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Orient Green Power Company Ltd.

BSE: 533263 Sector: Infrastructure
NSE: GREENPOWER ISIN Code: INE999K01014
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OPEN 2.80
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VOLUME 942769
52-Week high 3.69
52-Week low 1.67
P/E
Mkt Cap.(Rs cr) 208
Buy Price 2.76
Buy Qty 9250.00
Sell Price 2.77
Sell Qty 23658.00
OPEN 2.80
CLOSE 2.85
VOLUME 942769
52-Week high 3.69
52-Week low 1.67
P/E
Mkt Cap.(Rs cr) 208
Buy Price 2.76
Buy Qty 9250.00
Sell Price 2.77
Sell Qty 23658.00

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

Company auditors report

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Orient Green PowerCompany Limited ("the Company") which comprise the Standalone Balance Sheet asat March 31 2020 the Standalone Statement of Profit and Loss (including OtherComprehensive Income) Standalone Statement of Changes in Equity and Standalone Statementof Cash Flows for the year then ended and notes to the financial statements including asummary of significant accounting policies and other explanatory information (hereinafterreferred to as "the standalone financial statements").

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 Companies Act 2013 (''the Act'') in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2020 and its profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143 (10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Rs Auditor's Responsibilities for the Audit of the Standalone FinancialStatements' section of our report. We are independent of the Company in accordance withthe Rs Code of Ethics' issued by the Institute of Chartered Accountants of India ('theICAI') together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules thereunder and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of Matters:

We draw attention to the following matters in the Notes to the standalone financialstatements:

i. Considering the restrictive covenants by consortium banks on the subsidiary viz.Beta Wind Farm Private

Limited the company has on a prudent basis not recognized the finance income of Rs4141.91 lakhs during the year ended March 31 2020 (cumulative Rs 22847.91 lakhs uptoMarch 31 2020) on loan measured at amortized cost consequent to fair valuation ofinvestment in preference shares. Had the company recognized the finance income the profitbefore tax for the year would have been higher by Rs 4141.91 lakhs (cumulative Rs22847.91 Lakhs up to March 31 2020) and the loan to subsidiary would have been higher byRs 22847.91 Lakhs.

ii. Considering accumulated losses in one of the subsidiaries viz. Beta Wind FarmPrivate Limited the company has tested the Investments of Rs 57163.08 lakhs in Equityinstruments and Loan of Rs 34195.80 lakhs for impairment/credit losses. Such testingperformed on an annual basis did not reveal any impairment losses.

iii. Entire global market experienced significant disruption in operations resultingfrom uncertainty caused by the Coronavirus (Covid 19) pandemic. As the company and itssubsidiaries (the Group) are into generation and supply of power and related maintenanceservices (which is an essential service) and considering the nature of agreements enteredwith customers the management believes that the impact on business is not significant ason March 31 2020. Nevertheless the uncertainty prevailing in the external environmentmight have an impact on the future operations of the company. The Company is also closelymonitoring the developments and is taking necessary steps to minimize the impact of thisunprecedented situation.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current year.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matter described below to be thekey audit matters to be communicated in our report:

Key Audit Matter Auditors Response
1 impairment testing of Company's investments in and loans to subsidiaries The audit procedures that were performed were as under:
• We have considered and reviewed Company's policy for impairment testing for investments and loans to subsidiaries.
As at 31st March 2020 the Company has gross investments in subsidiaries/associate amounting to Rs 75047.73 lakhs and loans and advances amounting to Rs 44865.38 lakhs.
• We reviewed the adequacy of the impairment provisions/credit losses estimated by the company for its Investments and Loans based on the net-worth of the subsidiaries/other companies the operating/ cash profits the net present value of cash flows on the basis of the projected financial statements approved by the Board of Directors and the valuation reports from Independent External Valuers. We have reviewed the reasonableness of the projected revenues expenses and the net present value of the cash flows (NPV) of the company and the discount rate involved. We have also compared the NPV with the carrying amounts of the assets in order to ascertain the adequacy of the provisions. According to the information and explanations given to us by the management of the company we have also considered the long gestation and the pay-back period involved in the Wind Power Projects while estimating the amount and the timing of the provisions/credit losses against the Investments and the Loans.
Considering the materiality and management judgement involved audit of impairment testing of Company's investments and provision for expected credit losses on loans to subsidiaries was determined to be a key audit matter.
• We have obtained and reviewed the reports on the valuations of the Windmills which was carried out by the company by engaging Independent Valuer.
• Our procedures did not reveal any material concerns on the provision for impairment and credit losses as considered in the financial statements.

information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and Analysisthe report of the Board of Directors and the report on the Corporate Governance but doesnot include the standalone financial statements and our auditor's report thereon.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingtotal comprehensive income changes in equity and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the IndianAccounting Standards (IND AS) specified under section 133 of the Act read with theCompanies(Indian Accounting Standards) Rules 2015 as amended including theCompanies(Indian Accounting Standards) Amendment Rules 2019. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatementswhether due to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe Board of Directors either intends to liquidate the Company or to cease operations orhas no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• I dentify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• C onclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current year and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the said Order to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge 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 Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended including the Companies(Indian Accounting Standards) Amendment Rules 2019.

(e) On the basis of the written representations received from the directors as on March312020 and taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2020 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" to this report.

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the act as amended in our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 (16) of the Act.

(h) 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 explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

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

For G. D. Apte & Co
Chartered Accountants
Firm Registration Number: 100 515W
Umesh S Abhyankar
Partner
Pune UDIN: 20113053AAAABO8641
June 10 2020 Membership Number: 113053

ANNEXURE a to the auditors report

(Referred to in paragraph under the heading Rs Report on Other Legal and RegulatoryRequirements' of our report of even date to the members of the Company for the year endedMarch 31 2020.)

i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) All the fixed assets were physically verified during the year by the Management inaccordance 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 Company is not required to maintain cost records under sub-section (1) ofsection 148 of the companies Act 2013.

vii. According to the information and explanations given to us in respect of statutorydues;

a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident fund Employees' State Insurance Income tax Goods and Services TaxCustom Duty Cess and other material statutory dues applicable to it with appropriateauthorities except certain delays in case of income tax deducted at source. There were noundisputed amounts payable in respect of Provident fund Employees' State InsuranceIncome-tax Goods and Services Tax Cess and other material statutory dues in arrears asat 31st March 2020 for a period of more than six months from the date they became payable.

b) There are no dues of Income tax Goods and Services Tax Custom duty as on 31stMarch 2020 which were not deposited on account of disputes.

viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of loans or borrowings to any banks existing asat 31 March 2020. The company has not availed any loans/borrowings from financialinstitutions or government and has not issued any debentures.

ix. I n our opinion and according to the information and explanations given by themanagement the monies raised by the Company by way of term loans were applied for thepurposes for which those were raised. The Company has not raised any monies by way ofinitial public offer/ further public offer during the year.

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 true andfair view of the financial statements and as per the information and explanations given tous we report that the managerial remuneration has been paid/provided in accordance withthe 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 and hence not commented upon.

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 standalone financialStatements.

xiv. According to the information and explanations given to us and based on ourexamination of the records of the company the Company has not made any preferentialallotment or private placement of shares

annexure b to the independent auditor's report

(Referred to in paragraph (f) under the heading Rs Report on other legal and regulatoryrequirements' of our report on even date on the Internal Financial Controls under Clause(i) of Sub-section 3 of Section 143 of the Companies Act 2013 (“the Act”) tothe members of the Company for the year ended March 31 2020)

To The Members of

Orient Green Power Company Limited

We have audited the internal financial controls over financial reporting of OrientGreen Power Company Limited ("the Company") as of March 31 2020 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the or fully or partly convertible debentures during the yearunder audit. Accordingly Clause (xiv) of the Order is not applicable to the company.

xv. Based upon the audit procedures performed and as per the information andexplanations given to us we report that the company has not entered into any noncashtransactions of the nature as described in section 192 (1) of the Act.

xvi. Based upon the audit procedures performed and according to the information andexplanations given to us the company is not required to be registered under section 45-IAof the Reserve Bank of India Act 1934.

For G. D. Apte & Co
Chartered Accountants
Firm Registration Number: 100 515W
Umesh S Abhyankar
Partner
Pune UDIN: 20113053AAAABO8641
June 10 2020 Membership Number: 113053

internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India (ICAI). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under theCompanies Act 2013.

Auditor's 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 in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing as specified under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls both issued by the Institute of Chartered Accountants of India. 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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the company's internal financial controls system overfinancial 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 over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2020 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: 100 515W
Umesh S Abhyankar
Partner
Pune UDIN: 20113053AAAABO8641
June 10 2020 Membership Number: 113053