INDEX Corporate Information ........................................................................................................................................................ 2 Notice ................................................................................................................................................................................ 3 Board’s Report ................................................................................................................................................................. 13 Management Discussion and Analysis ............................................................................................................................ 55 Business Responsibility Report ....................................................................................................................................... 64 Report on Corporate Governance ................................................................................................................................... 76 Independent Auditor’s Report on Standalone Financial Statements ................................................................................ 95 Standalone Financial Statements .................................................................................................................................. 106 Independent Auditor’s Report on Consolidated Financial Statements ........................................................................... 174 Consolidated Financial Statements ............................................................................................................................... 182 5 Years’ Highlights - Consolidated .................................................................................................................................. 251 CORPoratE INformatioN Board of Directors Chief Financial Officer Sudhir Mehta, Chairman Emeritus Sanjay Dalal Samir Mehta, Chairperson Pankaj Patel Company Secretary Samir Barua Rahul Shah Keki Mistry Bhavna Doshi Statutory Auditors Dharmishta Raval Price Waterhouse Chartered Accountants LLP Pankaj Joshi, IAS (upto 17/12/2019) Chartered Accountants Sunaina Tomar, IAS (wef 13/02/2020) Jinal Mehta, Managing Director Registered Office “Samanvay”, Audit Committee 600 Tapovan, Samir Barua, Chairperson Ambawadi, Ahmedabad - 380015, Keki Mistry Gujarat, India. Bhavna Doshi Phone: +91 79 26628300 Dharmishta Raval Fax: +91 79 26764159 Stakeholders Relationship Committee Corporate Identity Number Pankaj Patel, Chairperson L31200GJ2004PLC044068 Samir Mehta Jinal Mehta Website www.torrentpower.com Nomination and Remuneration Committee Pankaj Patel, Chairperson Investor Services Email Id Sudhir Mehta [email protected] Dharmishta Raval Registrar and Share Transfer Agent Corporate Social Responsibility Committee Link Intime India Pvt. Ltd. Bhavna Doshi, Chairperson Unit: Torrent Power Limited Samir Barua 5th floor, 506-508, Amarnath Business Centre-1, Jinal Mehta Beside Gala Business Centre, Nr. St. Xavier’s College Corner, Off. C. G. Road, Risk Management Committee Ellisbridge, Ahmedabad - 380006 (Gujarat) Samir Barua, Chairperson Phone: +91 79 2646 5179 / 86 / 87 Bhavna Doshi Email: [email protected] Sanjay Dalal Website: www.linkintime.co.in Committee of Directors Samir Mehta, Chairperson Jinal Mehta 2 Annual Report 2019-20 NoticE NOTICE is hereby given that 16th Annual General Meeting of the Members of TORRENT POWER LIMITED (herein after the “Company”) will be held on Thursday, August 06, 2020 at 9:30 am IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following: ORDINARY BUSINESS 1. Adoption of Financial Statements To consider and adopt Audited Financial Statements of the Company for the Financial Year ended March 31, 2020, the Auditor’s Report and the Board’s Report thereon, by passing the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the Financial Year ended March 31, 2020, the Auditor’s Report and the Board’s Report thereon be and are hereby considered and adopted.” 2. Confirmation of interim dividend To confirm payment of interim dividend as final dividend for the Financial Year ended March 31, 2020 by passing the following resolution as an Ordinary Resolution: “RESOLVED THAT payment of interim dividend of `11.60 per equity share (including special dividend of `5 per equity share) for the Financial Year ended March 31, 2020 be and is hereby confirmed as final dividend.” 3. Re-appointment of Samir Mehta as Director To appoint a Director in place of Samir Mehta, who retires by rotation and being eligible, offers himself for re-appointment by passing the following resolution as an Ordinary Resolution: “RESOLVED THAT Samir Mehta (DIN: 00061903), who retires by rotation and being eligible, offers himself for re-appointment, be and is hereby appointed as Director of the Company, liable to retire by rotation.” SPECIAL BUSINESS 4. Appointment of Sunaina Tomar, IAS as Director of the Company To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT Sunaina Tomar, IAS (DIN: 03435543), who was appointed as an Additional Director of the Company, pursuant to the provisions of section 161 of the Companies Act, 2013 and Articles of Association of the Company and who holds office upto the commencement of this Annual General Meeting and in respect of whom the Company has received a notice from a Member proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.” 5. Ratification of Remuneration of Cost Auditors To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of section 148 of the Companies Act, 2013 (“the Act”) read with the Companies (Cost Records and Audit) Rules, 2014, the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, rules or notifications of the Act including any statutory modification(s) or re-enactment thereof, for the time being in force, M/s. Kirit Mehta & Co., Cost Accountants, Mumbai, the Cost Auditors appointed by the Board of Directors of the Company to conduct audit of cost records of the Company for FY 2020-21 be paid remuneration of `14,40,000/- (including `2,00,000 for Cables Business Undertaking which is under process of slump sale to TCL Cables Private Limited) plus applicable taxes and out of pocket expenses incurred by them during the course of cost audit.” 3 6. Commission to Sudhir Mehta, Non-Executive Director and Chairman Emeritus, for FY 20 To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013, rules made thereunder and regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval be and is hereby accorded to remuneration by way of annual commission of `5 Crore to Sudhir Mehta, Non-Executive Director and Chairman Emeritus, for FY 2019-20.” 7. Issuance of Non-Convertible Debentures on a private placement basis To consider and if thought fit, to pass the following resolutions as a Special Resolution: “RESOLVED THAT pursuant to the provisions of sections 42, 71, 179, 180 and other applicable provisions, if any, of the Companies Act, 2013 and all applicable rules made thereunder for the time being in force (“the Act”), the Memorandum of Association and the Articles of Association of the Company, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable SEBI regulations, circulars and guidelines for the time being in force and Foreign Exchange Management Act & RBI directives, circulars and guidelines for the time being in force, approval of the Members be and is hereby accorded for issuance of Non- Convertible Debentures (NCDs) by way of offer or invitation, upto an aggregate `2,000 Crore, on a private placement basis to the following identified investor classes viz. (a) Qualified Institutional Buyers as defined in SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018; (b) Banks other than scheduled commercial banks, companies, bodies corporate, Foreign Portfolio Investors (category III) registered with SEBI, financial institutions (including NBFCs), pension / gratuity / provident / superannuation funds; in one or more tranches, within the overall borrowing limits approved for the Company. RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to do all such acts, deeds and things as may be necessary for or incidental to the above resolution.” By Order of the Board For Torrent Power Limited Ahmedabad Rahul Shah May 18, 2020 Company Secretary Registered Office: “Samanvay”, 600 Tapovan, Ambawadi, Ahmedabad-380015 CIN: L31200GJ2004PLC044068 Phone: +91 79 26628300 Website: www.torrentpower.com Email: [email protected] NOTES 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) vide its circular dated May 05, 2020 read with circulars dated April 08, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) permitted holding of Annual General Meeting (“AGM” or “meeting”) through VC / OAVM,