 700 Crore;
3. The long-term credit ratings for Jodhpur Wind Farms Private Limited and Latur
Renewables Private Limited were reaffirmed by CRISIL at AA+(CE)/Stable;
4. Long term rating of Surya Vidyut Limited was upgraded by CARE from A-/Credit watch
with developing implications to AA-/Stable;
Finance cost of the Company (on a consolidated basis) increased to I 818 Crore as
against I 628 Crore in FY22.
The increase in finance cost was on account of higher debt and increase in interest
rates commensurate to hardening of interest rates in the economy.
During the year under review, the Company:
(i) t ied-up long term loan of I 1,200 Crore from which I 900 Crore were availed to
finance capital expenditure for its distribution business;
(ii) raised I 1,400 Crore by way of issuance of secured non-convertible debentures,
mainly to repay part of its existing debt and to partly fund the acquisitions during the
year;
(iii) raised I 550 Crore by way of issuance of Green Bonds (unlisted, non-convertible
debentures) to finance renewable project in wholly owned subsidiary named Torrent Solargen
Limited;
(iv) refinanced long term loan of I375 Crore in wholly 5. owned subsidiary named
Surya Vidyut Limited;
(v) prepaid long term loan of I 174 Crore in wholly owned subsidiary named Torrent
Saurya Urja 6 Private Limited (formerly known as LREHL Renewables India SPV 1
Private Limited);
The Company has repaid long term debt of I 1,157 Crore (including mandatory prepayments
of I 168 Crore).
Outstanding consolidated long term debt as on March 31, 2023 was I 10,521 Crore (Refer
Note 25 to the Consolidated Financial Statements). Consolidated debt to equity (including
deferred tax liability) ratio as at the end of FY 23 was 0.92 (Previous Year: 0.83).
The particulars of loans given, guarantees provided and investments made during the
year are disclosed in Note 55 to the Standalone Financial Statements.
The Company, being an infrastructure company, is exempt from the provisions as
applicable to loans, guarantees, security and investments under Section 186 of the
Companies Act, 2013 (“the Act”).
SUBSIDIARIES AND ASSOCIATES
The Board has reviewed the affairs of the Company's Subsidiaries and Associates at
regular intervals. In accordance with Section 129(3) of the Act, the Company has prepared
Consolidated Financial Statements incorporating the Financial Statements of all
Subsidiaries which form part of the Annual Report. Further, a statement containing salient
features of the Financial Statements of the Company's Subsidiaries is given in prescribed
Form AOC-1, which forms part of the Integrated Annual Report (Refer Page No. 422).
The said Form also highlights the financial performance of each of the Subsidiaries
included in the Consolidated Financial Statements.
The details pertaining to the Companies that have become or ceased to be the Subsidiary
or Associate of the Company during the year are provided in Note no. 43 to the
Consolidated Financial Statements, forming part of the Integrated Annual Report.
In accordance with Section 136 of the Act, the Financial Statements of the Company,
Consolidated Financial Statements alongwith separate Audited Financial Statements in
respect of Subsidiaries are available for inspection by the Members at the Registered
Office of the Company during the business hours on all working days. Any person desirous
of obtaining the said Financial Statements may write at cs@torrentpower. com. The
Annual Report of the Company and Audited Financial Statements of each of the Subsidiaries
have been placed on the website of the Company at www.torrentpower.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The Members, at the 18th AGM held on August 8, 2022, approved:
• Appointment of Radhika Haribhakti (DIN: 02409519) as an Independent Director of
the Company for a term of 5 consecutive years commencing from August 7, 2021 till August 6,
2026 (both days inclusive), shall not be liable to retire by rotation.
• Appointment of Mamta Verma, IAS (DIN: 01854315) as Director of the Company,
liable to retire by rotation.
• Appointment of Ketan Dalal (DIN: 00003236) as an Independent Director of the
Company for a term of 5 consecutive years commencing from May 11, 2022 till May 10, 2027
(both days inclusive), shall not be liable to retire by rotation.
• Re-appointment of Samir Mehta (DIN: 00061903) as Chairperson of the Board of
Directors and the Company for a period of 5 years w.e.f. April 1, 2023, liable to retire
by rotation.
• Re-appointment of Jinal Mehta (DIN: 02685284) as Managing Director of the
Company for a period of 5 years w.e.f. April 1, 2023, liable to retire by rotation.
The Board, at its Meeting held on August 8, 2022, appointed Varun Mehta (DIN:
07862034) as an Additional Director of the Company w.e.f. August 8, 2022 till the
conclusion of the next General Meeting. Subject to approval of the Members, in the said
Meeting, he was also appointed as Wholetime Director of the Company for a period of 5
years effective from August 8, 2022. The Members, vide resolution passed through
Postal Ballot on September 20, 2022, approved his appointment as Wholetime Director of the
Company for a period of 5 years effective from August 8, 2022.
Samir Barua (DIN: 00211077) completed his second and final term as an Independent
Director of the Company on September 30, 2022. The Board placed on record its sincere
appreciation for valuable contribution made by him during his tenure as Independent
Director of the Company.
In accordance with the provisions of Section 152 of the Act, read with rules made
thereunder and Articles of Association of the Company, Jinal Mehta (DIN: 02685284) is
liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being
eligible offers himself for re-appointment.
The Board, at its Meeting held on April 13, 2023, appointed Saurabh Mashruwala as Chief
Financial Officer (CFO) & Whole-time KMP of the Company w.e.f April 14, 2023 in place
of Lalit Malik, who resigned as CFO & Whole-time KMP of the Company w.e.f close of
business hours of April 13, 2023.
A brief resume and other relevant details of the Director proposed to be re-appointed
are given in the Explanatory Statement to the Notice convening the AGM.
7. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from the Independent Directors
confirming that they meet the criteria of independence as prescribed under the Act and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the
Listing Regulations”). The Independent Directors are in compliance with the Code of
Conduct prescribed under Schedule IV of the Act and the Code of Business Conduct adopted
by the Company.
8. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION POLICY
The Nomination and Remuneration Committee (“the NRC”) has approved following
criteria and process for identification / appointment of the Directors:
Criteria for appointment:
i. Proposed Director (“Person”) shall meet all statutory requirements and
should:
• possess the highest ethics, integrity and values
• not have direct / indirect conflict with present or potential business /
operations of the Company
• have the balance and maturity of judgment
• be willing to devote sufficient time and energy
• have demonstrated leadership and vision at senior levels, and have the ability
to articulate a clear direction for the Company
• have relevant experience with respect to Company's business (in exceptional
circumstances, specialisation / expertise in unrelated areas may also be considered)
• have appropriate comprehension to understand or be able to acquire that
understanding
- relating to Corporate Functioning
- concerning the scale, complexity of business and specific market and environmental
factors affecting the functioning of the
Company
ii. The appointment shall be in compliance with the Board Diversity Policy of the
Company.
Process for Identification / Appointment of Directors:
i. Board members may (formally or informally) suggest any potential person to the
Chairperson of the Company meeting the above criteria. If the Chairperson deems fit,
necessary recommendation shall be made by him to the NRC.
ii. Chairperson of the Company can himself also refer any potential person meeting the
above criteria to the NRC.
iii. The NRC will process the matter and recommend such proposal to the Board.
iv. The Board will consider such proposal on merit and decide suitably.
Remuneration Policy:
The Company has in place a policy relating to the remuneration of the Directors, KMP
and other employees of the Company. The policy is available on the website of the Company
at https://www. torrentpower.com/pdf/investors/Remuneration Policv.pdf
9. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The evaluation of the Board, its Committees and Individual Directors was carried out as
per the process and criteria laid down by the Board of Directors.
The proforma formats for facilitating the evaluation process of the Non-Independent
Directors and the Board as a whole and the Committees were sent to all the Non-Executive
Directors (except Promoter Directors). A presentation on functioning of the Board and the
Committees, containing the outcome of their evaluation and feedback was reviewed by the
Independent Directors in their separate Meeting and by the Board. Based on the feedback,
the Board expressed satisfaction on overall functioning of the Board, the Committees and
performance of the Directors.
10. MEETINGS OF THE BOARD, COMMITTEES & COMPLIANCE TO SECRETARIAL STANDARDS
The Board meets at regular interval, with gap between two Meetings not exceeding 120
days. During the year under review, the Board met four times.
The Board has six committees namely Audit Committee (AC), Nomination and Remuneration
Committee (NRC), Corporate Social Responsibility and Sustainability Committee (CSRSC),
Stakeholders Relationship Committee (SRC), Risk Management Committee (RMC) and Committee
of Directors (CoD). A detailed note on the composition of the Board and its Committees
(AC, NRC, SRC and RMC) is provided in the Corporate Governance Report, forming part of the
Integrated Annual Report. Composition of CSRSC is given in the Report on CSR Activities (Annexure
- C). CoD is a Board Committee to facilitate routine executive decisions and exercise
of authority granted by the Board in various matters. The Minutes of the Committee
Meetings are reviewed at by the Board at the Board Meeting.
During the year under review, the Company has complied with the provisions of
Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial
Standard 2 (relating to General Meetings) issued by the Institute of the Company
Secretaries of India.
11. DIRECTORS' RESPONSIBILITY STATEMENT
I n terms of Section 134(3) of the Act, the Board of Directors states that:
a. i n preparation of the Financial Statements, the applicable accounting standards
have been followed and there are no material departures;
b. t he directors have 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 as at March 31, 2023 and of the profits
for the year ended March 31, 2023;
c. the directors have 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 and for preventing and detecting fraud and other irregularities;
d. the Financial Statements have been prepared 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 are operating
effectively; and
f. t he Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
12. AUDITORS STATUTORY AUDITORS
The Members, at the 18th Annual General Meeting (AGM) of the Company held on
August 8, 2022, had re-appointed M/s. Price Waterhouse Chartered Accountants LLP as
Statutory Auditors of the Company for a period of 5 years from conclusion of 18th
AGM till conclusion of 23rd AGM.
The Auditors' Report for FY23 forms part of the Integrated Annual Report and does not
contain any qualification, reservation or adverse remark.
COST AUDITORS
Pursuant to Section 148(3) of the Act, M/s. Kirit Mehta & Co., Cost Accountants,
Mumbai had been reappointed as the Cost Auditors of the Company for FY23 by the Board of
Directors for conducting audit of cost records maintained in respect of electricity. Their
remuneration was ratified by the Members at 18th AGM of the Company.
The Cost Audit Report for FY22 does not contain any qualification and was filed with
the Central Government (within the prescribed time limit) on August 26, 2022 pursuant to
Section 148(6) of the Act.
SECRETARIAL AUDITORS
Pursuant to Section 204 of the Act read with the Rules thereof, the Board ofDirectors
had re-appointed M/s. M. C. Gupta & Co., Company Secretaries, Ahmedabad, as the
Secretarial Auditors of the Company for FY23. The Secretarial Audit Report for FY23 is
annexed herewith as Annexure - A.
There are no adverse observations in the Secretarial Audit Report which call for
explanation.
13. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to the
Financial Statements. The Statutory Auditors of the Company have audited such controls
with reference to the Financial Reporting and their Audit Report is annexed as Annexure A
to the Independent Auditors' Report under the Standalone Financial Statements and the
Consolidated Financial Statements which forms part of the Integrated Annual Report.
14. CORPORATE GOVERNANCE
In compliance with Regulation 34 read with Schedule V of the Listing Regulations, the
Report on Corporate Governance forms part of the Integrated Annual Report. Certificate of
the Auditors regarding compliance with the conditions of Corporate Governance is annexed
to the Board's Report as Annexure - B.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Activities undertaken by the Company were under the thrust areas of Community
Healthcare, Sanitation & Hygiene, Education & Knowledge Enhancement and Social
Care & Concern. During the year, the Company was required to spend T 32.62 Crore (2%
of the average net profit of the past three financial years and surplus of T 0.65 Crore
arising at implementing agency level from temporary investment of funds for FY 22). The
Company contributed to implementing agency T 32.99 Crore (including surplus of T 0.54
Crore arising at implementing agency level from temporary investment of funds for FY 23)
during the year. The total amount spent during the year was T 32.02 Crore. Further, the
unspent amount at the end of the year was transferred to “Unspent CSR Account”
of related ongoing projects at the implementing agency
level. The brief details of the major CSR activities are described hereunder:
1) REACH: Driven by the belief of Chairman Emeritus, Sudhir Mehta 'Children are the
future of our nation and this future must be well preserved', the flagship CSR program of
the Group “REACH” - Reach EAch CHild was initiated in the year 2016 under the
aegis of UNM Foundation, a Section 8 Company. REACH has three major pillars: (a) Grass
Root Interventions (b) Green Field Actions and (c) Other Allied Activities. Salient
achievements are:
• Grassroot Intervention Model: It targets to establish baseline health status
of children in age group of 6 months to 6 years, through medical camps in villages around
Surat, Dahej, Indrad and Balasinor. In Pre-Covid period, over 71,000 children were
screened in 351 villages. Post-covid, an additional 649 villages were covered, addressing
malnutrition in over 7,500 children with Mauji biscuits, bringing the total to 1,000
villages and over 78,000 children. Appropriate treatment regime resulted in benefiting
more than 69% Malnourished children and more than 90% anaemic children. About 73% children
having other ailments were also provided appropriate treatment with encouraging outcomes.
During the year, for the 1000 villages covered, fresh baseline medical camps were
organized to identify underweight malnourished and anaemic children across all four
locations. 748 villages have been covered and more than 37,000 children have been
screened. Supplement distribution and follow-up activities for identified malnourished and
anaemic children are ongoing.
In order to expand the coverage of REACH initiative, started conducting baseline
medical camps in Banaskantha and Radhanpur in Gujarat and more than 7,300 children have
been screened in 238 villages across these two locations.
Pilot projects have also been started in Agra, Bhiwandi and Union Territory of Dadra
and Nagar Haveli. 14 villages are covered and more than 500 children have been screened
across these three locations.
Till FY 23, on cumulative basis, more than 1,24,000 children of 1,214 villages are
screened.
• Greenfield Actions: Healthcare services are provided to children up to 18
years. There are three Paediatric Health Centres (PHCs) with basic laboratory and day-care
facility at Dahej, Balasinor and Indrad, while fourth major centre near SUGEN Power Plant
has a 150 bed paediatric hospital 'UNM
Children Hospital' which is part of 'Rangtarang' complex started in FY 20. In FY 23,
more than 94,000 OPDs have been carried out across all 4 locations.
Further, 2 PHCs have been started at Waghai and Chhapi during FY 22 and 3 PHCs have
been started at Dediapada, Naswadi and Radhanpur during FY 23. Regular OPDs are conducted
at Waghai, Dediapada and Chhapi while weekly OPDs are conducted at Naswadi and Radhanpur.
In FY 23, more than 14,000 OPDs had been carried out across these PHCs.
These PHCs will be scaled up appropriately in future depending on feedback as well as
demand of health care services from the respective local population.
I n FY 23, more than 1,00,000 OPDs had been carried out across all 9 centres.
Cumulative OPDs are more than 4,00,000 till March 31, 2023 across these centres.
• Other Allied Initiatives: Counselling and Support was provided to rural
adolescent girls around SUGEN, Dahej & Indrad centres covering menstrual hygiene and
sanitation, by providing sanitary napkins absolutely free of cost to the beneficiaries.
This has resulted in reducing prevalent social taboos and ultimately increasing
confidence and self-esteem amongst beneficiaries.
During the year, based on encouraging feedback of pilot experiment for biodegradable
and reusable sanitary napkins, more than 27,000 beneficiaries of 615 villages have been
switched over to such napkins. More than 7,800 beneficiaries of 167 villages were enrolled
and provided regular sanitary napkins on monthly basis.
More than 35,000 beneficiaries have been covered in 800 villages across SUGEN, Dahej
& Indrad centers. More than 28,000 beneficiaries of 633 villages have been switched to
Bio-degradable reusable sanitary napkins.
• Community Healthcare: Post COVID-19, the OPD and day care clinic
“Sumangal”, part of the 'Rangtarang' hospital complex, has also been scaled up
and caters to the communities and villages around. The footfalls at “Sumangal”
are now about 300 patients 2) per day. Cumulatively, more than 3,92,000 OPD has
been carried out till March 2023. Services being provided include ENT, Dental Care,
Physiotherapy, Pathology and Radiology facilities and special consultations in
ophthalmology, dermatology, gynaecology etc.
• UNM Children Hospital: Previously known as Balsangam, the hospital underwent
a name change to UNM Children Hospital in October 2022. Towards expanding its operations,
the focus has been to offer regular as well as complex surgeries.
I n FY 23, more than 44,000 OPD consultations for children were done culminating into
an average of 142 per day as opposed to 37 average per day in FY 22. More than 1,400 IPD
cases handled during the year.
A total of 209 patients were served through the Neo-natal ICU (NICU) and Paediatric ICU
(PICU) for their critical conditions. Looking to the continuous growing need, the
capacities of the NICU and PICU were enhanced in February 2023.
The Hospital handled more than 780 surgeries in FY 23, which included major and supra-
major operations.
Facilities and services offered under UNM Children Hospital have been enhanced to cover
paediatric super specialities like Ophthalmology, Orthopaedic, Neurology, Plastic surgery,
Endocrinology, Haematology, and Pulmonology. The number of visiting Doctors in FY 23 have
been increased to 27 covering a total of 14 speciality disciplines.
To spread awareness of the hospital, various camps were organized in village schools
and temples, targeting areas with less healthcare facilities like Vankal (Mangrol),
Sutharvada, Kalwada (Near Valsad), Kamrej, Vyara etc. Team of Doctors screen children and
provide treatment. In appropriate cases, counselling is also provided to them. Awareness
campaign have also been done via newspapers, leaflets distribution, radio advertisement,
hoardings, community meetings.
Through Founder's Day documentary and video clip regarding Hospital subsequently
circulated, we could reach out to patients from Pan India and have recorded 157 patients
coming to the hospital for treatment, of which 25 were operated upon in our Hospital.
Shiksha Setu: Project Shiksha Setu which literarily means “bridging
education” aims at reducing the gap in teaching-learning processes in the classroom.
Phase 1 of the project was launched in the year 2011 focusing on the integration of
technology in the classroom. The project covered 21 schools for language and math
subjects. Phase 2 of Project Shiksha
Setu continued focusing on technology integration in 13 schools for five subjects from
the year 2016 to 2019. The sudden outbreak of Covid-19 resulted in school closure for
almost two academic years. Students' learning levels were impacted severely. In addition
to technology integration in the classroom,
UNM Foundation launched Shiksha Setu Phase 3 in August, 2021 focusing on universal
age-appropriate reading and arithmetic competencies amongst students from grades 3 to 8,
and employable skills for the youth and women. Following are the programs being
implemented in phase 3 of Project Shiksha Setu.
Learning Enhancement Program (LEP): LEP program aims at universalization of age
appropriate reading and arithmetic competencies amongst children form grade 3 to 8.
Students who are not able to read are provided remedial support by Pratham Education
Foundation. More than 3000 children have been reached during the FY 2022-23. Considering
the feedback from the teachers and principals, UNM Foundation modified the strategy and
introduced 19 “ShikshaMitra”, 3) volunteers from the community
to provide continuous support to the students as a pilot. This led to higher number of
children who could able to read. In order to understand misconceptions amongst students
especially in mathematics subject, UNM Foundation initiated a pilot project
“SuGanitam”. Students from grade 6 to 8 were assessed on various learning
indicators in math subject in five schools. Common misconceptions were identified. UNM
Foundation developed various teaching Learning material and worksheets. School teachers
followed the strategies suggested by UNM Foundation.
E-Learning Project: UNM Foundation continued with E-Learning Program at 10 schools.
Schools are provided digital content along with 20 smart classes and 37 student labs.
Three Field Technical Supervisors were deputed to provide onsite support to the schools.
UNM Foundation has conducted third party impact assessment study of the E-Learning
project phase 2. Impact Assessment Report of the same is enclosed with the CSR Annual
Report FY 2022-23.
Second Chance Program (SCP): Aiming to support dropout students to complete grade
10, UNM Foundation launched Second Chance Programme in August, 2021 at Chhatral cluster.
The students were enrolled in National Institute of Open Schooling. Learning classes were
organized in the community throughout the year. 66 students successfully passed the
examination in the academic year 2021-22. 78 students have enrolled for academic year
2022-23.
Life skills sessions and career counselling sessions
were also facilitated with the objective to help student nurture critical thinking,
decision making and inculcate aspirations.
Vocational Training Program (VTP): UNM Foundation launched Vocational Training
Program in August 2021 to enhance employable skills of youth and women in the Chhatral
cluster. More than 320 students were provided vocational skills in different trades like
General Duty Assistant, Data Entry Operator, Sewing Machine Operator and Domestic
Electrician. 85 plus youth have been provided job opportunities. Many women who were
trained on Sewing Machine Operator are now self-employed in their vicinity. UNM Foundation
carried out a need assessment cum skill gap study during FY 23. The study covered more
than 100 small and medium industrial units to find out technical skills they require in
the Chhatral GIDC. UNM Foundation has planned to introduce technical courses like Welder
& Fitter for the youth and advanced Sewing Machine Operator trade for women in FY 24.
Pratiti-Development and Maintenance of Public Parks:
The PRATITI initiative is supported & funded by the UNM Foundation, and all the
gardens are designed and developed with a mission to provide the best environmental
conditions to live in, by providing the citizens with recreational areas by creating
parks, gardens, ponds, and lakes near their neighbourhood with reduced level of air and
noise pollution by improving micro-alignment at the city level, and to recharge
groundwater through ponds and lakes.
The Company along with one of India's best known landscape design firms developed an
approach for development of urban public parks. In Ahmedabad, six small sized parks
measuring approx. 33,000 sq. mt. have been fully developed and opened for public use
during FY19, one small sized park admeasuring 740 sq. mt. was fully developed and opened
for public use in FY21 and one large sized park (Victoria Garden) measuring approx. 28,300
sq. mt. was also fully developed and opened for public use in FY22. One more large sized
park (Parimal Garden) measuring approx. 36,700 sq. mt. was fully developed and opened for
public use in FY23. In Ahmedabad, total 9 nos. of parks measuring more than 98,000 sq. mt.
area were fully developed and opened for Public use in last five years. In Surat, the
development of Ravi Shankar Maharaj Garden (RSG) measuring approx. 5,700 Sq. mt. and
Jyotindra Dave (JDG) measuring approx. 29,000 Sq. mt. are under progress and the
development of Lake View Garden measuring approx. 28,600 Sq.mt. to be commenced soon.
Maintenance of these public parks is also funded from CSR Contribution of the Company.
4) Sanskardham Equestrian Center: Gujarat historically has been known for horses and
horsemanship. Some of the best indigenous horses of the country are raised in both rural
and urban Gujarat. This innate and energetic passion for horses can catapult into medals
and laurels for the nation at The Olympics, The Commonwealth Games and other World Level
Equestrian Competitions.
While Gujarat may have a cultural inclination towards horsemanship, till now the
infrastructure was lacking to be able to train the children to make the champion
equestrian sportsmen and sportswomen. Gujarat required a world class academy which offers
top horses, training areas and the best coaches to groom the children of Gujarat for
equestrian sports and more specifically, the three Olympic equestrian disciplines:
1. Dressage
2. Show Jumping
3. Eventing
A plan is being set to harness the equestrian spirit of Gujarat and it is initiated by
building the Sanskardham Equestrian Center facility which bring the results in the 2036
Olympics.
Infrastructure Development at Sanskardham Equestrian Center are Riding Arena, Round
Yard, Renovation of Stables, New thoroughbred riding horses, Hiring of staff,
Beautification of the facility with new Signage Systems, Saddlery & Equipment for
children and instructors, Staff Rooms and Feed & Equipment Rooms.
Skill Development being done through Sanskardham Equestrian Center as Hiring of Coaches
& Staff, Systems & Process, Staff Training, Feed Program Set Up, Veterinary
Guidelines, Safety Guidelines and Training programs for students.
Facilities at Sanskardham Equestrian Center in Phase 1 includes three main disciplines
i.e., Riding, Show Jumping and Dressage.
Plan in brief for Phase 2: Create entirely new infrastructure and thereby increase
capacity of the equestrian center. With increased enrolment, 40 students can be trained
and top students are to be given specialized training for equestrian competitions in the
Olympic equestrian disciplines of horse riding, jumping and dressage.
5) Shardashish School: The Company has earmarked donation of I 15 Crore during FY23 and
FY24 (I 6 Crore donated in FY20) to UNM Foundation for construction of new school
building and related infrastructure at Shardashish School situated in the premises of
AMGEN Power Plant's housing colony at Sabarmati in Ahmedabad. Nearly 532 students came
to this school from economically disadvantaged background, mainly from Sabarmati slums.
The new school building will cater facilities like Tutorial room, Computer room, Smart
room with Projector, Laboratory, Library, Assembly Hall, additional new classes, Kids play
zone, Music room, etc.
The Company spent I 16.23 Lakh during FY 23 to fund the deficit in the school
expenditure in excess of government grants. The amount is provided by way of contribution
to Amdavad Vidyut Kelavani Samaj, the sponsor trust.
In addition to above, the Company continued other social activities during the year, as
described hereunder:
• Differently abled persons (with impaired hearing and speech) are provided
employment once trained for routine cleaning of solar panels at GENSU power plant, thus
providing them a dignified livelihood. Bus facilities was extended for their daily commute
to work.
• Employment opportunities for uneducated and destitute locals for horticulture,
house keeping and canteen work at industrial and office facilities have been a continuous
source of goodwill amongst the neighbouring villages.
The Report on CSR activities is annexed herewith as Annexure - C.
Donations
The Company has made donations amounting to I 19.91 Crore towards various organisations
engaged in activities related to healthcare, education, arts & culture, science,
sports, relief to disaster victims; socio-economic development including skill
development, self-help groups, upliftment of women, integrated development of tribes,
protection of consumer rights, building of toilets etc.
16. ENVIRONMENT, HEALTH AND SAFETY (EHS)
The Company accords utmost importance to EHS in its various operations. The key
developments concerning EHS during FY23 include:
• Integrated Management System (IMS) was implemented to ensure a safe, healthy and
environmental friendly working which includes Quality Management System (QMS) (ISO
9001:2015), Environment Management System (EMS) (ISO 14001:2015), Occupational Health and
Safety Standard (ISO 45001:2018), Energy Management System (EnMS) (ISO 50001:2018), Asset
Management
System (AMS) (ISO 55001:2014) at SUGEN, GENSU, DGEN Power Projects, Ahmedabad, Surat,
Dahej, Bhiwandi, Shil, Mumbra, Kalwa and Agra Distribution units, Information Security
Management System (ISMS) (ISO 27001:2013) at SUGEN and DGEN and were periodically
certified with surveillance audit by TUV India. IMS was also implemented in seven newly
acquired RE Sites which includes Quality Management System (QMS) (ISO 9001:2015),
Environment Management System (EMS) (ISO 14001:2015), Occupational Health and Safety
Standard (ISO 45001:2018) and was successfully audited by TUV India and have been
recommended for IMS Certification. Now all 19 sites of RE are IMS certified. Bhiwandi's
Meter Testing Lab. received NABL Accreditation for Testing in May 2022 & NABL
Accreditation for the calibration renewed for further period of 2 years in September 2022.
• The Company's residential townships, Shardashish at SUGEN Mega Power Project and
Meghdhanush at DGEN Mega Power Project have implemented and maintained township management
systems with International Standards of Environment Management System (EMS) (ISO
14001:2015) and Occupational Health and Safety Management Standard (ISO 45001:2018) and
are periodically certified with surveillance audit by TUV India. Meghdhanush township of
DGEN Mega Power Project is also certified with Platinum certification by Indian Green
Building Council (IGBC) under IGBC Green Residential Societies Rating valid up to 2023.
• SUGEN and DGEN Mega power projects have received QCFI and JUSE re-certification
in FY23 for Five-S Workplace Management System. SUGEN and DGEN Mega power projects have
maintained and excelled in workplace management with implementation of Five S and are
awarded Gold Trophies for FY23 by Quality Circle Forum of India (QCFI) under Ankleshwar
Chapter Convention of Quality Concept (ACCQC-22) for Kaizen and Five-S categories
respectively. Management is determined to enhance it further by implementation of other
reputed standards of business excellence. In recent, management had initiated for the
deployment of reputed EFQM model.
• A mobile based software application FRO (Field Round Observation) has been
implemented across the sites to enhance safety performance of all RE sites by capturing
Safety, Quality and 5S observations in the system during field rounds of sites. A uniform
safety activity calendar has been implemented for all RE sites to ensure all safety
related planned activities are timely completed as per the schedule at all sites. Safety
initiatives
like; internal audit, workplace safety surveys, periodic inspection of tools and
tackles, internal / external mock drills for strengthening emergency preparedness,
campaign for encouraging near- miss-reporting, first aid training, daily tool box talk,
basic training on electric safety and its hazards etc. were taken throughout the year by
RE site teams for positive engagement of work force in safety to further enhance safety
culture. Safety weeks were celebrated with participation from ground level workforce,
awards were given to identified best safety performers to develop a culture based on sound
safety system.
• AMGEN developed online application with help of IT team for maintaining &
effective compliance monitoring for safety related observation. Safety commitment yearly
drive with the theme of “Safety starts with me” to emphasise safety ownership
and to further strengthen workplace safety to eliminate any potentiality of safety
incidents. Several Safety related programmes and celebrations, such as national safety
week, road safety week, electrical safety week, and national fire services day, to engage
all levels of relevant stakeholders and create a vibrant and motivating environment for
safety within AMGEN.
• SUGEN Mega Power Project has continued to record no reportable Lost Time
Accident (LTA) in FY23. SUGEN achieved 11.01 million LTA free manhours up to March, 2023
i.e., ~10.2 Years of reportable accident-free days. DGEN Mega Power Project has continued
to record no reportable Lost Time Accident FY23. DGEN achieved 4.65 million LTA free
manhours up to March, 2023 i.e., ~ 7.5 Years of reportable accident-free days. Renewable
sites have achieved 'reportable Lost Time Accident free' of 6.5 million Hours as on March
31, 2023.
• The Company is committed to its core value “passions for excellence”
and in continuation of journey of excellence, in FY 22-23, Torrent Power Limited - Surat
& Dahej has successfully implemented 5S Workplace Management System at the Central
Warehouse at Surat Unit and whole Dahej Unit and achieved certification of JUSE (Union of
Japanese Scientist and Engineers). Subsequently, Surat and Dahej Units had participated in
the 36th National Convection on Quality Concept organized by OCFI- Aurangabad
Chapter in December 2022. In this, case study of successful implementation of 5S workplace
management system was represented by both the Units and this was appreciated with
certification of A-par Excellence. Management is determined to enhance it further by
implementation of other reputed standards of business excellence. In recent, management
had initiated for the deployment of reputed EFQM model.
• SUGEN Mega Power Project has implemented various environment conservation
initiatives such as organizing stakeholders awareness sessions on environment related
topics and Environmental Laws / Legal Compliances / Sustainable Approach, routing of SUGEN
Pretreatment water plant and Circulating water pump house roof drains to collect rain
water to systems and reuse of Circulating water pump house drainage water into cooling
tower makeup, replacement of ODS refrigerant R-22 with alternate non ODS refrigerant
R-438, Ammonia Leak sensors installation in Ammonia dosing containers, and process
optimization of circulating water pumping system to reduce overall energy consumption and
water savings on account of drift losses as well as unit cold start-up optimization
without auxiliary steam.
• SUGEN Mega Power Project has implemented various Safety Improvement initiatives
such as installation and connection of fire water header pressure transmitter to DCS for
continuous monitoring, use of empty IBCs as secondary collection trays, converting scrap
frames to safely transport loose gas cylinders, replacement of SFU in Power Block HVAC
units with MPCB, installation of cage type ladders for deep raw water line valve pits,
reutilizing by shifting and commissioning of 2 X 5 m3 FRP tanks for PAC storage in SUGEN
Raw water treatment.
• DGEN Mega Power Project has further improved environment conservation initiative
to collect the rain water in reservoir by constructing additional arrangements to route
storm water drains. Rain/ Storm Water harvesting system was installed at GENSU which is
being used for irrigation of periphery road plantation. Rain water harvesting facility has
also been installed at TSU6PL solar site.
• DGEN Mega Power Project has implemented various safety initiatives like platform
railing modification for safe maintenance of Motors in all HRSGs, Provision of control
supply from upstream of emergency supply to prevent emergency shutdown of HVAC panel in
00UCA, Modification of power control center air conditioner drain line to avoid water
carryover to electrical panels, Overflow line of Chemical storage tanks is kept open and
extended up to the ground level in the dyke area with NRV to avoid catastrophic failure of
the tank, One of the DM tanks is kept under dry preservation with dehumidifier, Partial
replacement of the HRSG water is started during FSNL trial to keep the
steam/water system in momentum/circulation or to avoid stagnancy.
• AMGEN had implemented a Safety Kiosk with customized videos to improve worker
safety training and competency evaluation. Tool Box Talks were strengthened further by
incorporating audits and cross-functional witnesses, including seniors. Robust annual shut
down safety system with practical safety gallery for effective tool box talks, 24 X 7
safety monitoring by cross function team and third party safety team for ensuring zero
safety related incidents. Continued focus on safety initiatives like; workplace safety
surveys, periodic inspection of tools and tackles, unit level and department level mock
drills, table top exercises, practical operation training for using fire extinguishers.
Online daily Tool Box Talk is conducted with participation from RE site team and senior
leadership.
• Ahmedabad Distribution Unit has implemented Safety initiatives like roll-out of
EHS Life Saving Rules Posters, EHS engagement session with Licensed Electrical
Contractors, workplace EHS audits, periodic inspection of tools and tackles, mock drills
for strengthening emergency preparedness, campaign towards Road Safety Week/National
Safety Week/Electrical Safety Week/ World remembrance Day/ Energy Conservation Day/
Environment Day; training on reptile awareness, work at height-scaffold inspector, road
safety & defensive driving were taken throughout the year for positive engagement of
work force to further enhance safety culture. Safety improvement initiatives such as use
of Vertical Fall Arrestor System for EHV tower, U-guard fitting on two wheeler towards
road safety during kite flying season, development of snake & ladder game based road
safety handout, EHS awareness booklet.
• 16432 man-hours training and 172 mock drills were conducted across the RE sites
in FY 2022-23. Specialized training programs were organised as per GWO(Global Wind
Organisation) standard including Work at Height, Basic First Aid, Fire Safety Awareness,
Active and Passive Height Rescue and Manual Handling for reducing risk during work in Wind
Turbine Generator across RE sites. Specialized online training capsules were given to site
team on electrical safety (10 Modules) & ensured effectiveness of training by training
evaluation. Special training and attention were given to identify and close unsafe
conditions and acts across RE sites. TBTs are conducted to mitigate safety risk in jobs.
Specialized training programs on high-risk activities such as height work, lifting
operations, hot works, confined space works were organized for identified company's
employees and contractor's employee at Systematic Innovative School (SIS) of
L&T-Hazira by Surat and Dahej Distribution Units.
• Learning and development was undertaken throughout the year by organising
training through external trainers on topics - First Aid training, Scaffold Erection
Training, Scaffold Inspector Training, Electrical Fire Prevention training, Confined Space
safety training aiming for enhanced Safety performance in work execution. Moreover,
specific sessions such as diet control, Nutrition food for better health, heat related
hazards, mental health, Ergonomics are conducted to develop consciousness amongst
stakeholders and improve overall health performance at SUGEN and DGEN.
• Torrent Power Aapne Dware & School Program on Electrical Safety & Energy
conservation are conducted on regular basis.
• Surat and Dahej Distribution units installed Insulated Busbar and Piranha
Connectors in LV Mini Section Pillars in power theft prone area. Identification of the
power theft prone area and Installation 10 Nos. of insulated connectors in LV Mini Section
Pillars as a pilot project. Busbars are insulated, waterproof and theft proof and
increased safety and reduced direct power theft. After installation of insulated
connectors in September 2022, overall power theft of 176817 Units prevented from these LV
Mini Section Pillars of insulated connectors in September 2022.
• SUGEN and DGEN Mega Power Projects have continued Stakeholders engagement
encouraging near-miss-reporting and EHS suggestions, Safety committee meetings and special
forums such as Samanvay, quarterly publication of “SugEnSust” environmental
sustainability newsletter, implementing digital based application for reporting Safety
Corrective Actions that provides ease of reporting safety observations also with use of
mobile instrument thus improving safety management system by enhanced data collection,
participation and data analysis.
• AMGEN conducted comprehensive health check up for employees at OHU and Apollo
Hospitals also conducted Yoga and Zumba sessions during International Yoga Day and
Conducted Marathon (AMGETHON) for employees for 5 KMs and 10 KMs at the Sabarmati River
Front, Ahmedabad. During the entire year, 34 health-related awareness
sessions pertaining to various diseases like lifestyle diseases, de-addiction from
tobacco consumption, Ergonomics, mental health, HIV, prevention of lung diseases, the
session on world health day, world diabetes day, world obesity day, First Aider training,
special session on health and hygiene for women employees and contract workers. Health
magazine “E-Health newsletter” is published for the employees once a quarter.
• Ahmedabad Distribution unit implemented safety improvement initiatives such as
One-day followup audit carried out in September 2022 through British Safety Council on
Five Star Occupational Health & Safety recommendations given during previous grading
audit in March 2021. The 100% scoring elements increased from 18 to 41 & unit was
appreciated for initiatives & management programs. Online health talks on common
health problems; such as awareness about tobacco hazard , Cancer awareness, Leprosy day,
HI V & AIDS awareness, hypertension, World kidney day, diabetes, health day, Yoga
Therapy day, lifestyle diseases. Automated External Defibrillators are procure to overcome
the medical emergencies (cardiac attack), AEDs are advanced equipment and provides medical
life support system.
• Actions taken to enhance safety in public domain and environment protection:
- Conversion of Oil Type DT to Dry type
- Use of Natural ester oil type distributiontransformer
- Conversion of Oil type RMU to SF6 RMU
- Identification and replacement of unsafe assets
- LT Panel, MSPs and meter boxes.
• Surat and Dahej Distribution Units implemented Robotic Technology for the
cleaning of the underground water tank. By this initiative, human intervention in the
confined space had been eliminated. It also eliminated the waste of water as no need of
emptying water tank. This has enhanced the human safety and saving of 9.30,000 litres of
water. Installation of Roof top solar system with PV Capacity @32 KW at Varachha (E) PSC
Building along with auto water sprinkler cleaning system. Approximately, 65000 units
generation is expected with this system.
• Safety precaution notices were published in local newspapers both in Bhiwandi
and SMK. To raise awareness regarding safety a seminar was
organized for all vendor partners of Bhiwandi and SMK in October 2022. Safety awareness
training is provided to contract workers at their premises. Safety Awareness training
provided to one HT Consumer at their premises during national safety week. Safety poster
competition during Celebration of National Safety Week. Safety awareness training is
provided to contract workers at their premises. Defensive Driving Training by external
faculty was conducted on March 8 and March 9, 2023. Various events organized for
employees Celebration of fire service week (April 14 to April 20), Environment Day (June
5), Celebration of Road Safety Week (January 11 to January 17) Celebration of National
Safety Week (March 4 to March 10). Letters were distributed to Ganesh Mandals for safe
precautions to be taken during celebration of Ganeshotsav Festivals. Publicity campaigns
were carried out in various localities and consumers were made aware of the safety
measures to be taken. Public Awareness notices regarding maintaining maintenance of safe
clearance from overhead conductors / lines were published in newspapers both in Marathi
and Hindi languages. Installed Padlocks on all the 100% DTC & FSP to avoid any fatal /
non-fatal incident inside DTC premises.
• At Agra Distribution, Compressive Hazard Identification and Risk Assessment
(HIRA) and Environmental Aspect and Impact Assessment of all the departmental operations,
devising respective control measure, exploration of opportunities further enhancement
Occupational Health and Safety and Environmental Sustainability Management System.
Distribution units conducted Health check-up programme for all employees & special
test like Audiometry test is mandated for all Call centre personnel and Color Vision test
& Eye site test for all Drivers. Safety Training (Safety Management including
electrical safety, Behavioural Based Safety, Road Safety First Aid and Animal Bite
Prevention) were imparted to employees & external
service providers to inculcate safety as behavioural aspect of them.
• To improve environmental sustainability, the concept of an environmental marshal
was introduced, and a team comprised of representatives from various departments was
formed to improve the plant environment and raise awareness at the department level.
Celebration of world water day with aim to increase environment awareness and mass
participation. Quarterly publication of the Environment Newsletter initiated for knowledge
sharing and awareness improvement. Instead of replacing electronic cards,
repaired/refurbished cards are used to minimize e-waste.
17. VIGIL MECHANISM
The Company has in place a Vigil Mechanism / Whistle Blower Policy pursuant to the
applicable statutory requirements. The details of the Whistle Blower Policy are explained
in the Report on Corporate Governance.
18. I NVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Sections 124 and 125 of the Act and Investor Education
and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from
time to time, the Company has, during the year under review, credited unpaid / unclaimed
Dividend to IEPF Authority and equity shares to the Demat account of IEPF Authority as per
the details mentioned below:
Financial Year |
Unpaid / Unclaimed Dividend transferred (in K) |
No. of equity shares
transferred |
2014-15 (Final) |
51,17,620.50 |
40,447 |
2014-15 (Final) of |
3,08,387.00 |
|
erstwhile Torrent Cables |
|
|
Limited |
|
|
During the year under review, the Company has also credited following dividend to IEPF
Authority against equity shares already transferred:
Financial Year |
Dividend (in Rs) |
Amount credited to IEPF* (in RS) |
No. of equity shares already transferred |
2022-23 (Interim dividend) |
22.00 per share |
3,52,51,603.00 |
20,36,943 |
* Net of Tax Deducted at Source (includes Tax + Surcharge + Cess as applicable) which
was I 95,61,143/-.
The Members whose shares and unclaimed dividend have been transferred to the IEPF Demat
Account and IEPF account respectively, may claim the shares or apply for refund of
dividend by making an application to the IEPF Authority in web Form I EPF-5 (available on
http://www.iepf.gov.in). The details of Members whose dividend remained unpaid /
unclaimed for 7 consecutive years or more may be accessed at Company's website at www.torrentpower.com.
The details of unpaid / unclaimed dividend lying in unpaid Dividend accounts as on
March 31, 2023, are mentioned below:
Sr. No. Dividend for Financial Year |
Due date for transfer to IEPF |
Amount of Unpaid / Unclaimed Dividend (in k) |
1. 2015-16 (Interim) of Torrent Power Ltd. |
April 15, 2023 |
1,56,04,794.00* |
2. 2016-17 (Final) of Torrent Power Ltd. |
September 6, 2024 |
1,14,68,824.40 |
3. 2017-18 (Final) of Torrent Power Ltd. |
September 6, 2025 |
1,47,14,790.00 |
4. 2018-19 (Final) of Torrent Power Ltd. |
September 10, 2026 |
1,13,27,920.00 |
5. 2019-20 (Interim) of Torrent Power Ltd. |
March 19, 2027 |
2,48,74,030.80 |
6. 2020-21 (Interim) of Torrent Power Ltd. |
March 17, 2028 |
1,00,67,540.50 |
7. 2020-21 (Final) of Torrent Power Ltd. |
September 11, 2028 |
96,96,455.50 |
8. 2021-22 (Interim) of Torrent Power Ltd. |
March 11, 2029 |
1,43,51,504.00 |
9. 2022-23 (Interim) of Torrent Power Ltd. |
March 22, 2030 |
NIL** |
*The Company has transferred Unclaimed Interim Dividend for FY 2015-16 to IEPF
Authority within statutory time limit.
**As the Company has paid dividend through demand draft to those shareholders whose
bank account details are not available with the Company and expiry date of such demand
draft is on June 7, 2023, and hence there is NIL balance as the Company is not able to
identify the unpaid balance in said dividend account as on March 31, 2023.
The actual amount lying in unpaid dividend accounts along with corresponding shares
related thereto will be transferred to IEPF Authority within statutory timeline as
applicable.
Rahul Shah, Company Secretary, has been appointed as Nodal Officer of the Company and
details of the Nodal Officer are available on the website of the Company at
https://www.torrentpower.com/index. php/investors/iepf.
19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
As stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report
(BRSR) forms part of the Integrated Annual Report.
20. RISK MANAGEMENT
The Company has in place a Risk Management framework for a systematic approach to
control risks. The Risk Management Policy of the Company lays down procedures for risk
identification, assessment, monitoring, review and reporting. The Policy also lists the
roles and responsibilities of the Board, Risk Management Committee, Chief Risk Officer,
Risk Champions and Risk Co-ordinators. The Risk Management process is reviewed and
monitored by the functional heads.
Management Discussion and Analysis Report, which forms part of the Integrated Annual
Report identifies key risks which can affect the performance of the Company.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with the related parties are given in the
prescribed Form AOC-2, annexed herewith as Annexure - D and in the section on the
Related Party Transactions in the Report on Corporate Governance.
22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to
time, are forming part of this Report as Annexure - E.
23. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
24. THE EXTRACT OF THE ANNUAL RETURN
In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company is available on the website
of the Company https://www.torrentpower. com/pdf/investors/FormMGT7 20230620183121.pdf
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details relating to conservation of energy, technology absorption, foreign exchange
earnings and outgo prescribed under Section 134(3)(m) of the Act read with Companies
(Accounts) Rules, 2014 are given in the Annexure - F, which forms part of this Report.
• During the year under review, there are no changes in the nature of business.
• There are no material changes and commitments affecting the financial position
of the Company, which has occurred between end of Financial Year
i.e. March 31, 2023 and the date of Directors' Report
i.e. May 29, 2023.
• No significant and material orders were passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operation in future.
26. OTHER DISCLOSURES
• During the year under review, the Company has neither accepted nor renewed any
fixed deposits.
27. APPRECIATION AND ACKNOWLEDGEMENTS
The Board of Directors is pleased to place on record its appreciation for the continued
support received from all stakeholders including government, regulatory authorities and
financing institutions. The Board is thankful to the Members and employees for their
unstinted support and contribution.
For and on behalf of the Board of Directors
|
Samir Mehta |
May 29, 2023 |
Chairperson |
Ahmedabad |
DIN: 00061903 |
|