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Tata Power Company Ltd.

BSE: 500400 Sector: Infrastructure
NSE: TATAPOWER ISIN Code: INE245A01021
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OPEN 238.40
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VOLUME 1777796
52-Week high 298.00
52-Week low 121.75
P/E 19.71
Mkt Cap.(Rs cr) 75,185
Buy Price 235.25
Buy Qty 726.00
Sell Price 235.30
Sell Qty 77.00
OPEN 238.40
CLOSE 238.00
VOLUME 1777796
52-Week high 298.00
52-Week low 121.75
P/E 19.71
Mkt Cap.(Rs cr) 75,185
Buy Price 235.25
Buy Qty 726.00
Sell Price 235.30
Sell Qty 77.00

Tata Power Company Ltd. (TATAPOWER) - Auditors Report

Company auditors report

To the Members of

The Tata Power Company Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statementsof The Tata Power Company Limited ("the Company") which comprise the Balancesheet as at March 31 2022 the Statement of Profit and Loss including the statement ofOther Comprehensive Income the Cash Flow Statement and the Statement of Changes in Equityfor the year then ended and notes to the standalone Ind AS financial statementsincluding a summary of significant accounting policies and other explanatory information.In our opinion and to the best of our information and according to the explanations givento us the aforesaid standalone Ind AS financial statements give the information requiredby the Companies Act 2013 as amended ("the Act") in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2022 its profitincluding other comprehensive income its cash flows and the changes in equity for theyear ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements inaccordance with the Standards on Auditing (SAs) as specified under section 143(10) of theAct. Our responsibilities under those Standards are further described in the‘Auditor's Responsibilities for the Audit of the Standalone Ind AS FinancialStatements' section of our report. We are independent of the Company in accordancewith the ‘Code of Ethics' issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone Ind AS financial statements under the provisions of the Act and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on thestandalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone Ind AS financial statements forthe financial year ended March 31 2022. These matters were addressed in the context ofour audit of the standalone Ind AS financial statements as a whole and in forming ouropinion thereon and we do not provide a separate opinion on these matters. For eachmatter below our description of how our audit addressed the matter is provided in thatcontext. We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in the‘Auditor's Responsibilities for the Audit of the Standalone Ind AS FinancialStatements' section of our report including in relation to these matters.Accordingly our audit included the performance of procedures designed to respond to ourassessment of the risks of material misstatement of the standalone Ind AS financialstatements. The results of our audit procedures including the procedures performed toaddress the matters below provide the basis for our audit opinion on the accompanyingstandalone Ind AS financial statements.

Key audit matters How our audit addressed the key audit matter
Management's assessment of appropriateness of Going Concern assumption (as described in Note 43.4.3 of the standalone ind /AS financial statements) Our procedures included the following:
The Company has current liabilities of Rs 14472.74 crores and current assets of Rs 7095.60 crores as at March 312022. • Obtaining an understanding of the process which includes approval of annual business plan raising short term borrowings and review of MIS; and testing the internal controls associated with the management's assessment of Going Concern assumption.
Current liabilities exceed current assets as at the year end. Given the nature of its business i.e. contracted long term power supply agreements and a significant composition of cost plus contracts leading to significant stability of cashflows and profitability management is confident of refinancing and consider the liquidity risk as low and accordingly the Company uses significant short term borrowings to reduce its borrowing costs.
• Discussing with management and assessing the assumptions judgements and estimates used in developing business plan and cash flow projections having regards to past performance and current emerging business trends affecting the business and industry.
Management has made an assessment of the Company's ability to continue as a Going Concern as required by Ind AS 1 Presentation of Financial Statements considering all the available information and has concluded that the going concern basis of accounting is appropriate. • Assessing the Company's ability to refinance its short term obligation based on the past trends credit ratings analysis of solvency and liquidity ratios and ability to generate cash flows and access to capital.
Going Concern assessment has been identified as a key audit matter considering the significant judgements and estimates involved in the assessment and its dependence upon management's ability to complete the planned divestments raising long term capital and / or successful refinancing of certain current financial obligations. • Assessing the adequacy of the disclosures in the standalone Ind AS financial statements.

Other Information

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Annualreport but does not include the standalone Ind AS financial statements and ourauditor's report thereon. Our opinion on the standalone Ind AS financial statementsdoes not cover the other information and we do not express any form of assuranceconclusion thereon. In connection with our audit of the standalone Ind AS financialstatements our responsibility is to read the other information and in doing so considerwhether such other information is materially inconsistent with the standalone Ind ASfinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated. If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Responsibilities of Management for the Standalone Ind AS FinancialStatements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standaloneInd AS financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) specified under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and the 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 standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error. In preparing the standalone Ind AS financialstatements management is responsible for assessing the Company's ability to continueas a going concern disclosing as applicable matters related to going concern and usingthe going concern basis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Ind ASFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone Ind AS financial statements as a whole are free from material misstatementwhether due to fraud or error and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance but is not a guarantee that anaudit conducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone Ind AS financialstatements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone IndAS financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

Obtain an understanding of internal control relevant to the audit in orderto 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 with reference to standalone Ind ASfinancial statements in place and the operating effectiveness of such controls.

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

Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone Ind AS financial statements or if such disclosuresare inadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

Evaluate the overall presentation structure and content ofthe standalone Ind AS financial statements including the disclosures and whether thestandalone Ind AS financial statements represent the underlying transactions and events ina manner that achieves fair presentation. We communicate with those charged withgovernance regarding among other matters the planned scope and timing of the audit andsignificant audit findings including any significant deficiencies in internal controlthat we identify during our audit. We also provide those charged with governance with astatement that we have complied with relevant ethical requirements regarding independenceand to communicate with them all relationships and other matters that may reasonably bethought to bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalone IndAS financial statements for the financial year ended March 31 2022 and are therefore thekey audit matters. We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act we give in the "Annexure 1" a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. 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 the Statement ofOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 from being appointed as a director in terms of Section 164 (2) of theAct;

(f) With respect to the adequacy of the internal financial controls with reference tothese standalone Ind AS financial statements and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure 2" to this report;

(g) In our opinion the managerial remuneration for the year ended March 31 2022 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofsection 197 read with Schedule V to 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 Ind AS financial statements – Refer Note 39 to thestandalone Ind AS financial statements;

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts – Refer Note 11 and Note 25 to the standalone Ind AS financialstatements;

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

iv. a) The management has represented that to the best of its knowledge and beliefother than as disclosed in the note 9 to the standalone Ind AS financial statements nofunds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person orentity including foreign entities ("Intermediaries") with the understandingwhether recorded in writing or otherwise that the Intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that to the best of its knowledgeand belief no funds have been received by the Company from any person or entityincluding foreign entities ("Funding Parties") with the understanding whetherrecorded in writing or otherwise that the Company shall whether directly or indirectlylend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Funding Party ("Ultimate Beneficiaries") or provide any guaranteesecurity or the like on behalf of the Ultimate Beneficiaries; and c) Based on such auditprocedures performed that have been considered reasonable and appropriate in thecircumstances nothing has come to our notice that has caused us to believe that therepresentations under subclause (a) and (b) contain any material misstatement. v. Thefinal dividend paid by the Company during the year in respect of the same declared for theprevious year is in accordance with section 123 of the Act to the extent it applies topayment of dividend.

As stated in note 21 to the standalone Ind AS financial statements theBoard of Directors of the Company have proposed final dividend for the year which issubject to the approval of the members at the ensuing Annual General Meeting. The dividenddeclared is in accordance with section 123 of the Act to the extent it applies todeclaration of dividend.

For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Abhishek Agarwal
Partner
Place of Signature: Mumbai Membership Number: 112773
Date: May 6 2022 UDIN: 22112773AINAVY3679

Annexure ‘1' referred to in paragraph under the heading"Report on other legal and regulatory requirements" of our report of even date

Re: The Tata Power Company Limited ("the Company")

In terms of the information and explanations sought by us and given bythe company and the books of account and records examined by us in the normal course ofaudit and to the best of our knowledge and belief we state that:

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment.

(i) (a) (B) The Company has maintained proper records showing full particulars ofintangibles assets.

(i) (b) All fixed assets have not been physically verified by the management during theyear but there is a regular programme of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

(i) (c) The title deeds of immovable properties (other than properties where theCompany is the lessee and the lease agreements are duly executed in favour of the lessee)disclosed in note 5a and note 18a to the standalone Ind AS financial statements are heldin the name of the Company except 2 number of immovable properties as indicated in thebelow mentioned cases as at March 31 2022 for which title deeds are not in name of theCompany.

Description of Property Gross carrying value (Rs. in crores) Held in name of Whether promoter director or their relative or employee Period held – indicate range where appropriate Reason for not being held in the name of Company
Land at Dehrand* 225.65 Maharashtra Industrial Development Corporation No Since 2015 till date The land was acquired from MIDC; which the Company is now in process of selling it back to MIDC. Hence not transferred in the name of the Company.
Land at Mundra – 0.51 hectors 0.09 Sushilaba Fatehsinh Zala No Since 2009 till date It is an agricultural land which is not converted to non - agricultural land and hence tittle deed is not registered in name of the Company

* Asset classified as held for sale

Certain title deeds of the immovable Properties in the nature offreehold land & buildings as indicated in the below mentioned cases which wereacquired pursuant to a Composite Scheme of Arrangement of merger between Coastal GujaratPower Limited and The Tata Power Company Limited approved by National Company LawTribunal's (NCLT) Order dated March 31 2022 and Scheme of Amalgamation of ChemicalTerminal Trombay Limited and The Tata Power Company Limited approved by NCLT order datedJuly 27 2017 are not individually held in the name of the Company as on March 31 2022.

Description of Property Gross carrying value (` in crores) Held in name of Whether promoter director or their relative or employee Period held – indicate range where appropriate Reason for not being held in the name of Company
Land of erstwhile Chemical Terminal Trombay Ltd. 0.88 Chemical Terminal Trombay Ltd.(CTTL) No 2014 to till date Land is in name of erstwhile company.
Land and Building of Mundra power plant 872.70 Coastal Gujarat Power Limited (a wholly owned subsidiary) No Since April 1 2020 till date Land and Building are in name of erstwhile company

(i) (d) The Company has not revalued its Property Plant and Equipment (including Rightof use assets) or intangible assets during the year ended March 31 2022.

(i) (e) There are no proceedings initiated or are pending against the Company forholding any benami property under the Prohibition of Benami Property Transactions Act1988 and rules made thereunder.

(ii) (a) The management has conducted physical verification of inventory at reasonableintervals during the year. In our opinion the coverage and the procedure of suchverification by the management is appropriate. No discrepancies of 10% or more inaggregate for each class of inventory were noticed on such physical verification.

(ii) (b) As disclosed in Note 29 to the standalone Ind AS financial statements theCompany has been sanctioned working capital limits in excess of ` five crores in aggregatefrom banks and/or financial institutions during the year on the basis of security ofcurrent assets of the Company. The quarterly returns/statements filed by the Company withsuch banks and financial institutions are generally in agreement with the books ofaccounts of the Company except as follows:

Quarter ended Value per books of account Value per quarterly return / statement Discrepancy (give details)
June 30 2021 Nil ` 625 crores Unapproved regulatory asset disclosed as Approved*
September 30 2021 Nil ` 709 crores Unapproved regulatory asset disclosed as Approved*
December 31 2021 Nil ` 677 crores Unapproved regulatory asset disclosed as Approved*
March 31 2022 Nil ` 867 crores Unapproved regulatory asset disclosed as Approved*
December 31 2021 ` 1920 crores ` 1964 crores Excess debtors reported by ` 44 crores#

*While submitting the quarterly statements for all four quarters duringthe year the Company inadvertently included and disclosed unapproved regulatory balancesas approved. However subsequent to year end the Company has communicated to Bank aboutthe said discrepancy. Further Bank has confirmed that the intention was not to excludeunapproved balances from the receivable and has initiated the process to change thesanction letter wherein total regulatory asset balance should be considered as receivablesfor the purpose of sanction limit.

#Subsequent to year end Company has submitted the revised statementfor quarter ended December 2021 and receivable balances as per revised statement are inagreement with the books of accounts.

(iii) (a) During the year the Company has provided loans and stoodguarantee to the companies as follows:

(Rs. in crores)
Guarantees Security Loans Advances in nature of loans
Aggregate amount granted / provided during the year
- Wholly owned Subsidiaries 655.57 Nil 5038.07 Nil
Balance outstanding as at balance sheet date in respect of above cases
- Wholly owned Subsidiaries 6337.57 Nil 1778.48 Nil

(iii) (b) During the year the investments made guarantees provided security given andthe terms and conditions of the grant of all loans and advances in the nature of loans andguarantees to companies are not prejudicial to the Company's interest.

(iii) (c) The Company has granted loans during the year to companies where the scheduleof repayment of principal and payment of interest has been stipulated and the repayment orreceipts are regular.

(iii) (d) There are no amounts of loans and advances in the nature of loans granted tocompanies firms limited liability partnerships or any other parties which are overduefor more than ninety days.

(iii) (e) The Company had granted loans to companies which had fallen due during theyear and Company had extended / granted fresh loans during the year to the respectiveparties to settle the dues of the existing loans.

The aggregate amount of such dues extended / settled by fresh loans andthe percentage of the aggregate to the total loans granted during the year are as follows:

(Rs. in crores)
Name of Parties (Wholly Owned Subsidiaries) Aggregate amount of overdues of existing loans renewed or extended or settled by fresh loans
TP Renewable Microgrid Limited 39.11
TP Ajmer Distribution Limited 95.00
Tata Power Green Energy Limited 29.55
Tata Power Solar Systems Limited 300.00
Tata Power Renewable Energy Limited 625.00
TP Kirnali Solar Limited 24.70
TP Saurya Limited 4.70
TP Solapur Limited 33.00
Chirasthayee Saurya Limited 255.00
TP Kirnali Limited 4.00
Tata Power Trading Company Ltd 10.00
Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year 28.19%

(iii) (f) The Company has not granted any loans or advances in the nature of loanseither repayable on demand or without specifying any terms or period of repayment tocompanies firms Limited Liability Partnerships or any other parties. Accordingly therequirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) There are no loans investments guarantees and security in respect of whichprovisions of sections 185 and 186 of the Companies Act 2013 are applicable andaccordingly the requirement to report on clause 3(iv) of the Order is not applicable tothe Company.

(v) The Company has neither accepted any deposits from the public nor accepted anyamounts which are deemed to be deposits within the meaning of sections 73 to 76 of theCompanies Act and the rules made thereunder to the extent applicable. Accordingly therequirement to report on clause 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersection 148(1) of the Companies Act 2013 related to the generation of Electricity andare of the opinion that prima facie the specified accounts and records have been made andmaintained. We have not however made a detailed examination of the same.

(vii) (a) The Company is generally been regular in depositing with appropriateauthorities undisputed statutory dues including goods and services tax provident fundemployees' state insurance income-tax sales-tax service tax duty of customs dutyof excise value added tax cess and other statutory dues applicable to it. According tothe information and explanations given to us and based on audit procedures performed byus no undisputed amounts payable in respect of these statutory dues were outstanding atthe year end for a period of more than six months from the date they became payable.

(vii) (b) The dues of goods and services tax provident fund employees' stateinsurance income-tax sales-tax service tax duty of custom duty of excise value addedtax cess and other statutory dues have not been deposited on account of any dispute areas follows:

Name of the statute Nature of the dues Amount (Rs. in crores) Period to which the amount relates Forum where the dispute is pending
The Customs Act 1962 Customs Duty 34.43 2011-12 and 2012-13 The Customs Excise and Service Tax Appellate Tribunal (CESTAT)
0.31 2004-05 and 2005-06 CESTAT
23.87* 2011-12 and 2012-13 Supreme Court
The Water (Prevention & Control of Pollution) Cess Act 1977 Cess 1.13 2009-10 Chairman Maharashtra Pollution Control Board (MPCB)
Income Tax Act 1961 Income Tax 0.20 2009-10 Commissioner of Income Tax (Appeals)
65.08 2010-11 Supreme Court
0.09 2014-15 Income Tax Appellate Tribunal
105.77 2018-19 Commissioner of Income Tax (Appeals)
Tax deducted at source ("TDS") 40.15# 2016-17 Commissioner of Income Tax (Appeals)
The Finance Act 1994 Service Tax 375.29 July 2012 to June 2017 High Court
5.86 2011-12 to 2014-15 CESTAT
0.25 2007-08 Joint Commissioner (appeal)
Green Cess Act 2011 Green Cess 464.89 2011-12 to 2021-22 Supreme Court
Mumbai Municipal Corporation Act 1888 Property Tax 0.89 2015-16 Supreme Court

* net of amount paid under protest of ` 52.45 crores for Custom Duty

# net of amount paid under protest of ` 10.04 crores for TDS liability

(viii) The Company has not surrendered or disclosed any transaction previouslyunrecorded in the books of account in the tax assessments under the Income Tax Act 1961as income during the year. Accordingly the requirement to report on clause 3(viii) of theOrder is not applicable to the Company.

(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or inthe payment of interest thereon to any lender.

(ix) (b) The Company has not been declared willful defaulter by any bank or financialinstitution or government or any government authority.

(ix) (c) Term loans were applied for the purpose for which the loans were obtained.

(ix) (d) On an overall examination of the standalone Ind AS financial statements of theCompany the Company has used funds raised on short-term basis in the form of short-termloans cash credits from Banks commercial papers Inter Corporate Deposits and otherfinancial liabilities aggregating to ` 4066.03 crore for long-term purposes.

(ix) (e) On an overall examination of the standalone Ind AS financial statements of theCompany the Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries associates or joint ventures.

(ix) (f) The Company has not raised loans during the year on the pledge of securitiesheld in its subsidiaries joint ventures or associate companies. Hence the requirement toreport on clause (ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial publicoffer / further public offer (including debt instruments) hence the requirement to reporton clause 3(x)(a) of the Order is not applicable to the Company.

(x) (b) The Company has not made any preferential allotment or private placement ofshares / fully or partially or optionally convertible debentures during the year underaudit and hence the requirement to report on clause 3(x)(b) of the Order is notapplicable to the Company.

(xi) (a) No fraud by the Company or no fraud on the Company has been noticed orreported during the year.

(xi) (b) During the year no report under sub-section (12) of section 143 of theCompanies Act 2013 has been filed by cost auditor / secretarial auditor or by us in FormADT – 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014with the Central Government.

(xi) (c) We have taken into consideration the whistle blower complaints received by theCompany during the year while determining the nature timing and extent of auditprocedures.

(xii) (a) The Company is not a nidhi Company as per the provisions of the CompaniesAct 2013. Therefore the requirement to report on clause 3(xii)(a) (b) and (c) of theOrder are not applicable to the Company.

(xiii) Transactions with the related parties are in compliance with section 177 and 188of Companies Act 2013 where applicable and the details have been disclosed in the notesto the standalone Ind AS financial statements as required by the applicable accountingstandards.

(xiv) (a) The Company has an internal audit system commensurate with the size andnature of its business.

(xiv) (b) The internal audit reports of the Company issued till the date of the auditreport for the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions with its directors orpersons connected with its directors and hence requirement to report on clause 3(xv) ofthe Order is not applicable to the Company.

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act 1934 (2 of1934) are not applicable to the Company. Accordingly the requirement to report on clause(xvi)(a) of the Order is not applicable to the Company.

(xvi) (b) The Company has not conducted any Non-Banking Financial or Housing Financeactivities without obtained a valid Certificate of Registration (CoR) from the ReserveBank of India as per the Reserve Bank of India Act 1934.

(xvi) (c) The Company is not a Core Investment Company as defined in the regulationsmade by Reserve Bank of India. Accordingly the requirement to report on clause 3(xvi) ofthe Order is not applicable to the Company.

(xvi) (d) The Group has five CICs which are registered with the Reserve Bank of Indiaand one CIC which is not required to be registered with the Reserve Bank of India.

(xvii) The Company has not incurred cash losses in the current year and in theimmediately preceding financial year respectively.

(xviii) There has been no resignation of the statutory auditors during the year andaccordingly requirement to report on Clause 3(xviii) of the Order is not applicable to theCompany.

(xix) On the basis of the financial ratios disclosed in note 44 to the standalone IndAS financial statements ageing and expected dates of realization of financial assets andpayment of financial liabilities other information accompanying the standalone Ind ASfinancial statements our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report that Company is not capable of meeting its liabilities existingat the date of balance sheet as and when they fall due within a period of one year fromthe balance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

(xx) (a) In respect of other than ongoing projects there are no unspent amounts thatare required to be transferred to a fund specified in Schedule VII of the Companies Act(the Act) in compliance with second proviso to sub section 5 of section 135 of the Act.This matter has been disclosed in note 35 to the financial statements

(xx) (b) There are no unspent amounts in respect of ongoing projects that are requiredto be transferred to a special account in compliance of provision of sub section (6) ofsection 135 of Companies Act. This matter has been disclosed in note 35 to the financialstatements.

For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Abhishek Agarwal
Partner
Place of Signature: Mumbai Membership Number: 112773
Date: May 6 2022 UDIN: 22112773AINAVY3679

Annexure 2 to the Independent Auditor's Report of even date on thestandalone Ind AS financial statements of The Tata Power Company Limited

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

We have audited the internal financial controls with reference tostandalone Ind AS financial statements of The Tata Power Company Limited ("theCompany") as of March 31 2022 in conjunction with our audit of the standalone Ind ASfinancial 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 andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting with reference to these standalone Ind ASfinancial statements based on our audit. We conducted our audit in accordance with theGuidance 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 Act to the extent applicable to an audit of internal financial controlsboth issued by ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls with reference to these standalone Ind ASfinancial statements was established and maintained and if such controls operatedeffectively in all material respects. Our audit involves performing procedures to obtainaudit evidence about the adequacy of the internal financial controls over financialreporting with reference to these standalone Ind AS financial statements and theiroperating effectiveness. Our audit of internal financial controls over financial reportingwith reference to these standalone Ind AS financial statements included obtaining anunderstanding of internal financial controls with reference to these standalone Ind ASfinancial statements assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the standalone Ind AS financialstatements whether due to fraud or error. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on theCompany's internal financial controls over financial reporting with reference tothese standalone Ind AS financial statements.

Meaning of Internal Financial Controls Over Financial Reporting WithReference to these Standalone Ind AS Financial Statements

A company's internal financial controls over financial reporting withreference to these standalone Ind AS financial statements is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparationof standalone Ind AS financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial controls overfinancial reporting with reference to these standalone Ind AS financial statementsincludes those policies and procedures that (1) pertain to the maintenance of recordsthat 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 standalone Ind ASfinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the standaloneInd AS financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting With Reference to these Standalone Ind AS Financial Statements

Because of the inherent limitations of internal financial controls overfinancial reporting with reference to these standalone Ind AS financial statementsincluding the possibility of collusion or improper management override of controlsmaterial misstatements due to error or fraud may occur and not be detected. Alsoprojections of any evaluation of the internal financial controls over financial reportingwith reference to these standalone Ind AS financial statements to future periods aresubject to the risk that the internal financial control over financial reporting withreference to these standalone Ind AS financial statements may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

In our opinion the Company has in all material respects adequateinternal financial controls over financial reporting with reference to these standaloneInd AS financial statements and such internal financial controls over financial reportingwith reference to these standalone Ind AS financial statements were operating effectivelyas at March 31 2022 based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note issued by the ICAI.

For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Abhishek Agarwal
Partner
Place of Signature: Mumbai Membership Number: 112773
Date: May 6 2022 UDIN: 22112773AINAVY3679

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