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Torrent Power Ltd.

BSE: 532779 Sector: Infrastructure
NSE: TORNTPOWER ISIN Code: INE813H01021
BSE 12:09 | 26 Mar 252.90 -0.65
(-0.26%)
OPEN

254.95

HIGH

256.80

LOW

252.90

NSE 11:59 | 26 Mar 253.55 0.05
(0.02%)
OPEN

254.20

HIGH

256.80

LOW

253.05

OPEN 254.95
PREVIOUS CLOSE 253.55
VOLUME 21903
52-Week high 276.60
52-Week low 212.10
P/E 11.28
Mkt Cap.(Rs cr) 12,155
Buy Price 252.75
Buy Qty 2000.00
Sell Price 252.90
Sell Qty 5.00
OPEN 254.95
CLOSE 253.55
VOLUME 21903
52-Week high 276.60
52-Week low 212.10
P/E 11.28
Mkt Cap.(Rs cr) 12,155
Buy Price 252.75
Buy Qty 2000.00
Sell Price 252.90
Sell Qty 5.00

Torrent Power Ltd. (TORNTPOWER) - Auditors Report

Company auditors report

TO THE MEMBERS OF TORRENT POWER LIMITED

Report on the Standalone Indian Accounting Standards (Ind AS) FinancialStatements

1. We have audited the accompanying standalone financial statements of TORRENTPOWER LIMITED ("the Company") which comprise the Balance Sheet as at 31stMarch 2018 the Statement of Profit and Loss (including Other Comprehensive Income) theCash Flow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Ind AS FinancialStatements

2. The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these standalone Ind AS financial statements to give a true and fairview of the financial position financial performance (including other comprehensiveincome) cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standardsspecified in the Companies (Indian Accounting Standards) Rules 2015 (as amended) underSection 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the standalone Ind AS financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these standalone IndAS financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rulesmade thereunder including the accounting and auditing standards and matters which arerequired to be included in the audit report under the provisions of the Act and the Rulesmade thereunder.

5. We conducted our audit of the standalone Ind AS financial statementsin accordance with the Standards on Auditing specified under Section 143(10) of the Actand other applicable authoritative pronouncements issued by the Institute of CharteredAccountants of India. Those Standards and pronouncements require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the standalone Ind AS financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidenceabout the amounts and the disclosures in the standalone Ind AS financial statements. Theprocedures selected depend on the auditors' judgment including the assessment of therisks of material misstatement of the standalone Ind AS financial statements whether dueto fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the standalone Ind AS financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made bythe Company's Directors as well as evaluating the overall presentation of the standaloneInd AS financial statements.

7. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the standalone Ind ASfinancial statements.

Opinion

8. In our opinion and to the best of our information and according tothe explanations given to us the aforesaid standalone Ind AS financial statements givethe information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2018 and its total comprehensive income(comprising of profit and other comprehensive income) its cash flows and the changes inequity for the year ended on that date.

Other Matter

9. The standalone Ind AS financial statements of the Company for theyear ended 31st March 2017 were audited by another firm of chartered accountants underthe Companies Act 2013 who vide their report dated 23rd May 2017 expressed anunmodified opinion on those standalone Ind AS financial statements. Our opinion is notqualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor's Report) Order 2016 issuedby the Central Government of India in terms of sub-section (11) of section 143 of the Act("the Order") and on the basis of such checks of the books and records of theCompany as we considered appropriate and according to the information and explanationsgiven to us we give in the Annexure B a statement on the matters specified in paragraphs3 and 4 of the Order.

11. As required by Section 143 (3) of the Act we report that: a) Wehave sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit. b) In our opinionproper books of account as required by law have been kept by the Company so far as itappears from our examination of those books. c) The Balance Sheet the Statement of Profitand Loss (including other comprehensive income) the Cash Flow Statement and the Statementof Changes in Equity dealt with by this Report are in agreement with the books of account.d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act. e) On the basis of thewritten representations received from the directors as on 31st March 2018 taken on recordby the Board of Directors none of the directors is disqualified as on 31st March 2018from being appointed as a director in terms of Section 164 (2) of the Act. f) With respectto the adequacy of the internal financial controls with reference to standalone Ind ASfinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in Annexure A. g) With respect to the other matters to beincluded in the Auditors' Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules 2014 in our opinion and to the best of our knowledge and belief andaccording to the information and explanations given to us: i. The Company has disclosedthe impact of pending litigations as at 31st March 2018 on its financial position in itsstandalone Ind AS financial statements – Refer Notes 31 and 43. ii. The Company haslong-term contracts as at 31st March 2018 for which there were no material foreseeablelosses. The Company did not have any derivative contracts as at 31st March 2018. iii.There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended 31st March2018. iv. The reporting on disclosures relating to Specified Bank Notes is not applicableto the Company for the year ended 31st March 2018.

For Price Waterhouse Chartered Accountants LLP

Chartered Accountants Firm Registration Number: 012754N / N500016

Pradip Kanakia

Partner Membership No.: 39985

Place: Ahmedabad Date: 29th May 2018

ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 11 (f) of the Independent Auditors' Report ofeven date to the members of Torrent Power Limited on the standalone Ind AS financialstatements for the year ended 31st March 2018

Report on the Internal Financial Controls with reference to financialstatements under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference tofinancial statements of TORRENT POWER LIMITED ("the Company") as of 31stMarch 2018 in conjunction with our audit of the standalone Ind AS financial statements ofthe Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

2. 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 and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") and the Standards onAuditing deemed to be prescribed under section 143(10) of the Act to the extent applicableto an audit of internal financial controls both applicable to an audit of internalfinancial controls and both issued by the ICAI. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements was established and maintained and if such controls operatedeffectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls system with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements included obtaining an understanding of internalfinancial controls with reference to financial statements assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financialstatements

6. A company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to financial statements includes those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Referred to in paragraph 11 (f) of the Independent Auditors' Report ofeven date to the members of Torrent Power Limited on the standalone Ind AS financialstatements for the year ended 31st March 2018

Inherent Limitations of Internal Financial Controls with reference tofinancial statements

7. Because of the inherent limitations of internal financial controlswith reference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial control controls with reference to financial statements maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects anadequate internal financial controls system with reference to financial statements andsuch internal financial controls with reference to financial statements were operatingeffectively as at 31st March 2018 based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India.

For Price Waterhouse Chartered Accountants LLP

Chartered Accountants Firm Registration Number: 012754N / N500016

Pradip Kanakia

Partner Membership No.: 39985

Place: Ahmedabad Date: 29th May 2018

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 10 of the Independent Auditors' Report of evendate to the members of Torrent Power Limited on the standalone Ind AS financial statementsas of and for the year ended 31st March 2018

i. (a) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Managementaccording to a phased programme designed to cover all the items over a period of threeyears which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. Pursuant to the programme a portion of the fixed assets hasbeen physically verified by the Management during the year and no material discrepancieshave been noticed on such verification. As regards underground distribution systems wehave been informed that the same are not physically verifiable.

(c) The title deeds of immovable properties as disclosed in Note 4 onProperty plant and Equipment and Note 11 on Other non-current assets to the financialstatements are held in the name of the Company or in the names of the companies which gotamalgamated into the Company through various schemes approved by the courts in earlieryears. ii. The physical verification of inventory has been conducted at reasonableintervals by the Management during the year. The discrepancies noticed on physicalverification of inventory as compared to book records were not material. iii. The Companyhas not granted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under Section 189 of theAct. Therefore the provisions of Clause 3(iii) (iii)(a) (iii)(b) and (iii)(c) of thesaid Order are not applicable to the Company. iv. In our opinion and according to theinformation and explanations given to us the Company has complied with the provisions ofSection 185 and 186 of the Companies Act 2013 in respect of the loans and investmentsmade and guarantees and security provided by it. v. The Company has not accepted anydeposits from the public within the meaning of Sections 73 74 75 and 76 of the Act andthe Rules framed there under to the extent notified. vi. Pursuant to the rules made by theCentral Government of India the Company is required to maintain cost records as specifiedunder Section 148(1) of the Act in respect of its products. We have broadly reviewed thesame and are of the opinion that prima facie the prescribed accounts and records havebeen made and maintained. We have not however made a detailed examination of the recordswith a view to determine whether they are accurate or complete. vii. (a) According to theinformation and explanations given to us and the records of the Company examined by us inour opinion the Company is regular in depositing the undisputed statutory dues includingprovident fund employees' state insurance income tax sales tax service tax duty ofcustoms duty of excise value added tax cess goods and service tax (with effect from1st July 2017) and other material statutory dues as applicable with the appropriateauthorities.

Referred to in paragraph 10 of the Independent Auditors' Report of evendate to the members of Torrent Power Limited on the standalone Ind AS financial statementsas of and for the year ended 31st March 2018

(b) According to the information and explanations given to us and therecords of the Company examined by us there are no dues of service-tax which have notbeen deposited on account of any dispute. The particulars of dues of income tax salestax duty of customs duty of excise and value added tax as at 31st March 2018 which havenot been deposited on account of a dispute are as follows:

Name of Statute Nature of dues

Amount involved

Amount Unpaid

Period to which the amount relates (Financial year)

Forum where the dispute is pending

(` in Crore)

( ` in Crore)
Customs Act 1962 Differential Custom duty

37.00

18.50

2012-13

Central Excise and Service Tax Appellate Tribunal
Central Excise Act 1944 Excise duty

0.17

0.17

1989-90

Central Excise and Service Tax Appellate Tribunal
Kerala General Sales Tax on

0.20

0.20

2001-02

Sales Tax Appellate
Sales Tax Act 1963 Works Contracts Tribunal Calicut
Andhra Pradesh Sales Tax on

0.29

0.29

1993-94 &

Andhra Pradesh High
General Sales Tax Act 1957 Works Contracts

1994-95

Court Hyderabad
Tamil Nadu General Sales Tax on

0.47

0.47

1989-90 &

Asst. Commissioner of
Sales Tax Act 1959 Works Contracts

1990-91

Commercial Tax Tuticorin
Gujarat Value Added Tax Act 2004 Value Added Tax

0.17

0.14

2011-12

Joint Commissioner of Commercial Tax (Appeal)

2.15

1.63

2009-10 &

GVAT Tribunal

2010-11

0.27

0.27

2007-08

GVAT Tribunal

0.51

0.51

2008-09

GVAT Tribunal
Gujarat Sales Tax Sales tax

4.29

4.29

2002-03 &

Joint Commissioner of
Act 1969

2003-04

Commercial Tax (Appeal)
Central Sales Tax Central Sales Tax

3.15

2.51

2008-09

Sales tax Tribunal
Act 1956

2009-10

2010-11

2011-12 &

2012-13

Income Tax Act 1961 Income Tax

0.03

0.03

2003-04

Income Tax Appellate Tribunal

6.16

3.42

2010-11

CIT Appeals

2013-14 &

2014-15

viii. According to the records of the Company examined by us and theinformation and explanations given to us the Company has not defaulted in repayment ofloans or borrowings to any financial institution or bank or Government or dues todebenture holders as at the balance sheet date. ix. In our opinion and according to theinformation and explanations given to us the moneys raised by way of term loans have beenapplied for the purposes for which they were obtained. The Company has not raised anymoneys by way of initial public offer or further public offer (including debtinstruments).

Referred to in paragraph 10 of the Independent Auditors' Report of evendate to the members of Torrent Power Limited on the standalone Ind AS financial statementsas of and for the year ended 31st March 2018

x. During the course of our examination of the books and records of theCompany carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us we have neither comeacross any instance of material fraud by the Company or on the Company by its officers oremployees noticed or reported during the year nor have we been informed of any such caseby the Management. xi. The Company has paid/ provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act. xii. As the Company is not a Nidhi Company and the NidhiRules 2014 are not applicable to it the provisions of Clause 3(xii) of the Order are notapplicable to the Company. xiii. The Company has entered into transactions with relatedparties in compliance with the provisions of Sections 177 and 188 of the Act. The detailsof such related party transactions have been disclosed in the financial statements asrequired under Indian Accounting Standard (Ind AS) 24 Related Party Disclosures specifiedunder Section 133 of the Act. xiv. The Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review. Accordingly the provisions of Clause 3(xiv) of the Order are not applicableto the Company. xv. The Company has not entered into any non cash transactions with itsdirectors or persons connected with him. Accordingly the provisions of Clause 3(xv) ofthe Order are not applicable to the Company. xvi. The Company is not required to beregistered under Section 45-IA of the Reserve Bank of India Act 1934. Accordingly theprovisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Price Waterhouse Chartered Accountants LLP

Chartered Accountants Firm Registration Number: 012754N / N500016

Pradip Kanakia

Partner Membership No.: 39985

Place: Ahmedabad Date: 29th May 2018