You are here » Home » Companies » Company Overview » Torrent Power Ltd

Torrent Power Ltd.

BSE: 532779 Sector: Infrastructure
NSE: TORNTPOWER ISIN Code: INE813H01021
BSE 11:39 | 22 Mar 259.70 -0.40
(-0.15%)
OPEN

260.00

HIGH

261.60

LOW

258.60

NSE 11:29 | 22 Mar 259.95 -0.30
(-0.12%)
OPEN

258.95

HIGH

261.75

LOW

258.50

OPEN 260.00
PREVIOUS CLOSE 260.10
VOLUME 8432
52-Week high 276.60
52-Week low 212.10
P/E 11.58
Mkt Cap.(Rs cr) 12,482
Buy Price 259.70
Buy Qty 254.00
Sell Price 259.75
Sell Qty 4.00
OPEN 260.00
CLOSE 260.10
VOLUME 8432
52-Week high 276.60
52-Week low 212.10
P/E 11.58
Mkt Cap.(Rs cr) 12,482
Buy Price 259.70
Buy Qty 254.00
Sell Price 259.75
Sell Qty 4.00

Torrent Power Ltd. (TORNTPOWER) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Fourteenth Annual Report ofthe Company together with the Audited Financial Statements for the Financial Year ended31st March 2018.

1. HIGHLIGHTS

The key highlights for the Financial Year 2017-18 are:

Financial performance of the Company on consolidated basis: o Increasein Total Income by 15.55% to `11775.64 Crore o Increase in PBDIT by 27.52% to `3380.68Crore o Increase in Total Comprehensive Income (after Non-controlling interest) by 126.15%to `955.65 Crore

In the matter of tariff determination for Ahmedabad and SuratDistribution areas Hon'ble Gujarat Electricity

Regulatory Commission (GERC): o for FY 2017-18 and true up of FY2015-16 continued the tariff of FY 2016-17 for FY 2017-18 as well and also directed todiscontinue the recovery of Regulatory Charge w.e.f 10th June 2017. o for FY 2018-19 andtrue up of FY 2016-17 has not revised the tariff for second year in succession andabolished Meter Rent w.e.f. 1st April 2018.

The Company continued to substantially improve the network and reduceAggregate Technical & Commercial

(AT&C) Losses in Bhiwandi and Agra. The AT&C losses reducedfrom 22.22% in FY 2016-17 to 17.28% in FY 2017-18 in Bhiwandi and from 26.78% in FY2016-17 to 20.89% in FY 2017-18 in Agra.

400 kV Nikol-2 supply point has been commissioned with state-of-the-artGas-insulated substation and numerical relays in the city of Ahmedabad; thus enhancing theimport capacity of Eastern part of Ahmedabad.

Geographical Information System (GIS) has been implemented atAhmedabad Gandhinagar and Surat distribution areas. New "Plug points" thedigital customer service centres were launched in Ahmedabad & Gandhinagar. Over 125new collection centres have been launched at various geographies across the distributionareas for greater convenience to customers.

9 LNG cargoes have been imported till 31 st March 2018 and another 26LNG cargoes have been contracted after following a competitive tender process withinternational suppliers for delivery upto December 2020.

The Company continued to grow its Renewables business and has won thefollowing wind power projects by participating in the competitive bidding and thee-reverse auction process: a) 499.8 MW held on 13th February 2018 by Solar EnergyCorporation of India Limited (SECI) (Tranche – III). This is the largest capacityever won by any bidder in the wind auctions conducted so far in the country. b) 124.4 MWheld on 6th March 2018 by Maharashtra State Electricity Distribution Company Limited.

164.9 MW Wind Power Projects have been successfully commissioned duringthe year. The total renewable power generation capacity including operational andunder-construction projects has crossed the mark of 1550 MW.

FINANCIAL RESULTS

Summary of the financial results of the Company for the year underreview is as under:

(` in Crore)

Standalone

Consolidated

Particulars Total Income

For the year ended 31st March 2018 11716.78

For the year ended 31st March 2017 10153.43

For the year ended 31st March 2018 11775.64

For the year ended 31st March 2017 10190.98

Profit Before Depreciation Interest and Tax

3326.36

2619.92

3380.68

2651.18

Depreciation Amortization & Impairment loss

1111.14

989.42

1131.50

1005.86

Finance Costs

839.69

1046.56

848.19

1057.98

Profit Before Tax

1375.53

583.94

1400.99

587.34

Current Tax

303.60

121.95

312.48

123.95

Deferred Tax

150.19

29.63

136.39

33.60

Non-controlling Interest

-

-

9.81

0.84

Profit for the period

921.74

432.36

942.31

428.95

Other comprehensive income (net of tax)

13.33

(6.36)

13.34

(6.37)

Total comprehensive income for the year

935.07

426.00

955.65

422.58

Add: Balance brought forward

2606.17

2216.07

2613.78

2228.05

Balance available for Appropriation

3541.24

2642.07

3569.43

2650.63

Appropriations
Transfer to Contingency Reserve

1.71

1.68

1.71

1.68

Transfer to Debenture Redemption Reserve

34.22

34.22

34.22

34.22

Transfer to General Reserve

-

-

-

-

Dividends
Dividend (including interim dividend) paid

105.74

-

105.74

-

Dividend distribution tax paid

21.12

-

22.47

0.95

Balance carried to Balance Sheet

3378.45

2606.17

3405.29

2613.78

Basic and Diluted Earnings per Share (` per share)

19.18

9.00

19.61

8.93

Note: The figures for the previous periods have been regrouped /recast wherever necessary to make them comparable with the figures for the currentperiods.

2. DIVIDEND

The Company as a policy endeavours to distribute approx. 30% of itsconsolidated annual profits after tax as dividend in one or more tranches. Following thesaid policy the Board of Directors on 29th May 2018 recommended dividend of `5.00 perequity share having face value of `10/- on 480616784 equity shares (PY `2.20 per equityshare having face value of `10/- on 480616784 equity shares) amounting to `240.31Crore (PY `105.74 Crore).

With Dividend Distribution Tax of `49.40 Crore (PY `21.12 Crore) thetotal outflow on account of dividend works out to `289.71 Crore (PY `126.86 Crore) i.e.30.32% (PY 30.02%) of consolidated Total Comprehensive Income for FY 2017-18.

The Dividend Distribution Policy of the Company can be accessed at theCompany's website: http://www.torrentpower.com/pdf/investors/06-01-2017_h_6a_Dividend_Distribution_Policy.pdf

3. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated in Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportforms part of this Annual Report.

4. CUSTOMER INITIATIVES

The Company constantly strives to adopt customer-driven strategies toprovide positive customer experience. Key technology initiatives taken in this regardduring FY 2017-18 include (a) Implementation of GIS at Ahmedabad Gandhinagar and Suratdistribution areas; (b) New "Plug points" the digital customer service centreswere launched in Ahmedabad & Gandhinagar; (c) Opening of 100 new collection centres inlicensed areas and 25 new collection centres in franchise areas to expand service reach;(d) Implementation of Interactive Voice Response System (IVRS) system for Agra customers;and (e) Launch of upgraded mobile application for customers with more payment options likeUPI Mobikwik and request options for customer account statement.

5. ENVIRONMENT HEALTH AND SAFETY

The Company accords utmost importance to environment health and safety(EHS) in its various operations. The key developments concerning EHS during FY 2017-18include:

Zero Liquid Discharge since August 2017 at SUGEN plant.

Accreditation of Integrated Management System of DGEN-PLL gas line byCertification Engineers International

Limited as per Petroleum and Natural Gas Regulatory Boad (PNGRB)regulations.

Samanvay (Corporate Office) GENSU plant and Meghdhanush (residentialcolony) have upgraded to the 2015 version of ISO standards. Other units are in the processof upgradation of their Integrated Management System to the new standards.

Other key EHS initiatives include Rainwater harvesting system atSamanvay (Corporate Office) & Distribution units; Safety training programs fordifferently abled persons at GENSU Safety awareness programs Usage of environmentallyfriendly bio-degradable ester oil in place of mineral oil in Distribution transformers indensely populated and congested areas to enhance safety and to prevent land contaminationintroduction of Cobalt Free Silica Gel moisture absorbent in place of normal Silica Gelfor transformers at SUGEN plant tree plantation Celebrations of Electrical Safety /Chemical Safety / National safety / Anti-Tobacco Week World Heart Day National FireService Day World Environment Day Earth Day etc.

Moreover the Company has in place the "Conviction for SafetyPolicy" which provides for substantial compensation to the personnel (Employees aswell as Contractors) and their families who are adversely affected by accidents.

6. HUMAN RESOURCES

At Torrent we firmly believe that each milestone achieved by theOrganization is an outcome of efforts dedication and conviction demonstrated by itspeople. Herein HR has a major role to play as it improves the company's bottom line withits knowledge of how human capital affects organizational success. HR participates incorporate decision-making that underlies current staffing assessments and projections forfuture workforce needs based on business demand. It also helps in the development oforganisational culture and climate in which employees have the competency concern andcommitment to serve customers well.

Training and Development initiatives are adjacent focus areas whichinvolve change in attitude skills or knowledge of a person with the resultant improvementin their behaviour. For training to be effective it is planned after a thorough needanalysis and is targeted at certain competencies and skills required for upgrading to nextlevel.

The significance of HR can be seen in three contexts: OrganisationalSocial and Professional in following ways:

Good human resource practice can help in attracting and retaining thebest people in the organisation.

Developing the necessary skills and right attitude amongst theemployees through training development performance appraisal etc.

Securing willing cooperation of employees through motivationparticipation grievance handling etc.

Promoting team-work and team-spirit amongst employees

Providing environment and incentives for developing and utilizingcreativity

On the Statutory front during the year under review no case wasreceived under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The year also saw reinforcement of the already existing WhistleBlower Policy in order to emphasize and encourage reporting of any wrongdoing or anyunethical practice. On the industrial front the Company continued to foster cordialindustrial relations with its workforce during the year. The Company has a diverseworkforce of 7619 employees as on 31st March 2018 vis--vis 7414 employees as on 31stMarch 2017. Going forward the Company will continue to focus on nurturing the righttalent to achieve the business goals.

7. CORPORATE SOCIAL RESPONSIBILITY

The Board has adopted a Corporate Social Responsibility (CSR) Policyfor the Company based on which CSR Programs and activities were carried out during theyear. The CSR Policy and CSR Plan for FY 2017-18 can be accessed through the followingweblinks: http://www.torrentpower.com/pdf/investors/02-06-2016_rautx_csrpolicy.pdfhttp://www.torrentpower.com/pdf/investors/03-01-2018_8oc69_CSR_Plan.pdf The CSR committeecomprises of Smt. Bhavna Doshi (Chairperson) Shri Samir Barua and Shri Jinal Mehta. TheCommittee oversees the CSR activities.

The Company as part of its CSR activities made focused efforts in thefields of Community Healthcare Sanitation & Hygiene Education & KnowledgeEnhancement and Social Care & Concern.

The details of key CSR programs and activities undertaken at Grouplevel are provided in the Annual Report on CSR Activities (Annexure A to thisReport). The Company has spent `15.11 Crore on CSR programs and activities as compared tothe 2% of average net profit for the past three financial years of `15.02 Crore mandatedby section 135 of the Companies Act 2013. In addition to above the Company alsoundertook some additional CSR activities during the year brie_y described hereunder.

Creating livelihood: o 42 days intensive training course developedin-house by the security team at Sugen Power Plant covering security basic fire_ghtingand working knowledge of computers for unemployed youth with basic primary education hasbeen continued in FY 2017-18 as well; these youths numbering 72 have been absorbed insecurity related jobs at Sugen and Dgen power plants. o Multi skill trainings wereorganized for the Company's security guards in the areas of CCTV operations drivinghousekeeping etc. to make them versatile. o Differently abled persons (with impairedhearing and speech) were trained for routine cleaning of solar panels at the GENSU SolarPlant thus providing them a dignified livelihood. o Employment to uneducated anddestitute locals for horticulture house keeping and canteen work.

Community healthcare:

SWADHAR – the community health care centre at SUGEN Plantprovides primary health care facilities at nominal cost to the surrounding communities. Inthe latter half of FY 2017-18 additional infrastructure was set up at a cost of `1.78Crore to cover speciality consulting in Dental Opthalmology Dermatology Gynaecology andPhysiotherapy. During FY 2017-18 the Company has spent `0.06 Crore on Swadhar activitiesbenefitting about 47000 persons.

Donations

The Company also made donations amounting to `7.67 Crore to variousorganisations involved in CSR activities related to healthcare education arts &culture science relief to disaster victims; socio-economic development includingde-addiction skill development; self-help groups youth upliftment of women integrateddevelopment of tribes; etc.

8. FINANCE

During FY 2017-18 the Company has tied up long term loans of `830Crore for routine Capex for its existing areas of operations. Further loan of `40 Crorewas tied up for part funding of the Company's Wind Power Projects at Kutch and Bhavnagardistricts in Gujarat.

Outstanding amount towards long term loans Non-Convertible Debentures(NCDs) and Accelerated Power Development and Reforms Programme (APDRP) loans as on 31stMarch 2018 was `9337.18 Crore. Details of long term loans of the Company for the yearunder review are provided in Note 23 to the Consolidated Financial Statements. Theconsolidated debt to equity (including deferred tax liability) ratio as at the end of FY2017-18 was 1.01 (PY - 1.06). Credit Rating of the Company's long term loans cash creditand NCDs has been reaffirmed by CRISIL at AA- / Stable and that of Letters of credit /bank guarantees of the Company has been reaffirmed at A1+.

During the year under review the Company has neither accepted norrenewed any deposits.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties aregiven in the prescribed Form AOC-2 appended herewith as Annexure B and in thesection on Related Party Transactions in the Report on Corporate Governance.

10. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 the Board ofDirectors states that: a) in preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures; b) the Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as on 31st March 2018 and of the profits for the year ended31st March 2018; c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) the annual accounts have been prepared on agoing concern basis; 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 ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.

11. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls withreference to Financial Statements. During the year such controls were tested and noreportable material weakness was observed.

12. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

Besides the existing subsidiaries of the Company the Company hasacquired 100% equity share capital of two Companies namely; Jodhpur Wind Farms PrivateLimited and Latur Renewables Private Limited during the year. The Board reviews theaffairs of the Company's subsidiaries at regular intervals. In accordance with Section129(3) of the Companies Act 2013 the Company has prepared Consolidated FinancialStatements of the Company which form part of this Annual Report. Further a statementcontaining salient features of the Financial Statements of the Company's subsidiaries andassociates is given in prescribed form AOC-1 which forms part of this Annual report atpage no. 237. The Company jointly with Torrent Pharmaceuticals Limited promoted twoSection 8 Companies under the Companies Act 2013 viz. Tornascent Care Institute and UNMFoundation for the purpose of carrying out CSR activities which are detailed in section 7of this report.

13. CORPORATE GOVERNANCE

The Corporate Governance philosophy of the Company rests on five basicprinciples viz. protection of rights & interests of members equality in treatment ofall members disclosure of timely & accurate information strategic guidance &effective monitoring by the Board and accountability of the Board to the Company & itsmembers. As stipulated by Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Report on Corporate Governance forms part of this AnnualReport. Certificate of the Auditors regarding compliance with the conditions of CorporateGovernance as stipulated in Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to the Board's Report as Annexure C.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT RESIGNATION ANDRETIREMENT

The Members of the Company had at the 13th Annual General Meeting heldon 1st August 2017 appointed Shri Pankaj Joshi IAS (holding DIN: 01532892) then anAdditional Director of the Company as a Director with effect from 1st August 2017 whoshall be liable to retire by rotation pursuant to the applicable provisions of theCompanies Act 2013. Shri R. Ravichandran (holding DIN: 06737497) retired at the samemeeting and the vacancy caused by such retirement was not filled up.

During the year under review Shri Markand Bhatt Whole-time Directorof the Company expressed his desire to relinquish his responsibilities both as Whole-timeDirector and as member of the Board. Acknowledging the possible implications Shri Bhatthad consented to work on a transition plan over the course of next few months to installappropriate new arrangements. Considering Shri Bhatt's desire for relinquishment and offerto work on transition plan so as to ensure continuity and minimal disruption the Boardhad at its meeting held on 7th February 2018 approved that he will continue his term till30th September 2018.

In the same Board meeting held on 7th February 2018 Shri SudhirMehta had also expressed his desire to relinquish the position as the Chairman of theBoard and the Company w.e.f. 1st April 2018 with a view to spend more time on socialeducational and religious activities in which he is involved and also spare more time forhimself. The Board has agreed to his request with great reluctance in view of Shri SudhirMehta agreeing to continue as a permanent member of the Board of the Company. The Boardconferred upon him the position of Chairman Emeritus w.e.f. 1st April 2018 so that hiswisdom and counsel on key business and strategic matters would continue to be available tothe Board and the Company.

The Board had further at their aforesaid meeting subject to theapproval of the shareholders appointed Shri Samir Mehta Vice Chairman as ExecutiveChairman of the Company and Shri Jinal Mehta Whole-time Director as Managing Director ofthe Company effective from 1st April 2018.

Shri T. P. Vijayasarathy Chief Financial Officer of the Company willbe taking up a new role in the Company and had thus requested for his relinquishment asthe Chief Financial Officer and Whole-time Key Managerial Personnel of the Companyeffective from close of working hours of 29th May 2018. To fulfill the vacancy caused dueto his relinquishment of the position of Chief Financial Officer the Board had appointedShri Sanjay Dalal as Chief Financial Officer and Whole-time Key Managerial Personnel ofthe Company effective from 30th May 2018.

Shri Darshan Soni Company Secretary & Whole-time Key ManagerialPersonnel had resigned from the services of the Company effective from the close ofbusiness hours on 3rd March 2018.

The shareholders at various meetings appointed Smt. Bhavna Doshi (till3rd August 2018) Ms. Dharmishta N. Raval (till 15th October 2018_) Shri Samir Barua(till 31st March 2019) Shri Keki Mistry (till 31st March 2019) and Shri Pankaj Patel(till 31st March 2019) as Independet Directors of the Company. Their above term (beingfirst term) will end between this Annual General Meeting (AGM) and Fifteenth AGM.Therefore the Board hereby recommends to the shareholders for their approval there-appointment of Independent Directors for second term as mentioned in the Notice formingpart of this Annual Report.

As per the provisions of the Companies Act 2013 Shri Samir Mehta(holding DIN: 00061903) Director retires by rotation and being eligible has offeredhimself for 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 Fourteenth AGM.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to section 149(7) of the Companies Act 2013 the Company hasreceived necessary declaration from each Independent Director confirming that they meetthe criteria of independence as prescribed under Section 149(6) of the Act and SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.

15. POLICY ON DIRECTORS' APPOINTMENT

The Nomination and Remuneration Committee (NRC) has approved thefollowing criteria and process for identification / appointment of Directors:

Criteria for appointment: i. Proposed Director ("Person")shall meet all statutory requirements and should:

possess the highest ethics integrity and values

not have direct / indirect conflict with present or potential business/ 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 and have theability 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 be considered)

have appropriate comprehension to understand or be able to acquire thatunderstanding: o relating to Corporate functioning o concerning the scale complexity ofbusiness and specific market and environment factors affecting the functioning of theCompany. ii. The appointment shall be in compliance with the Board Diversity Policy of theCompany.

Process for Identification / Appointment of Directors: i. BoardMembers may (formally or informally) suggest any potential person to the Chairman of theCompany meeting the above criteria. If the Chairman deems fit necessary recommendationshall be made by him to the NRC. ii. Chairman of the Company can himself also refer anypotential person meeting the above criteria to the NRC. iii. NRC will process the matterand recommend such proposal to the Board. iv. Board will consider such proposal on meritand decide suitably.

16. CRITERIA FOR PERFORMANCE EVALUATION

The criteria for performance evaluation of itself that of itsCommittees and Individual Directors as laid down by the Board of Directors is as follows:

Evaluation of Criteria for Evaluation
Board Degree of fulfilment of key responsibilities including special responsibilities as under:
Focus on strategic and policy issues
Governance and compliance
Stakeholders' value and responsibility
Effectiveness of Board process and information sharing
Board culture and dynamics
Quality of decisions
Establishment and delineation of responsibilities to Committees
Facilitation of Independent Directors
Committees Degree of fulfilment of key responsibilities
Frequency and effectiveness of meetings
Committee dynamics especially openness of discussions including with the Board
Adequacy of Committee composition
Quality of relationship of the Committee with the Board and the Management
Individual Fulfillment of functions
Directors Participation in Board in terms of adequacy (time & content)
Contribution at meetings
Guidance / support to Management outside Board / Committee meetings
Independent views and judgement (only for Independent Directors)

17. MANNER OF EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

The evaluation of Board its Committees and Individual Directors wascarried out as per the process and criteria laid down by the Board of Directors based onthe recommendation of the NRC.

The obtaining and consolidation of feedback from all Directors in thisregards was co-ordinated by the Chairman. Based on this the Chairman briefed the Boardand each of the Individual Directors as applicable.

18. MEETINGS OF THE BOARD & COMPLIANCE TO SECRETARIAL STANDARDS

The Board meets at regular intervals with gap between two meetings notexceeding 120 days. During FY 2017-18 the Board met five times.

The Company has complied with the provisions of Secretarial Standard 1(relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating toGeneral meetings) during the year.

19. REMUNERATION REMUNERATION POLICY

The Company has in place the policy relating to the remuneration of theDirectors Key Managerial Personnel and other employees of the Company which is as under:

Components of Remuneration i. Fixed Pay comprising Basic SalaryHRA Car Allowance (applicable to General Managers & above employees) ConveyanceAllowances / Reimbursement Company's contribution to Provident Fund Superannuation FundGratuity etc. ii. Variable Pay which is either in the form of:

Commission to Managing Directors

Commission to Whole-time Directors

Performance Based Pay to General Managers & above based onindividual and unit performance

One-time reward for identified employees in exceptional cases whoundertake tasks which go beyond their normal call of duty and play a crucial role in thesuccess of an event. iii. Retention Pay: In cases where stability is an issue part ofthe CTC is kept as retention pay which is being paid after 3 years or more.

Such remuneration is determined at the time of recruitment based onvarious factors such as Educational Qualification Experience Competence Current CTCInternal Equity and / or External Market comparison changeover cost etc.

Annual Appraisal Process i. Annual Appraisals are conductedfollowing which annual increments and promotions in deserving cases are decided once in ayear based on:

Employees' self-assessment

Assessment by Immediate Superior and

Assessment by Head of Department ii. Annual Increment leading to anincrease in Fixed Pay consists of

Economic Rise based on All India Consumer Price Index published by theGovernment of India.

Performance Rise based on industry and overall business scenario andfactoring the following aspects: o Company's performance vis--vis the industry o Unit'sperformance (based on which the overall ceiling for remuneration and performance based payat Unit level are determined). o Individual Performance / track record.

Promotion Rise iii. Also Performance Based Pay i.e. Variable Pay (toGeneral Manager & above employees) is based on annual appraisal process.

iv. The increments as decided for a particular financial year are paidduring the subsequent financial year. For example the performance appraisal of anemployee for FY 2017-18 is conducted in FY 2018-19 and his salary rise in FY 2018-19reflects his performance for FY 2017-18.

Remuneration of Non-Executive Directors:

The Company has formulated a Policy for the remuneration ofNon-Executive Directors as follows: i. Sitting Fees of `1 lakh for each meeting of theBoard or any Committee thereof attended by them; ii. Commission on the basis ofparticipation in the meetings of Board and Audit & Risk Management Committee subjectto the condition that total commission paid to all Directors (other than Managing Directoror Whole-time Director) including Goods and Services Tax (GST) thereon shall not exceedthe limit of 1% of net profits in a financial year as laid down under the provisions ofSection 197(1) of the Companies Act 2013firead with Section 198 of the Act. iii.Non-Executive Directors will be reimbursed for all the expenses incurred for attending anymeeting of the Board or Committees thereof and which may arise from performance of anyspecial assignments given by the Board.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 disclosures pertaining to remuneration and other details areprovided in the Annexure D to this Report.

21. AUDITORS

STATUTORY AUDITORS

The shareholders had at the Thirteenth AGM of the Company appointedM/s. Price Waterhouse Chartered Accountants LLP as Statutory Auditors of the Company tohold office from the close of the Thirteenth AGM till the conclusion of the EighteenthAGM subject to their appointment being rati_ed by the shareholders in every AGM.

The Ministry of Corporate Affairs vide Companies Amendment Act 2017omitted the requirement related to rati_cation of appointment of statutory auditors bymembers at every AGM w.e.f. 7th May 2018. Pursuant to the amendment the Board herebyrecommends to the shareholders for their approval that the requirement of seekingrati_cation of appointment of Statutory Auditors (M/s. Price Waterhouse CharteredAccountants LLP) at every Annual General Meeting (referred in the resolution passed at theShareholders meeting held on 1st August 2017) be deleted. The Auditors' Report for FY2017-18 forms part of this Annual Report and does not contain any qualificationreservation or adverse remark.

COST AUDITORS

Pursuant to section 148(3) of the Companies Act 2013 M/s. Kirit Mehta& Co. Cost Accountants Mumbai had been appointed as the Cost Auditors of the Companyfor FY 2017-18 by the Board of Directors and their remuneration was rati_ed by members atthe Thirteenth AGM of the Company. The Cost Audit Report for FY 2016-17 does not containany qualification and was filed on 24th August 2017 with the Central Government (withinthe prescribed time limit) pursuant to Section 148(6) of the Companies Act 2013.

SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act 2013 read with Rulesthereof the Board of Directors had appointed M/s. M. C. Gupta & Co. CompanySecretaries Ahmedabad as Secretarial Auditors of the Company for FY 2017-18. TheSecretarial Audit Report for FY 2017-18 is annexed herewith as Annexure E.

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

22. AUDIT AND RISK MANAGEMENT

The Composition of the Audit and Risk Management Committee is incompliance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 177 of the Companies Act 2013. Composition ofthe Committee as on 31st March 2018 is given below:

COMPOSITION OF THE COMMITTEE

Name of the Director Category of Directorship
Shri Keki Mistry Chairman Independent Director
Shri Samir Barua Independent Director
Shri Kiran Karnik Independent Director
Smt. Bhavna Doshi Independent Director
Ms. Dharmishta Raval Independent Director

During the year the Board has accepted all the recommendations made bythe Audit and Risk Management Committee.

VIGIL MECHANISM

The Company has in place a Whistle Blower Policy pursuant to theapplicable statutory requirements. The Policy empowers all the Stakeholders to raiseconcerns by making Protected Disclosures as defined in the Policy. The Policy alsoprovides for adequate safeguards against victimization of Whistle Blower who uses suchmechanism and also provides for direct access to the Chairman of the Audit and RiskManagement Committee in exceptional cases. The functioning of the Whistle Blowermechanism is reviewed by the Audit and Risk Management Committee on a quarterly basis. Thedetails of the Whistle Blower Policy are explained in the Report on Corporate Governanceand the Policy is available on the website of the Company athttp://www.torrentpower.com/pdf/investors/02-06-2016_6mbme_whistle_ blower_policy.pdf

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 Board Risk Management Committee Chief RiskOfficer Risk Champions and Co-ordinators. Internal and external risks with potentialimpact and likelihood that may impact the Company in achieving its strategic objectivesor may threaten its existence have been identified and assessed.

23. THE EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is appended herewith as AnnexureF to this Report.

24. 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 CompaniesAct 2013 read with Companies (Accounts) Rules 2014 are given in the Annexure G whichforms part of this Report.

25. APPRECIATION AND ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its appreciationfor the continued guidance and support received from the Government of India the StateGovernments the Central and State Electricity Regulatory Commissions / Authorities theNational Regional and State Load Dispatch Centres Regional Power Committees GujaratEnergy Development Agency Karnataka Renewable Energy Development Limited Bureau ofEnergy Efficiency Chief Electrical Inspectors of Gujarat Uttar Pradesh Maharashtra andKarnataka State Energy Developers State Discoms Central and State TransmissionCompanies Solar Energy Corporation of India Limited NABL (Quality Council of India)Petroleum and Natural Gas Regulatory Board the Gram Panchayats Taluka PanchayatsDistrict Collectors Local Authorities Corporation and Municipal Authorities of the areasof Company's operation Contractors Fuel Suppliers and Transporters Power ExchangesBanks Financial Institutions and Security Trustees. The Board is thankful to the MembersAuditors Consultants Vendors Service Providers Insurers and all its Employees fortheir unstinted support and contribution. The Board also recognizes the contribution ofthe esteemed Consumers to the growth of the Company and takes this opportunity to pledgethe Company's commitment to serve them better.

For and on behalf of the Board of Directors

Samir Mehta

Chairman DIN: 00061903

Ahmedabad 29th May 2018