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Orient Green Power Company Ltd.

BSE: 533263 Sector: Infrastructure
NSE: GREENPOWER ISIN Code: INE999K01014
BSE 00:00 | 21 Feb 2.80 -0.15
(-5.08%)
OPEN

3.09

HIGH

3.09

LOW

2.77

NSE 00:00 | 21 Feb 2.85 -0.10
(-3.39%)
OPEN

3.00

HIGH

3.00

LOW

2.80

OPEN 3.09
PREVIOUS CLOSE 2.95
VOLUME 364467
52-Week high 12.22
52-Week low 2.70
P/E
Mkt Cap.(Rs cr) 210
Buy Price 2.76
Buy Qty 2300.00
Sell Price 2.79
Sell Qty 5100.00
OPEN 3.09
CLOSE 2.95
VOLUME 364467
52-Week high 12.22
52-Week low 2.70
P/E
Mkt Cap.(Rs cr) 210
Buy Price 2.76
Buy Qty 2300.00
Sell Price 2.79
Sell Qty 5100.00

Orient Green Power Company Ltd. (GREENPOWER) - Auditors Report

Company auditors report

TO THE MEMBERS OF ORIENT GREEN POWER COMPANY LIMITED

Report on Ind AS Standalone Financial Statements

We have audited the accompanying Ind AS financial statements of Orient Green PowerCompany Limited ("the Company") which comprise the Balance Sheet as at March31 2018 the Statement of Profit and Loss (including Other Comprehensive Income) theCash Flow Statement and the Statement of Changes in Equity for the year then ended and asummary of the Significant accounting policies and other explanatory information.

Management's Responsibility for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Ind AS financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including Indian Accounting Standards (Ind AS) specified under Section133 of the Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in Ind AS financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of IndAS financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company's preparation ofInd AS financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of the accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2018 its loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the Ind AS financialstatements: (i) Considering the delays involved in seeking the regulatory approvals theCompany has withdrawn the composite scheme of Arrangement and Amalgamation between theCompany Bharath Wind Farm Limited and Biobijlee Green Power Limited.

(ii) The Company transferred the control of 8 Biomass subsidiaries with effect fromSeptember 07 2017 for an aggregate consideration of Rs. 4900 lakhs resulting in loss ofRs. 8306 lakhs. As further stated in this note the transfer of one biomass powerundertaking at Narsingpur Madhya Pradesh under a slump sale is under progress awaitingsecured creditors approval.

(iii) Considering the restrictive covenants by consortium banks on the subsidiary viz.Beta Windfarm Private Limited and the uncertainty associated with the recovery thecompany has on prudent basis not recognized the finance income of Rs. 3886.18 lacs duringthe year 2017-18 (cumulative Rs. 14698.34 lacs up to March 31 2018) on loan measured atamortized cost consequent to fair valuation of investment in preference shares. Had thecompany recognized the finance income the loss before tax for the year would have beenlower by Rs. 3886.18 lacs (cumulative Rs. 14698.34 lacs up to March 31 2018) andthe loan to subsidiary would have been higher by Rs. 14698.34 lacs.

Our opinion is not modified in respect of the matters described in above paragraph.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("theorder") issued by the Central Government in terms of Sanction 143(11) of the Act wegive in "Annexure A" a statement on the matters specified in paragraphs 3 and 4of the Order.

2. As required by Section 143(3) of the Act we report that:

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

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

(c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and the Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account;

(d) The aforesaid Ind AS financial statements comply with the Indian AccountingStandards prescribed under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 from being appointed as a director in terms of Section164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B". Our report expresses an unmodified opinion onthe operating effectiveness of the Company's internal financial controls over financialreporting.

(g) With respect to the other matters to be included in the Auditor's report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanation given tous:

(i) The Company has disclosed the impact of pending litigations on its financialposition in its Ind AS financial statements.

(ii) According to the information and explanations given to us and in our opinion theCompany does not have long-term contracts including derivative contracts for which therewere any material foreseeable losses.

(iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the company.

For G. D. Apte & Co
Chartered Accountants
Firm Registration Number: 100515W
C. M. Dixit
Chennai Partner
May 3 2018 Membership Number: 017532

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under the heading ‘Report on other legal andregulatory requirements' of our report on even date) (i) (a) The Company has maintainedproper records showing full particulars including quantitative details and situation offixed assets.

(b) Some of the fixed assets were physically verified during the year by the Managementin accordance with a programme of verification which in our opinion provides for physicalverification of all the fixed assets at reasonable intervals. According to the informationand explanation given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and based on the recordsexamined by us we report that the title deeds comprising all the immovable properties ofland and buildings are held in the name of the Company as at the balance sheet date.

(ii) According to the information and explanations given to us the inventories werephysically verified during the year by the Management at reasonable intervals and nomaterial discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under section 189 of theAct. Accordingly the provisions of clause 3(iii) (a) (b) and (c) of the Order are notapplicable to the Company.

(iv) Based on the audit procedures conducted by us and according to the information andexplanations given to us we are of the opinion that the provisions of section 185 of theAct have been complied with by the Company and the provisions of section 186 of the Actare not applicable to the Company being company providing infrastructural facilities asspecified in Schedule VI of the Act.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public as per the provisions of the Act.

(vi) The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Companies Act 2013 for electricity generation for the company. Wehave broadly reviewed the cost records maintained by the Company pursuant to the Companies(Cost Records and Audit) Rules 2014 as amended prescribed by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 and are of the opinionthat prima facie the prescribed cost records have been made and maintained. We havehowever not made a detailed examination of the cost records with a view to determinewhether they are accurate or complete. (vii) According to the information and explanationsgiven to us in respect of statutory dues;

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident fund Employees' State Insurance Sales tax Value added tax Servicetax Goods and Services Tax Cess and other material statutory dues applicable to it withappropriate authorities except certain delays in case of income tax deducted at source.There were no undisputed amounts payable in respect of Provident fund Employees' StateInsurance Income-tax Sales tax Value added tax Service tax Cess and other materialstatutory dues in arrears as at 31st March 2018 for a period of more than six months fromthe date they became payable.

(b) There are no dues of Income tax Sales tax Service tax Custom duty Excise dutyand Value added tax as on 31st March 2018 which were not deposited on account ofdisputes.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of loans or borrowings to any financialinstitution and banks as at 31 March 2018 except as under:

Banks/ Financial Institution Principal Amount Rs. In lacs Interest Amount Rs. In lacs Period Of Default
State Bank of India 524.21 60.38 Principal- June 2017 to March 2018 Interest- September 2017 to March 2018
State Bank of India 281.62 103.16 September 2017 to March 2018
Total 805.83 163.54

The company has not availed any loans/borrowings from government and has not issued anydebentures. (ix) During the year the Company has not raised moneys by way of initialpublic offer or further public offer (including debt instruments) and term loans.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and as per the information and explanations given bythe management we report that no fraud by the Company or any fraud on the Company by itsofficers or employees has been noticed or reported during the year.

(xi) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and as per the information and explanationsgiven to us we report that the managerial remuneration has been paid and provided inaccordance with the provisions of section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company and hence reporting under Clause (xii) of theOrder is not applicable.

(xiii) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and as per the information and explanationsgiven to us we report that the transactions with the related parties are in compliancewith sections 177 and 188 of the Act where applicable and the details as required by theapplicable accounting standards have been disclosed in the financial Statements.

(xiv) The company has made preferential allotment of 10924302 equity shares of Rs.10/- each at a premium of Rs. 2.55 per equity share. Based upon the audit proceduresperformed and as per the information and explanations given to us we report that thecompany has complied with the provisions of section 42 of the Act and the issue proceedsaggregating to Rs. 1371 lacs have been utilized for the purpose for which the funds wereraised. The company has not raised any funds by issue of fully or partly convertibledebentures.

(xv) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and as per the information and explanationsgiven to us we report that the company has not entered into any non-cash transactions ofthe nature as described in section 192 (1) of the Act.

(xvi) Based upon the audit procedures performed by us and as per the information andexplanations given to us we report that the company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934.

For G. D. Apte & Co
Chartered Accountants
Firm Registration Number: 100515W
C. M. Dixit
Chennai Partner
May 3 2018 Membership Number: 017532

"ANNEXURE B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(h) under ‘Report on other legal and regulatoryrequirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of OrientGreen Power Company Limited

("the Company") as of March 31 2018 in conjunction with our audit of the IndAS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing as specified under section 143(10) ofthe Act to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorisations ofmanagement of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlsystem over financial reporting and such internal financial control over financialreporting were operating effectively as at 31st March 2018 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal controls stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For G. D. Apte & Co.
Chartered Accountants
Firm Registration Number: 100515W
C. M. Dixit
Chennai Partner
May 3 2018 Membership Number: 017532