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Orient Green Power Company Ltd.

BSE: 533263 Sector: Infrastructure
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OPEN 20.20
VOLUME 10174290
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52-Week low 1.75
Mkt Cap.(Rs cr) 1,655
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Sell Price 0.00
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OPEN 20.20
CLOSE 21.25
VOLUME 10174290
52-Week high 28.75
52-Week low 1.75
Mkt Cap.(Rs cr) 1,655
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Shareholders.

Your Directors take pleasure in presenting the Thirteenth Annual Report on the businessand operations of the Company along with the audited financial statements for thefinancial year ended March 31 2020

Results of our Operations

Rs. in Lakhs




2019-20 2018-19 2019-20 2018-19
Sales and Other Income 8480.39 5488.58 38864.94 37016.99
Profit / (Loss) before Depreciation Interest and Tax & Exceptional items 4715.63 4050.57 28201.78 27348.47
Finance Costs 536.30 3471.85 15344.83 19279.38
Depreciation and Amortisation 83.45 1.14 9152.29 11373.83
Profit / (Loss) before Tax 4095.88 577.58 3704.66 (3304.74)
Less : Provision for Tax - - - 13.59
Profit / (Loss) for the year 4095.88 577.58 3704.66 (3318.33)
Profit / (Loss)from discontinued operations (1162.43) (1226.65) (1716.55) (1545.97)
Other Comprehensive Income 10.62 (1.68) 78.06 (96.72)
Total Comprehensive Profit/(Loss) for the year 2944.07 (650.75) 2066.17 (4961.02)
Non-Controlling Interest - - (319.77) 25.24
Total Comprehensive Profit / (Loss) for the Year attributable to shareholders of the Company 2944.07 (650.75) 2385.94 (4986.26)

Business Performance

With assets located across some of the best wind sites of the country the Company hasseen a steady increase in its revenues and operating profitability over the years. TheCompany has a good mix of renewable projects spread across several states. A healthy mixof old and new assets ensures steady and consistent generation of units. The problemsassociated with grid back down have now been resolved and the power plants continue tooperate in an environment wherein grid availability continues to remain at elevated levels- excess of 95%.

For the year the REC market continued to remain buoyant on the back of steady demand.Average price realizations for the certificate stood at Rs. 1643 for the year as againstaverage realization of Rs. 1188 during previous year. The optimism in the market isexpected to persist over the coming years on the back of robust demand.

COVID-19 is the most tumultuous most catastrophic and the most defining epoch of ourlifetime. With no precedence it has rattled lives and economies across the world andIndia has not been spared either. The Government's decision to put the country into fulllockdown during the latter phase of the fourth quarter had no impact on the Companyperformance.

Performance at Consolidated Level

Revenues on consolidated basis for the year stood at Rs.38864.94 lakhs as againstRs.37016.99 lakhs reported for the corresponding period last year.

EBITDA for the year stood at Rs. 28201.78 lakhs as against Rs. 27348.47 lakhs duringprevious year. EBITDA margins stood at 73% for both years as well.

Depreciation for the year stood at Rs. 9152.29 lakhs as against Rs. 11373.83 lakhsrecognized during last year. During the year based on a technical assessment on theuseful life of wind mills through an independent valuer the useful life of certainwindmills has been revised from 22 years to 27 years. This revision of useful life on aconsolidated basis resulted in reduction in depreciation expense for the year byRs.2380.61 lakhs.

Interest expense for the year stood at Rs. 15344.83 lakhs as against the previous yearof Rs19279.38 lakhs.

Profit after tax for the year stood at Rs. 3704.66 lakhs as against a loss of Rs.3318.33 lakhs reported for last year.

The loss from discontinued operations stood at Rs. 1716.55 lakhs as against Rs.1545.97 lakhs in previous year.

Scheme of Arrangement

During the year the Board of Directors of the Company at their meeting held on 30thJanuary 2020 has approved the Draft Scheme of Arrangement. The Company through Scheme ofArrangement aims at providing the fair and true financial position of the Company. Underthe Scheme of Arrangement the Company proposes to reduce its Issued Subscribed Paid UpEquity Share Capital ("Paid Up Capital") its Securities Premium Account("Securities Premium" or "SPA") and provision for doubtfuldebts/investments/assets to create a Business Reconstruction Reserve Account ("BRRAccount") which shall be utilized to neutralize cash business losses doubtfulinvestments loans advances impaired assets etc in the manner as provided under theterms of the Scheme of Arrangement.

Upon the Scheme coming into effect and as on the Appointed Date the equity sharecapital of the Company being Rs. 7507239770 divided into 750723977 equity shares ofRs.10 each shall be reduced to Rs. 3753619885 divided into 750723977 equity sharesof Rs.5 each. In essence the issued subscribed and paid up equity share capital of theCompany as on the Appointed Date shall be reduced by Rs. 3753619885/- ("ReducedCapital Amount"). The amount of Rs. 3753619885 Rs. 4695209520 and Rs.1816843400 shall be transfered from Equity Share Capital Securities premium accountand Provisions carried against doubtful assets account respectively to BusinessReconstruction reserve account.

The Company through this Scheme of Arrangement by creating the BRR Account on reducingthe Paid Up Capital

Securities Premium and provision for doubtful debts/ investments/assets would utilizethe same in the manner as provided below.

The BRR balance created under Scheme of Arrangement shall be utilized to adjust andwrite-off the same against:

A) Identified Cash Business Losses to the extent of Rs. 614.75 crores incurred by theCompany up to the Financial Year 31st March 2017;

B) Identified doubtful investments loans and advances and interest thereon amountingto Rs. 181.68 crores.

C) Losses on account of Impairment of assets/investments/ intangibles/Advances in thebooks of account of Company if any for forthcoming two financial years from the date ofscheme becoming effective;

D) Upon the completion of 2 years from the Effective Date of the Scheme of Arrangementthe residual balances if any standing to the credit of BRR shall be transferred toSecurities Premium account.

The Scheme of Arrangement has been formulated and presented under section 52 66 230and other applicable provisions of the Companies Act 2013. Pursuant to this Scheme theinterests of any shareholder or creditor or any stakeholders would not be prejudiced oraffected. The restructuring exercise would only allow the Company to represent and arriveat its true fair and correct financial position.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries prepared inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards specified under Section 133 of the Companies Act 2013 ('theAct') read with relevant rules issued thereunder form part of the Annual Report and arereflected in the Consolidated Financial Statements of the Company.

The annual financial statements of the subsidiaries and related detailed informationwill be kept at the Registered Office of the Company and will be available to investorsseeking information at any time.

The Company has adopted a Policy for determining Material Subsidiaries in terms ofRegulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ('Listing Regulations'). The Policy asapproved by the Board are available on our website at


The Company has not declared any dividend due to inadequate profit earned by theCompany during the year.

Share Capital

During the year under review there is no change in the Share Capital of the Company.

Change in promoters Shareholding

During the financial year Janati Bio Power Private Limited one of the Promoter of theCompany has acquired equity shares of the company from the other Promoters Group. Thedetails of which are as follows.

Name of the Company from whom shares are acquired No. of Shares
SVL Limited 262399137
Nivedana Power Private Limited 34335659
Syandana Energy Private Limited 34335659

The above transactions are inter-se transfer of shares amongst Promoters and PromotersGroup as a part of internal arrangement.

Particulars of Loans guarantees and investments

The Particulars of Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the Notes to the financial statements provided in thisAnnual Report.

Material changes and commitments affecting financial position between the end of thefinancial year and date of the report

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of the report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review in terms ofRegulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of the Annual Report.


As at 31st March 2020 your Company had a total of 7 subsidiaries and 4 step downsubsidiaries and 1 Associate the details of which are given elsewhere in the AnnualReport under the relevant Sections.

During the year the Company has disinvested one of its wholly owned subsidiaryBiobijlee Green Power Limited and accordingly ceased to be a subsidiary of the Company.

The information as required under the first proviso to sub-section (3) of Section 129is given in Form AOC-1 is appended as Annexure 1 to the Board's Report.

Further pursuant to the provisions of Section 136 of the Companies Act 2013("Act") financial statements of the Company Consolidated financial statementsalong with the relevant documents and separate audited accounts in respect of thesubsidiaries of the Companies are available in the website of the Company


The Company has not accepted any deposits either from the shareholders or public and assuch no amount of principal or interest was outstanding as on the date of Balance Sheet.

Corporate Governance

The Company has been complying with the provisions of Corporate Governance asstipulated in Regulations 24 27 and other relevant provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A separate report on CorporateGovernance along with Auditors' Certificate on compliance of the Corporate Governancenorms as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forming part of this report are provided elsewhere in thisAnnual Report.

internal Control System

The Company has in place an adequate system of internal controls commensurate with itssize requirements and the nature of operations. These systems are designed keeping inview the nature of activities carried out at each location and the various businessoperations. The company has documented a robust and comprehensive internal control systemfor all the major processes to ensure reliability of financial reporting timely feedbackon achievement of operational and strategic goals compliance with policies procedureslaws and regulations safeguarding of assets and economical and efficient use ofresources.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrols system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. During the year the Audit Committee metregularly to review reports submitted by the Internal Audit. All significant auditobservations and follow-up actions thereon were reported to the Audit Committee. The AuditCommittee also met the Company's Statutory Auditors to ascertain their views on thefinancial statements including the financial reporting system compliance to accountingpolicies and procedures the adequacy and effectiveness of the internal controls andsystems followed by the Company.

Your Company also has a Risk Management Framework in place covering all critical areasof operation. This framework is reviewed periodically keeping in mind the businessdynamics and external environment and provides the guidelines for managing the variousrisks across the business.

Directors' Responsibility Statement

The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015 as amendedfrom time to time the provisions of the Act (to the extent notified) and guidelinesissued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribedunder Section 133 of the Companies Act 2013 ('the Act') read with Rule 3 of theCompanies (Indian Accounting

Standards) Rules 2015 and Companies (Indian Accounting Standards) Amendment Rules2016. The Company has adopted all the Ind AS standards and the adoption was carried out inaccordance with applicable transition guidance. Accounting policies have been consistentlyapplied except where a newly issued accounting standard is initially adopted or a revisionto an existing accounting standard requires a change in the accounting policy hitherto inuse.

The directors confirm that:

(i) In the preparation of the annual accounts for the year ended 31st March 2020 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2020 statement ofProfit and Loss and statement of cash flows of the Company for the year ended on thatdate;

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the Directors had prepared the annual accounts of the Company on a Rs goingconcern' basis.

(v) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are reasonably adequate and operatingeffectively; and

(vi) t he Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are reasonably adequate and operatingeffectively.

Number of Board Meetings

The Board of Directors met 4 (four) times in the year 2019-20. The details of the boardmeetings and the attendance of the Directors are provided in the Corporate GovernanceReport. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.

Familiarization Program for independent Directors

The Company will impart Familiarization Programme for new Independent Directorsinducted on the Board of the Company. The Familiarization Programme of the Company willprovide information relating to the Company wind energy / renewable energy industrybusiness model of the Company geographies in which Company operates etc. The programmealso intends to improve awareness of the Independent Directors on their roles rightsresponsibilities towards the Company. Further the Familiarization Programme should alsoprovide information relating to the financial performance of the Company and budget andcontrol process of the Company. The format of the letter of appointment is available onour website Compliance.asp

Directors and Key Managerial Personnel

a) Re-appointment: -

Mr. T. Shivaraman (DIN: 01312018) retires by rotation and being eligible offershimself for re-appointment in accordance with the provisions of Section 152(6) andArticles of Association of the Company. A resolution seeking shareholders' approval forhis re-appointment forms part of the Notice.

Mr. Venkatachalam Sesha Ayyar has been reappointed as Managing Director of the Companyfor a further period of 3 years with effect from 23.09.2019 till 22.09.2022. The same wasapproved by the Shareholders of the Company through Postal Ballot Process on 31st March2020.

b) Key Managerial Personnel - Mr. K.V Kasturi has resigned from the position of ChiefFinancial Officer with effect from 31st March 2020. Ms. J. Kotteswari has been appointedas Chief Financial Officer of the Company.

c) I ndependent Directors: - The Company has received the declarations from eachindependent directors of the Company under Section 149(7) of the Companies Act 2013 thatthey meet the criteria of independence as laid down in Section 149(6) of the Act.

Committees of the Board

The Company has following committees of the Board:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholder's Relationship Committee

4. Risk Management Committee

5. Investment/Borrowing Committee

6. Corporate Social Responsibility Committee

7. Capital Reduction Committee

A detailed note on the composition of the Board and its committees is provided in theCorporate Governance Report a part of this Annual Report.

Related Party Transactions and Particulars of contracts or arrangements made withrelated parties.

All the related party transactions that were entered into during the Financial Year2019-20 were on an arm's length basis and in the ordinary course of business. There are nomaterially significant Related Party transactions made by the Company with PromotersDirectors or Key Management Personnel etc. which may have potential conflict with theinterest of the company at large.

All Related Party Transactions are presented to the Audit Committee and the Board. Astatement of all related party transactions was presented before the Audit Committeespecifying the nature value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website at Compliance.asp

The details of the contracts or arrangements i.e. transactions with Related Partiesduring the year are provided in the accompanying financial statements and also in formAOC-2 is appended as Annexure 2 to the Board's Report.

Evaluation of the Board's Performance

In compliance with the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the performance evaluation of the Board was carried outduring the year under review. More details on the same are given in the CorporateGovernance Report.

Prevention of Sexual Harassment at workplace

The Company has always provided a congenial atmosphere for work to all the employeesthat is free from discrimination and harassment including sexual harassment. It hasprovided equal opportunities of employment to all without regard to their caste religioncolour marital status and sex. There were no cases reported during the financial yearunder the said policy.

Audit reports and Auditors

Audit reports

1. The Auditors' Report for the year 2019- 2020 does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatements in this Annual Report.

2. The Secretarial Auditors' Report for the year 20192020 does not contain anyqualification reservation or adverse remark. The Secretarial Auditors' Report is enclosedas Annexure 3 to the Board's report.

3. As required by the Listing Regulations the auditors' certificate on corporategovernance is enclosed. The auditors' certificate for Year 2019-2020 does not contain anyqualification reservation or adverse remark.


Statutory Auditor

M/s. G.D.Apte & Co (Registration No.100515W) Chartered Accountants Mumbai hadbeen appointed as Statutory Auditors of the Company as per Section 139 of the CompaniesAct 2013 for a period of 5 years from the conclusion of Tenth Annual General Meeting tillthe conclusion of Fifteenth Annual General Meeting by the members at the Annual GeneralMeeting held on August 09 2017.

Internal Auditor

Internal Audit of the company is handled by M/s. Sundar Srini & Sridhar anindependent Chartered Accountant firm for evaluating the adequacy of internal controlsand concurrently reviews majority of the transactions in value terms.

Independence of the firm and compliance is ensured by the direct reporting of the firmto the Audit Committee of the Board.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. M Alagar &Associates Practicing Company Secretary CP No. 8196 were appointed as SecretarialAuditors for the financial year 2019-20 to audit the secretarial and related documents ofthe Company.

Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March 2020 oncompliance of all applicable SEBI Regulations and circulars/guidelines issued thereunderwas obtained from M/s. M Alagar & Associates Secretarial Auditors and submitted toboth the stock exchanges.

Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 asamended your Company has instituted a comprehensive Code titled as "Orient GreenPower Company Limited Code of Conduct" which lays down guidelines and advises theDirectors and Employees of the Company on procedures to be followed and disclosures to bemade while dealing in securities of the Company.

Conservation of energy research and development technology absorption foreignexchange earnings and outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rule 2014 is appended as Annexure- 4 to theBoard's report.

Particulars of Employees

The Information as required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure- 5 to the Board's report.

The Information as required under Rule 5(1) & Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in anannexure forming part of this Annual report. In terms of the first provision to Section136 of the Act the report and accounts are being sent to members excluding the aforesaidAnnexure. Any member interested in obtaining the same may write to the Company Secretaryat the Registered office of the Company. None of the employees listed in the said annexureare related to any directors of the Company.

Significant and Material orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

Compliance with Secretarial Standards

During the year under review the Company has complied with all the applicableSecretarial Standards.

Extract of Annual Returns

As per the requirements of Section 92(3) of the Act and the rules framed thereundertheextract of the annual return for FY-20 is given in Annexure 6 in the prescribed Form No.MGT-9 which is a part of Board's Report.

Board Policies

The details of the policies approved and adopted by the Board are as follows:

Whistleblower Policy (Policy on Vigil Mechanism)

The company has adopted a whistle blower mechanism for directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation of thecompany's code of conduct and ethics. Details of the policy are available on our websiteat http://orientgreenpower. com/Companies-Act-and-SEBI-Compliance.asp WhistleBlower Policy.

Insider Trading Policy

The policy provides the framework in dealing with securities of the Company. Details ofthe policy are available on our website at to regulate Monitor and Report trading by Insiders.

Policy for Determining Materiality for Disclosures

The policy applies to disclosures of material events affecting the Company and itssubsidiaries. Details of the policy are available on our website at for Determining Materiality of Events.

Nomination and Remuneration Policy

This policy formulates the criteria for determining qualifications competenciespositive attributes and independence for the appointment of the director (Executive/non-executive) and also the criteria for determining the remunerations of the directorsKey Managerial Personnel senior management. Details of the policy are available on ourwebsite at Act-and-SEBI-Compliance.asp

Corporate Social Responsibility Policy

The policy outlines the company's strategy to bring about a positive impact on societythrough programs relating to hunger poverty education healthcare environment and lowerits resource footprint. Details of the CSR policy are available on our website at

Policy on Material Subsidiaries

The policy is used to determine the material subsidiaries of the company. Details ofthe policy are available on our website at

Related Party Transactions Policy

The policy regulated all transactions between the company and its related parties.Details of the policy are available on our website at

Documents Retention and Archival Policy

The policy deals with the retentions and archival of corporate records of the Companyand all its subsidiaries. Details of the policy are available on our website at

Succession Planning

The Nomination and Remuneration Committee of the Board ('NRC') oversees matters relatedto succession planning of Directors Senior Management and other Key Executives of theCompany

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ('the Rules') anyApplication money received by the company for allotment of securities and due for refundshall be transferred to the IEPF established by the Central Government after thecompletion of seven years. Further according to the Rules the amounts which have notbeen paid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the IEPF account created by the IEPF Authority. Accordingly on 5th October2017 unclaimed Share Application money amounting to Rs. 16750 has been transferred toIEPF account as per the requirements of the IEPF rules.

Disclosure requirements

• The Company complies with all applicable mandatory Secretarial Standards issuedby the Institute of Company Secretaries of India.

• None of the Auditors of the Company have reported any fraud as specified underthe second proviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force);

• The Company does not have any scheme or provision of money for the purchase ofits own shares by employees/ Directors or by trustees for the benefit of employees/Directors; and

• The Company has not issued equity shares with differential rights as todividend voting or otherwise.

Green Initiative

Electronic copy of the Annual Report for FY2020 and the Notice of the ensuing AGM isbeing sent to all shareholders whose email addresses are available in demat account andregistered with Company's Registrar and Share Transfer Agent. As per the General CircularNo. 20/2020 of Ministry of Corporate Affairs dated May 5 2020 shareholders holdingshares in demat form are requested to update their email addresses with their DepositoryParticipant(s) and for shareholders holding shares in physical form should get theiremail registered with Link Intime India Private Limited Company's Registrar and ShareTransfer Agent.


Your Directors wish to convey their deep appreciation to all the employees customersvendors investors Bankers Financial Institutions for their sincere and dedicatedservices as well as their collective contribution to the Company's performance.

Your Directors also thank the Government of India Government of various States inIndia and concerned Government Departments for their co-operation.

For and on behalf of the Board of Directors

Venkatachalam Sesha Ayyar T.Shivaraman
Chennai Managing Director Director
June 10 2020 DIN:06698233 DIN:01312018