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Notes to Accounts of Torrent Power Ltd.

Mar 31, 2015

1 25,24,38,986 equity shares (25,24,38,986 equity shares as at 31st March, 2014) of Rs.10 each fully paid up are held by holding company - Torrent Private Limited.

2 Terms / Rights attached to equity shares :

The Company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees.The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

Dividend amount per share recognised as distributions to equity shareholders is Rs.1.50 per equity share during the year ended 31st March, 2015 (Previous year : Rs.0.50 per equity share).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(Rs. in Crore) As at As at 31st March, 2015 31st March, 2014

3. Contingent liabilities not provided for in respect of:

(i) Letters of credit established and guarantees given by banks on behalf of the Company 3778 103.21

(ii) Disputed income-tax matters 30.79 22.77

(iii) Disputed custom duty matters 18.78 18.78

(iv) Disputed excise duty matters 0.18 0.18

(v) Disputed stamp duty matters 0.35 0.35

(vi) Disputed VAT liability matters 2.15 -

(vii) Claims not acknowledged as debt 10.74 14.83

In respect of the above, the expected outflow will be determined at the time of final resolution of the dispute. No reimbursement is expected.

4. The Company''s significant leasing arrangements are in respect of residential flats, office premises, plant and machinery and equipment''s taken on lease. The arrangements range between 11 months and 10 years generally and are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. The Company has not entered into any material financial lease. The Company does not have any non-cancellable lease.

5. Employee benefits

The liability on account of gratuity and leave encashment is accounted as per AS 15 (revised) dealing with employee benefits.

The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and tenure of employment.

On account of defined contribution plans, a sum of Rs.20.50 Crore (Previous year - Rs.16.63 Crore) has been charged to the statement of profit and loss.

6. The Company''s primary business segment is Generation and Distribution of Electricity. Based on the guiding principles given in Accounting Standard on "Segment Reporting" (AS-17), this activity falls within a single primary business segment and accordingly the disclosure requirements of AS-17 in this regard are not applicable.

7. Amalgamation

The Board of Directors has approved on 12th May, 2014, the draft Composite Scheme of Amalgamation of Torrent Energy Limited (TEL) and Torrent Cables Limited (TCL) with Torrent Power Limited (TPL) and their respective shareholders and creditors ("the Scheme") under Sections 391 to 394 and other applicable provisions of the Companies Act, 1956. The Appointed Date of the scheme is 1st April, 2014.

TPL has already obtained necessary approval of the Scheme from National Stock Exchange of India Limited and BSE Limited vide their letters dated 26th & 27th August, 2014 respectively. Hon''ble Central Electricity Regulatory Commission (CERC) has also granted its approval to TEL under Section 17 (1) (b) of the Electricity Act, 2003 for its amalgamation with TPL subject to certain procedural conditions vide its order dated 7th January, 2015. TEL has also received the approval from Hon''ble Gujarat Electricity Regulatory Commission (GERC) under section 17 of Electricity Act, 2003 for amalgamation with TPL vide its order dated 1st April, 2015. Such approval is subject to the decision of Hon''ble High Court of Gujarat. As per the directions of the Hon''ble High Court of Gujarat, the meeting of the equity shareholders of TPL & TCL and unsecured creditors of TCL & TEL were held on 30th April, 2015. Further, court convened meeting of the secured creditors of TCL & TEL were held on 1st May, 2015. In accordance with SEBI circular CIR/CFD/DIL/5/2013 dated 4th February, 2013 and CIR/CFD/DIL/8/2013 dated 21st May, 2013, the public shareholders has approved the said amalgamation.

Pending other requisite approvals, including approval of High Court of Gujarat / National Company Law Tribunal as applicable, fulfilment of conditions precedent as mentioned in the Scheme and further actions, the effect of the Scheme has not been considered in the financial statements.

8. During the year, the Company has issued a sale order for the retired 100 MW Gas-based Combined Cycle Power Plant located at Vatva, Ahmedabad and consequently the difference of Rs.22.99 Crore between net book value of fixed assets and the sale value of the same has been disclosed as an ''Exceptional items''.

9. Capitalization of exchange differences

The Ministry of Corporate Affairs (MCA) has issued the amendment dated 29th December, 2011, to AS-11 "The Effects of Changes in Foreign Exchange Rates, to allow companies deferral / capitalization of exchange differences arising on long-term foreign currency monetary items.

In accordance with the amendment to AS 11, the company has capitalized exchange loss, arising on long-term foreign currency loan / capital liability, amounting to Rs.5.54 Crore (Previous year Rs.56.60 Crore) to the cost of capital work in progress / plant and equipments.

10. Expenditure related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof : Rs.16.30 Crore.

11. Details of loans given, investments made and guarantee given covered u/s 186 (4) of the Companies Act, 2013 are given under the respective heads.

12. Previous year''s figures have been restated / recast, wherever necessary, to conform to this year''s classification. Figures are rounded off to nearest lakh. Figures below Rs.50,000 are denoted by ''*''.


Mar 31, 2014

(Rs. in Crore) As at As at 31st March, 2014 31st March, 2013

1. Contingent liabilities not provided for in respect of:

(i) Letters of credit established and guarantees given by banks on behalf of the Company 103.21 110.64

(ii) Disputed income-tax matters 22.77 31.48

(iii) Disputed custom duty matters 18.78 0.28

(iv) Disputed excise duty matters 0.18 -

(v) Disputed stamp duty matters 0.35 0.37

(vi) Claims not acknowledged as debt 14.83 1.45

In respect of the above, the expected outflow will be determined at the time of fnal resolution of the dispute. No reimbursement is expected.

2. Hon''ble GERC in its true-up orders for FY 2009-10 and FY 2010-11 had directed to credit 1/3rd of the gain on account of controllable factors to a special reserve for the purpose of absorbing the impact of any future controllable losses of the Licensee (including AMGEN) as per the regulations. Accordingly, the company had created the reserve under the head "Consumer benefit Reserve", which has now been renamed as "Special Reserve"

3. Revenue from power supply includes an amount of Rs.85.26 Crore on account of Fuel and Power Purchase Price Adjustment (FPPPA) which has been adjusted against Tariff and Dividend Control Reserve of Rs.11.59 Crore, Contingency Reserve of Rs.61.66 Crore and Consumers'' benefit Account of Rs.12.01 Crore, as per the approval of the Hon''ble Gujarat Electricity Regulatory Commission (GERC) vide its letter no. 0405 dated 3rd March 2014.

4. (i) The Company uses forward contracts to hedge its certain risk associated with foreign currency fuctuation relating to firm commitments. The Company does not use forward contracts for speculative purposes. Outstanding foreign exchange forward contract as at 31st March, 2014 is Rs.Nil (31st March, 2013 Rs.Nil).

5. Based on the information available with the Company, the balance due to Micro and Small Enterprises as defined under MSMED Act, 2006 is Rs.1.60 Crore (31st March, 2013 Rs.1.73 Crore). Interest paid or payable under MSMED Act, 2006 during the year is Rs.0.01 Crore (Previous year Rs.0.01 Crore).

6. The Company''s significant leasing arrangements are in respect of residential fats, office premises, plant and machinery and equipment''s taken on lease. The arrangements range between 11 months and 10 years generally and are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. The Company has not entered into any material financial lease. The Company does not have any non-cancellable lease.

7. Employee benefits

The liability on account of gratuity and leave encashment is accounted as per AS 15 (revised) dealing with employee benefits.

The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and tenure of employment.

On account of defined contribution plans, a sum of Rs.16.63 Crore (previous year Rs.16.36 Crore) has been charged to the statement of Profit and loss.

8. The Company''s primary business segment is Generation and Distribution of Electricity. Based on the guiding principles given in Accounting Standard on "Segment Reporting" (AS-17), this activity falls within a single primary business segment and accordingly the disclosure requirements of AS-17 in this regard are not applicable.

9. Capitalization of Exchange Differences

The Ministry of Corporate Affairs (MCA) has issued the amendment dated 29th December, 2011 to AS-11

"The Effects of Changes in Foreign Exchange Rates", to allow companies deferral / capitalization of exchange differences arising on long-term foreign currency monetary items.

In accordance with the amendment to AS 11, the company has capitalized exchange loss, arising on long-term foreign currency loan, amounting to Rs.56.60 Crore (31st March, 2013 Rs.22.98 Crore) to the cost of Capital work in progress / plant and equipments.

10. Previous year figures

Previous year''s figures have been restated / recast, wherever necessary, to conform to this year''s classification. Figures are rounded off to nearest lakh. Figures below Rs.50,000 are denoted by ''*''.


Mar 31, 2013

1. (i) The Company uses forward contracts to hedge its certain risk associated with foreign currency fluctuation relating to firm commitments. The Company does not use forward contracts for speculative purposes. outstanding foreign exchange contract as at 31st March, 2013 is Rs. Nil (Previous year Rs. Nil).

(ii) foreign currency exposure not hedged by derivative instruments as at 31st March, 2013 is as under :

2. based on the information available with the Company, the balance due to Micro and small Enterprises as defined under MsMED Act, 2006 is Rs. 1.73 Crore (Previous Year Rs. 2.73 Crore). Interest paid or payable under MsMED Act, 2006 during the year is Rs. 0.01 Crore (Previous year Rs. 0.03 Crore).

3. The Company''s significant leasing arrangements are in respect of residential flats, office premises, plant and machinery and equipment''s taken on lease. The arrangements range between 11 months and 10 years generally and are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. The Company has not entered into any material financial lease. The Company does not have any non-cancellable lease.

4. Employee benefits

The liability on account of gratuity and leave is accounted as per As 15 (revised) dealing with employee benefits.

The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and tenure of employment.

5. The Company''s primary business segment is Generation and Distribution of Electricity, based on the guiding principles given in Accounting standard on "segment Reporting" (As-17), this activity falls within a single primary business segment and accordingly the disclosure requirements of As-17 in this regard are not applicable.

6. Capitalization of exchange differences

The Ministry of Corporate Affairs (MCA) has issued the amendment dated 29th December, 2011 to As-11.

The Effects of Changes in foreign Exchange Rates, to allow companies deferral / capitalization of exchange differences arising on long-term foreign currency monetary items.

In accordance with the amendment to As 11, the company has capitalized exchange loss, arising on long-term foreign currency loan, amounting to Rs. 22.98 Crore (Previous year: Rs. 23.07 Crore) to the cost of Capital work in progress / plant and equipments.

7. Previous year figures

Previous year''s figures have been restated / recast, wherever necessary, to conform to this year''s classification. figures are rounded off to nearest lakh. figures below Rs. 50,000 are denoted by ''*''.


Mar 31, 2012

1 249,448,986 equity shares (249,322,865 equity shares as at 31st March, 2011) of Rs. 10/- each fully paid up are held by holding company - Torrent Private Limited.

2 Terms/ Rights attached to equity shares :

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. Dividend amount per share recognized as distributions to equity shareholders is Rs. 6.50 per equity share during the year ended 31st March, 2012 (Previous year Rs. 5.50 per equity share).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(Rs. in crores)

As at As at 31st March, 2012 31st March, 2011

3. Contingent liabilities not provided for in respect of:

(i) Letters of credit established and guarantees given by banks on behalf of the Company 121.08 60.46

(ii) Disputed income-tax matters 21.04 23.45

(iii) Disputed sales-tax matters 0.02 0.21

(iv) Disputed custom duty matters 0.44 0.44

(v) Disputed stamp duty matters 0.37 0.26

4. Accounting policy concerning depreciation in respect of assets of Ahmedabad Generation, Ahmedabad Distribution and Surat Distribution has been changed during the year from higher of rates as per Appendix III of CERC Regulation 2009 or rates prescribed under Schedule XIV to the Companies Act 1956 to rates applicable in the year of addition as per CERC Tariff Regulations in context of circular no. 51/23/2011-CL-III dated 31st May, 2011issued by Ministry of Corporate Affairs with effect from 1st April, 2011. Depreciation for the year is lower by Rs. 60.12 crores and profit for the year is higher by Rs. 60.12 crores on account of such changes.

5. The Company has given loans and advances to its subsidiary companies and associate company as under

(a) Other than above, the Company has not given any loans or advances in the nature of loan to any of its subsidiaries and associates or firms / companies, in which Directors are interested.

(b) There are no loans where either repayment schedule is not prescribed or repayment is scheduled beyond seven years. Loans given to above companies are interest free.

6. (i) The Company uses forward contracts to hedge its certain risk associated with foreign currency fluctuation relating to firm commitments. The Company does not use forward contracts for speculative purposes. Outstanding foreign exchange contract as at 31st March, 2012 is Rs. Nil (Previous year Rs. 7.68 crores).

7. Based on the information available with the Company, the balance due to Micro and Small Enterprises as defined under MSMED Act, 2006 is Rs. 2.73 crores (Previous year Rs. 1.49 crores). Interest paid or payable under MSMED Act, 2006 during the year is Rs. 0.03 crores (Previous year Rs. Nil).

8. Assets taken on lease under which all risks and rewards of ownership are effectively retained by the lessor are classified as operating lease. Lease payments under operating leases are recognised as expenses on straight-line basis.

The Company's significant leasing arrangements are in respect of residential flats, office premises, plant and machinery and equipments taken on lease. The arrangements range between 11 months and 10 years generally and are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. The Company has not entered into any material financial lease. The Company does not have any non-cancellable lease.

9. Employee benefits

The accounting liability on account of gratuity and leave is accounted as per AS 15 (revised) dealing with Employee benefits.

The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and tenure of employment.

10. The Company's primary business segment is Generation and Distribution of Electricity. Based on the guiding principles given in Accounting Standard on "Segment Reporting" (AS-17), this activity falls within a single primary business segment and accordingly the disclosure requirements of AS-17 in this regard are not applicable.

11. Capitalization of exchange differences

The Ministry of Corporate Affairs (MCA) has issued the amendment dated 29th December 2011 to AS 11 "The Effects of Changes in Foreign Exchange Rates," to allow companies deferral / capitalization of exchange differences arising on long-term foreign currency monetary items.

In accordance with the amendment to AS 11, the company has capitalized exchange loss, arising on long-term foreign currency loan, amounting to Rs. 23.07 crores (Previous year Rs. Nil) to the cost of Capital work in progress / plant and equipments.

12. Previous year figures

The Company prepares and presents its financial statements as per Schedule VI to the Companies Act, 1956, as applicable to it from time to time. In view of revision to the Schedule VI as per a notification issued during the year by the Central Government, the financial statements for the financial year ended 31st March, 2012 have been prepared as per the requirements of the Revised Schedule VI to the Companies Act, 1956. The previous year figures have been accordingly regrouped / re-classified to conform to the current year's classification. Figures are rounded off to nearest lakh. Figures below Rs. 50000 are denoted by.


Mar 31, 2010

1. Effective from 1st April, 2009, the Company has changed its policy of charging depreciation on its assets at Sugen, Ahmedabad Generation, Ahmedabad Distribution and Surat Distribution. Depreciation is charged in respect of each category of assets of these units at the higher of the rates prescribed in Appendix III of the Regulation issued by Central Electricity Regulatory Commission dated 19th January, 2009 or rates prescribed under Schedule XIV to the Companies Act, 1956 instead of at the rates prescribed under schedule XIV to the Companies Act, 1956. Consequently, the depreciation charged to the profit & loss account is higher for the year by Rs. 19.89 crores with the corresponding decrease in profit before taxation for the year, by the same amount.

2. During the year, the Company has received show cause notices from the Indirect Tax Authorities claiming recovery of indirect tax. The claim, as ascertained by the authorities, is being contested by the Company. Without prejudice to the stand of the Company and its rights to contest the claim and based on consideration of prudence, the Company has accordingly accounted Rs.107.64 crores for the same in the financial statements.

3. (i) The Company uses forward contracts to hedge its risk associated with foreign currency fluctuation relating to firm commitments. The Company does not use forward contracts for speculative purposes. Outstanding foreign exchange contract as at 31st March, 2010 is Rs.Nil (Previous Year Rs.Nil)

(ii) Foreign currency exposure not hedged by derivative instruments as at 31st March, 2010 on capital imports amount to Rs.4.31 crores (Previous Year Rs.189.09 crores)

4. Based on the information available with the Company, the balance due to Micro and Small Enterprises as defined under MSMED Act, 2006 is Rs.1.14 crores (Previous Year Rs.0.42 crore). No interest has been paid or payable under MSMED Act, 2006 during the year.

5. The confirmations of some of the parties for the amounts due to them / amount due from them as per books of accounts are not received. Necessary adjustments, if any, will be made when the accounts are reconciled / settled.

6. Employee Benefits:

The accounting liability on account of gratuity and leave is accounted as per AS 15 (revised 2005) dealing with Employee benefits.

The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and tenure of employment.

7. Note:

The estimates of future salary increases considered in the actuarial valuation take account of inflation, promotion and other relevant factors, such as supply and demand in the employment market. Future separation and Mortality rates are obtained from relevant data of Life Insurance Corporation of India.

8. The Companys primary business segment is Generation and Distribution of Electricity. Based on the guiding principles given in Accounting Standard on "Segment Reporting" [(AS - 17) issued by the Institute of Chartered Accountants of India], this activity falls within a single primary business segment and accordingly the disclosure requirements of AS - 17 in this regard are not applicable.

Names of relates" parties and description of relationship:

1. Associates AEC Cements & Constructions Limited Tidong Hydro Power Limited

2 Subsidiaries Torrent Power Grid Limited Torrent Pipavav Generation Limited Torrent Energy Limited Torrent Power Bhiwandi Limited

3. Enterprises controlled by the company TPL (Ahmedabad) Gratuity Trust

TPL (Ahmedabad) Superannuation Fund

TPL (Surat) Gratuity Trust

TPL (Surat) Superannuation Fund

TPL (SUGEN) Gratuity Trust

TPL (SUGEN) Superannuation Fund

4. Holding Company / Enterprises controlled by the Holding Company Torrent Private Limited

Torrent Pharmaceuticals Limited

Torrent Cables Limited

Gujarat Lease Financing Limited

Torrent Power Services Private Limited

Heumann Pharma GmbH & Co.Generica KG

Torrent Do Brasil Ltda.

Zao Torrent Pharma

Torrent Pharma GmbH.

Torrent Pharma Inc.

Torrent Pharma Philippines Inc.

Torrent Australasia Pty Ltd.

Laborotrios Torrent SA de CV

Torrent Pharma Japan Co. Ltd.

Torrent Pharma Canada Inc.

Torrent Pharma (Thailand) Co. Ltd.

Norispharm GmbH.

Heunet Pharma GmbH.

Torrent Financiers

5.Key Management Sudhir Mehta Markand Bhatt Murli Ranganathan Personnel Chairman Whole-time Whole-time Director Director

6.Relatives of Key Anita Mehta, Nandini Bhatt, Jayashree M. Wife Wife Ranganathan, Shardaban Arvindbhai Mehta, Bhatt, Wife Mother Samir Mehta, Maltiben Joshi T.P. Ranganathan, Varun Mehta, Sister Father Son Anjuben Trivedi Kaushalya Jinal Mehta, Sister Ranganathan, Son Vasudhaben Mother Meena Modi, Pandya Sister Sister Nayna Shah, Sister Munjal Bhatt, R.Vijay Kumar, Son Brother

Gunjan Bhatt Suhasini M. Son Ranganathan, Daughter

Sujeet M. Ranganathan, Son

7.ENterprises controlled U.N. Mehta Charitable Trust by Key Management Shardaben Mehta Charitable Trust Personnel/Relatives Dushyant Shah Charitable Trust D. N. Modi Charitable Trust Tsunami Tours & Travels Private Limited Torrel Cosmetics Private Limited Zeal Pharmachem India Private Limited Diamond Infrastructure Private Limited U.N. Mehta Institute of Cardiology & Research Centre Munjal Bhatt Associates

9.Previous years figures have been restated, wherever necessary, to conform to this years classification. Figures are rounded off to nearest lakh. Figures below Rs.50000 are denoted by *.

 
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