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Torrent Power Ltd.

BSE: 532779 Sector: Infrastructure
NSE: TORNTPOWER ISIN Code: INE813H01021
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VOLUME 31063
52-Week high 606.05
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P/E 15.00
Mkt Cap.(Rs cr) 27,835
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 559.70
CLOSE 556.70
VOLUME 31063
52-Week high 606.05
52-Week low 416.00
P/E 15.00
Mkt Cap.(Rs cr) 27,835
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Torrent Power Ltd. (TORNTPOWER) - Director Report

Company director report

Dear Members

Your Directors are pleased to present Eighteenth Annual Report of theCompany together with the Audited Financial Statements for the Financial Year ended March31 2022.

1. OPERATIONAL & FINANCIAL HIGHLIGHTS

The Management Discussion and Analysis Report for FY22 is part of theIntegrated Annual Report and explains the operating and financial performance of thebusiness for the year.

Summary of the Financial Statements of the Company for the year underreview is as under:

(t in Crore except per share data)

Particulars Standalone Consolidated
Year ended March 31 2022 Year ended March 31 2021 Year ended March 31 2022 Year ended March 31 2021
Total income 14012 12027 14493 12314
Profit before tax and exceptional items 1814 1583 1864 1552
Exceptional Item 1300 - 1300 -
Profit before tax 514 1583 564 1552
Total comprehensive income for the year (after non-controlling interest) 412 1328 456 1295
Add: Balance brought forward 5908 4775 5841 4741
Balance available for appropriation 6320 6103 6297 6036
Appropriations
Transfer to / (from) specific reserves (77) (69) (46) (69)
Dividend paid 697 264 697 264
Balance carried to balance sheet 5700 5908 5646 5841
Basic and diluted earnings per share (T per share) 9 28 9 27

2. DIVIDEND

As per Dividend Distribution Policy the Company endeavours todistribute approx. 40% of its consolidated annual profits after tax as dividend in one ormore tranches. The Board of Directors on February 03 2022 declared interim dividend ofT9.00 per equity share on 480616784 nos. of equity shares for FY22 [PY T11.00 perequity share including final dividend]. The Board has not considered any further dividendfor the year.

The total outflow on account of dividend is T432.56 Crore [PY T528.68Crore] i.e. 93.92% [PY 40.67%] of consolidated total comprehensive income for FY22.

The Dividend Distribution Policy of the Company can be accessed at theCompany's website: https://www.torrentpower.com/pdf/investors/DividendDistributionPolicv.pdf

3. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve forthe year under review other than f1.91 Crore to certain specific reserves as describedin the Statement of Changes in Equity being part ofthe Standalone Financial Statements.Further an amount of ?78.96 Crore has been transferred from Debenture Redemption Reserveto Retained Earnings pertaining to partial redemption of debentures during the year underreview.

4. FINANCE

During the year under review CRISIL upgraded the longterm rating ofthe Company from AA/Positive to AA+/ Stable and reaffirmed short-term credit rating of theCompany at A1+. India Ratings has reaffirmed short term rating at IND A1+ to theCommercial Paper Programme of the Company. CRISIL has also upgraded long term rating ofthe Non-Convertible Debentures (NCDs) issued by Jodhpur Wind Farms Private Limited andLatur Renewable Private Limited Wholly Owned Subsidiaries of the Company fromAA(CE)/Positive to AA+(CE)/Stable which has resulted in decrease in Coupon rate from7.00% to 6.75% from the date of rating upgrade.

Finance cost of the Company (on a consolidated basis) was reduced to?628 Crore as against ?776 Crore in FY21. This is mainly due to lower debt and reductionin interest rates.

During the year under review the Company has

i. tied up incremental working capital lines (non-fund based) of ?700Crore i.e. total working capital limits increased from ?3950 Crore to ?4650 Crore;

ii. tied up ?700 Crore in the form of Capex LC facility for 115 MW WindPower Project being implemented through Subsidiary;

iii. availed ?600 Crore of long-term loan to finance capitalexpenditure for its distribution business;

iv. raised ?250 Crore of new long-term loan and ?250 Crore by way ofissuance of secured NCDs mainly to repay part of its existing debt and towards GeneralCorporate Purpose of the Company;

v. increased Long term loan of the Company by ?605 Crore pursuant toacquisition of Surya Vidyut Limited and LREHL Renewables India SPV 1 Private Limited;existing debt under the entities.

The Company has repaid long term debt of f1125 Crore (includingprepayments of ?235 Crore).

New long-term debt raised by the Company by issuance of NCDs on privateplacement basis are mentioned below:

Issuer Description of NCDs Date of Allotment Number of NCDs issued Face Value and Issue Price (3 in Lakh) Amount raised (3 in Crore) Coupon Rate (p. a.) Maturity Date (Series wise)
Torrent Power Ltd. Secured Rated Listed Taxable Non-Cumulative Redeemable NCDs March 03 2022 2500 10 250 7A : 6.50% 7B : 6.90% 7C : 7.25% 7A : March 3 2025 7B : March 3 2026 7C : March 3 2027

Outstanding consolidated long term debt as on March 31 2022 was ?8414Crore (Refer Note 23 to the Consolidated Financial Statements). Consolidated debt toequity (including deferred tax liability) ratio as at the end of FY22 was 0.83 (PreviousYear: 0.73). The particulars of loans given guarantees provided and investments madeduring the year are disclosed in Note 56 to the Standalone Financial Statements.

The Company being an infrastructure company is exempt from theprovisions as applicable to loans guarantees security and investments under Section 186of the Companies Act 2013 ("the Act").

5. SUBSIDIARIES AND ASSOCIATES

The Board has reviewed the affairs of the Company's Subsidiaries andAssociates at regular intervals. In accordance with Section 129(3) of the Act the Companyhas prepared Consolidated Financial Statements incorporating the Financial Statements ofall Subsidiaries and Associates which form part of the Integrated Annual Report. Furthera statement containing salient features of the Financial

Statements of the Company's Subsidiaries and Associates is given inprescribed Form AOC-1 which forms part of the Integrated Annual Report (Refer page no.414).

The said Form also highlights the financial performance of each of theSubsidiaries and Associates included in the Consolidated Financial Statements.

The details pertaining to the Companies that have become or ceased tobe the Subsidiary or Associate of the Company during the year are provided in Note no. 41to the Consolidated Financial Statements forming part of the Integrated Annual Report.

In accordance with Section 136 of the Act the Financial Statements ofthe Company Consolidated Financial Statements alongwith separate Audited FinancialStatements in respect of Subsidiaries and Associates are available for inspection by theMembers at the Registered Office of the Company during the business hours on all workingdays. Any person desirous of obtaining the said Financial Statements may write atcs@torrentpower.com. The Integrated Annual Report of the Company and Audited FinancialStatements of each of the Subsidiaries and Associates have been placed on the website ofthe Company at www.torrentpower.com.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Sunaina Tomar IAS Director (DIN: 03435543) tendered her resignationfrom the Board of the Company consequent to her transfer from the position as AdditionalChief Secretary Energy & Petrochemicals Department and appointment to the position asAdditional Chief Secretary Social Justice and Empowerment Department Government ofGujarat. The Board has taken her resignation on record effective from June 15 2021 andplaced on record its appreciation for the valuable services rendered by Sunaina Tomar IASduring her tenure as a Director of the Company.

Government of Gujarat nominated Mamta Verma IAS (DIN: 01854315) -Principal Secretary Energy and Petrochemicals Department on the Board of the Company inplace of Sunaina Tomar IAS and the Board at its Meeting held on August 06 2021appointed her as Additional Director of the Company w.e.f. August 07 2021 till thecommencement of ensuing Annual General Meeting (the AGM). The Board hereby recommends herappointment as Director liable to retire by rotation w.e.f. the ensuing AGM i.e. August08 2022.

The Members at their 17th AGM held on August 06 2021approved appointment of Usha Sangwan (DIN: 02609263) as an Independent Director of theCompany for a period of 5 consecutive years w.e.f. May 21 2021 till May 20 2026 (bothdays inclusive) not liable to retire by rotation.

The Board at its Meeting held on August 06 2021 appointed RadhikaHaribhakti (DIN: 02409519) as an Additional Director (Non-Executive Independent) of theCompany w.e.f. August 07 2021 till the commencement of the ensuing AGM. The Board herebyrecommends her appointment as an Independent Director for a period of 5 consecutive yearsfrom August 07 2021 till August 06 2026 (both days inclusive) not liable to retire byrotation. In the opinion of the Board she possesses requisite expertise integrity andexperience (including proficiency) for appointment as an Independent Director of theCompany.

Bhavna Doshi (DIN: 00400508) and Dharmishta N. Raval (DIN: 02792246)completed their second and final term as an Independent Directors of the Company onSeptember 30 2021. The Board placed on record its appreciation for their valuablecontribution during their tenure as Independent Directors of the Company.

The Board at its Meeting held on May 10 2022 appointed Ketan Dalal(DIN: 00003236) as an Additional Director (NonExecutive Independent) of the Company w.e.f.May 11 2022 till the commencement of the ensuing AGM. The Board hereby recommends hisappointment as the Independent Director for a period of 5 consecutive years from May 112022 till May 10 2027 (both days inclusive) not liable to retire by rotation. In theopinion of the Board he possesses requisite expertise integrity and experience(including proficiency) for appointment as an Independent Director of the Company.

The Board had further at their aforesaid Meeting subject to theapproval of the Members re-appointed Samir Mehta (DIN: 00061903) as Chairman of theCompany for a period of 5 years and Jinal Mehta (DIN: 02685264) as Managing Director ofthe Company for a period of 5 years effective from April 01 2023.

As per the provisions of the Act Samir Mehta (DIN: 00061903)Director retires by rotation at the ensuing AGM and being eligible has offered himselffor re-appointment.

A brief resume and other relevant details of the Directors proposed tobe appointed / re-appointed are given in the Explanatory Statement to the Notice conveningthe AGM.

7. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from the IndependentDirectors confirming that they meet the criteria of independence as prescribed under theAct and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("the Listing Regulations"). The Independent Directors are in compliance withthe Code of Conduct prescribed under Schedule IV of the Act and the Code of BusinessConduct adopted by the Company.

8. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION POLICY

The Nomination and Remuneration Committee ("the NRC") hasapproved following criteria and process for identification/ appointment of the Directors:

Criteria for appointment:

i. Proposed Director ("Person") shall meet all statutoryrequirements and should:

• possess the highest ethics integrity and values

• not have direct / indirect conflict with present or potentialbusiness / operations of the Company

• have the balance and maturity of judgment

• be willing to devote sufficient time and energy

• have demonstrated leadership and vision at senior levels andhave the ability to articulate a clear direction for the Company

• have relevant experience with respect to Company's business (inexceptional circumstances specialisation / expertise in unrelated areas may also beconsidered)

• have appropriate comprehension to understand or be able toacquire that understanding

- relating to Corporate Functioning

- concerning the scale complexity of business and specific market andenvironmental factors affecting the functioning of the Company

ii. The appointment shall be in compliance with the Board DiversityPolicy of the Company.

Process for Identification / Appointment of Directors:

i. Board members may (formally or informally) suggest any potentialperson to the Chairperson of the Company Meeting the above criteria. If the Chairpersondeems fit necessary recommendation shall be made by him to the NRC.

ii. Chairperson of the Company can himself also refer any potentialperson Meeting the above criteria to the NRC.

iii. The NRC will process the matter and recommend such proposal to theBoard.

iv. The Board will consider such proposal on merit and decide suitably.

Remuneration Policy:

The Company has in place a policy relating to the remuneration of theDirectors KMP and other employees of the Company. The policy is available on the websiteof the Company at https://www.torrentpower.com/pdf/ investors/Remuneration Policv.pdf.

9. EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The evaluation of the Board its Committees and Individual Directorswas carried out as per the process and criteria laid down by the Board of Directors.

The proforma formats for facilitating the evaluation process of theNon-Independent Directors and the Board as a whole and the Committees were sent to all theNon-Executive Directors (except Promoter Director). A presentation on functioning of theBoard and the Committees containing the outcome of their evaluation and feedback wasreviewed by the Independent Directors in their separate Meeting and by the Board. Based onthe feedback the Board expressed satisfaction on overall functioning of the Board theCommittees and performance of the Directors.

10. MEETINGS OF THE BOARD COMMITTEES & COMPLIANCE TO SECRETARIALSTANDARDS

The Board meets at regular interval with gap between two Meetings notexceeding 120 days. During the year under review the Board met five times.

The Board has six committees namely Audit Committee (AC) Nominationand Remuneration Committee (NRC) Corporate Social Responsibility and SustainabilityCommittee (CSRSC) Stakeholders Relationship Committee (SRC) Risk Management Committee(RMC) and Committee of Directors (CoD). A detailed note on the composition of the Boardand its Committees (AC NRC SRC and RMC) is provided in the Corporate Governance Reportforming part of the Integrated Annual Report. Composition of CSRSC is given in the Reporton CSR Activities (Annexure C). CoD is a Board Committee to facilitate routine executivedecisions and exercise of authority granted by the Board in various matters. The Minutesof the Committee Meetings are reviewed at by the Board at the Board Meeting.

During the year under review the Company has complied with theprovisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) andSecretarial Standard 2 (relating to General Meetings) issued by the Institute of theCompany Secretaries of India.

11. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Act the Board of Directors statesthat:

a. in preparation of the Financial Statements the applicableaccounting standards have been followed and there are no material departures;

b. the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2022and of the profits for the year ended March 31 2022;

c. the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. the financial Statements have been prepared on a going concernbasis;

e. the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

f. the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

12. AUDITORS

STATUTORY AUDITORS

The Members at 13th AGM of the Company had appointed M/s.Price Waterhouse Chartered Accountants LLP (PWC) as the Statutory Auditors of the Companyto hold office from the close of 13th AGM till conclusion of 18thAGM.

The first term of five years of PWC as Statutory Auditors of theCompany will be completed at the ensuing AGM and they are eligible for re-appointment.They have furnished a certificate regarding their eligibility for re-appointment asStatutory Auditors of the Company pursuant to Section 139(1) of the Act read withrelevant Rules. The Board of Directors recommends their re-appointment for another fiveyears i.e. from conclusion of 18th AGM till the conclusion of 23rdAGM.

The Auditors' Report for FY22 forms part of the Integrated AnnualReport and does not contain any qualification reservation or adverse remark.

COST AUDITORS

Pursuant to Section 148(3) of the Act M/s. Kirit Mehta & Co. CostAccountants Mumbai had been appointed as the Cost Auditors of the Company for FY22 by theBoard of Directors for conducting audit of cost records maintained in respect ofelectricity. Their remuneration was ratified by the Members at 17th AGM of theCompany.

The Cost Audit Report for FY21 does not contain any qualification andwas filed with the Central Government (within the prescribed time limit) on August 232021 pursuant to Section 148(6) of the Act.

SECRETARIAL AUDITORS

Pursuant to Section 204 of the Act read with the Rules thereof theBoard of Directors had appointed M/s. M. C. Gupta & Co. Company SecretariesAhmedabad as the Secretarial Auditors of the Company for FY22. The Secretarial AuditReport for FY22 is annexed herewith as Annexure A.

There are no adverse observations in the Secretarial Audit Report whichcall for explanation.

13. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls withreference to the Financial Statements. The Statutory Auditors of the Company have auditedsuch controls with reference to the Financial Reporting and their Audit Report is annexedas Annexure A to the Independent Auditors' Report under the Standalone FinancialStatements and the Consolidated Financial Statements which forms part of the IntegratedAnnual Report.

14. CORPORATE GOVERNANCE

In compliance with Regulation 34 read with Schedule V of the ListingRegulations the Report on Corporate Governance forms part of the Integrated AnnualReport. Certificate of the Auditors regarding compliance with the conditions of CorporateGovernance is annexed to the Board's Report as Annexure B.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year the Company was required to spend f28.80 crore (2% ofthe average net profit of the past three financial years and surplus arising atimplementing agency level from temporary investment of funds for FY21). The Companycontributed to implementing agency ?28.60 Crore during the year. The total amount spentduring the year was f19.66 Crore. Further unspent amount of at the end of the year at theimplementing agency level was transferred to "Unspent CSR Account" of relatedongoing project. The CSR Activities undertaken by the Company were under the thrust areasof Community Healthcare Sanitation & Hygiene Education & Knowledge Enhancementand Social Care & Concern. The brief details of the major CSR activities are describedhereunder:

REACH: Driven by the belief of Chairman Emeritus Sudhir Mehta‘Children are the future of our nation and this future must be well preserved?the flagship CSR program of the Group "REACH" - Reach EAch CHild was initiatedin the year 2016 under the aegis of UNM Foundation (earlier known as Tornascent CareInstitute) a Section 8 Company.

REACH has three major pillars:

(a) Grass Root Interventions

(b) Green Field Actions and

(c) Other Allied Activities. Salient achievements are:

• Grassroot Intervention Model: it targets to establish baselinehealth status of children in age group of 6 months to 6 years through medical camps incommunities and villages surrounding the industrial establishments of the Group. Inpre-covid period 71387 children in 351 villages have been screened. Appropriatetreatment regime resulted in benefiting more than ~74% Malnourished children and more than~90% Anemic children. About ~73% children having chronic illnesses were also providedappropriate treatment with encouraging outcomes.

During FY22 as second wave of Covid-19 ebbed REACH program wasextended to additional 649 villages starting from June 2021 making total number ofvillages covered under REACH to 1000. Anganwadi Model is followed in additional villagesto identify and serve Malnourished children. 7511 Malnourished Children have beenprovided with Mauji biscuits as special nutritional supplement. Till now 39% of childrenfrom additional villages have been treated out of malnourishment. Additionally intensiveAwareness activities about prevention of Malnourishment and Anemia is carried outincluding audio-visual film show in vernacular language.

• Greenfield Actions: Healthcare services are provided to childrenup to 18 years. There are three Primary Pediatric Health Centers (PPHCs) with basiclaboratory and day care facility at Dahej Balasinor and Indrad while fourth major centernear SUGEN Power Plant has a 150 bed pediatric hospital ‘Balsangam' which is partofRangtarang' hospital complex started in FY20. Till Date more than 325000 patients havebeen treated under OPDs across all four centers since its inception in 2017. More than40000 OPD cases have been handled across all Locations in FY22.

Balsangam a 150-bed state-of-the-art paediatric hospital is fullyoperational within the Rangtarang complex which also has Sumangal a multi-disciplinaryclinic for patients of all age groups. Activities at Balsangam which were affectedduring covid period have been scaled up post pandemic at a fast pace from June 2021.

Additionally two more multi-purpose Satellite centers have beenstarted at Waghai and Chhappi in Gujarat and three more would be started at RadhanpurNaswadi and Dediapada Gujarat. These multi-purpose Satellite centers will be scaled upappropriately in future depending on feedback as well as demand of healthcare servicesfrom the respective local population.

• Other Allied Initiatives: Counseling and Support was provided torural adolescent girls around SUGEN Dahej & Indrad centers covering menstrual hygieneand sanitation by providing free health and hygiene kits. This has resulted in reducingprevalent social taboos and ultimately increasing confidence and self-esteem amongstbeneficiaries. Hygiene Kits were provided to total 14000+ Adolescent girls from all campvillages between 11-18 years of age on monthly basis under this programme. Biodegradableand Reusable Sanitary Napkins were provided as a pilot project to solve issue of disposaland Initial feedback from the beneficiaries was encouraging.

Shiksha Setu: Phase-Mi of Shiksha Setu i.e. the Teaching and LearningSupport Program conducted through UNM Foundation was initiated during FY22. The programcovers 45 Government primary schools located near SUGEN power plant Chhatral ChhapiMemadpur and Ahmedabad reaching out to 15000+ students and 480+ teachers of 1stto 8th standard. Due to Covid schools were closed for about two years whichhad adversely impacted student learning levels. Remedial classes for more than 4000Students from Grade 3rd to 8th were organized to support studentsachieve basic reading and arithmetic skills. About 1500 mothers' were reached throughmothers' Engagement and School Readiness activities.

During the year "Second Chance" programme was initiated atChhatral cluster in Mehsana District of Gujarat aiming to support School dropout Studentsfor clearing Grade 10th examination and enhance percentage of Students goingfor Higher Education / Vocational Training. Total 112 Students were enrolled in theProgramme out of which 104 Students were mobilized and provided coaching for preparationof Grade 10th examination. 93 Students appeared for Grade 10thexamination through National Institute of Open School out of which more than 70% studentspassed.

During the year "Vocational Skills Development Programme" wasinitiated at Chhatral cluster in Mehsana District of Gujarat to enhance employable skillsof Women and Youth. The Programme aims at enhancing employable skills of 300+ Women andYouth and providing them employment opportunities. Total 100 Women and Youth weremobilized and trained on various skills viz. Sewing machine operator Data entry operatorGeneral duty assistant etc.

Pratiti-Development and Maintenance of Public Parks:

The Company along with one of India's best known landscape design firmdeveloped an approach for development of urban public parks. In Ahmedabad six small sizedparks measuring approx. 33000 sq. mt. have been fully developed and opened for public useduring FY19 one small sized park admeasuring 740 sq. mt was fully developed and openedfor public use in FY21 and one large sized park measuring approx. 28300 sq. mt. was fullydeveloped and opened for public use in FY22. One more large sized park measuring approx.36700 sq. mt. is at advance stage of completion and will be opened for public in FY23 inAhmedabad.

Moreover three large sized parks measuring approx. 63300 sq. mt.situated in the heart of Surat Gujarat is under redevelopment. Presently all threepublic parks are open for public use and maintenance of these public parks is also fundedfrom CSR Contribution of the Company.

In addition to above the Company continued other social activitiesduring the year as described hereunder:

Creating livelihoods:

• There has been an ongoing endeavor to empower the youths hailingfrom immediate vicinity and reach out to the locals who are qualified and remainingunemployed due to limited job opportunities and Covid-19 pandemic. One of the majorsuccesses under this program has been identifying interested youths and impartingclassroom and physical training for absorption as security guards. Training helps to makethem competent and also empowers them to grow in their career. Post covid training for abatch of 20 locals started in February 2022 and another batch was started in April 2022.Similar efforts are being made for jobs like Technicians Healthcare Workers DriversHorticulture and Housekeeping staff.

• Differently abled persons (with impaired hearing and speech) areprovided employment once trained for routine cleaning of solar panels at GENSU powerplant thus providing them a dignified livelihood. Bus facilities was extended for theirdaily communte to work.

• Employment opportunities for uneducated and destitute locals forhorticulture house keeping and canteen work at industrial and office facilities have beena continuous source of goodwill amongst the neighbouring villages.

Community Healthcare: Post Covid-19 the day care clinic"Sumangal" which is a community health care clinic under the ‘Rangtarang'hospital complex has also been scaled up and caters to the communities and villagesaround. The footfalls at "Sumangal" are now about 150 patients per day. Servicesbeing provided include ENT Dental Care Physiotherapy Pathology and Radiology facilitiesand special consultations in ophthalmology dermatology gynaecology etc.

The Report on CSR activities is annexed herewith as Annexure C.

Donations

The Company has made donations amounting to ?27.30 Crore toward varioussocial causes as detailed below:

• f15.75 Crore to various organisations engaged in activitiesrelated to healthcare education arts & culture science sports relief to disastervictims; socioeconomic development including skill development self-help groupsupliftment of women integrated development of tribes protection of consumer rightsbuilding of toilets etc.

• f11.55 Crore to various charitable organizations to fighteffects of COVID -19 pandemic and its fallout on poorer sections of the society.

Shardashish School: The Company has earmarked Donation of f15 Croreduring FY23 and FY24 (?6 Crore donated in FY20) to UNM Foundation for construction of newschool building and related infrastructure at Shardashish School situated in the premisesof Amgen Power Plant's housing colony at Sabarmati in Ahmedabad. Majority of students arewith economically disadvantaged background from nearby slum areas. The new school buildingwill cater facilities like Tutorial room Computer room Smart room with ProjectorLaboratory Library Assembly Hall additional new classes Kids play zone Music roometc.

16. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company accords utmost importance to EHS in its various operations.The key developments concerning EHS during FY22 include:

• Integrated Management System (IMS) was implemented to ensure asafe healthy and environmental friendly working which includes Quality Management System(QMS) (ISO 9001:2015) Environment Management System (EMS) (ISO 14001:2015) OccupationalHealth and Safety Standard (ISO 45001:2018) Energy Management System (EnMS) (ISO50001:2018) Asset Management System (AMS) (ISO 55001:2014) at SUGEN GENSU DGEN powerplants Ahmedabad Surat Dahej Bhiwandi Shil Mumbra Kalva and Agra Distribution unitsInformation Security Management System (ISMS) (ISO 27001:2013) at SUGEN and DGEN powerplants and were periodically certified with surveillance audit by TUV India.

• SUGEN Mega Power Project continued to excel demonstrating anoutstanding performance and commitment towards Health and Safety Management and hasreceived Five Star rating under British Safety Council Five Star Occupational Health andSafety Audit and won "Sword of Honor" from British Safety Council. SUGEN alsoadded several feathers in its cap for Health and Safety Management by receivingcertificates from National Safety Council India; FICCI India; and International SafetyAward BSC.

• SUGEN & DGEN Mega Power Project were awarded Gold Trophiesfor FY22 by Quality Circle Forum of India (QCFI) under Ankleshwar Chapter Convention ofQuality Concept (ACCQC) for Kaizen and Five-S categories with implementation of Five S(Workplace Management System) respectively.

• SUGEN and DGEN power plants have maintained ‘no reportableLost Time Accident free' as on March 31 2022.

• Residential townships: Shardashish at SUGEN power plant andMeghdhanush at DGEN power plant have implemented and maintained township Managementsystems with International Standards of Environment Management System (EMS) (ISO14001:2015) and Occupational Health and Safety Management Standard (ISO 45001:2018) andwere periodically certified with surveillance audit. Indian Green Building Council

(IGBC) has certified Meghdhanush with Platinum certification under IGBCGreen Residential Societies Rating System valid upto 2023.

• AMGEN power plant and Renewable sites has introduced Safetycommitment yearly drive to strengthen workplace safety and to nullify any potentiality ofsafety incidents. To uplift the safety performance the Safety card system is extended forcontractors also.

• AMGEN power plant has developed inhouse system for trackingenvironment compliance by preparing Environment Annual planner with a dashboard fortracking routine as well as critical environmental activities & compliances.

• Ahmedabad Surat and Dahej distribution units have been awardedFive Star rating from British Safety Council for occupational health & safetypractices.

• Ahmedabad Surat and Dahej distribution units has been awardedprestigious Sword of Honour & Globe of Honour by British Safety Council for itscommitment to excellence in Occupational Health and Safety and EnvironmentalSustainability.

• Establishments of Environment Policy Sustainability PolicyEnergy Policy and Sustainable Procurement Policy for Environmental Sustainability at Suratand Dahej distribution units.

• Implementation of Compressive Hazard Identification and RiskAssessment (HIRA) Environmental Aspect and Impact Assessment of all the departmentaloperations devising respective control measure exploration of opportunities for furtherEnhancement Occupational Health and Safety and Environmental Sustainability ManagementSystem at Surat and Dahej distribution units.

• Safety initiatives like workplace safety awareness safety quizcompetition for Employees and Vendors tackles for positive engagement of work force insafety periodic inspection of tools and tackles internal / external mock drills forstrengthening emergency preparedness campaign for encouraging near-miss- reporting basictraining on electric safety and its hazards were taken throughout the year to furtherenhance safety culture.

• Precautionary measures during Monsoon Diwali & otherfestivals were published in local newspapers of the Distribution units and relayed on FMradio for public awareness. Public awareness and campaigns for safety measures to be takenby the consumers was organised.

• Safety improvement intitiatives such as use of immobilizer forConfined space work and tripod arrangement for rescue Tower fall-arrest system Work atheight for LA installation UG cable laying through HDD enhancement of PPE like HT facevisor protective eye-wear Class E safety helmet and rubber hand gloves at AhmedabadDistribution Unit.

• Implemented robust annual shut down safety system withinitiatives like safety awareness with practical demonstration deputation of crossfunction team in addition to third party safety officers for ensuring safe execution andconfirmed safe annual shut down with zero safety incident.

• Specialized training programs were organised on prevention andprecaution for COVID-19 such as boosting immune system yoga for daily life HealthManagement for healthy and positive lifestyle managing emotions amid COVID-19 era etc.Online health talks on common health problems; such as hypertension diabetes lifestylediseases knowledge and competence enhancement for imparting different safety awareneschemical handling fire prevention and emergency preparedness etc. Also specializedtraining programs were organised as per GWO (Global Wind Organisation) standard includingWork at Height Basic First Aid Fire Awareness Active and Passive Height Rescue andManual Handling for reducing risk during work in Wind Turbine Generator across allRenewable sites.

• To tackle difficult situation of COVID-19 with proactive andpredictive approach adequate necessary measures strategized and implemented like strictsurveillance at entrance frequent sanitiztion of all work places barriers installationat work desks / vehicles/ cafeteria compliance of covid protocol with continuousawareness and frequent audits periodic covid testing of employees allowing work fromhome and home to field wherever feasible contact tracing etc.

Moreover the Company has in place the "Conviction forSafety" policy which provides for substantial compensation to the personnel(Employees as well as Contractors) and their families who are adversely affected byaccidents and creating more awareness at the workplace about safety and compliance so asto avoid accidents at the workplace.

17. VIGIL MECHANISM

The Company has in place a Vigil Mechanism / Whistle Blower Policypursuant to the applicable statutory requirements. The details of the Whistle BlowerPolicy are explained in the Report on Corporate Governance.

18. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Act andInvestor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016 as amended from time to time the Company has during the year under review creditedunpaid / unclaimed Dividend to IEPF Authority and equity shares to the Demat account ofIEPF Authority as per the details mentioned below:

Financial Year Unpaid / Unclaimed Dividend transferred (in 3) No. of equity shares transferred
2013-14 (Final) 2241859/- 61968

During the year under review the Company has also credited followingdividend to IEPF Authority against equity shares already transferred:

Financial Year Dividend (in 3) Amount credited to IEPF* (in 3) No. of equity shares already transferred
2020-21 (Final dividend) 5.50 per share 8573672.50 1982273
2021-22 (Interim dividend) 9.00 per share 14371293.00 2030188

* Net of Tax Deducted at Source (includes Tax + Surcharge + Cess asapplicable) which was 36229228/-.

The Members whose shares and unclaimed dividend have been transferredto the IEPF Demat Account and IEPF account respectively may claim the shares or apply forrefund of dividend by making an application to the IEPF Authority in web Form IEPF-5(available on http://www.iepf.gov.in). The details of Members whose dividend remainedunpaid / unclaimed for 7 consecutive years or more may be accessed at Company's website atwww.torrentpower.com.

The details of unpaid / unclaimed dividend lying in unpaid Dividendaccounts as on March 31 2022 are mentioned below:

Sr. No. Dividend for Financial Year Due date for transfer to IEPF Amount of Unpaid / Unclaimed Dividend (in 3)
1. 2014-15 (Final) of erstwhile Torrent Cables Ltd. September 02 2022 308387.00
2. 2014-15 (Final) of Torrent Power Ltd. September 09 2022 5136352.50
3. 2015-16 (Interim) of Torrent Power Ltd. April 15 2023 15806659.50
4. 2016-17 (Final) of Torrent Power Ltd. September 06 2024 11656114.80
5. 2017-18 (Final) of Torrent Power Ltd. September 06 2025 15027060.00
6. 2018-19 (Final) of Torrent Power Ltd. September 10 2026 11562775.00
7. 2019-20 (Interim) of Torrent Power Ltd. March 19 2027 25663863.20
8. 2020-21 (Interim) of Torrent Power Ltd. March 17 2028 10336578.50
9. 2020-21 (Final) of Torrent Power Ltd. September 11 2028 9984037.50
10. 2021-22 (Interim) of Torrent Power Ltd. March 11 2029 Nil*

Note: Torrent Cables Limited was amalgamated with Torrent Power Ltd.w.e.f. October 01 2015.

*As the Company has paid dividend through demand draft to thoseshareholders whose bank account details are not available with the Company and expiry dateof such demand draft is on June 1 2022 and hence there is NIL balance as the Company isnot able to identify the unpaid balance in said dividend account as on March 31 2022.

The actual amount lying in unpaid dividend accounts along withcorresponding shares related thereto will be transferred to IEPF Authority withinstatutory timeline as applicable.

Rahul Shah Company Secretary has been appointed as Nodal Officer ofthe Company and details of the Nodal Officer are available on the website of the Companyat https:/ / www.torrentpower.com/index.php/investors/iepf.

19. BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations the BusinessResponsibility Report forms part of the Integrated Annual Report.

20. RISK MANAGEMENT

The Company has in place a Risk Management framework for a systematicapproach to control risks. The Risk Management Policy of the Company lays down proceduresfor risk identification assessment monitoring review and reporting. The Policy alsolists the roles and responsibilities of the Board Risk Management Committee Chief RiskOfficer Risk Champions and Risk Co-ordinators. The Risk Management process is reviewedand monitored by the functional heads.

Management Discussion and Analysis Report which forms part of theIntegrated Annual Report identifies key risks which can affect the performance of theCompany.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with the related partiesare given in the prescribed Form AOC-2 annexed herewith as Annexure D and in the sectionon the Related Party Transactions in the Report on Corporate Governance.

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details in terms of Section 197(12) of the Act read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time are forming part of this Report as Annexure E.

23. PROTECTION OF WOMEN AGAINST SEXUAL

HARASSMENT AT WORKPLACE

The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

24. THE EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company https://www.torrentpower.com/index.php/investors/annualreturn.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The details relating to conservation of energy technology absorptionforeign exchange earnings and outgo prescribed under Section 134(3)(m) of the Act readwith Companies (Accounts) Rules 2014 are given in the Annexure F which forms part ofthis Report.

26. OTHER DISCLOSURES

• During the year under review the Company has neither acceptednor renewed any fixed deposits.

• During the year under review there are no changes in the natureof business.

• There are no material changes and commitments affecting thefinancial position of the Company which has occurred between end of Financial Year i.e.March 31 2022 and the date of Directors' Report i.e. May 10 2022.

• No significant and material orders were passed by the regulatorsor courts or tribunals impacting the going concern status and the Company's operation infuture.

27. APPRECIATION AND ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its appreciationfor the continued support received from all stakeholders including government regulatoryauthorities and financing institutions. The Board is thankful to the Members and employeesfor their unstinted support and contribution.

The Directors express their regret at the loss of human life due toCOVID-19 pandemic and have immense respect and gratitude for every person who has riskedtheir life and safety to fight this pandemic.

For and on behalf of the Board of Directors
Samir Mehta
May 10 2022 Chairperson
Ahmedabad DIN: 00061903

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