TATA POWER RENEWABLE ENERGY LIMITED · 2018. 7. 3. · TATA POWER RENEWABLE ENERGY LIMITED The ELEVENTH ANNUAL GENERAL MEETING of TATA POWER RENEWABLE ENERGY LIMITED will be held

TATA POWER RENEWABLE ENERGY LIMITED

Annual Report 2017-18

11th Annual Report 2017-18

CORPORATE INFORMATION (as on 21.06.2018)

CORPORATE IDENTITY NUMBER: U40108MH2007PLC168314

BOARD OF DIRECTORS REGISTERED OFFICE Non Independent, Non-Executive

Mr. Praveer Sinha (Chairman) (w.e.f. 7th May 2018)

Mr. Anil Sardana (up to 30th April 2018)

Mr. Ramesh N. Subramanyam Mr. Ashish Khanna Ms. Anjali J. Kulkarni Mr. Rahul Shah

C/o The Tata Power Company Ltd Corporate Centre, A Block, 34, Sant Tukaram Road, Carnac Bunder, Mumbai 400 009 Tel: 022 67171000 E-mail: [email protected] Website: www.tatapowerrenewables.com

Independent, Non-Executive

Mr. Nawshir H. Mirza Mr. Sanjay Bhandarkar

CHIEF EXECUTIVE OFFICER Mr. Mahesh Paranjpe CHIEF FINANCIAL OFFICER Mr. Jinendra V. Patil COMPANY SECRETARY Ms. Mona H. Purandare STATUTORY AUDITORS S R B C & CO. LLP DEBENTURE TRUSTEES SBI CAP Trustee Company Ltd REGISTRARS 6th Floor Apeejay House TSR Darashaw Ltd. 3, Dinshaw Wachha Road 6-10 Haji Moosa Patrawala Industrial Churchgate Estate 20, Dr E Moses Road, Tel No +91 22 43025555 Mahalaxmi, Mumbai 400 001 Fax No +91 22 22040465 Tel: 022 6656 8484 Fax 022 6656 8494 E-mail:

[email protected] Email : [email protected] Website: www.tsrdarashaw.com

BANKERS State Bank of India HDFC Bank IDFC Bank Kotak Mahindra Bank Yes Bank ICICI Bank IndusInd Bank

Axis Bank

mailto:[email protected]

http://www.tatapowerrenewables.com/


http://www.tsrdarashaw.com/


The ELEVENTH ANNUAL GENERAL MEETING of TATA POWER RENEWABLE ENERGY LIMITED will be held on 27th day of June, 2018 at 2 p.m. in the Conference Room, 2nd Floor, Fort House, Dr D N Road, Fort, Mumbai, Maharashtra - 400001, to transact the following business:-

1. To receive, consider and adopt the Audited Statement of Profit and Loss for the

year ended 31st March 2018 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon.

2. To declare dividend on Equity Shares for the financial year ended 31st March 2018

3. To appoint a Director in place of Mr Rahul Shah (DIN: 03392443), who retires

by rotation and is eligible for re-appointment. Special Business:

4. Appointment of Mr. Praveer Sinha as a Director

To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED that Mr. Praveer Sinha (DIN: 01785164), who was appointed as an Additional Director of the Company with effect from 7th May 2018 by the Board of Directors and who holds office up to the date of this Annual General Meeting of the Company under Section 161(1) of the Companies Act, 2013 (the Act) but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 (1) of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed a Director of the Company.

5. Appointment of Mr. Ashish Khanna as a Director

To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED that Mr. Ashish Khanna (DIN: 06699527), who was appointed as an Additional Director of the Company with effect from 21st June 2018 by the Board of Directors and who holds office up to the date of this Annual General Meeting of the Company under Section 161(1) of the Companies Act, 2013 (the Act) but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 (1) of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed a Director of the Company.

6. Ratification of Cost Auditor's Remuneration

To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:-


“RESOLVED that pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) and the Rules made thereunder, as amended from time to time, the Company hereby ratifies the remuneration of Rs 3,00,000/- plus service tax and actual out-of-pocket expenses payable to M/s. Sanjay Gupta and Associates, Cost Accountants, who are appointed as Cost Auditors to conduct the audit of cost records maintained by the Company for the Financial Year 2018-19.”

NOTES:

1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act), in regard to the business as set out in Item Nos. 4, 5, and 6 above is annexed hereto.

2. The Meeting is being convened at a shorter notice, subject to the consent, in writing, of more than 95% of the Members of the Company, pursuant to the provisions of Section 101 of the Act.

3. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. Proxies, in order to be effective, must be received at the Company’s Registered Office not less than 48 hours before the meeting. Proxies submitted on behalf of companies, societies, partnership firms, etc. must be supported by appropriate resolution/authority, as applicable, issued on behalf of the nominating organisation.

4. Attached is a proxy form with instructions for filling, stamping, signing and depositing the proxy form.

5. Corporate Members intending to send their authorised representatives to attend the Annual General Meeting (AGM) are requested to send a certified copy of the Board Resolution authorising their representative to attend and vote in their behalf at the Meeting.

6. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote.

7. The record date for payment of dividend is 24th April 2018. If the dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend will be made on or after 28th June 2018.

8. Members are requested to notify immediately any change in their addresses and/or the Bank Mandate details to the Company’s Registrars and Share Transfer Agents, TSR Darashaw Limited (TSRD) for shares held in physical form and to their respective Depository Participants (DP) for shares held in electronic form.

9. Members holding shares in electronic form may please note that their bank details as furnished by the respective Depositories to the Company will be


considered for remittance of dividend as per the applicable regulations of the Depositories and the Company will not entertain any direct request from such members for change/deletion in such bank details. Further, instructions, if any, already given by them in respect of shares held in physical form, will not be automatically applicable to the dividend paid on shares held in electronic form. Members may, therefore, give instructions regarding bank accounts in which they wish to receive dividend to their DPs.

10. Members are hereby informed that under the Act, the Company is obliged to transfer any money lying in the Unpaid Dividend Account, which remains unpaid or unclaimed for a period of seven years from the date of such transfer to the Unpaid Dividend Account, to the credit of the Investor Education and Protection Fund (the Fund) established by the Central Government.

Further, pursuant to the provisions of the Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (IEPF Rules), all the shares on which dividends remain unpaid/ unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority as notified by the Ministry of Corporate Affairs (MCA). Hence, the Company urges all the members to encash / claim their respective dividends during the prescribed period.

By Order of the Board of Directors,

Mona Purandare Company Secretary

ACS-11327 Mumbai, 21st June, 2018 Registered Office: C/o The Tata Power Company Limited Corporate Center, ‘A’ Block, 34, Sant Tukaram Road Carnac Bunder, Mumbai 400 009. CIN: U40108MH2007PLC168314 Tel: 022 67171000 E-mail: [email protected] Website: www.tatapowerrenewables.com




EXPLANATORY STATEMENT

As required by Section 102 of the Companies Act, 2013 (the Act), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item Nos. 4, 5 and 6 of the accompanying Notice dated 21st June 2018. Item No 4: Mr. Praveer Sinha was appointed an Additional Director of the Company with effect from 07th May 2018 by the Board of Directors under Section 161(1) of the Companies Act, 2013 (the Act). In terms of Section 161(1) of the Act, Mr. Praveer Sinha holds office only upto the date of the forthcoming Annual General Meeting but is eligible for appointment as a Director. A notice under Section 160(1) of the Act has been received from a Member signifying its intention to propose appointment of Mr. Praveer Sinha as a Director.

Mr. Sinha is Graduate in Electrical Engineering from Punjab Engineering College and also holds a Master’s Degree in Business Law from National Law School, Bengaluru. He is also a member of the Faculty Board at Faculty of Management Studies (FMS), and a member of Board of Governors at the Indraprastha Institute of Information Technology, Delhi. He is a Research Scholar at the Indian Institute of Technology, Delhi and is also a visiting Scholar at Massachusetts Institute of Technology, Boston, USA. Mr Sinha is the CEO and Managing Director of the Tata Power Company Ltd (TPCL). Prior to assuming the current role, he was CEO & Managing Director of Tata Power Delhi Distribution Limited (Tata Power-DDL). He brings with him a wealth of knowledge and experience in successfully implementing power projects in India & abroad as also power distribution services which have created opportunities and empowered the local communities.

The Board commends the resolution at item no 4 of the accompanying notice for approval by the members of the Company.

Other than Mr. Praveer Sinha, none of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested in the Resolution at Item No. 4 of the accompanying Notice.

Mr. Praveer Sinha is not related to any other Director or KMP of the Company.

Item No 5: Mr. Ashish Khanna was appointed an Additional Director of the Company with effect from 21st June 2018 by the Board of Directors under Section 161(1) of the Companies Act, 2013 (the Act). In terms of Section 161(1) of the Act, Mr. Ashish Khanna holds office only upto the date of the forthcoming Annual General Meeting but is eligible for appointment as a Director. A notice under Section 160(1) of the Act has been received from a Member signifying its intention to propose appointment of Mr. Ashish Khanna as a Director.

Mr Khanna is an Engineering graduate and holds a Master’s Degree in Management & Systems from IIT Delhi.


He is the President – Renewables, Tata Power and also holds position as MD & CEO of Tata Power Solar – India’s largest integrated solar company. He joined Tata Power in 2007.

Mr Khanna has over 30 years of cumulative experience with focus on project management and contracts in both India and abroad. Under his leadership Tata Power Solar emerged as no.1 rooftop player in the industry. He has been instrumental in streamlining the business for increased efficiency and profitability by focusing on building state-of-the-art technology, engineering and strengthening customer and employee satisfaction. His relentless pursuit of excellence has helped Tata Power Solar build strong competencies leveraging technology and innovation. Tata Power Solar has more than doubled its revenue under the visionary leadership of Mr. Khanna and during this period the company has commissioned several challenging and industry landmark projects.

The Board commends the resolution at item no 5 of the accompanying notice for approval by the members of the Company.

Other than Mr. Ashish Khanna, none of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested in the Resolution at Item No. 5 of the accompanying Notice.

Mr. Khanna is not related to any other Director or KMP of the Company.

Item No. 6: Pursuant to Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a cost accountant in practice. On the recommendation of the Audit Committee of Directors, the Board of Directors has approved the appointment of M/s Sanjay Gupta & Associates, Cost Accountants (SGA) as the Cost Auditors of the Company to conduct audit of cost records maintained by the Company for the Financial Year 2018-19, at a remuneration of 3,00,000/- plus service tax and actual out-of-pocket expenses.

SGA, have furnished a certificate regarding their eligibility for appointment as Cost Auditors of the Company. They have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the previous year under the provisions of the Companies Act, 2013 and the rules thereunder.

The Board commends the Resolution at Item No. 6 of the accompanying Notice for ratification by the Members of the Company.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested in the Resolution at Item No. 6 of the accompanying Notice.

By Order of the Board of Directors,

Mona Purandare

Company Secretary ACS-11327

Mumbai, 21st June, 2018


Registered Office: C/o The Tata Power Company Limited Corporate Center, ‘A’ Block, 34, Sant Tukaram Road Carnac Bunder, Mumbai 400 009 CIN: U40108MH2007PLC168314 Tel: 022 67171000 E-mail: [email protected] Website: www.tatapowerrenewables.com




Details of the directors seeking re-appointment/appointment at the forthcoming Annual General Meeting (in pursuance Secretarial Standard-2 on General Meetings)

Name of the Director

Mr. Rahul Shah Mr. Praveer Sinha Mr. Ashish Khanna

Date of Birth

09.09.1967

08.04.1962

18.11.1966

Date of Appointment

04.08.2011

07.05.2018

21.06.2018

Relationship with other Directors, Manager and KMP of the Company

Mr. Rahul Shah is not related to any other Director or KMP of the Company

Mr. Praveer Sinha is not related to any other Director or KMP of the Company

Mr. Ashish Khanna is not related to any other Director or KMP of the Company

Expertise in Specific functional area

A graduate in Commerce with a Master's in Business Administration, Mr Rahul Shah has extensive experience in the field of Business Development, Marketing and General Management. He joined the Tata Administrative Service in 1990, and has since held senior leadership positions in Tata Group Companies. Previously, he was the Chief - Domestic Business Development & Renewables of Tata Power. Prior to joining Tata Power in 2007, he was Vice-President (Business Development) of Tata Communications Limited. He was

Mr. Sinha is Graduate in Electrical Engineering from Punjab Engineering College and also holds a Master’s Degree in Business Law from National Law School, Bengaluru. He is also a member of the Faculty Board at Faculty of Management Studies (FMS), and a member of Board of Governors at the Indraprastha Institute of Information Technology, Delhi. He is a Research Scholar at the Indian Institute of Technology, Delhi and is also a visiting Scholar at Massachusetts Institute of Technology, Boston, USA.

Mr. Ashish Khanna is the President – Renewables, Tata Power and also holds position as MD & CEO of Tata Power Solar – India’s largest integrated solar company. He joined Tata Power in 2007. Mr. Khanna has over 30 years of cumulative experience with focus on project management and contracts in both India and abroad. Under his leadership Tata Power Solar emerged as no.1 rooftop player in the industry. He has been instrumental in streamlining the business for increased efficiency


appointed as Manager of the Company for a period of 3 years from 3rd August 2011 to 2nd August 2014. He has been appointed as CEO & Director of the Company w.e.f. 27th February 2015.

Prior to assuming current role, he was CEO & Managing Director of Tata Power Delhi Distribution Limited (Tata Power-DDL). He brings with him a wealth of knowledge and experience in successfully implementing power projects in India & abroad as also power distribution services which have created opportunities and empowered the local communities.

and profitability by focusing on building state-of-the-art technology, engineering and strengthening customer and employee satisfaction. His relentless pursuit of excellence has helped Tata Power Solar build strong competencies leveraging technology and innovation. Tata Power Solar has more than doubled its revenue under the visionary leadership of Mr. Khanna and during this period the company has commissioned several challenging and industry landmark projects.

Qualification

A graduate in Commerce with a Master's in Business Administration

Graduate in Electrical Engineering

Engineering graduate & Master’s in Management & Systems from IIT Delhi.

Directorships held in other Companies (excluding foreign companies)

1. Indo Rama Renewables Jath Ltd

2. Tata Power Renewable Energy Ltd.

3. Supa Windfarm Ltd 4. Nivade Windfarm Ltd 5. Poolawadi Windfarm Ltd 6. Chirasthaayee Saurya Ltd

7. Vagarai Windfarm Ltd

8. Mandakini Coal Company Ltd.

1. Tata Power Company Limited

2. Tata Power Delhi Distribution Limited

3. Tata Power Solar System Limited

4. Tata Power Trading Company Limited

5. Resurgent Power Ventures Pte. Ltd.

1. Tata Power solar systems limited

2. Chirasthaayee Saurya Limited

3. Dreisatz Mysolar24 Private Limited

4. Mi Mysolar24 Private Limited

5. Welspun Solar Tech Private Limited

6. Welspun Solar Punjab Private Limited


9.Tubed Coal Mines Ltd.

7. Adjaristsqali Georgia LLC

8. Koromkheti Georgia LLC

Chairman/Member of the Committee of the Board of directors of other Companies

CSR Committee Member The Tata Power Company Limited

CSR Committee Member The Tata Power Company Limited Committee for Financial Facilities and Bank Accounts Member The Tata Power Company Limited Executive Committee of the Board Member The Tata Power Company Limited

NIL

Number of Shares held in the Company

(1) One Share Jointly with Tata Power Company Limited

NIL NIL

Number of Board Meetings attended during the year

9 NIL NIL

Remuneration

NIL NIL NIL


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DIRECTORS’ REPORT

To The Members,

The Directors are pleased to present the 11th Annual Report on the business and

operations of your Company and the Statements of Account for the year ended 31st

March, 2018. 1 FINANCIAL RESULTS

Figures in ₹ crore

STANDALONE CONSOLIDATED

FY18 FY17 FY18 FY17

a) Net Sales / Income from Other Operations

494.36 318.08 1,716.93 985.38

b) Operating Expenditure 53.43 31.33 157.80 109.02

c) Operating Profit 440.93 286.75 1,559.13 876.36

d) Add: Other Income 173.45 82.37 43.41 (5.65)

e) Less: Finance Cost 200.50 131.84 680.87 416.35

f) Less: Depreciation / Amortisation / Impairment

208.90 138.80 556.99 319.73

g) Profit before Tax 204.99 98.48 364.68 134.62

h) Tax Expenses 3.60 29.82 86.19 (15.41)

i) Net Profit/(Loss) after Tax 201.39 68.66 278.49 150.03

j) Add: Share of Profit of Associates

NIL NIL NIL NIL

k) Net Profit for the year 201.39 68.66 278.49 150.03

l) Other Comprehensive Income (net of tax)

0.31 NIL 0.47 0.39

m) Total Comprehensive Income

201.70 68.66 278.96 150.42

n) Total Comprehensive Income Attributable to:

- Owners of the Company

NIL NIL 277.28 140.23

- Non-controlling interests

NIL NIL 1.68 10.19


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2 DIVIDEND

The Directors of your Company recommended a dividend of 0.1615 per share, subject to the approval of the Members.

3 FINANCIAL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS -

Financial Performance

The Company's Standalone Operating Revenue was higher at 494.36 crore, as against 318.08 crore in FY17, an increase of 55%. Your Company also reported higher Standalone Profit after Tax (PAT) of ₹ 201.39 crore, as against ₹ 68.66 crore for the previous year. The improvement in the Company’s performance is attributed to higher stabilized operating capacity, generation loss compensation, interest income from loans to subsidiary companies and on account of MAT credit. Further increase in other income is due to ₹ 125.33 crore dividend your Company has received from its wholly owned subsidiary company - Walwhan Renewable Energy Ltd (WREL) during the period.

Consolidated Operating revenue of the Company for the current reporting year is ₹ 1,716.93 crore and Consolidated Profit after Tax (PAT) is ₹ 278.49 crore. The increase is mainly on account of stabilized operations of the newly commissioned solar PV capacity under WREL and newly added capacity in standalone books.

Earnings per share

Basic Earnings per share of the Company was ₹ 2.36 per share compared to ₹ 1.30 per share in Previous Year.

No Material changes and commitments have occurred after the close of the year till the date of this Report, which affects the financial position of the Company.

Business Environment

The Government of India (GOI) with an intent to tap into the abundant indigenous renewable resources has set an ambitious target to achieve 175 GW energy from renewable resources by year 2022. Nearly 100 GW through solar power, 60 GW from wind power, 10 GW from biomass power and 5 GW from small hydro power. To achieve these targets, an average 21.7 GW per year needs to be added over the next six years. We expect total renewable energy additions of approximately 60 GW over fiscal 2017 to fiscal 2022. Centralized procurement of wind and solar power with larger unit sizes and phase-wise awarding of projects under different schemes such as bundling with coal-based power and state-based viability gap funding may help to achieve the targeted capacity. Also, central procurement through NTPC Vidyut Vyapar


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Nigam and Solar Energy Corporation of India (“SECI”) significantly reduces the risk of power off take and payment delays.

The above initiative by GOI provides developers long-term clarity. However, the enforcement of renewable purchase obligation targets would be critical. Further, mitigation of payment and curtailment of risk, land acquisition and availability of transmission capacities (intra-state and interstate) would also play an important part. Renewable energy capacity additions are growing quickly owing to government push, favorable policies and drop in capital costs. Solar parks have eased the hurdles for developers to install solar power assets and, hence, offer an attractive proposition to develop solar power. The solar mission initially planned to develop 20 GW of solar capacity through solar parks, but this was later revised to an aim of 40 GW. The government has taken steps to develop a grid-connected network for the transmission of renewable energy produced from various renewable energy projects, thereby recognizing the need for transmission infrastructure to cope with increasing renewable energy capacity. Once complete, the green energy corridors are expected to facilitate evacuation from renewable projects giving a boost to interstate sale of renewable energy. The fall in renewable tariffs has significantly increased its competitiveness as the bid tariff was lower or on a par with the average power purchase cost of most states in India. In fact, the average cost of generation per unit of electricity from a newly installed thermal power plant is estimated at ₹ 3.9 per unit. This augurs well for renewable energy as it will improve affordability and off-take, leading to an increase in share in the overall fuel mix. Lowering of electricity tariff from renewable sources on account of strong government support in terms of incentives and execution support (green energy corridors and solar parks), development in technology, falling capital costs, and enhanced renewable purchaser obligation (“RPO”) targets have helped renewable energy to compete aggressively with conventional sources and achieve grid parity as well as coal parity much earlier than expected. Availability of capital, particularly from private equity firms, as well as equipment linked financing, have also supported growth. Increased focus on reducing carbon footprints through initiatives such as signing of memorandum of understanding (“MoU”) for technology transfer, single-window clearances and favorable financing terms for renewable energy. Buoyed by government assistance, favorable policy and regulatory framework, many independent power producers (“IPPs”) have entered the solar space. The presence of a higher number of players would not only increase the installed renewable capacity, but also ensure strong market competition. Competition would also encourage innovation in battery energy storage systems for both grid scale PV sites and roof top solar. Hybrid wind and solar and Solar PV + Hydro Storage are another alternatives being studied by the regulators for better grid operations post large scale addition of the RE assets.

Operations

As on 31st March 2018, the Operating Capacity of the Company was 1,685.2 MW, consisting of 1,134 MW of Solar plants and 551.2 MW of Wind plants.


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State wise capacities of the Operating Plants are as under:

States Solar (MW) Wind (MW) Total (MW)

Andhra Pradesh 105 100 205

Bihar 40 - 40

Gujarat 100 139.2 239.2

Karnataka 267 - 267

Madhya Pradesh 130 44 174

Maharashtra 125 62 187

Punjab 36 - 36

Rajasthan 66 185 251

Tamil Nadu 249 21 270

Telangana 15 - 15

U.P 1 - 1

Total 1,134 551.2 1,685.2

The Company has 62.2 MW of standalone assets. In addition, it has twenty two operating subsidiaries:

Walwhan Renewable Energy Limited (formerly Welspun Renewables Energy Private Limited) and its 19 subsidiaries with a portfolio of 1010 MW solar and wind assets

Indo Rama Renewables Jath Limited with operating a 30 MW wind farm in Maharashtra

Vagarai Windfarm Limited with an operating 21 MW wind farm in Tamilandu.

In addition to the above, 379.4 MW of Renewable capacity is proposed to be transferred from The Tata Power Company Limited to the Company under Scheme of Arrangement , which is under approval process with regulatory authorities.


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The Break-up of the tied up capacity under Power Purchase Agreement (PPA) as given below:

Entity PPA Capacity Solar (PPA Capacity)

Wind ( PPA Capacity)

TPREL and its subsidiaries excluding WREL

675.2 MW 270 MW 405.2 MW

WREL and its subsidiaries

1010 MW 864 MW 146 MW

Tata Power Capacity planned to be carved out

379.4 MW 3 MW 376.4 MW

Total 2064.6 1137 MW 927.6 MW

The generation sales and PAT are given below

Standalone FY 18 FY 17

Generation in MU 853.18 496.41

Net sales in Mu 820.25 474.15

PAT - ₹ Crore 76.07 68.66

WREL and its subsidiaries FY18 FY17

Generation in MU 1673.92 879

Net sales in Mu 1667.9 634

PAT - ₹ Crore 232.46 106

IRRJL FY 18 FY 17

Generation in MU 54.11 59.57-

Net sales in Mu 51.68 57.26

PAT - ₹ Crore 0.84 (2.45)


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Vagarai Windfarm Ltd* FY 18 FY 17

Generation in MU 7.82 NIL

Net sales in Mu 7.30 NIL

PAT - ₹ Crore (5.79) NIL

*Vagarai Windfram Ltd has constructed & commissioned 21 MW wind asset during the current year.

Your Company commissioned the following projects in the Financial Year 2017-18:

25 MW Solar power plant at Charanka Solar Park , Gujarat

30 MW Solar power plant at Palsawade, Maharashtra.

150 MW Solar plant in Pavagada Solar Park, Karnataka.

21 MW Wind Plant at Vagarai, Tamil Nadu.

The operations of these plants are being stabilized.

Projects under execution

The following project of the Company is under execution:

100 MW Solar Project at Ananthapuramu Solar Park, Andhra Pradesh.

Future Growth Areas

The Company intends to build a robust renewable energy portfolio and is evaluating organic and inorganic opportunities for growth in solar, wind and other forms of renewable energy.

Your Company is evaluating both greenfield and turnkey wind and solar power projects in various states.

The Company has ventured into the business in Roof Top Solar in association with Tata Power Solar Services Ltd.

4 RESERVES (OTHER EQUITY)

The net movement in the reserves of the Company for FY17 and the previous year are as follows:


Particulars FY18 FY17

Equity Component of compound financial

instrument (part of other equity) 5.00 5.00


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Capital Reserve (Pursuant to Scheme of

Amalgamation of Subsidiary Company -

NewGen Saurashtra Windfarms Ltd in

FY16)

8.08 8.08

Debenture Redemption Reserve 106.75 47.59

Retained Earnings 40.36 53.45

Other Comprehensive Income 0.31 NIL

Total Reserves (Other Equity) 160.50 114.12

5 SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

As on 31st March 2018, the Company had 25 subsidiaries out of which 23 are wholly owned subsidiaries. The company has sold its entire holding in Tata Power Green Energy Limited (TPGEL) during the year. Accordingly TPGEL has ceased to be a subsidiary of the Company. Report on the performance and financial position of these subsidiary Companies has been provided in Annexure-I.

The Company does not have any joint ventures and associate companies.

5.1 Scheme of Arrangement

The Tata Power Company Limited (TPCL) currently owns renewable energy projects in the states of Maharashtra, Gujarat, Karnataka, Tamil Nadu and West Bengal. At its Board meeting held on 9th November, 2015 and as amended on 19th May 2017 TPCL had approved the transfer of twelve (12) renewable projects (“Assets”, listed in below), as per the submitted Scheme of Arrangement.

At its meetings held on 17th December, 2015, and as amended on 15th May 2017 the Board approved, subject to statutory and regulatory approvals, the acquisition on slump sale basis of the existing renewable energy projects of TPCL viz

Brahmanvel (11.3 MW) Khandke (50.4 MW) Samana (50.4 MW) Gadag (50.4 MW) Visapur (10 MW)


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Sadawaghapur (17.5 MW) Agaswadi (49.5 MW) Mulshi (3 MW) Poolavadi (99 MW)

(Together “Renewable Energy Undertaking No.1” or “RE1”) by the Company

& Supa (17 MW) (Renewable Energy Undertaking No.2 or “RE2”) Nivade (21 MW) (Renewable Energy Undertaking No.3 or “RE3”) by two companies (Subsidiaries) to be set up / acquired as wholly owned subsidiaries of the Company with a view to sell power under the captive route to industrial and commercial consumers. Total installed capacity of these assets is 379.5 MW.

The proposed transfer of the renewable energy business of TPCL to the Company will increase the size of the portfolio in the Company and will improve its visibility as a renewable energy company of stature and will position the Company as the primary clean and renewable energy vehicle of the Tata Power group. It will align management focus and create core competence in renewables to fuel growth and result in synergies in business development, operations and maintenance of clean and renewable energy assets.

The proposed transfer of the renewable energy businesses to wholly owned subsidiaries of the Company i.e., the subsidiaries would enable them to pursue captive generation opportunity if available, subject to receipt of necessary approvals and compliance with the provisions of the Electricity Act Rules, 2005 (and the rules made there under) and other applicable laws and regulations

The proposed restructuring/carve out is sought to be implemented by way of a Scheme of Arrangement (“Scheme”) under Sections 230 and Section 232 and other applicable provisions of the Companies Act, 2013.

The consideration for the transfer and vesting sale of the renewable energy undertakings will be equal to a lump sum amount representing the net asset value i.e., book value of the assets and liabilities being transferred pertaining to each of the renewable energy units as on “Appointed Date” will be paid by the Company and the respective transferee companies to TPCL.

Appointed date is the effective date on which the certified copy of the order sanctioning the Scheme of Amalgamation is filed with the Registrar of Companies

The scheme is currently under approval process and will be effective on approval from Honourable National Company Law Tribunal, Mumbai bench.


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6 DIRECTORS AND KEY MANAGERIAL PERSONNEL In terms of Section 149 of the Act, Mr. Nawshir Mirza and Dr. Homiar S. Vachha were the Independent Directors of the Company. Dr H S Vachha retired as director effective close of business hours on 23rd April 2017. The Board has placed on record its appreciation of the valuable contribution made to the Company by Dr H S Vachha. During his tenure as a director of the Company. The term of office of Mr Nawshir Mirza as an independent director of the company ended on 9th March 2018. Pursuant to Section 149(10) of the Act, an ID shall hold office for a term of up to five consecutive years on the Board of a Company but shall be eligible for re-appointment on the basis of their performance evaluation, if approved by a special resolution passed at the shareholders’ meeting and disclosure of such appointment in the Board’s report. After evaluating the performance of Mr Mirza, the Board , vide resolution passed at its meeting held on 8th March 2018 approved the appointment of Mr. Nawshir Mirza as an Independent non-executive capacity, with effect from the 10th March 2018 up to 9th March 2020 which was approved by the members at the Extraordinary General Meeting held on 9th March 2018. Mr Sanjay Bhandarkar was appointed additional director in an independent non-executive capacity with effect from 5th May 2018 up to 4th June 2020 The Company has received declarations from the independent directors confirming that they meet the criteria of independence as prescribed under the Act. Mr Ashish Khanna was appointed additional director of the Company with effect from 21st June 2018. In accordance with the requirements of the Act and the Articles of Association of the Company, Mr Rahul Shah retires by rotation and is eligible for re-appointment. Board Meetings

Sl. No.

Name of the Director and Business Relationship

Category of Directorship

Number of Board Meetings attended

Attendance at AGM held on 4th September 2017

1 Mr. Anil Sardana Non- 9 Yes


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2 Mr. Ramesh Subramanyam Independent Non-Executive

8 Yes

3 Ms. Anjali Kulkarni 7 No

5 Mr. Nawshir Mirza Independent Non-Executive

8 Yes

6 Mr. Sanjay Bhandarkar 9 Yes

7 Mr. Rahul Shah CEO & KMP* Executive 9 Yes

* Mr. Rahul Shah was CEO and Key Managerial Personnel up to 26th February 2018

Nine Board Meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the said meetings were held were as follows: 8th May 2017, 15th May 2017, 9th June 2017, 24th July 2017, 4th September 2017, 28th October 2017, 29th January 2018, 16th February 2018, 8th March 2018 Key Managerial Personnel

In terms of Section 203 of the Act, the following were designated as Key Managerial Personnel of your Company by the Board:

Mr. Rahul Shah, CEO & Director (w.e.f. 27th February 2015 upto 26th February 2018)

Mr. Mahesh Paranjpe (w.e.f. 21st June 2018)

Mr. J.V Patil, Chief Financial Officer (w.e.f. 1st October 2015)

Ms. Mona Purandare (w.e.f. 17th December 2015) Governance Guidelines:

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director’s term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director remuneration, subsidiary oversight, Code of Conduct, Board Effectiveness Review and mandates of Board Committees.

7 REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL

PERSONNEL In terms of the provisions of Section 178(3) of the Act, the NRC is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending


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to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted the Policy on Board Diversity and Director Attributes which is reproduced in Annexure-II and Remuneration Policy for Non-Executive Directors, Key Managerial Personnel and other employees of the Company which is reproduced in Annexure-III.

8 COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. Each Committee of the Board functions according to its role and defined scope.

Audit Committee of Directors (AC)

Nomination and Remuneration Committee (NRC)

Corporate Social Responsibility Committee (CSR)

Finance Committee (FC)

Stakeholders Relationship Committee (SRC)

Audit Committee of Directors

Composition of the Audit Committee of Directors (Audit Committee) and details of the meetings attended by the directors during the year is as under

Sl. No.

Name of the Director Category No of Meetings attended

1. Mr. Nawshir Mirza, Chairman

Non-Executive Independent Director

6

2. Mr. Sanjay Bhandarkar 6

3. Mr. Ramesh Subramanyam

Non-Executive Director

4

The Audit Committee met Six times during the year under review on the

following dates:

8th May 2017, 15th May 2017, 24th July 2017, 4th September 2017, 28th

October 2017, and 29th January 2018.

The Board of Directors of your Company has adopted the Charter of the Audit Committee to bring the terms of reference, role and scope in conformity with the provisions of the Act. The Charter specifies the composition, meetings, quorum, powers, roles and responsibilities etc. of the Committee. The Audit Committee invites such of the executives, as it considers appropriate to be present at its meetings. The CEO & ED and the Chief Financial Officer attend the meetings. The Statutory Auditors and Internal


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Auditors are also invited to the meetings. Ms. Mona Purandare, Company Secretary, acts as the Secretary of the Committee. Nomination and Remuneration Committee

Composition of the Nomination and Remuneration Committee (NRC) and

details of the meetings attended by the directors during the year are as under:

Sl. No. Name of the Director Category No of Meetings attended

1. Mr. Nawshir H. Mirza, Chairman


1

2. Mr. Sanjay Bhandarkar 1

3. Mr. Anil Sardana Non-Executive Director

1

The NRC met once during the year under review on 8th March 2018.

The Company has adopted the Charter for the Nomination and Remuneration Committee which specifies the principles and objectives, composition, meetings, authority and power, responsibilities, Reporting, Evaluation etc of the Committee.

The Board has delegated the following powers to the NRC:

Investigate any matter within the scope of this Charter or as referred to it by the Board.

Seek any information or explanation from any employee or director of the Company.

Ask for any records or documents of the Company.

The roles and responsibilities of the NRC include the following:

Board Composition and Succession related

Evaluation related

Remuneration related

Board Development related

Review of HR Strategy, Philosophy and Practices

Other functions

Corporate Social Responsibility Committee

Composition of the Corporate Social Responsibility Committee (CSR) and details of the meetings attended by the directors during the year are as under:


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Sl. No.

Name of the Director Category No of Meeting

s attended

1. Ms. Anjali Kulkarni, Chairperson

Non- Executive Director

2

2. Mr. Sanjay Bhandarkar Non-Executive Independent Director

2

3. Mr. Rahul Shah CEO & Director 2

The CSR Committee met twice during the year under review on the following

dates: 5 July 2017 and 15th December 2017.

The Company has adopted a CSR Policy which indicates the activities to be undertaken by the Company which are mapped to the activities specified in the Schedule VII of the Companies Act 2013. Finance Committee

Composition of the Finance Committee (FC) is as under:


1. Mr. Nawshir Mirza, Chairman (up to 24th July 2017)


1

2. Mr. Sanjay Bhandarkar, Chairman (wef 24th July 2017)


-


Non-Executive Director 1

The Finance Committee met once during the year under review on 21st April 2017 Stakeholders Relationship Committee

Composition of the Stakeholders Relationship Committee is as under:



Non-Executive Director 4

2 Mr. Rahul Shah Executive Director 4


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The Stakeholders Relationship Committee met four times during the year under review of the following dates: 20th April 2017, 19th July 2017, 20th October 2017, 11th January 2018

9 EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS

COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act 2013, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.

Board Evaluation process

Feedback was sought from each Director about their views on the performance of the Board and other Directors. Self-assessment questionnaires were filled in by the Chairman of the Board (Board Chairman), Independent Directors, non-Independent Non-Executive Directors and the Executive Director.

The Nomination and Remuneration Committee then discussed the feedback received from all the Directors.

The collective feedback of the Independent Directors on the performance of the Board (as a whole) was presented to the Board by the NRC chair. The NRC chair also discussed the feedback on individual directors with the Chairman of the Board. The chair of the Board/NRC provided feedback to individual directors based on this feedback. Each committee of the board conducted a self-evaluation of its performance and the summary of the outcome was presented to the board.

10 REGULATORY AND LEGAL 10.1 Regulatory Environment

Amendment in Solar Bidding Norms -

The Central Government has amended solar bidding norms, allowing developers to pass on the burden of any increase in duties on solar equipment to Discoms, ending the industry’s apprehensions about likely impact of possible anti-dumping and safeguard duties on imported equipment. MNRE has issued a notification stating that the term ‘change in the rates of any taxes’ mentioned in the Guidelines for tariff based competitive bidding process for procurement of power from grid connected solar PV power projects notified on August 3, 2017 includes change in rates of taxes, duties and cess”.

https://energy.economictimes.indiatimes.com/tag/solar+bidding

https://energy.economictimes.indiatimes.com/tag/solar

https://energy.economictimes.indiatimes.com/tag/discoms


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Forecasting, Scheduling, Deviation Settlement Mechanism

The States of Karnataka, Andhra Pradesh, Rajasthan and Madhya Pradesh have operationalized the Forecasting, Scheduling and Deviation Settlement Mechanism (FS & DSM) for the wind assets with effect from May 2017, Jan 2018, Feb 2018 and Apr 2018 respectively.

Gujarat, Tamil Nadu and Maharashtra have issued Draft FS & DSM Regulations

Incentives and subsidies

The waiver of Inter-State Transmission Charges and Losses on transmission of electricity generated from solar and wind sources has been extended to projects commissioned up to 31.03.2022

Projects developed under India’s local content rules that have requirement for replacing defective cells or modules do not need to source replacements made only in India

The Company is geared up to deal with the above regulatory changes. These changes will have no adverse impact on the Company's operating capacity as well as the projects under construction.

10.2 Regulatory orders of relevance

Amendment in REC Regulations - Offsetting Renewable Purchase Obligations (RPO) of Parent companies The Tata Power Company approached CERC seeking amendment to certain provisions of the Renewable Energy Certification Regulations (REC Regulations) in order to address problems arising out of retention of RECs for offsetting RPOs of parent companies of renewable energy generator (subsidiary company) against such RECs. The Commission directed its staff to consider the proposal of Tata Power as input for amendment of the Regulations whenever such an exercise to amend the REC Regulations is undertaken.

Ministry of Power (MOP) issued long term RPO guidelines to raise the existing RPO level from 7% to 17% (10.25% Non-Solar & 6.75% Solar) by 2018-19.

CERC has not approved the proposal for introduction of Solar Day ahead Contracts and Non-Solar Day Ahead Contracts to be traded at the Power Exchanges

Uttar Pradesh has amended Open Access rules to promote solar power in the State


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a. 50 % exemption on wheeling charges/ Intra-state transmission charges on Intra-State sale of solar power to third party or in case of captive use

b. 100% exemption from cross subsidy surcharge and wheeling charges/ Intra-State transmission charges on Inter-State sale of solar power.

10.3 Legal matters of relevance

MERC ruled against the Company’s petition for applicability of generic solar FIT beyond the control period for the 28.8 MW Palaswadi solar project in Maharashtra commissioned in May 2015. The Company has appealed against the MERC order in the Appellate Tribunal and order is awaited.

The Company had filed an appeal in the Supreme Court of India challenging the Andhra Pradesh High Court Order for an interim injunction restraining the bank from encashing the bank guarantee issued by Photon Energy System Private Ltd. The Supreme Court has allowed the appeal. However, State Bank of India (erstwhile State Bank of Patiala) refused to honor the Court Order. The Company has filled writ petition in Hyderabad High Court and the order is awaited.

Applicability of REC Floor and Forbearance Prices

After the Central Electricity Regulatory Commission’s (CERC) issued order reducing floor and forbearance prices of all Solar and Non-Solar RECs to be traded from 01.04.2017 (whether issued before or after 01.04.2017), the wind energy generators filed Petition in Supreme Court. Initially Supreme Court put a stay on the trading and price regime introduced by the CERC and referred the matter to APTEL. After APTEL upheld CERC order, the Generators have again gone to Supreme Court. Pending final outcome, Supreme Court has allowed trading of RECs such that for Non-Solar RECs issued prior to 01.04.2017, the Buyer will pay at previous floor price of ₹ 1500/REC, Generator will receive at present floor price of ₹ 1000/REC and balance ₹ 500/REC will get deposited with CERC. For Non-Solar RECs issued after 01.04.2017 and all Solar RECs the floor price will be ₹ 1000/REC as per CERC order.

TPREL filed petition before APERC for directing AP Discom to open Irrevocable Letter of Credit (LC); refund the payments deducted towards rebate from monthly power bills to which it was not entitled as per PPA terms (for supply of power from Nimbagallu wind project) and for payment of interest on delayed payment. The commission during hearings has directed AP DISCOM to repay the amount deducted towards rebate, undertake reconciliation of payments made, pay 25% of applicable interest for the number of days delay and report to the Commission. AP Discom


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has accordingly paid a sum of ₹ 32.24 Lakhs to TPREL. APERC final order is awaited.

Generation Based Incentive @ Rs.0.5/kWh is provided by IREDA to Generators as per GBI guidelines issued by MNRE. APSPDCL filed a petition in APERC for pass through of GBI by Generators to APSPDCL and to amend tariff orders in respect of wind power projects to be incompliance with Regulation 20 of Regulation No.1 of 2015.

TPREL has filed petition against AP Discom for deduction of the GBI amount from the payments due to TPREL towards energy supplied under the PPA dated 31st Oct 2016 and to refund the same with interest.

APERC orders in the above petitions are awaited.

11 RISK MANAGEMENT FRAMEWORK AND INTERNAL FINANCIAL

CONTROLS Your Company is faced with risks of different types, all of which need different approaches for mitigation. These are risks common to several peers in the sector.

Risk very specific to the Company due its business /operations are structured.

Disaster Management and Business continuity risks which are by nature rare, but are events with dramatic impact.

The key risks and concerns the Renewable Power Sector in India are as follows:

Poor financial health of state Discoms continues to be a factor that impedes the growth of the sector, and impacts the cash flows and viability of affected plants.

Inadequate transmission infrastructure and non-availability of green transmission corridor.

Slow pace of regulatory reforms affecting scaling up of Renewable capacity especially open access Regulations.

The British Standards Institution (BSI), basis its assessment in February 2017, has recommended conferring of the "Statement of Compliance for ISO 31000:2009 – a recognition that implies that the Company has strong processes for risk identification, management and mitigation. The Company had similarly been conferred the "Statement of Compliance" for FY15 and FY16

Risk Management Framework:

Based on the Risk Management Policy, a standardized Risk Management Process and System has been implemented in the Company. Risk plans have


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been framed for all identified risks and uploaded in the system with mitigation action, target dates and responsibility. This has enabled continuous tracking of status of mitigation action and monitoring of Risk Mitigation Completion Index (RMCI). The Risk Register contains the mitigation plans for eleven categories of risk. Subsidiary Risk Management Committees (SRMCs) closely monitor and review the risk plans. This year standardization of risks and mitigation measures was taken up as an exercise to ensure uniformity of risks across Tata Power Group and learning and sharing.

All risks have been classified into strategic, tactical and operational risks. The Apex Risk Management Committee (ARMC) of the Tata Power Group meets every quarter to review major strategic and tactical risks, identify new risks and assess the status of mitigation measures. The SRMC meets regularly to review critical strategic risks and summary of top risks and their status in terms of mitigation actions.

The Company has refined its risk quantification method which helps identify key risks of the organization and reduce subjectivity in assessment of residual value of each risk. This will further help implement appropriate controls in business processes. To increase focus on critical risk groups, all risks have been aligned with 20 risk themes of Tata Power. This will enable better management control over key risk groups and improved review mechanism at ARMC of Tata Power Group and SRMC meetings.

Internal financial controls and systems:

The Company draws expertise from and is supervised by the parent company's internal audit function which endeavors to make meaningful contributions to the organization’s overall governance, risk management and internal controls. The function reviews and ensures sustained effectiveness of Internal Financial Controls (IFC) by adopting a systematic approach to its work.

As per the provisions of Section 177 of the Companies Act, 2013 (the Act) and the Audit Committee Charter adopted by the Board of Directors, one of the roles and responsibility of the Audit Committee, is to review the effectiveness of the Company’s internal control system, including financial controls, information technology security and its control.

Section 143(3) of the Act, provides that the Statutory Auditor’s Report shall state whether the Company has an adequate IFC system in place and the operating effectiveness of such controls, for FY17 and beyond.

As per Section 134 of the Act, Directors of listed companies, based on the representations received from the management, are to confirm in the Directors Responsibility Statement that IFC are not only adequate, but are also operating effectively.


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With this objective in mind and to fulfil the requirements of the Act, in previous years, the internal audit team, with the support of two expert audit firms, performed the test of design and test of effectiveness of IFC. Scoping was done based on major classes of transactions, account balances. Seven key business cycles, general IT controls and Entity Level controls were considered for review.

The Internal Audit and Risk Management (IARM) function has generally adopted Committee of Sponsoring Organizations (COSO) framework. COSO is a leading framework which provides guidance on the design and evaluation of internal controls. This has been done for 5 elements and 17 principles, which provides assurance of financial controls in place at the level of functional heads and at top management level. This has helped in assessing the effectiveness and efficiency of operational controls, enhanced governance and consideration of anti-fraud expectations, reliability of financial reporting and statutory compliances. Attributes with internal control deficiencies are identified with action plans to be pursued, responsibility centres and target dates for compliances.

For the Business Process level, controls are evaluated through internal audits and Control Self-Assessment (CSA). These CSAs have also been rolled out in the Company. The statutory auditor through their independent testing of IFC, has also issued an unmodified opinion.

The Internal Audit process includes review and evaluation of process robustness, effectiveness of controls and compliances. It also ensures adherence to policies and systems, and mitigation of the operational risks perceived for each area under audit. Internal Audit Policy and Manual has been framed, based on which a flexible risk based audit plan has been formulated that aligns with the organizational strategy and impact on business objectives. Internal audits are classified into Process Audits, Spot Audits, etc. depending on the past performance and also the risk perception. All processes of the Company have been classified under vital, essential and desirable, based on the analysis of process impact on Company’s Strategic Objectives. Post the audit, process is rated through the Risk Control Index and Process Robustness Index given by the Internal Auditors. Also, theme based audits are carried out for certain areas impacted by changing external environment. Significant observations including recommendations for improvement of the business processes are reviewed by the Management before reporting to the Audit Committee. The Audit Committee then reviews the Internal Audit reports and the status of implementation of the agreed action plan. Post recognition of ‘General conformance to international audit standards’ from Institute of Internal Auditors (IIA Global) in 2013, quality review of audit reports is carried out as per IIA global guidelines before the report is issued. Internal audit process has been standardized in line with the process in Tata Power Group.


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The Internal audit plan is executed by an in-house audit team of the parent company with support of expert Internal Audit firms.

During the previous years, standardization and automation of Risk Control Matrix (RCM) project was undertaken and completed with the support of an expert audit firm. RCM is of prime importance as it forms the basis of testing effectiveness and assess compliances to the IFC. This project involved control documentation, identification of common controls, which has facilitated standardization of control ratings, sample size and testing methodology. This project has resulted in better control and improved quality of audit. Your Company has also started its journey towards digitalization through enhanced data analysis on audits which will result in improved quality and focused audits.

As a step towards achievement of excellence in audit methodology, data analytics software has been developed which assists in scientific sampling and exception reporting after scanning large databases, facilitates automation, builds reliability in analysis of transactions, assists in effective/focused field work which will improve the quality and give value added results. The by-product of use of this tool is reduction in man weeks and cost of audits as the project matures in the next few years. Changes to the Internal Audit Process in anticipation of the Act were started in the year gone by. These included creation of a comprehensive framework for fraud, moving towards increased reviews and/or internal audits of subsidiary companies for greater comfort on the investments in the subsidiary companies, increasingly focused on theme audits and greater automation of the internal audit systems. Assessment mechanism for measuring the existence and effectiveness of controls are established by the fact that the Value Added Index, which is a measure of effectiveness and contribution of the internal audit to top management and Audit Committee, has improved over the years and so has the Risk Control Index (RCI), thereby giving assurance to management of efficiency and effectiveness of the Internal Financial Controls. The action taken statistics emerging out of internal audit reports for last three years reflect an increase in implementation percentage achieved through rigorous and systematic follow up. Further, the total number of action points has decreased over the last three years, thereby reflecting an improvement in the system and processes. On review of the internal audit observations and action taken on audit observations, we can state that there are no adverse observations having material impact on financials or commercial implications or material non-compliances which have not been acted upon.


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Control Self-Assessment: The Company continued the CSA process this year, whereby responses of all process owners are used to assess internal controls in each process. This helps the Company to identify focus audit areas, design the audit plan and support CEO and CFO certification for internal controls. The CSA questionnaire is designed to test effectiveness of deployment of existing controls for processes which are not to be audited as per the audit plan. The responses received from process owners on the questionnaire are analysed and validated through spot audits. This ensures optimum coverage of audit universe to provide assurance on the operating effectiveness based on results of evaluation across all processes. Process Robustness Index (PRI): The processes are examined to assess their robustness primarily from the perspective of system driven controls (SAP, CRM, Documentum, etc.), which ensures that deviations from the defined process do not occur due to manual errors. In case controls have not been embedded in the system, other compensating controls such as maker-checker are exercised to assess the robustness of the process. This index is computed on the basis of existence of robust controls and not on the basis of extent of implementation of these controls. Your Company has obtained a copyright for this PRI scoring methodology. While the objective of this measure is to bring about the use of IT and Automation/ Digitalization intervention, it is not the intention to have the outcome achieved through embedded computer & IT systems. Therefore, appropriate flexibility for decision making on last mile, basis the outcomes aspired, is allowed. The following paragraphs bring out the differentiation between IFC and Process Robustness Controls.

Process Robustness Index (PRI): The processes being audited are examined to assess their robustness in terms of control automation, outcome orientation, benchmarking, integration and data/record management. The scope of PRI is not limited to providing assurance on effectiveness of IFC and process controls, rather it is worked out by considering end-to -end process from inputs to outputs, digitalization, improvements and outcome orientation.

There are eight elements based on which the process robustness is assessed (1) documentation - process, workflow, training manual; (2) controls digitalisation - manual or system driven; (3) Outcome orientation; (4) performance measurement tracking; (5) traceability of records; (6) initiatives taken for process improvements; (7) integration of process being audited with other processes and (8) data management (9) Risk & Control Index scores. Based on the system maturity, each of the elements is rated.


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As an additional support to establish efficiency and effectiveness of IFC, in addition to internal audits,.the statutory auditors carry out an audit at quarterly intervals and these reports have not reported any adverse findings. The Company’s Secretarial Audit carried out in the current year has not indicated any reportable lapses.

12 SUSTAINABILITY The Company has been conscious of its role as a sustainability steward and continuously works towards climate change abatement. It remains committed to the legacy of being a responsible organization and thus reinforces the Tata Power Group Company core values of Leadership with Care. The Sustainability Model of Leadership with Care aims at strengthening structures and processes for environmental performance, stronger engagement with community, customers and employees, by using enablers like new technology, benchmarking and going beyond compliance in key operational parameters.

The initiatives, under the aegis of the Sustainability Model of Leadership with Care are several well-planned projects that generate power from wind and solar energy sources, and an unflinching commitment towards biodiversity conservation and community development. The Company will always strive to lead on the path towards growth with responsibility and commitment of generating electricity using cleaner sources of energy.

12.1 Safety - Care for our People

The Company follows the safety policies and re-affirms its commitment to provide safe workplace and clean environment to its employees and to foster a safer, healthier and cleaner environment to the surrounding community as an integral part of its business philosophy and values. The Company makes all efforts to ensure conscientious observance of all National, State and other statutory requirements for maintaining a safe, healthy and pollution-free work environment.

Safety Statistics FY18:

Sl. No.

Safety Parameters (Employees and contractors)

FY18 FY17

1 Fatality (Number) 0 0

2 LTIFR (Lost Time Injuries Frequency Rate per million man hours)

0 0


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3 Total Injuries Frequency Rate (TIFR) (Number of Injuries per million man hours)

0 0

4 First Aid Cases (Number) 0 0

12.2 Care for Our Community / Community Relations

Details of CSR spend (standalone) are provided in Annexure IV.

Your Company has actively worked on five thrust areas in Corporate Social Responsibility (CSR) - Primary Education with focus on girl child, Health & Drinking Water, Livelihood & Employability, Social Capital & Infrastructure and Inclusive Growth.

The CSR policy for the Company was aligned to with the parent company policy which is based on the five thrust areas. The programs were rolled out across locations and mapped with Schedule –VII to the Act with timelines and outcome indicators. The same was approved by the CSR Committee of the Company.

In FY18, TPREL reached out to more than 10 villages/urban pockets in Maharashtra, Gujarat & Karnataka. The year saw your Company ramp-up CSR capabilities and operations across all locations by bringing robustness to systems and processes to ensure effective programs which deliver long-term impact and bring changes to the community. This also marked a shift in bringing focus and institutionalization of 80:20 paradigm of CSR, with 80% allocation of resources on long-term sustainable and thematic programs and 20% resources on location specific programs. Tata Power Community Development Trust (TPCDT), being the developmental vehicle for CSR programs, was assigned to undertake CSR Programs for TPREL.

Total CSR spend for the Company in FY18 stood at ₹ 1.0 crore as against the requirement of ₹ 1.0 crore as per the Act.

Independent monitoring, effectiveness of implementation, impact assessment were undertaken to provide feedback and to refine, realign the programs so that the extent and effectiveness of the initiatives could be improved in pursuance of Company objective to improve the quality of life of the community and to get community’s tacit or implied acceptance of the Company’s co-existence with them.

Major highlights of programs in FY18 are as follows:

CSR project or activity Beneficiaries

Career Guidance and Counselling for 9th Class Students

Total 5018 students including the Selected teachers of following


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Refresher Trainings to Teachers E-learning

villages : Palsawade, Shirtav, GSW, Agaswadi, Jath, Khandake-Supa , Mithapur, Rojmal, Jath, Maval

Special Health Camps for Women, Children, Adolescent Girls and Old Age People. Special Immunization Program for Malnourished Children

Total 6451 people covered including women and childrens of villages Gadag, Shamana , Rojmal, Mulshi , Maval

On and Off Farm Extension and

Livelihood Training Initiative

Integrated Village Development

Programs

To Promote Water Harvesting

Technology

Estimated 20550 Villagers from villages Khandake, Supa, Agaswadi, Palsawade, Shirtav, GSW, Jath , Palsawade, and Maval .

School Infrastructure Development Construction of Bio-Gas Units and LPG Gas

Total 146 student of village Khandke.

50 families of villages Mulshi, Khandake and Supa

Capacity Building of SHGs Construction of Cement Check Dams Construction of Cement Check Dams Repairing of Percolation Tank Clean and Safe Drinking Water Facility

village Mulshi 5300 villagers of Khandke , Khandake – Agadgaon, Khandake - Devgaon 1200 Students and Teachers of villages Poolavadi, Samana, Palsawade, Jath, Khandake

12.3 Affirmative Action

The Company’s Operations and day to day working is supported by

departments of its parent Company, Tata Power. These departments are

governed by the standard Tata Power practices and policies including those

for Sustainability.

12.4 Care for our Environment

The Company’s renewable energy generation capacity does not consume fossil fuels and has no emissions. It aims to minimize the impact of its operations on the environment by acting responsibly towards the environment. Your Company addresses various aspects of resource


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conservation including rainwater harvesting, energy efficiency and biodiversity.

13 HUMAN RESOURCES

The Company has a lean management structure supported by Departments of Tata Power such as finance, accounts, operations, projects, contracting etc. under the Asset Management Service Agreements and Project Management Service Agreements. All these employees are covered by the Human Resources Practices and Policies of Tata Power. Sexual Harassment

The Company has zero tolerance for sexual harassment at the work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC whilst dealing with issues related to sexual harassment at the work place towards any woman associates. All women associates (permanent, temporary, contractual and trainees) as well as any woman visiting the Company’s office premises or women service providers are covered under this policy. Multi-pronged efforts have been made during FY18 for awareness of provisions and redressal of complaints as also to continue with and improve the work climate in all establishments where women employees feel safe and secure.

14 CREDIT RATING

As on 31st March 2018, your Company had the following credit ratings:

Short Terms rating of ‘CRISIL A1+’ & ‘CARE A1+’

Long Term rating of ‘CRISIL AA-(stable) ‘ ‘CARE AA- (stable)’ for loans

without Corporate Guarantee

Long Term rating of ‘CARE AA (SO) for loans with Corporate

Guarantee

15 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER

SECTION 186

The Company being an infrastructure company, is exempt from the provisions as applicable to loans, guarantees and securities under Section 186 of the


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Act. The details of investments are provided in the schedules to the financial statements.

16 FOREIGN EXCHANGE EARNINGS AND OUTGO-


Particulars – Standalone FY 18 FY 17

Foreign Exchange Earnings mainly on account of interest, dividend

NIL NIL

Foreign Exchange Outflow mainly on account of:

Fuel purchase NIL NIL

Interest on foreign currency borrowings, NRI dividends

NIL NIL

Purchase of capital equipment, components and spares and other miscellaneous expenses

NIL NIL

There is no Foreign Currency Exposure to the Company as on 31st March 2018.

17 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 17.1 Conservation of Energy

The Company monitors auxiliary consumption at its plants and takes

measures to reduce it through use of energy efficient appliances, prudent use

of resources, natural ventilation, etc.

17.2 Technology Absorption

The Company ensures that its equipment vendors share their supplier details, design drawings, trains Company personnel in operation and maintenance of the equipment.

18 EMPLOYEES AND REMUNERATION

The information required under section 197 (12) of the Act read with rule 5 of

the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 is attached as Annexure V. The information required under Rule

5(2) and (3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is provided in the Annexure forming part of this

Report. In terms of the first provision to section 136 of the Act, the report and

accounts are being sent to the members excluding the aforesaid Annexure.

Any Member interested in obtaining the same may write to the Company

Secretary at the Registered Office of the Company.


Confidential

(27)

None of the employees listed in the said Annexure are related to any Director of the Company.

19 DEPOSITS

The Company has not accepted any deposits.

20 RELATED PARTY TRANSACTIONS

Details of Related Party Transactions as per AOC-2 are provided in Annexure VI.

21 EXTRACT OF ANNUAL RETURN Pursuant to Section 92 of the Act and Rule 12of the Companies (Management and Administration) Rules, 2014, the Extract of Annual Return in Form MGT-9 is provided in Annexure-VII.

22 AUDITORS

Messrs. S R B C & Co., LLP (SRBC), Chartered Accountants are the Statutory Auditors of the company appointed by the members at the 10th Annual General Meeting (AGM) held in the year 2017 for a period of 5 years from the conclusion of that AGM till, the conclusion of the 15th AGM of the Company to be held in the year 2022. AUDITOR'S REPORT

The Auditors' Report does not contain any qualifications reservations or adverse remarks. The consolidated financial statements of the Company have been prepared in accordance with Accounting Standard 21 on Consolidated Financial Statements, Accounting Standard 23 on Accounting of Investments in Associates and Accounting Standard 27 on Financial Reporting of Interest in Joint Ventures, issued by the council of The Institute of Chartered Accountants of India.

23 COST AUDITOR AND COST AUDIT REPORT

M/s Sanjay Gupta & Associates, Cost Accountants, were appointed Cost Auditors of your Company for FY18.

In accordance with the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013, your Company carries out an audit of cost accounts relating to electricity every year. The Cost Audit Report and the Compliance Report of your Company for the Financial Year ended 31st March, 2017, was filed on 21st September 2017 with the Ministry of


Confidential

(28)

Corporate Affairs through Extensive Business Reporting Language (XBRL) by M/s. Sanjay Gupta & Associates, Cost Accountants.

24 SECRETARIAL AUDIT REPORT

M/s. Parikh & Associates, Company Secretaries, were appointed as Secretarial Auditors to conduct Secretarial Audit of records and documents of the Company for FY18. The Secretarial Audit Report confirms that the Company has generally complied with the provisions of the Act, Rules, Regulations, and Guidelines etc.

Secretarial Audit Report is given as Annexure VIII

25 VIGIL MECHANISM

The Company believes in the conduct of affairs of its constituents in a fair and transparent by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In line with the Tata Code of Conduct any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the TCOC cannot be undermined. Pursuant to clause 177(9) of the Act a vigil mechanism was established for Directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud violation of the Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company.

26 DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of compliance systems established and maintained by the Company, work performed by the internal, statutory, [cost]* and secretarial auditors and external consultant(s) and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s compliance systems were adequate and effective during the financial year 2016-17.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirmed that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures therefrom;

b) They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give


Confidential

(29)

a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis; e) They have laid down internal financial controls to be followed by the

Company and that such internal financial controls are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27 ACKNOWLEDGEMENTS On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers, Financial Institutions and Academic Institutions. The Directors are thankful to the Government of India and the various Ministries, the State Governments and the various Ministries, the Central and State Electricity Regulatory authorities, communities in the neighborhood of our operations, Corporation and Municipal authorities of Mumbai and local authorities in areas where we are operational.

On behalf of the Board of Directors,

Praveer Sinha Chairman

(DIN: 01785164) Mumbai, 21st June, 2018


Confidential (1)

ANNEXURE - I

Form AOC-I (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/ associate companies/joint ventures

Part "A": Subsidiaries

(in lakhs )

S

N

Name of

the

Subsidiar

y

Reporti

ng

period

for the

subsidia

ry

concern

ed

Repor

ting

curren

cy

Exchange

Rate as at

31st

March,

2018

Share

capital

(Incl.

Pref.

shares)

Reserves &

surplus

Total

assets

Total

Liabilities

(Excl. Sh.

Capital &

Reserves)

Investm

ents

Turnover Other

Income

Total

Revenue

Profit/(Los

s) before

taxation

Provision

for

taxation

(incl.

Deferred

tax)

Profit/(Los

s) after

taxation

Propose

d

Dividen

d on

Equity

Shares

(%)

Propose

d

Dividen

d on

Equity

Shares

% of

shar

ehol

ding

1

Supa

Windfarm

Ltd

31st

March,

2018

Indian

Rupee

1.00

5

(1.79178)

4.15593

0.94771

Nil

Nil

Nil

Nil

(1.23062)

Nil

(1.23062)

Nil

Nil

100.0

0

2

Poolavadi

Windfarm

Ltd

31st

March,

2018

Indian

Rupee 1.00

5

(0.78005)

4.49101

0.27106 Nil Nil Nil Nil (0.36264) Nil (0.36264) Nil Nil

100.0

0

3

NivadeWi

ndfarm

Ltd

31st

March,

2018

Indian

Rupee 1.00 5 (1.79168)

4.15593

0.94761

Nil

Nil

Nil

Nil

(1.23052)

Nil

(1.23052)

Nil

Nil

100.0

0

4

Indorama

Renewabl

es Jath

Limited

31st

March,

2018

Indian

Rupee 1.00

6030

(523.50)

16652.97

11146.47

1007.54

3247.92

62.84

3310.76

114.69

31 83.69 Nil Nil

100.0

0

5

Walwhan

Renewabl

e Energy

Limited

31st

March,

2018

Indian

Rupee 1.00

61135.5

9

127188.32 726544.88 538220.97 2991.16

118651.8

5

2774.55

121426.4

33165.90

9920.03

23245.87

Nil Nil

100.0

0

6 Vagarai

Windfarm

Ltd

31st

March,

2018

Indian

Rupee

1.00

52.50

(579.02)

13482.90

14009.42

Nil

357.74

0.03

357.77

(579.02)

Nil

(579.02)

Nil

Nil

72


Confidential (2)

Notes: 1. Names of subsidiaries which are yet to commence operations: Supa Windfarm Limited and Nivade Windfarm Limited 2. The company has sold its entire holding in Tata Power Green Energy Limited during the year. 3. Vagarai Windfarms Limited was incorporated on 27th February 2017. In terms of section 2(41) of the Companies Act 2013 the first financial year of the company is the period ending on the 31st

March 2018. 4. Accounts of all subsidiaries of Walwhan Renewable Energy Pvt Ltd (Formerly known as Welspun Renewable Energy Ltd ) have been consolidated with Walwhan Renewable Energy Ltd

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures: The Company does not have any Associate Companies and Joint

Ventures.


Rahul Shah Praveer Sinha Director Chairman

Mona Purandare J V Patil Company Secretary Chief Financial Officer



Confidential

ANNEXURE II- POLICY ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES

1. Objective

1.1 The Policy on Board Diversity (‘the Policy’) sets out the approach to diversity

on the board of directors (‘the Board’) of Tata Power Renewable Energy Limited

(the company).

1.2 The company recognizes that diversity at board level is a necessary

requirement in ensuring an effective board. A mix of executive, independent

and other non-executive directors is one important facet of diverse attributes

that the company desires. Further, a diverse board representing differences in

the educational qualifications, knowledge, experience, gender, age, thought

and perspective results in delivering a competitive advantage and a better

appreciation of the interests of stakeholders. These differences should be

balanced against the need for a cohesive, effective board. All board

appointments shall be made on merit having regard to this policy.

2. Attributes of directors The following attributes need to be considered in considering optimum board composition:

i) Gender diversity: Having at least one woman director on the Board with an aspiration to

reach three women directors.

ii) Age The average age of board members should be in the range of 40 - 60

years.

iii) Competency The board should have a mix of members with different educational

qualifications, knowledge and with adequate experience in finance,

accounting, economics, legal and regulatory matters, the environment,

green technologies, operations of the company’s businesses, energy

commodity markets and other disciplines related to the company’s

businesses.

iv) Independence The independent directors should satisfy the requirements of the

Companies Act, 2013 (the Act).

v) Additional Attributes


Confidential

The directors should not have any other pecuniary relationship with the company, its subsidiaries, associates or joint ventures and the company’s promoters, besides sitting fees and commission.

The directors should not have any of their relatives (as defined in the Act and Rules made thereunder) as directors or employees or other stakeholders (other than with immaterial dealings) of the company, its subsidiaries, associates or joint ventures.

The directors should maintain an arm’s length relationship between themselves and the employees of the company, as also with the directors and employees of its subsidiaries, associates, joint ventures, promoters and stakeholders for whom the relationship with these entities is material.

The directors should not be the subject of allegations of illegal or unethical behaviour, in their private or professional lives.

The directors should have ability to devote sufficient time to the affairs of the Company.

3. Role of the Nomination and Remuneration Committee

3.1 The Nomination and Remuneration Committee (‘the NRC’) shall review and

assess board composition whilst recommending the appointment or reappointment of

independent directors.

4. Review of the Policy

4.1 The NRC will review this policy periodically and recommend revisions to the

board for consideration.


Confidential

ANNEXURE III- REMUNERATION POLICY FOR NON-EXECUTIVE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES OF THE COMPANY The philosophy for remuneration of directors, Key Managerial Personnel (“KMP”) and all other employees of Tata Power Renewable Energy Limited (“company”) is based on the commitment of fostering a culture of leadership with trust. The remuneration policy is aligned to this philosophy. This remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013 (“Act”) and Clause 49(IV)(B)(1) of the Equity Listing Agreement (“Listing Agreement”). In case of any inconsistency between the provisions of law and this remuneration policy, the provisions of the law shall prevail and the company shall abide by the applicable law. While formulating this policy, the Nomination and Remuneration Committee (“NRC”) has considered the factors laid down under Section 178(4) of the Act, which are as under: (A) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; (b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals” Key principles governing this remuneration policy are as follows: Remuneration for independent directors and non-independent non-executive directors

Independent directors (“ID”) and non-independent non-executive directors (“NED”) may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within regulatory limits.

Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the NRC and approved by the Board.

Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the company (taking into consideration the challenges faced by the company and its future growth imperatives).

Overall remuneration should be reflective of size of the company, complexity of the sector/ industry/ company’s operations and the company’s capacity to pay the remuneration.

Overall remuneration practices should be consistent with recognized best practices.

Quantum of sitting fees may be subject to review on a periodic basis, as required.

The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board based on company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board.


Confidential

The NRC will recommend to the Board the quantum of commission for each director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by directors other than in meetings.

In addition to the sitting fees and commission, the company may pay to any director such fair and reasonable expenditure, as may have been incurred by the director while performing his/ her role as a director of the company. This could include reasonable expenditure incurred by the director for attending Board/ Board committee meetings, general meetings, court convened meetings, meetings with shareholders/ creditors/ management, site visits, induction and training (organized by the company for directors) and in obtaining professional advice from independent advisors in the furtherance of his/ her duties as a director.

Remuneration for managing director (“MD”)/ executive directors (“ED”)/ KMP/ rest of the employees1

The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be Market competitive (market for every role is defined as companies from which

the company attracts talent or companies to which the company loses talent) Driven by the role played by the individual, Reflective of size of the company, complexity of the sector/ industry/

company’s operations and the company’s capacity to pay, Consistent with recognized best practices and Aligned to any regulatory requirements.

In terms of remuneration mix or composition, The remuneration mix for the MD/ EDs is as per the contract approved by the

shareholders. In case of any change, the same would require the approval of the shareholders.

Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.

In addition to the basic/ fixed salary, the company provides employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where possible. The company also provides all employees with a social security net (subject to limits) by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance.

The company provides retirement benefits as applicable. In addition to the basic/ fixed salary, benefits, perquisites and allowances as

provided above, the company provides MD/ EDs such remuneration by way of commission, calculated with reference to the net profits of the company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the MD/ EDs would be based on performance as evaluated by the Board or the NRC and approved by the Board.


Confidential

[In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the company provides MD/ EDs such remuneration by way of an annual incentive remuneration/ performance linked bonus subject to the achievement of certain performance criteria and such other parameters as may be considered appropriate from time to time by the Board. An indicative list of factors that may be considered for determination of the extent of this component are: o Company performance on certain defined qualitative and quantitative

parameters as may be decided by the Board from time to time, o Industry benchmarks of remuneration, o Performance of the individual.]3

1 Excludes employees covered by any long term settlements or specific term

contracts. The remuneration for these employees would be driven by the respective long term settlements or contracts.

2 To be retained if Commission is provided to MD/ EDs 3 To be retained only if Commission is not provided to MD/ EDs

The company provides the rest of the employees a performance linked bonus.

The performance linked bonus would be driven by the outcome of the performance appraisal process and the performance of the company.

Remuneration payable to Director for services rendered in other capacity The remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered by such director in any other capacity unless: a) The services rendered are of a professional nature; and b) The NRC is of the opinion that the director possesses requisite qualification for the practice of the profession. Policy implementation The NRC is responsible for recommending the remuneration policy to the Board. The Board is responsible for approving and overseeing implementation of the remuneration policy.


Confidential

ANNEXURE IV – DETAILS OF CORPORATE SOCIAL RESPONSIBILITY SPEND

1. Brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken with a reference to the web-link to the CSR policy and projects or programs

TPREL has been actively working under following thrust areas in CSR • Gender Balance in Education

• Health and Sanitation Practices

• Livelihood and Employability

• Social Capital and Institution Building

• Nurturing Sustainability for Inclusive

Growth

The Company has ramped up its CSR capabilities and operations by bringing robustness to systems and processes to ensure effective programs which deliver long term impact and change to the community. The CSR programs are executed through Tata Power Community Development Trust (TPCDT) which has the internal capability to implement the programs efficiently and effectively. The Company's CSR policy is provided on the Company website: https://www.tatapowerrenewables.com

2 The Composition of the CSR Committee

Ms Anjali Kulkarni, Chairperson Mr. Sanjay Bhandarkar Mr. Rahul Shah

3 Average net profit of the company for last three financial years

₹ 48.47 crore

4 Prescribed CSR Expenditure (two percent of the amount as in item 3 above)

₹ 1.00 crore

5 Details of CSR spent during the financial year:

(a) Total amount spent for the financial year;

₹ 1.00 crore

(b) Amount unspent, if any; NIL

(c) Manner in which the amount spent during the financial year is detailed below


Confidential

Sl. No.

CSR project or activity identified

Sector in which the project is covered

Project/ Program (Specify local area/ state and district)

Amount Outlay (Budget) project wise ₹ Crs

Amount Spent on projects or programs Subheads: Direct and Overheads ₹ Crs

Cumulative expenditure up to 31/03/18 ₹ Crs

Amount spent: Direct or through implementation agency

(1) (2) (3) (4) (5) (6) (7) (8)

1 Career Guidance and Counselling for 9th Class Students Refresher Trainings to Teachers E-learning

Augmenting Primary Education System with emphasis on Girl Child Education

State: Maharashtra Gujarat District: Satara Pune Local Area: Palsawade GirijaShankar Wadi (GSW) Jath Khandke Supa Maval Mithapur Rojmal

0.19 0.19

0.19

Tata Power Community Development Trust.

2 Special Health Camps for Women, Children, Adolescent Girls and Old Age People.

Health and Sanitation Practices

State: Maharashtra Karnataka Gujarat District: Pune Dwarka Local Area:

0.11 0.11 0.11 Tata Power Community Development Trust.


Confidential

Special Immunization Program for Malnourished Children

Gadag, Samana, Mulshi, Rojmal, Maval

3 On and

Off Farm

Extension

and

Livelihoo

d Training

Initiative

Integrate

d Village

Develop

ment

Programs

To Promote Water Harvesting Technology

Livelihood and Employability

State: Maharashtra District: Satara Local Area: Palsawade, Shirtav, GSW, Jath Agaswadi

0.39

039

0.39


4 School Infrastructure Development Construction of Bio-Gas Units and LPG Gas

Social

Capital

and

Institution

Building

State: Maharashtra District: Satara, Pune Local Area: Palsawade, Khandke, Supa

0.02 0.02 0.02 Tata Power Community Development Trust.


Confidential

5 Capacity Building of Self Help Groups (SHGs) Construction of Cement Check Dams Construction of Cement Check Dams Repairing of Percolation Tank Clean and Safe Drinking Water Facility

Nurturing Sustainability for Inclusive Growth

State: Maharashtra District: Satara Pune Local Area: Palsawade, Khandke, Supa Maval

0.34

0.34

0.34


Rahul Shah Ms Anjali Kulkarni Director Chairperson, CSR Committee (DIN 03392443) (DIN 06993909) Mumbai, 21st June, 2018


Confidential

ANNEXURE – V: DISCLOSURE OF MANAGERIAL REMUNERATION

a) The ratio of the remuneration of each director to the median remuneration of

the employees of the company for the financial year

Name of Director Ratio of Director’s remuneration

to the median remuneration of

the employees of the company

for the financial year

Mr. Anil Sardana, NA*

Dr. Homiar S. Vachha 0.00**

Mr. Nawshir H. Mirza 3.63

Mr. Sanjay Bhandarkar 4.01

Mr. Ramesh Subramanyam NA*

Ms. Anjali Kulkarni 2.08

Mr. Rahul Shah 102.39

*Mr. Anil Sardana and Mr. Ramesh Subramanyam were not paid any remuneration during the year.

** Dr. Vachha retired as a director (w.e.f. 24th April 2017) and did not attend any meeting during the year.

The percentage increase in remuneration of each director, Chief Financial Officer,

Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

Name of Director and Key Managerial

Personnel

Percentage increase in

remuneration in the financial year

Mr. Anil Sardana, NA*

Dr. Homiar S. Vachha (100.00)

Mr. Nawshir H. Mirza (9.33)

Mr. Sanjay Bhandarkar 100

Mr. Ramesh N. Subramanyam NA*

Ms. Anjali Kulkarni (7.14)

Mr. Rahul Shah, CEO & ED 14.71


Confidential

Mr. Jinendra V Patil , Chief Financial

Officer

3.03

Ms. Mona Purandare, Company Secretary 14.92

b) The percentage increase in the median remuneration of employees in the financial

year: -0.94% c) The number of permanent employees on the rolls of the company including those

who were employed for part of the year: 54

d) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year, its comparison with the percentile increase in the managerial remuneration, justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average increase in remuneration of Managers (CEO and ED on the Board of the Company) was -1.00%. For employees of the Company, the median increase was -0.94%

e) Affirmation that the remuneration is as per the remuneration policy of the

Company: It is affirmed that the remuneration is as per the 'Remuneration Policy

for Directors, Key Managerial Personnel and other employees' adopted by the

Board.


Praveer Sinha Chairman

(DIN: 01785164)



Confidential

ANNEXURE VI – RELATED PARTY TRANSACTIONS

FORM NO AOC-2 Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in section 188(1) of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto [Pursuant to clause (h) of subsection 3 of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

Details of contracts or arrangements or transactions not at arm’s length basis: Nil Details of material contracts or arrangement or transactions at arm’s length basis:

Name(s) of

the related

party and

nature of

relationshi

p

Nature of

contracts/

arrangement

s/

transactions

Duration Salient

terms

including

value

Date (s) of

approval

by the

Board

Amoun

t paid

as

advanc

es, if

any

Tata Power Company Limited (Holding Company)

Corporate Guarantee issued for issuance of Non-Convertible Debentures (NCD)

Guarantee for ₹ 500.00 crore NCD raised in May 2017. Guarantee from 25th May 2017 & valid till 25th May 2025

Guarantee for repayment of principal & Interest payment to NCD holders for amount not exceeding ₹ 560.00 crore

26.11.2016 -


Corporate Guarantee issued for Long term loan of HDFC Bank Limited

10 years Guarantee for repayment of principal & Interest payment for amount not exceeding ₹ 225 crore

21.03.17


Corporate Guarantee issued for Long term

15 years Guarantee for repayment of principal & Interest

24.06.2017


Confidential

loan of Axis Bank Limited

payment for amount not exceeding ₹ 525 crore


Corporate Guarantee issued for availing short term loan in the form of Commercial Papers

One year Guarantee for repayment of principal & Interest payment for amount not exceeding ₹900 crore

19.09.2016


Power Sale from Girija Shankarwadi Plant (32 MW Wind Plant)

Power Purchase Agreement (PPA) from 12h August 2013 valid till 31st December 2027

₹23.18 crore during the year

02.01.2013


Power Sale from Palasawadi Solar Plant (28.8 MW Solar Plant)

Power Purchase Agreement (PPA) from 19th December 2012 for 25 years period.


18.03.2013

Tata Power Company Limited (Holding Company

Equity Contribution (including Share Application Money pending for allotment and conversion of debt)

Long term ₹168.00 crore during the year ₹34.00 crore during the year ₹202.00 crore during the year ₹75.00 crore during the year

29.05.2017 25.07.2017 23.08.2017 27.03.2018


Confidential

Details of receipt of commission by a director from holding company or subsidiary company – During the year, Mr. Nawshir Mirza and Mr Sanjay Bhandarkar, also being Independent Directors of The Tata Power Company Limited (Tata Power) and Mr Anil Sardana Chairman who was also the CEO and Managing Director of Tata Power received remuneration of ₹ 102.70 lakhs, ₹ 50.20 lakhs and ₹ 954.30 lakhs, respectively from Tata Power for FY18.

On behalf of the Board of Directors

PraveerSinha

Chairman (DIN 01785164)


Tata Power Solar System Limited (100% Subsidiary Company of holding company)

Purchase of fixed assets

EPC order for constructing Solar Plants


02.02.2017

Vagarai Windfarm Limited

Loans provided

On call ₹118.42 crore during the year

29.07.2016

Chirasthayee Shaurya Limited

Loans provided

3 years ₹79.50 crore during the year

29.07.2016


Confidential

ANNEXURE VII - FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2018 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN: U40108MH2007PLC168314

ii) Registration Date: 02/03/2007

iii) Name of the Company: Tata Power Renewable Energy Limited

iv) Category/ Sub-Category of the Company: Public Company

v) Address of the registered office and contact details: C/o The Tata Power Company Ltd., Corporate Centre Block A, 34, Sant Tukaram Road, Carnac Bunder, Mumbai-400009

vi) Whether listed company: Yes / No The Company has listed its Non- Convertible debentures

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any: TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate (Near Famous Studio) 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400011 Tel.: 022 66568484, Fax.: 022 66568494 Email: [email protected] Website: www.tsrdarashaw.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1 Sale of Solar Power 35105 39%

2 Sale of Wind Power 35106 61%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No

*Name and Address of the Company

CIN/GLN Holding/ Subsidiary/ Associate

% Of Shares Held

Applicable Section of the Companies Act 2013

1 The Tata Power Company Limited

L28920MH1919PLC000567 Holding Company

100 Section 2 (46) Companies Act,


http://www.tsrdarashaw.com/


Confidential

Bombay House, 24 Homi Mody Street Mumbai 400001

2. Supa Windfarm Ltd C/O The Tata Power Company Ltd., Corporate Center Block, 34, Sant Tukaram Road, Carnac Bunder, Mumbai-400009

U40300MH2015PLC270878. Subsidiary Company

100 Section 2 (87) of

Companies Act, 2013

3. Nivade Windfarm Ltd C/O The Tata Power Company Ltd., Corporate Center Block, 34, Sant Tukaram Road, Carnac Bunder, Mumbai-400009



Companies Act, 2013

4. Poolavadi Windfarm Ltd C/O The Tata Power Company Ltd., Corporate Center Block, 34, Sant Tukaram Road, Carnac Bunder, Mumbai-400009



Companies Act, 2013

5. **Tata Power Green Energy Ltd, C/O The Tata Power Company Ltd., Corporate Center Block, 34, Sant Tukaram Road, Carnac Bunder, Mumbai-400009

U40108MH2011PLC211851 Subsidiary Company


Companies Act, 2013

6

Indo Rama Renewables Jath Ltd, H No 513, Sector 22A, Gurgaon, Haryana 122015 (Acquired on 19th May 2016)

U40300HR2012PLC046057 Subsidiary Company


Companies Act, 2013

7 Walwhan Renewable Energy Limited (Formerly known as Walwhan Renewable Energy Private Limited and


100% Shares held by TPREL along with

its six nominees

Section 2 (87) of

Companies Act, 2013


Confidential

Welspun Renewables Energy Private Limited), C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai City MH 400009 IN

8 Northwest Energy Private Limited, C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai City MH 400009 IN

U40108MH2008PTC182762 Subsidiary Company

47% shares held by WREL

along with its five

nominees and 53% held by

Walwhan Solar AP

Ltd

Section 2 (87) of

Companies Act, 2013

9 Clean Sustainable Solar Energy Private Limited, C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai City MH 400009 IN


99.99% shares held by WREL along with

its five nominees and 0.1% held by

Welspun Energy Private Limited

Section 2 (87) of

Companies Act, 2013

10 Walwhan Solar BH Limited (Formerly known as Walwhan Solar BH Private Limited and Welspun Energy Jharkhand Private Limited) C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai City MH 400009 IN


100% Shares held by WREL along with

its six nominees

Section 2 (87) of

Companies Act, 2013

11 Walwhan Solar MH Limited (Walwhan Solar MH Private



Section 2 (87) of

Companies Act, 2013


Confidential

Limited and Welspun Energy Maharashtra Private Limited), C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai City MH 400009 IN

its six nominees

12 Walwhan Solar AP Limited (Formerly known as Walwhan Solar AP Private Limited and Welspun Solar AP Private Limited), C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai City MH 400009 IN



its six nominees

Section 2 (87) of

Companies Act, 2013

13 Walwhan Solar Raj Limited (Formerly known as Walwhan Solar Raj Private Limited and Viraj Renewables Energy Private Limited), C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai City MH 400009 IN



its six nominees

Section 2 (87) of

Companies Act, 2013

14 Walwhan Solar Energy GJ Limited (Formerly known as Walwhan Solar Energy GJ Private Limited and Unity Power Private Limited), C/o The Tata Power Company


49% shares held by

WSAPL and 51% by WREL

along with its five

nominees

Section 2 (87) of

Companies Act, 2013


Confidential

Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai City MH 400009 IN

15 Walwhan Solar MP Limited (Formerly known as Walwhan Solar MP Private Limited and Welspun Solar Madhya Pradesh Private Limited), C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai City MH 400009 IN



its six nominees

Section 2 (87) of

Companies Act, 2013

16 Walwhan Solar KA Limited (Formerly known as Walwhan Solar KA Private Limited and Welspun Solar Kannada Private Limited), C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai City MH 400009 IN


100% Shares held by WSAPL along with

its six nominees

Section 2 (87) of

Companies Act, 2013

17 Walwhan Energy RJ Limited (Formerly known as Walwhan Energy RJ Private Limited and Welspun Solar Rajasthan Private Limited), C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai



its six nominees

Section 2 (87) of

Companies Act, 2013


Confidential

City MH 400009 IN

18 Walwhan Solar RJ Limited (Formerly known as Walwhan Solar RJ Private Limited and Welspun Solar UP Private Limited), C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai City MH 400009 IN



its six nominees

Section 2 (87) of

Companies Act, 2013

19 Walwhan Urja India Limited (Formerly known as Welspun Urja India Limited), C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai City MH 400009 IN



its six nominees

Section 2 (87) of

Companies Act, 2013

20 Dreisatz Mysolar 24 Private Limited, C-14, Lower Ground Floor, Chirag Enclave, Greater Kailash - 1 New Delhi New Delhi DL 110048 IN

U40102DL2009PTC195082 Subsidiary Company

96% shares held by

Solarsys Renewable Energy Pvt Ltd and 4%

held by WREL

along with five

nominees

Section 2 (87) of

Companies Act, 2013

21 MI Mysolar24 Private Limited, C-14, Lower Ground Floor, Chirag Enclave, Greater Kailash - 1 New Delhi New Delhi DL 110048 IN


100% shares held by WREL along with

six nominees

Section 2 (87) of

Companies Act, 2013

22 Walwhan Solar PB Limited (Formerly known as Walwhan Solar PB Private Limited and Welspun Solar

U40300DL2010PLC274220 Subsidiary Company


its six nominees

Section 2 (87) of

Companies Act, 2013


Confidential

Punjab Private Limited), C-14, Lower Ground Floor, Chirag Enclave, Greater Kailash - 1 New Delhi New Delhi DL 110048 IN

23 Walwhan Solar TN Limited (Formerly known as Walwhan Solar TN Private Limited and Welspun Solar Tech Private Limited), C-14, Lower Ground Floor, Chirag Enclave, Greater Kailash - 1 New Delhi New Delhi DL 110048 IN



its six nominees

Section 2 (87) of

Companies Act, 2013

24 Walwhan Wind RJ Limited (Formerly known as Walwhan Wind RJ Private Limited and Welspun Energy Rajasthan Private Limited), C-14, Lower Ground Floor, Chirag Enclave, Greater Kailash - 1 New Delhi New Delhi DL 110048 IN



its six nominees

Section 2 (87) of

Companies Act, 2013

25 Walwhan Urja Anjar Limited (Formerly known as Walwhan Urja Anjar Private Limited and Welspun Urja Gujarat Private Limited), C-14, Lower Ground Floor, Chirag Enclave, Greater Kailash - 1 New Delhi New Delhi DL 110048 IN


74% shares held by WREL

along with its five

nominees and 26%

shares held by Walwhan

Urja India Ltd

Section 2 (87) of

Companies Act, 2013

26 Solarsys Renewable Energy Private Limited, C-14, Lower Ground Floor, Chirag Enclave, Greater Kailash - 1 New Delhi New Delhi DL 110048 IN


100% shares held by WREL along with

its six nominees

Section 2 (87) of

Companies Act, 2013


Confidential

27 Solarsys Energy Private Limited, C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai Mumbai City MH 400009 IN


Merged with Welspun

Renewables Energy Pvt

Ltd with effect from 22nd Dec,

2016

Section 2 (87) of

Companies Act, 2013

* Includes direct and indirect subsidiaries

** Tata Power Green Energy Limited was a subsidiary of the company till 16th June 2017.

IV.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat Physical

Total

% of

Demat Physical

Total

% of

Total Total

Shares

Shares

A. Promoters

(1) Indian

a) Individual/HUF

b) Central Govt

c) State Govt (s)

d) Bodies Corp. 56,61,07,709 6 56,61,07,715 100 1,045,107,709 6 1,045,107,715 100 45.83

e) Banks / FI

f) Any Other….

Sub-total (A) (1):-

56,61,07,709 6 56,61,07,715 100 1,045,107,709 6 1,045,107,715 100 45.83

(2) Foreign

a) NRIs -

Individuals

b) Other –

Individuals

c) Bodies Corp.

d) Banks / FI

e) Any Other….

Sub-total (A) (2):-

Nil Nil Nil Nil Nil Nil Nil Nil Nil

Total shareholding of Promoters (A) = (A)(1)+(A)(2)

56,61,07,709 6 56,61,07,715 100 1,045,107,709 6 1,045,107,715 100 45.83

B. Public Shareholding


Confidential

1. Institutions

a) Mutual Funds

b) Banks / FI

c) Central Govt

d) State Govt(s)

e) Venture Capital

Funds

f) Insurance

Companies

g) FIIs

h) Foreign Venture

Capital Funds

i) Others (specify)

Sub-total (B)(1):-


2. Non-Institutions

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

i) Individual

shareholders

holding nominal

share capital upto

₹. 1 lakh

ii) Individual

shareholders

holding

nominal share

capital in

excess of ₹1lakh

c) Others (specify)

Sub-total (B)(2):-


Total Public Shareholding (B)=(B)(1)+ (B)(2)


C. Shares held by Custodian for GDRs & ADRs


Grand Total (A+B+C)

56,61,07,709 6 56,61,07,715 100 1,045,107,709 6 1,045,107,715 100 45.83

(ii) Shareholding of Promoters (including the promoter group)


Confidential

Sl No

Shareholder’s Name

Shareholding at the beginning of the year Shareholding at the end of the year

% change in the shareholding during the year

No. of Shares

% of total shares of the Company

%of Shares Pledged /encumbered to total shares

No. of Shares

% of total shares of the Company

%of Shares Pledged /encumbered to total shares

1

The Tata Power Company Limited

56,61,07,715 100 45.59 1,045,107,715 100 68.13 -

Total 56,61,07,715 100 45.59 1,045,107,715 100 68.13 -

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Name of the Shareholder

The Tata Power Company Ltd

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company


At the beginning of the year

56,61,07,715 100 566,107,715 100

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Rights Issue:

29th May 2017

21st July 2017

23rd August 2017

27th March 2018

168,000,000

34,000,000

202,000,000

75,000,000

100

100

100

100

734,107,715

768,107,715

970,107,715

1,045,107,715

10

0

100

100

100

At the End of the year

1,045,107,715 100 1,045,107,715 100

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): N.A.


Confidential

(v) Shareholding of Directors and Key Managerial Personnel:

Sl No:1

Shareholding at the beginning of

Cumulative Shareholding during the

the year Year

For Each of the Directors and KMP

Name of Directors and KMP


No. of shares

% of total shares of the company

* Mr.Rahul Shah, CEO & Director (Share held jointly with The Tata Power Company Limited (TPC) with TPC being the first holder


1 0 1 0

Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

0 0 0 0

At the end of the year ( or on the date of separation, if separated during the year)

1 0 1 0

Sl No: 2 Shareholding at the beginning of the year

Cumulative Shareholding during the Year

For Each of the Directors and KMP

Name of Directors and KMP


No. of shares

% of total shares of the company


Confidential

Mr.Ramesh Subramanyam, Director (Share held jointly with The Tata Power Company Limited (TPC) with TPC being the first holder


1 0 1 0

Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

0 0 0 0

At the End of the year ( or on the date of separation, if Separated during the year)

1 0 1 0

* Mr. Rahul Shah's term as a CEO is expired on 26th February 2018.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment-

Secured Loans

excluding deposits

Unsecured Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 382.4501 2087.2353 2469.6854

ii) Interest due but not paid _ _ _

iii) Interest accrued but not due 1.7949882 22.580596 24.37558428

Total (i+ii+iii) 384.24509 2109.8159 2494.060984

Change in Indebtedness during the financial year


Confidential

• Addition

i) Principal Amount 474.5051 397.06 - 871.56

ii) Interest due but not paid - - - 0.00

iii) Interest accrued but not due 6.97 34.03 - 40.99

• Reduction

i) Principal Amount - - - 0.00

ii) Interest due but not paid - - - 0.00

iii) Interest accrued but not due - - - 0.00

Net Change 481.47239 431.08306 912.5554419

Indebtedness at the end of the financial year

i) Principal Amount 856.9552 2484.2932 _ 3341.25

ii) Interest due but not paid _ _ _ 0.00

iii) Interest accrued but not due 8.76 56.61 _ 65.37

Total (i+ii+iii) 865.71747 2540.899 3406.616426

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. no.

Particulars of Remuneration Name of MD/WTD/ Manager Mr Rahul Shah

Total Amount

1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

18,461,375.11

18,461,375.11

2. Stock Option Nil Nil

3. Sweat Equity Nil Nil

4. Commission - as % of profit - others, specify…

Nil Nil

5. Others, please specify Nil Nil

Total (A) 18,461,375.11 18,461,375.11

Ceiling as per the Act (@5% of the profit calculated under section 198 of the Companies Act 2013 (₹crore)

10.25 crore

B. Remuneration to other directors:

Sl. no.

Name of Directors Particulars of Remuneration Total Amount

Fee for attending

Commission** Others, please specify


Confidential

board / committee Meetings*

A. Independent Directors

1. Mr. N. H. Mirza 680,000 Nil Nil 680,000

2. Mr. Sanjay Bhandarkar 750,000 Nil Nil 750,000

Total (A) Nil Nil 1,430,000

B. Other Non-Executive Directors

Ms Anjali Kulkarni 390,000 390,000

Total (B) Nil Nil 390,000

Total Managerial Remuneration

Nil Nil

1,820,000

Overall Ceiling as per the Act (@1% of profit calculated under section 198 of the Companies Act 2013) (₹crore)

2.05 crore

None of the NEDs had any pecuniary relationship or transactions with the Company

C. Remuneration to Key Managerial Personnel Other than Managing

Director/Manager/Whole Time Director:

Sl. no.

Particulars of Remuneration

Key Managerial Personnel

Mr J V Patil CFO

Ms Mona Purandare CS

Total

1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income tax Act, 1961

5,167,144.35

2,030,614.32

7,197,758.67

2. Stock Option Nil Nil Nil

3. Sweat Equity Nil Nil

Nil

4. Commission - as % of profit - others, specify…

Nil Nil Nil

5. Others, please specify

Nil Nil Nil

Total 5,167,144.35 2,030,614.32 7,197,758.67

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies

Brief Description

Details of Penalty / Punishment/

Authority [RD / NCLT/

Appeal made, if any (give Details)


Confidential

Act Compounding fees imposed

COURT]

Penalty Nil

Punishment Nil

Compounding Nil

OTHER OFFICERS IN DEFAULT

Penalty Nil

Punishment Nil

Compounding Nil

On behalf of the Board of Directors

Chairman Praveer Sinha (DIN: 01785164)



ANNEXURE VIII-FORM No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

(Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To, The Members, Tata Power Renewable Energy Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Power Renewable Energy Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company, the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st

March, 2018 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;


(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) (a)The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not applicable to the Company during the audit period) (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c)The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendments from time to time; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India ( Share Based Employee Benefits) Regulations, 2014;(Not applicable to the Company during the audit period) (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the audit period) (vi) Other laws applicable specifically to the Company namely: 1. The Electricity Act 2003 & National Tariff Policy

2. Central Electricity Regulatory Commission (Terms and Conditions for Tariff determination from Renewable Energy Sources)

3. CERC Order on determination of Benchmark Capital Cost Norm for solar PV power projects and Solar thermal power projects applicable during the year.

4. State specific Renewable Power Obligations (RPO) regulations

5. The Central Electricity Regulatory Commission (Terms and conditions for recognition and issuance of Renewable Energy Certificate for Renewable Energy Generation) Regulations

6. State specific orders and regulations on RE tariff


7. Procedure for issuance of renewable energy certificate to the eligible entity by Central Agency

8. Order on determination of Forbearance and Floor price for REC

9. Procedure for implementation of the framework on Forecasting, Scheduling and Imbalance Handling for Renewable Energy (RE) Generating Stations based on wind and solar energy at Inter-State level

10. Deviation settlement mechanism regulations – (CERC and state specific) We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings. (ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period the Company had following events which had bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc:

i) The scheme of arrangement amongst the Tata Power Company Ltd (‘Transferor Company’), Tata Power Renewable Energy Limited (‘Transferee Company 1’ or ‘Applicant Company’ or ‘Company’), Supa


Windfarm Limited (‘Transferee Company 2’), Nivade Windfarm Limited (‘Transferee Company 3’) and Tata Power Green Energy Limited (‘Transferee Company 4’) and their respective shareholders and creditors was approved by the shareholders of the company at a duly convened meeting held on 21st February 2018, pursuant to the order dated 6th December 2017 of the NCLT.

ii) Issued 3,40,00,000 shares on rights basis in the ratio of 1 Equity Share of ` 10/- each for 21.59140338 Equity Shares of Rs 10/- held in the Company to those Members whose names appeared in the Register of Members as on 1st June 2017.

iii) Issued 202,000,000 shares on rights basis in the ratio of 1 Equity Share of ` 10/- each for 3.80251344 Equity Shares of Rs 10/- held in the Company to those Members whose names appeared in the Register of Members as on 1st August 2017

iv) Issued 75,000,000 shares on rights basis in the ratio of 1 Equity Share of ` 10/- each for 12.9347695 Equity Shares of Rs 10/- held in the Company to those Members whose names appeared in the Register of Members as on 10th February 2018.

v) Issued of 5000 privately placed non-convertible Debentures of face value of ₹ 10 lakh each, aggregating ₹500 crore,

vi) sale of the entire shareholding of 50,000 equity shares of, Tata Power Green Energy Limited (“TPGEL”) to The Tata Power Company Limited (“TPCL”) at the Book Value as per the audited financial statements of FY 2016-17 at Rs 3.48676 per share and at a total consideration of Rs 1,74,338/-.

For Parikh & Associates

Company Secretaries

Place: Mumbai Date: Mitesh Dhabliwala Partner FCS No: 8331 CP No: 9511 This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.


‘Annexure A’ To, The Members Tata Power Renewable Energy Limited Our report of even date is to be read along with this letter. 1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc. 5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Parikh & Associates Company Secretaries Place: Mumbai Date:

Signature: Mitesh Dhabliwala Partner FCS No: 8331 CP No: 9511


INDEPENDENT AUDITOR’S REPORT

To the Members of Tata Power Renewable Energy Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Tata Power Renewable

Energy Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the

Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow

Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant

accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial

statements that give a true and fair view of the financial position, financial performance including other

comprehensive income, cash flows and changes in equity of the Company in accordance with

accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS)

specified under section 133 of the Act., read with the Companies (Indian Accounting Standards)

Rules, 2015 as amended. This responsibility also includes maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding of the assets of the Company and for

preventing and detecting frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and the design,

implementation and maintenance of adequate internal financial control that were operating effectively

for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and

presentation of the Ind AS financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on

our audit. We have taken into account the provisions of the Act, the accounting and auditing standards

and matters which are required to be included in the audit report under the provisions of the Act and the

Rules made thereunder. We conducted our audit of the standalone Ind AS financial statements in

accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India,

as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in

the financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether

due to fraud or error. In making those risk assessments, the auditor considers internal financial control

relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true

and fair view in order to design audit procedures that are appropriate in the circumstances. An audit

also includes evaluating the appropriateness of accounting policies used and the reasonableness of the

accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation

of the standalone Ind AS financial statements. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial

statements.


Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

standalone Ind AS financial statements give the information required by the Act in the manner so

required and give a true and fair view in conformity with the accounting principles generally accepted

in India, of the state of affairs of the Company as at March 31, 2018, its profit including other

comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure

1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far

as it appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive

Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are

in agreement with the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting

Standards specified under section 133 of the Act, read with Companies (Indian Accounting

Standards) Rules, 2015 as amended.

(e) On the basis of written representations received from the directors as on March 31, 2018, and taken

on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018,

from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate Report in

“Annexure 2” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11

of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its

standalone Ind AS financial statements – Refer Note 26 to the standalone Ind AS financial

statements;

ii. The Company did not have any long-term contracts including derivative contracts for which

there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.


Other Matter

The comparative financial information of the Company for the year ended March 31, 2017 included in

these standalone Ind AS financial statements, prepared in accordance with Ind AS, have been audited

by the predecessor auditor whose report for the year ended March 31, 2017 dated May 15, 2017

expressed an unmodified opinion on those standalone financial statements.

For S R B C & CO LLP

Chartered Accountants

Firm Registration No. 324982E/E300003

per Abhishek Agarwal

Partner

Membership No.: 112773

Place: Mumbai

Date: 24th April 2018


ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

Annexure 1 referred to in paragraph 1 under the heading ‘Report on Other Legal and Regulatory

Requirements’ of our report of even date

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management during the year and no material

discrepancies were identified on such verification.

(c) According to the information and explanations given by the management, the title deeds of

immovable properties included in property, plant and equipment are held in the name of the

company

(ii) The Company’s business does not involve inventories and, accordingly, the requirements under

paragraph 3(ii) of the Order are not applicable to the Company.

(iii) According to the information and explanations given to us, the Company has not granted any

loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties

covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly,

the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and

hence not commented upon

(iv) In our opinion and according to the information and explanations given to us, there are no loans,

investments, guarantees, and securities given in respect of which provisions of section 185 and

186 of the Companies Act 2013 are applicable and hence not commented upon

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the

Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the

provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the

rules made by the Central Government for the maintenance of cost records under section

148(1) of the Companies Act, 2013, related to power generation and are of the opinion that

prima facie, the specified accounts and records have been made and maintained. We have not,

however, made a detailed examination of the same.

(vii) According to the information and explanations given to us in respect of statutory dues:

(a) The Company is generally regular in depositing with appropriate authorities undisputed

statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax,

service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues

applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable

in respect of provident fund, employees’ state insurance, income-tax, service tax, sales-tax,

duty of custom, duty of excise, value added tax, cess and other statutory dues were

outstanding, at the year end, for a period of more than six months from the date they became

payable.


(c) According to the records of the Company, the dues of income-tax, sales-tax, service tax, duty

of custom, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the

statute

Nature of the dues Amount ( Rs) Period to which the

amount relates

Forum

where the

dispute is

pending

Maharashtra

Value Added

Tax Act, 2002 Value Added Tax 5,512,131 FY 2013-14

The

Company

is yet to

file the

appeal

(viii) In our opinion and according to the information and explanations given by the management, the

Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or

government or dues to debenture holders.

(ix) In our opinion and according to the information and explanations given to us, the term loans have

been applied by the Company during the year for the purposes for which they were obtained,

other than temporary deployment pending application of proceeds. The Company has not raised

moneys by way of initial public offer or further public offer (including debt instruments).

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view

of the financial statements and according to the information and explanations given by the

management, we report that no fraud by the company or no fraud / material fraud on the

company by the officers and employees of the Company has been noticed or reported during

the year.

(xi) According to the information and explanations given by the management, the managerial

remuneration has been paid / provided in accordance with the requisite approvals mandated

by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii)

of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the

related parties are in compliance with section 177 and 188 of Companies Act, 2013 where

applicable and the details have been disclosed in the notes to the financial statements, as required

by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the

balance sheet, the company has not made any preferential allotment or private placement of shares

or fully or partly convertible debentures during the year under review and hence, reporting

requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not

entered into any non-cash transactions with directors or persons connected with him as referred

to in section 192 of Companies Act, 2013.


(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the

Reserve Bank of India Act, 1934 are not applicable to the Company.





Partner


Place: Mumbai

Date:


ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE

STANDALONE FINANCIAL STATEMENTS OF TATA POWER RENEWABLE ENERGY

LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Tata Power Renewable

Energy Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone

financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering

the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These

responsibilities include the design, implementation and maintenance of adequate internal financial

controls that were operating effectively for ensuring the orderly and efficient conduct of its business,

including adherence to the Company’s policies, the safeguarding of its assets, the prevention and

detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit

of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on

Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an

audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India.

Those Standards and the Guidance Note require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether adequate internal financial controls over

financial reporting was established and maintained and if such controls operated effectively in all

material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial

controls over financial reporting, assessing the risk that a material weakness exists, and testing and

evaluating the design and operating effectiveness of internal control based on the assessed risk. The

procedures selected depend on the auditor’s judgement, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A

company's internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the


transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the company are being

made only in accordance with authorisations of management and directors of the company; and (3)

provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use,

or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to

error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial

controls over financial reporting to future periods are subject to the risk that the internal financial control

over financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system

over financial reporting and such internal financial controls over financial reporting were operating

effectively as at March 31, 2018, based on the internal control over financial reporting criteria

established by the Company considering the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute

of Chartered Accountants of India.





Partner


Place: Mumbai


Tata Power Renewable Energy Limited

Balance Sheet as at 31st March, 2018

As at As at

Notes 31st March, 2018 31st March, 2017

₹ Lakhs ₹ Lakhs

ASSETS

Non-current Assets

(a) Property, plant and equipment 3 3,75,429.91 2,53,247.39

(b) Capital Work-in-Progress 69,977.94 74,787.82

(c) Financial Assets

(i) Investments 4 A 3,81,800.93 3,88,791.64

(ii) Loans 5 A 26,195.84 -

(iii) Other Financial Assets 6 A 883.84 21.05

(d) Non-current Tax Assets (Net) 7 1,138.20 714.92

(e) Other Non-current Assets 8 A 2,200.32 1,690.63

Total Non-current Assets 8,57,626.98 7,19,253.45

Current Assets

(a) Financial Assets

(i) Investments 4 B 3,326.91 26,654.62

(ii) Trade Receivables 9 6,054.13 3,939.87

(iii) Unbilled Revenue 5,860.11 3,731.57

(iv) Cash and cash Equivalents 10 2,740.51 7,244.19

(v) Bank Balances other than (iv) above 11 0.75 5,111.38

(vi) Loans 5 B 806.16 41,089.63

(vii) Other financial assets 6 B 10,762.13 8,811.64

(b) Other Current Assets 8 B 179.02 96.09

Total Current Assets 29,729.72 96,678.99

TOTAL ASSETS 8,87,356.70 8,15,932.44

EQUITY AND LIABILITIES

Equity

(a) Equity Share Capital 12 A 1,04,510.77 56,610.77

(b) Share Application Money Pending Allotment - 16,800.00

(c) Unsecured Perpetual Securities 12 B 3,89,500.00 3,89,500.00

(d) Other Equity 13 16,049.25 11,411.94

Total Equity 5,10,060.02 4,74,322.71

LIABILITIES

Non-current Liabilities

(a) Financial Liabilities

(i) Borrowings 14 2,82,690.40 1,66,129.88

(b) Provisions 15 383.45 -

(c) Deferred Tax Liabilities (Net) 16 536.00 1,920.00

(d) Other Non-current Liabilities 17 4,565.36 -

Total Non-current Liabilities 2,88,175.21 1,68,049.88

Current Liabilities


(i) Borrowings 18 49,559.64 79,475.60

(ii) Trade Payables

- -

2,017.03 1,296.41

(iii) Other Financial Liabilities 19 37,029.93 91,919.44

(b) Provisions 15 11.56 -

(d) Other Current Liabilities 20 503.31 868.40

Total Current Liabilities 89,121.47 1,73,559.85

Total Liabilities 3,77,296.68 3,41,609.73

TOTAL EQUITY AND LIABILITIES 8,87,356.70 8,15,932.44

See accompanying notes forming part of the financial statements

For S R B C & Co LLP For and on behalf of the Board,


ICAI Firm registration number: 324982E/E300003

per Abhishek Agarwal Rahul Shah Ramesh Subramanyam

Partner Director Director


Jinendra V Patil Mona Purandare

Chief Financial Officer Company Secretary

Mumbai, 24th April, 2018 Mumbai, 24th April, 2018

total outstanding dues of micro enterprises and

small enterprises

total outstanding dues of creditors other than micro

enterprises and small enterprises


Statement of Profit and Loss for the year ended 31st March, 2018

For Year ended For Year ended


₹ Lakhs ₹ Lakhs

I Revenue from Operations 21 49,435.82 31,807.62

II Other Income 22 17,345.19 8,259.42

III Total Income 66,781.01 40,067.04

IV Expenses

Employee Benefits Expense 23 567.64 9.07

Finance Costs 24 20,049.72 13,184.16

Depreciation and Amortisation Expenses 3 20,889.54 13,879.77

Other Expenses 25 4,775.07 3,146.65

Total Expenses 46,281.97 30,219.65

V Profit Before Tax 20,499.04 9,847.39

VI Tax Expense

Current Tax 1,759.75 2,100.00

MAT Credit (refer note 36) (4,388.00) -

Deferred Tax (refer note 29) 2,988.00 881.75

359.75 2,981.75

VII 20,139.29 6,865.64

VIII Other Comprehensive Income

A Add/(Less):

(i) Items that will not be reclassified to profit and loss

(a) Remeasurement of the Defined Benefit Plans 46.81 -

(ii) Tax relating to items that will not be reclassified to profit or loss

(a) Current Tax - -

(b) Deferred Tax 16.00 -

Total Other Comprehensive Income 30.81 -

IX 20,170.10 6,865.64

X Earnings Per Equity Share (Face Value ₹ 10/- Per Share)

Basic (₹) 31 2.36 1.30

Diluted (₹) 31 2.25 1.28











Total Comprehensive Income for the year (VII + VIII)

Profit For The Year


Cash Flow Statement for the year ended 31st March, 2018Amount in ₹ Lakhs

A. Cash Flow from Operating Activities

Profit before tax 20,499.04 9,847.39

Adjustments for :

Depreciation and Amortisation Expense 20,889.54 13,879.77

Finance Cost 20,049.72 13,259.54

Interest Income (3,400.48) (4,752.27)

Gain/loss on Sale of Current Investments (1,296.69) (1,682.96)

Dividend income (12,532.80) -

Other Non operating Income - (1,801.43)

Loss on Sale of non current investment 0.77 -

Provision for Doubtful debts (50.00) (22.76)

Amortization of Leasehold Land 17.53 15.77

Amortization of Deferred expense and income (74.38) 23,603.21 13.91 18,909.57

Operating profit before working capital changes 44,102.25 28,756.96

Working Capital Adjustments

Adjustments for (increase) / decrease in operating assets:

Trade receivables (2,114.26) 275.46

Other financial assets- current 6,258.77 1,614.77

Other financial assets-non current (10.25) 21.47

Other current assets (72.88) (63.74)

Other non-current assets (466.61) 276.11

Unbilled revenue (2,128.54) 1,466.23 (1,997.14) 126.93

Adjustments for increase / (decrease) in operating liabilities:

Trade payables 720.62 690.88

Other Current Financial Liabilities - -

Other Non Current Provisions 383.45 -

Current Provisions 58.37 -

Other current liabilities (535.63) 626.81 270.82 961.70

Cash flow from operations 46,195.29 29,845.59

Income tax paid (2,183.03) (2,469.14)

Net cash flows from operations 44,012.26 27,376.45

B. Cash Flow from Investing Activities

Payments for property, plant and equipment (1,87,728.32) (1,17,325.79)

Acquisition of lease hold land (87.92) (16.16)

Sale of Long-term Investments - in Subsidiary Companies 1.75 -

Payment for Long Term Investment - in Subsidiary Companies (32.80) (3,71,018.53)

Payment to acquire non current investment - acquisition cost (5,163.25) -

Purchase of Current Investments (3,35,476.10) (2,89,466.80)

Proceeds from Sale of Current Investments 3,60,100.50 2,78,572.91

Interest Received 4,657.29 3,210.62

Dividend received from subsidiary company 7,091.73 -

Other Miscellaneous revenue - 301.43

Loans given to Subsidiaries (19,792.00) (82,189.63)

Repayment of loan by subsidiaries 33,879.63 41,100.00

Bank Balance not considered as Cash and Cash Equivalents 5,110.63 (5,111.38)

Net cash flow used in investing activities (1,37,438.86) (5,41,943.33)

C. Cash flow from Financing Activities

Proceeds from issue of Equity shares 31,100.00 16,800.00

Proceeds from Unsecured Perpetual Securities - 3,89,500.00

Interest and Other Borrowing Cost paid (17,287.61) (12,384.57)

Proceeds from Long term borrowings 1,20,000.00 98,481.60

Repayment of Long term borrowings (2,151.81) (43,611.56)

Proceeds from Subordinated Loan from Holding Company - 17,600.00

Repayment of Subordinated Loan from Holding Company - (22,200.00)

Proceeds from Short term borrowings 1,77,404.86 1,77,241.27

Repayment of Short term borrowings (2,10,000.00) (1,00,285.31)

Dividend Paid (including Dividend Distribution Tax) (10,091.72) -

Net cash generated from financing activities 88,973.72 5,21,141.43

Net increase / (decrease) in cash and cash equivalents (4,452.87) 6,574.55

Cash and cash equivalents at the beginning of the year 7,193.38 618.84

Cash and cash equivalents at the end of the year 2,740.51 7,193.38

Cash and cash equivalents comprises

Balance with banks

(a) in current account 2,740.51 755.44

(b) in deposit account - 6,488.75

(c) in bank overdraft - (50.81)

2,740.51 7,193.38

See accompanying notes forming part of the Condensed Financial Statements

For the year ended For the year ended

31st March, 2018 31st March, 2017


Cash Flow Statement for the year ended 31st March, 2018

Reconciliation of liabilities from financing activities:

Amount in ₹ Lakhs

Additions Repayments

Long term borrowings (including current

maturity of long term borrowings)

1,67,442.13 1,20,000.00 (2,151.81) (725.13) 2,84,565.20

Short term borrowings 79,424.79 1,77,404.86 (2,10,000.00) 2,729.99 49,559.64

Total 2,46,866.92 2,97,404.86 (2,12,151.81) 2,004.86 3,34,124.84










Cash FlowsParticulars As at

31.03.2017

Non-cash Changes /

Amortisation

As at

31.03.2018


Statement of changes in equity for the year ended 31st March, 2018

A. Equity Share Capital

₹ Lakhs

No. of Shares Amount

Balance as at 1st April, 2016 50,61,07,715 50,610.77

Issue of Equity Shares during the year 6,00,00,000 6,000.00

Balance as at 31st March, 2017 56,61,07,715 56,610.77

Balance as at 1st April,2017 56,61,07,715 56,610.77

Issue of Equity Shares during the year 47,90,00,000 47,900.00

Balance as at 31st March, 2018 1,04,51,07,715 1,04,510.77

B. Unsecured Perpetual Securities ₹ Lakhs

No. of Securities Amount

Balance as at 1st April, 2016 NA -

Issued during the year NA 3,89,500.00

Balance as at 31st March, 2017 3,89,500.00

Balance as at 1st April,2017 NA 3,89,500.00

Issued during the year NA -

Balance as at 31st March, 2018 3,89,500.00

C. Other Equity

Amount in ₹ Lakhs

Particulars

Equity Component

of compound

financial instruments

Deemed

Equity

Contribution

from Holding

Company

Retained

Earnings

Debenture

Redemption

Reserve

Capital

Reserve

Other

Comprehensive

Income Total

Balance as at 1st April, 2017 - 499.59 5,345.72 4,759.00 807.63 - 11,411.94

Profit for the year - - 20,139.29 - - - 20,139.29

Other comprehensive income - - - - - 30.81 30.81

Total comprehensive income - 499.59 25,485.01 4,759.00 807.63 30.81 31,582.04

Payment of dividends on equity shares - Interim * - - (12,532.80) - - - (12,532.80)

Payment of dividends on equity shares - Final ** - - (2,492.56) - - - (2,492.56)

Tax on Dividend - - (507.43) - - - (507.43)

Transfer to debenture redemption reserve - - (5,916.00) 5,916.00 -

Balance as at 31st March, 2018 - 499.59 4,036.22 10,675.00 807.63 30.81 16,049.25

* Interim Dividend Rs.0.4164 per share on 29th June, 2017, Rs.0.4159 per share on 29th September, 2017 and Rs.0.52 per share on 31st March, 2018.

** Final Dividend Rs.0.3245 per share on 05th September, 2017.

Amount in ₹ Lakhs

Particulars

Equity Component

of compound

financial instruments

Deemed

Equity

Contribution

from Holding

Company

Retained

Earnings

Debenture

Redemption

Reserve

Capital

Reserve

Other

Comprehensive

Income Total

Balance as at 1st April, 2016 204.47 - 2,210.94 1,343.00 807.63 - 4,566.04

Profit for the year - - 6,865.64 - - - 6,865.64

Redemption of compulsory convertible debenture (519.33) - - - - (519.33)

Transfer to retained earning 314.86 - (314.86) - -

Fair value of corporate guarantee - 499.59 - - - 499.59

Transfer to debenture redemption reserve - - (3,416.00) 3,416.00 -

Balance as at 31st March, 2017 - 499.59 5,345.72 4,759.00 807.63 - 11,411.94












Notes forming part of Financial Statements

3. Property, Plant and Equipment

₹ Lakhs

Description Freehold Land Buildings Roads Plant and

Equipment

Transmission

lines and cable

network

Total

Cost

Balance as at 1st April, 2017 5,095.00 1,203.49 173.66 2,83,227.43 4,370.69 2,94,070.27

Additions 1,109.44 3,708.81 188.58 1,28,606.79 9,458.44 1,43,072.06

Disposals - - - - - -

Balance as at 31st March, 2018 6,204.44 4,912.30 362.24 4,11,834.22 13,829.13 4,37,142.33

Accumulated depreciation and impairment

Balance as at 1st April, 2017 - 185.29 47.32 40,018.00 572.27 40,822.88

Depreciation Expense - 116.59 42.69 20,319.63 410.63 20,889.54

Eliminated on disposal of assets - - - - - -

Balance as at 31st March, 2018 - 301.88 90.01 60,337.63 982.90 61,712.42

Net carrying amount

As at 31st March, 2018 6,204.44 4,610.42 272.23 3,51,496.59 12,846.23 3,75,429.91

As at 31st March, 2017 5,095.00 1,018.20 126.34 2,43,209.43 3,798.42 2,53,247.39

Note:

1. Amount of borrowing cost capitalised Rs.3,937.25 lakhs for the year ended 31st March,2018.

2. The Company has created charge on certain assets in favour of lenders. Refer note 14.

₹ Lakhs

Description Freehold Land Buildings -

Plant

Roads Plant and

Equipment

Transmission

lines and cable

network

Total

Cost

Balance as at 1st April, 2016 4,018.23 447.89 173.66 1,74,537.57 3,113.76 1,82,291.11

Additions 1,076.77 755.60 - 1,08,689.86 1,256.93 1,11,779.16

Balance as at 31st March, 2017 5,095.00 1,203.49 173.66 2,83,227.43 4,370.69 2,94,070.27


Balance as at 1st April, 2016 - 149.58 25.01 26,443.46 325.06 26,943.11

Depreciation Expense - 35.71 22.31 13,574.54 247.21 13,879.77

Balance as at 31st March, 2017 - 185.29 47.32 40,018.00 572.27 40,822.88

Net carrying amount

As at 31st March, 2017 5,095.00 1,018.20 126.34 2,43,209.43 3,798.42 2,53,247.39

As at 31st March, 2016 4,018.23 298.31 148.65 1,48,094.11 2,788.70 1,55,348.00

Note: Amount of borrowing cost capitalised Rs.2,541.20 lakhs for the year ended 31st March, 2017.



4. Investments

As at As at As at As at

31st March, 2018 31st March, 2017 31st March, 2018 31st March, 2017

Quantity Quantity ₹ Lakhs ₹ Lakhs

A Non - Current

Investments carried at cost

Indo Rama Renewable Jath Limited 10 6,03,00,000 6,03,00,000 8,412.59 8,412.59

Poolavadi Windfarms Limited 10 50,000 50,000 5.00 5.00

Nivade Windfarms Limited 10 50,000 50,000 5.00 5.00

Supa Windfarms Limited 10 50,000 50,000 5.00 5.00

Tata Power Green Energy Limited 10 - 50,000 - 2.52

Walwhan Renewable Energy Limited * 10 61,13,55,942 61,13,55,942 3,73,335.54 3,80,356.53

(formely: Welspun Renewables Energy Private Limited)

Vagarai Windfarms Limited 10 3,78,000 50,000 37.80 5.00

Aggregate amount of unquoted investment 3,81,800.93 3,88,791.64



Quantity Quantity ₹ Lakhs ₹ Lakhs

B Current

Investments carried at Fair Value through Profit and Loss

Investments in Mutual Funds (Quoted)

DSP Blackrock Liquidity Fund - Direct Plan - Growth 1,000 7,669.92 41,487.91 190.62 964.92

Baroda Pioneer Liquid Fund - Plan B (Direct) 1,000 - 88,860.29 - 1,661.71

Axis Liquid Fund - Direct Plan - Growth 1,000 52,909.67 2,65,054.42 1,019.85 4,779.53

JM High Liquidity Fund - Direct Plan - Growth 10 1,14,536.06 1,07,27,254.37 54.49 4,775.12

Tata Money Market Fund - Direct Plan - Growth 1,000 16,124.56 72,065.78 441.55 1,847.13

Sundaram Money Fund - Direct - Growth 10 - 1,60,64,421.48 - 5,509.33

L&T Liquid Fund - Direct - Growth 1,000 600.03 - 14.30 -

Kotak Liquid Direct Growth 1,000 90.92 - 3.20 -

Invesco India Credit Opportunities - Direct - Growth 1,000 3,212.00 - 64.53 -

Invesco India Liquid Fund - Direct Plan - Growth 1,000 64,308.71 3,17,905.59 1,538.37 7,116.88

Aggregate amount of quoted investment 3,326.91 26,654.62

Face Value

in Rs.

Fully Paid

Face Value

in Rs.

Fully Paid

* The Company acquired 100% equity shares of Welspun Renewable Energy Private Limited (now Walwhan Renewable Energy Limited) on 14th September 2016 (Closing

date). The purchase consideration was provisionally determined at Rs.3,78,230 lakhs for the purpose of initial accounting. As per the Share purchase agreement, the

consideration was to be adjusted for certain events existing at the closing date. During the year, the Company has adjusted the fair value of consideration by Rs.7,021 lakhs

(previous year Rs.NIL) and has retrospectively adjusted the provisional amounts recognized at the acquisition date as per the requirements of Ind AS.

Investment in Equity Shares of Subsidiary

Companies (unqouted)



5. Loans

As at As at


₹ Lakhs ₹ Lakhs

A. Non-current

Unsecured Loans to Related Parties, considered good

Chirasthaayee Saurya Limited 7,950.00 -

Vagarai Windfarm Limited 11,495.84 -

Indo Rama Renewables Jath Limited 6,750.00 -

26,195.84 -

As at As at


₹ Lakhs ₹ Lakhs

B. Current


Indo Rama Renewables Jath Limited 500.00 15,089.63

Vagarai Windfarm Limited 306.16 -

Walwhan Renewable Energy Limited - 26,000.00

(formely: Welspun Renewables Energy Private Limited)

806.16 41,089.63

6. Other Financial Assets

As at As at


₹ Lakhs ₹ Lakhs

A. Non-current

(i) Security Deposits

Unsecured, considered good 81.30 21.05

Doubtful 0.50 50.50

81.80 71.55

Less: Allowance for Bad and Doubtful Deposits 0.50 50.50

81.30 21.05

(ii) Government Grants Receivables * 802.54 -

Total 883.84 21.05

B. Current

(i) Accruals

Unsecured, considered good

Interest Accrued on Bank Deposits 0.08 10.71

Interest Accrued on Loans and Advances to Related Parties

Walwhan Renewable Energy Limited - 1,530.94

Vagarai Windfarm Limited 0.32 -

Chirasthaayee Saurya Limited 284.44 -

284.84 1,541.65

(ii) Others


Dividend Receivable 5,441.07 -

Other Receivables

From Related Party

Vagarai Windfarm Limited 1,000.36 -

Indo Rama Renewables Jath Limited 10.73 11.07

From Others 0.13 7,258.92

6,452.29 7,269.99

(iii) Government Grants Receivables * 4,025.00 -

Total 10,762.13 8,811.64

7. Non-current tax Assets

As at As at


₹ Lakhs ₹ Lakhs

Advance Income-tax (Net of provision) 1,138.20 714.92

1,138.20 714.92

* Company is eligible for government grant for Charanka and Palaswadi phase II project. Company has recognised the same at fair

value. Company is in the process of creating charge on the said project asset in the favour of Solar Enery Coporation of India. Once

charge is created, Company will file application for release of the grant.



8. Other Assets

As at As at


₹ Lakhs ₹ Lakhs

A. Non-current

(i) Capital Advances

Capital Advances - Secured considered good 140.00 140.00

(ii) Balances with Government Authorities

Value Added Tax Receivable 293.98 248.25

(iii) Unamortised Premium for Leasehold Land

Payments Towards Leasehold Land 421.58 351.18

Deferred rent Expenses 1,175.25 951.20

1,596.83 1,302.38

(iv) Others

Prepaid Expenses 169.51 -

Total 2,200.32 1,690.63

B. Current

(i) Unamortised Premium for Leasehold Land

Payment towards Leasehold Land 17.69 17.69

(ii) Other Loans and Advances

Prepaid Expenses 96.87 45.72

Advances to Vendors 21.70 -

Deferred Rent Expense 24.00 13.95

Other Advances

Employees 1.45 -

Others 17.31 18.73

161.33 78.40

Less: Allowance for Bad and Doubtful Advances - -

161.33 78.40

Total 179.02 96.09

9. Trade Receivables

As at As at


₹ Lakhs ₹ Lakhs

Trade Receivables-Unsecured, considered good 6,054.13 3939.87

Total 6,054.13 3,939.87

Notes:

As at As at


₹ Lakhs ₹ Lakhs

Within the credit period 2,968.06 854.64

1-90 days past due 1,452.77 1,259.15

91-182 days past due 288.28 1,182.08

More than 182 days past due 1,345.02 644.00

1)(a) The average credit period is 30 to 45 days in respect of receivables pertaining to sale of power. No interest is charged

on trade receivables for the first 30 days from date of receipt of invoice by customers. Thereafter, interest is charged at the

rates prescribed by the Power Purchase Agreement (PPA) on the outstanding balance once the dues are received.

1)(b) In respect of Generation Benefit Incentive (GBI), receivables for Indian Renewable Energy Development Authority

(IREDA) there is no specified credit period and the amounts are received by the Company as and when funds are

disbursed to IREDA by Government of India.

2) The Company supplies power to various State Distribution companies, Central Givernment Nodal Agencies and to

holding company under long term PPA between the company and procurers. GBI is directly billed to IREDA as per GBI

policy.

3) Age of receivables

The concentration of credit risk is limited due to the fact that the entire customer base consist of Central / State government

owned entities and holding company and there has been no past instances of default.



10. Cash and Cash Equivalents

As at As at


₹ Lakhs ₹ Lakhs

Balances with Banks:In Current Accounts 2,740.51 755.44

In Deposit Accounts (with original maturity less than three months) - 6,488.75

2,740.51 7,244.19

For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:

As at As at


₹ Lakhs ₹ Lakhs

Balances with Banks:

In Current Accounts 2,740.51 755.44

In Deposit Accounts (with original maturity less than three months) - 6,488.75

2,740.51 7,244.19

Bank Overdraft - (50.81)

Total 2,740.51 7,193.38

11. Other Balances with Banks

As at As at


₹ Lakhs ₹ Lakhs

(a) 0.75 0.75

(b) - 4,519.87

(c) in current escrow account* - 590.76

0.75 5,111.38

* Pertaining to acquisition of 100% shares of Walwhan Renewable Energy Limited (formely; Welspun Renewables Energy Pvt Ltd)

in deposit escrow account*

in deposit account



12 A. Equity - Share Capital

Number ₹ Lakhs Number ₹ Lakhs

Authorised

1,39,25,00,000 fully paid equity shares of ₹ 10 each 139,25,00,000 1,39,250.00 139,25,00,000 1,39,250.00

Issued

1,04,51,07,715 1,04,510.77 56,61,07,715 56,610.77

Subscribed and Paid-up

104,51,07,715 1,04,510.77 56,61,07,715 56,610.77

104,51,07,715 1,04,510.77 56,61,07,715 56,610.77

(i) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity Shares

As at 31st March, 2018 As at 31st March, 2017

₹ Lakhs ₹ Lakhs

56,61,07,715 50,61,07,715

47,90,00,000 6,00,00,000

Outstanding at the end of the year 1,04,51,07,715 56,61,07,715

(ii)

(iii) The entire share capital of the company is held by The Tata Power Company Limited, the holding company.

12 B. Unsecured Perpetual Securities


₹ Lakhs ₹ Lakhs

Opening balance 3,89,500.00 -

Add: Issued during the year - 3,89,500.00

Closing balance 3,89,500.00 3,89,500.00

The company has only one class of equity shares having a par value of Rs. 10 per share. Each equity shareholder is eligible for one vote per share held. Each equity

shareholder is entitled to dividend as and when the company declares and pays dividend after obtaining shareholders approval. Dividends are paid in Indian Rupees.

104,51,07,715 fully paid equity shares of ₹ 10 each (as at 31st

March,2017 : 56,61,07,715).

As at 31st March, 2018

Total Issued, Subscribed and fully Paid-up Share Capital


1,04,51,07,715 fully paid equity shares of ₹ 10 each (as at 31st

March,2017 : 56,61,07,715).


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 all preferential

amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Tata Power Company Limited (Holding Company) has provided a loan of Rs.3,89,500 lakhs to the Company by way of unsecured perpetual debt. The debt is perpetual in

nature with no maturity/redemption terms and is repayable only at the option of the Company. The interest on the perpetual securities is non-cumulative in nature. The

distribution on these securities is subject to the availability of profits and the consolidated debt to equity ratio of the company as per last audited financial statement is less

than 2.33 without considering this perpetual debt. Such distribution would be at the rate at which dividend has been declared by the Company on equity shares for the

relevant financial year. If no dividend is declared by the Company on equity shares in a given financial year, no interest shall be accrued, due or payable by the Company to

Tata Power for such financial year. As these securities are perpetual in nature and ranked senior only to the share capital of the company and do not have any redemption

obligation, these are considered to be in the nature of equity instruments.

Issued during the year

Terms/rights attached to Equity Shares



13. Other Equity

As at As at


₹ Lakhs ₹ Lakhs

A Debenture Redemption Reserve

Opening Balance 4,759.00 1,343.00

Add: Amount transferred from Retained Earnings 5,916.00 3,416.00

Closing Balance 10,675.00 4,759.00

B. Capital Reserve

Opening Balance 807.63 807.63

Add: Amount transferred from Surplus in Statement of Profit and Loss - -

Closing Balance 807.63 807.63

C. Retained Earnings

Opening balance 5,345.72 2,210.94

Add: Other Comprehensive Income/(Expense) arising from

Remeasurement of Defined Benefit Obligation (Net of Tax) 30.81 -

Profit for the year 20,139.29 6,865.64

Less: Dividend Declared (net of tax)

Payment of dividends on equity shares - Interim 12,532.80 -

Payment of dividends on equity shares - Final 2,492.56 -

Tax on Dividend 507.43 -

Equity Component of Compound Financial Instrument - 314.86

Transfer to Debenture Redemption Reserve 5,916.00 3,416.00

Closing Balance 4,067.03 5,345.72

D. Deemed equity contribution from holding company

Opening Balance 499.59 -

Add: Fair value of corporate guarantee - 499.59


E. Equity Component of Compound Finance Instrument

Opening Balance - 204.47

Less: Fair Value on redemption of Compulsory Convertible Debentures (CCD) - (519.33)

Add: Redemption premium on CCD transfer to retain earning - 314.86

Closing Balance - -

Total 16,049.25 11,411.94

Nature and purposes of reserves

Debenture Redemption Reserve

Capital Reserve

Retained Earnings

Deemed equity contribution from holding company

Capital Reserve has been created consequent to Scheme of Amalgamation between NSW and cannot be utilized toward distribution of dividend.

Retained earnings are the profit of the Company earned till date net of appropriations.

The Tata Power Company has provided corporate guarantee of Rs.2,73,500 lakhs (Rs.2,22,500 lakhs as on 31st March, 2017) for TPREL NCD

and term loan. This has benefited the company by way of its ability to raise loans at lower interest rate. As per IND AS 113, an entity shall measure

the fair value of an liability using the assumptions that market participants would use when pricing the liability, assuming that market participants

act in their economic best interest. Accordingly fair value was derived using interest saved approach. This amount is amortised over the period of

loan against which guarantee was taken.

The Company is required to create a Debenture Redemption Reserve out of the profits which is available for payment of dividend for the purpose

of redemption of debentures.



14. Non-current Borrowings


Non-current Current Non-current Current

₹ Lakhs ₹ Lakhs ₹ Lakhs ₹ Lakhs

(A) Unsecured - At Amortised Cost

Redeemable Non-Convertible Debentures a

(a) 8.99% Series 2027 39,737.15 - 39,701.48 -

(b) 9.38% Series 2025 42,262.70 - 42,238.00 -

(c) 8.99% Series 2023 17,385.00 - 17,372.55 -

(d) 8.45% Series 2022 49,773.84 - - -

(A) 1,49,158.69 - 99,312.03 -

Term loan from Bank

(e) HDFC Bank 49,710.99 - 29,885.09 -

(B) 49,710.99 - 29,885.09 -

(B) Secured - At Amortised Cost

Term Loans from Banks

(f) IDFC Bank b 9,880.93 949.02 10,829.95 902.33

(g) Kotak Mahindra Bank c 21,840.22 228.38 22,900.67 232.82

(h) Axis Bank d 49,094.82 500.00 - -

80,815.97 1,677.40 33,730.62 1,135.15

Term Loans from Others

(i) IDFC Infrastructure Finance Limited b 3,004.75 197.40 3,202.14 177.10

3,004.75 197.40 3,202.14 177.10

(C) 83,820.72 1,874.80 36,932.76 1,312.25

(A) + (B) + (C) 2,82,690.40 1,874.80 1,66,129.88 1,312.25

a

b

c

d

Security

The NCDs are backed by unconditional and irrevocable Corporate Guarantee (CG) from The Tata Power Company Ltd for all amounts due

under the facility including but not limited to interest, principal amount, penal interest and any other costs/charges under the issue. CG shall

remain valid till the issue is completely redeemed.

Lenders have first charge over the entire movable assets, both present and future, cash flows, receivables, book debts, revenues, all bank

accounts, all intangibles present and future pertaining to the 28.8 MW Solar Palaswadi Plant.


accounts, all intangibles present and future pertaining to the 44 MW Lahori Wind Plant.


accounts, all intangibles present and future pertaining to the 100 MW Pavagada solar project. The loan is backed by unconditional and

irrevocable Corporate Guarantee (CG) from The Tata Power Company Ltd for all amounts due under the loan including but not limited to

interest, principal amount, penal interest and any other costs/charges under the issue. CG shall remain valid till the issue is completely

redeemed.



14 Non-current borrowings (continue)

Terms of Repayment Amount in ₹ Lakhs

Amount outstanding

as on 31st March,

2018

FY 18-19 FY 19-20 FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 FY 28-29 FY 29-33

(a) Unsecured Borrowing - at amortised cost

Redeemable Non-Convertible Debentures

(i) 8.99% Series 2027 40,000.00 - - - - - 7,000.00 7,000.00 7,000.00 19,000.00 - - -

(ii) 9.38% Series 2025 42,500.00 - - - - 14,165.25 14,165.25 14,169.50 - - - - -

(iii) 8.99% Series 2023 17,500.00 - - 7,000.00 7,000.00 3,500.00 - - - - - - -

(iv) 8.45% Series 2023 50,000.00 - - - - 50,000.00 - - - - - - -

(A) 1,50,000.00

Term loan from Bank

HDFC Bank (B) 50,000.00 Term loan from HDFC Bank is having structured repayment starting from June 2019 and ending in March 2027.

(b) Secured Borrowing - at amortised cost

Term Loans from Banks

(i) IDFC Bank 10,829.95 Term loan from IDFC Bank is having structured repayment starting from March 2016 and ending in September 2027.

(ii) Kotak Mahindra Bank 22,151.02 Term loan from Kotak Bank is having structured repayment starting from March 2017 and ending in March 2029.

(iv) Axis Bank 50,000.00 Term loan from Axis Bank is having structured repayment starting from June 2018 and ending in March 2033.

82,980.97

Term Loans from Others

(iv) IDFC Infrastructure Finance Limited 3,202.15 Term loan from IDFC Infrastructure is having structured repayment starting from June 2016 and ending in September 2027.

3,202.15

(C) 86,183.12

Total borrowings (A + B + C) 2,86,183.12

650.52

Less: Unamortised portion of fair value of corporate guarantee 967.40

Total long term borrowings 2,84,565.20

Particulars Financial Year

Less: Impact of recognition of borrowing at amortised cost using

effective interest method under Ind AS.



15. Provisions

As at As at


₹ Lakhs ₹ Lakhs

Non-current

Provision for Employee Benefits

Compensated Absences 82.60 -

Gratuity 260.69 -

Post-Employment Medical Benefits 7.15 -

Other Defined Benefit Plans 16.77 -

Other Employee Benefits 16.24 -

Total 383.45 -

As at As at


₹ Lakhs ₹ Lakhs

Current



Gratuity 5.04 -



Total 11.56 -

Tata Power Renewable Energy LimitedNotes forming part of Financial Statements

16. Deferred Tax Liabilities (Net)

As at As at


₹ Lakhs ₹ Lakhs

Deferred Tax Assets (DTA) (6,194.00) -

Deferred Tax Liabilities (DTL) 6,730.00 1,920.00

Total Net Deferred Tax Liability 536.00 1,920.00

For year ended 31st March, 2018

Deferred Tax Liability on account of: Opening Balance Recognised Closing Balance

Property, plant and equipment 1,930.75 4,191.25 6,122.00

EIR impact on borrowings - 565.00 565.00

Mutual funds carried at FVTPL (10.75) 18.75 8.00

Other non-current financial assets - 19.00 19.00

Other comprehensive income - 16.00 16.00

Total DTL 1,920.00 4,810.00 6,730.00

Deferred Tax Assets on account of: Opening Balance Recognised Closing Balance

MAT credit - (4,388.00) (4,388.00)

Other comprehensive income - - -

Government grants - (1,773.00) (1,773.00)

Other non-current financial assets - (33.00) (33.00)

Total DTA - (6,194.00) (6,194.00)

For year ended 31st March, 2017

Deferred Tax Liability on account of: Opening Balance Recognised Closing Balance

Property, plant and equipment 991.43 939.32 1,930.75

EIR impact on borrowings 28.78 (28.78) -

Mutual funds carried at FVTPL 43.39 (54.14) (10.75)

Other non-current financial assets - - -

Total DTL 1,063.60 856.40 1,920.00

Deferred Tax Assets on account of: Opening Balance Recognised Closing Balance

MAT credit - - -

Other comprehensive income - - -

Government grants - - -

Other non-current financial assets 25.35 25.35 -

Total DTA 25.35 25.35 -

Tata Power Renewable Energy LimitedNotes forming part of Financial Statements17. Other Non-current Liabilities

As at As at


₹ Lakhs ₹ Lakhs

Deferred Revenue Grant

- Opening -

- Add: Recognised during the year 4,833.07 -

- Less: Amortised during the year 97.17 -

- Less: Transfer to current liability 170.54 -

- Closing balance 4,565.36 -

18. Current Borrowings

As at As at


₹ Lakhs ₹ Lakhs

Unsecured - At Amortised Cost

From Banks

Bank Overdraft - 50.81

From Others

Commercial Paper (maximum outstanding

Rs.100,000 lakhs, previous year Rs.100,000

lakh)

49,559.64 79,424.79

Total 49,559.64 79,475.60

19. Other Financial Liabilities

As at As at


₹ Lakhs ₹ Lakhs

Current

(a) 1,874.80 1,312.25

(b) Interest accrued but not due on Borrowings 6,536.80 2,437.56

(c) Payables towards Purchase of Fixed Assets 17,010.65 70,414.04

(d) Dividend payable to Holding Company 5,441.07 -

(e) Corporate guarantee commission payable to Holding Company 595.26 -

(f) Other Financial Liabilities 5,571.35 17,755.59

Total 37,029.93 91,919.44

As at As at


₹ Lakhs ₹ Lakhs

20. Other Liabilities

Current

Deferred Revenue Grant

- Opening balance - -

- Add: Recognised during the year - -

- Add: Transfer from non-current liability 170.54 -

- Less: Amortised during the year - -

- Closing balance 170.54 -

Statutory Liabilities 331.32 868.40

Other Liabilities 1.45 -

503.31 868.40

Current Maturities of Long-term Debt (refer note 14)



21. Revenue from Operations



₹ Lakhs ₹ Lakhs

(a) Revenue from Power Supply 45,079.09 28,748.15

(Less): Cash Discount (297.67) (260.82)

44,781.42 28,487.33

(b) Other Operating Revenue

Generation Based Incentive 2,862.01 1,901.69

Compensation Earned 1,568.31 1,403.67

Sale of Carbon Credits 108.12 14.93

Amortisation of deferred grant 91.63 -

Miscellaneous Revenue 24.33 -

4,654.40 3,320.29

Total 49,435.82 31,807.62

22. Other Income


31st March, 2018 31st March, 2017₹ Lakhs ₹ Lakhs

(a) Interest Income

On Financial Assets held at Amortised Cost

Interest on Banks Deposits 180.61 134.45

Interest on loans to Subsidiaries 3,219.25 3,002.26

Interest on CCD of Subsidiaries - 1,615.56

Other Interest 0.62 1,500.00

3,400.48 6,252.27

(b) Dividend Income

From Non-current Investments

Subsidiaries 12,532.80 -

12,532.80 -

(c) Gain on Investments

Gain on fai value/sale of Current Investment measured at FVTPL 1,296.69 1,682.96

1,296.69 1,682.96

(d) Other Non-operating IncomeDelayed Payment Charges 36.05 283.66

Miscellaneous Income 29.17 17.77

Provision for Doubtful Debts written back 50.00 22.76

115.22 324.19

Total 17,345.19 8,259.42

23. Employee Benefits Expense



₹ Lakhs ₹ Lakhs

Salaries, Wages and Bonus 473.61 7.25

Contribution to Provident Fund 14.38 -

Contribution to Superannuation Fund 8.03 -

Retiring Gratuities 24.70 -

Leave Encashment 5.84 -

Pension 0.20 -

Staff Welfare Expenses 40.88 1.82

567.64 9.07

24. Finance Costs



₹ Lakhs ₹ Lakhs

(a) Interest Expense:

Borrowings

Interest on Debentures 12,252.12 8,215.96

Interest on Loans - Banks & Financial Institutions 8,710.39 4,297.63

Interest on Loans - Holding Company - 814.58

Interest on Commercial Paper 2,729.99 2,183.52

Others

Other Interest and Commitment Charges 2.01 30.50

23,694.51 15,542.19

Less: Interest Capitalised * 3,920.80 2,541.20

19,773.71 13,000.99

(b) Other Borrowing Cost:

Other Finance Costs 292.46 183.17

Less: Finance cost Capitalised * 16.45 -

276.01 183.17

20,049.72 13,184.16

* The weighted average capitalisation rate on the Company's general borrowings is 8.12% per annum (8.10% per annum for 31st March,

2017).



25. Other Expenses


31st March, 2018 31st March, 2017₹ Lakhs ₹ Lakhs

Rental of Land, Buildings, Plant and Equipment, etc. 21.27 0.69

Repairs and Maintenance 1,816.16 1,102.70

Rates and Taxes 189.58 37.09

Insurance 349.64 134.92

Other Operation Expenses 82.67 155.12

Penalty 684.00 -

Travelling and Conveyance Expenses 37.48 44.18

Electricity Consumed 263.42 114.76

Other Fees 126.67 128.16

Business Development Expenditure 53.22 99.05

Consultants' Fees 222.25 9.24

Auditors' Remuneration 62.11 54.65

Cost of Services Procured 456.41 939.45

Amortisation of Leasehold Land 17.53 15.77

Amortisation of security deposit 17.25 13.91

Donations 0.25 -

Legal Charges 99.58 134.56

Corporate Social Responsibility Expenses 100.00 40.00

Tata Brand Equity 132.35 77.50

Director's Fee 21.39 20.01

Loss on sale of investment 0.77 -

Miscellaneous Expenses 21.07 24.89

Total 4,775.07 3,146.65

Payment to the auditors comprises (inclusive of service tax / Goods & Service Tax):



₹ Lakhs ₹ Lakhs

As Auditors - Statutory Audit * 27.18 24.72

For Taxation Matters 4.48 4.03

For Other Services * 29.95 25.90

Reimbursement of Expenses * 0.50 -

Total 62.11 54.65

(ii) Corporate Social Responsibility Expenses



₹ Lakhs ₹ Lakhs

Contribution to Tata Power Community Development Trust 100.00 40.00

Expenses incurred by the Company - -

Total 100.00 40.00

Amount required to be spent as per section 135 of the Act 96.94 40.00

Amount spent during the year on:

(a) Construction/Acquisition of asset - -

(b) On purposes other than (a) above 100.00 40.00

* During the financial year, SRBC & Co LLP was appointed as statutory auditors from September 2017. Fees of new auditor

included above is Rs.19.44 lakhs.

26. Contingent Liabilities:

27. Commitments :

28.

(a) Names of the related parties and description of relationship:

Name of the Related Party Country of Origin

Holding Company

The Tata Power Company Limited (TPCL) India

Wholly owned Subsidiaries

Tata Power Green Energy Limited (till 16-Jun-2017) India

Supa Windfarms Limited India

Nivade Windfarms Limited India

Poolavadi Windfarms Limited India

Vagarai Windfarm Limited India

India

India

Tata Power Solar Systems Limited (TPSSL) India

Tata Power Trading Company Limited (TPTCL) India

India

Key Management Personnel

Rahul Shah (Director) India

Jinendra Patil (CFO) India

Nawshir Mirza (Independent Director) India

Sanjay Bhandarkar (Independent Director) India

Anjali Kulkarni (Director) India

Walwhan Renewables Energy Limited and its subsidiary

(WREL) - with effect from 14-Sep-2016

Indo Rama Renewables Jath Limited (IRRJL) -

with effect from 19-May-2016

Fellow Subsidiaries (where transactions have taken place)

Chirasthaayee Saurya Limited (CSL)

(a) Estimated amount of contracts remaining to be executed (net of capital advance) on Capital account and not provided for ₹

3,026.87 lakhs (31st March, 2017 ₹ 24,616 lakhs).

(a) As at 31st March, 2018, there is NIL income tax dispute (₹ 124.13 lakhs as on 31st March, 2017).

(c) The Company has provided Corporate Guarantee of ₹ 7,889 Lakhs (31st March, 2017 ₹ 180,417.10 lakhs) on behalf of

Walwhan Renewable Energy Limited (WREL) and Bank Guarantee issued ₹ 22,200.92 lakhs (including Rs.1,509.90 lakhs on

behalf of WREL) as on 31st March, 2018 (31st March, 2017 ₹ 17,404.90 lakhs, including ₹ 2,009.90 lakhs on behalf of

WREL).

(b) WREL has taken credit facility of Rs.2,18,600 lakhs from State Bank of India. Against this facility of WREL, the Company

has undertaken that it shall, without recourse to any of the assets of the WREL, bring in additional funds to meet any shortfall

in debt servicing obligations of the WREL on account of any downward revision / re-negotiation in the tariff.

Disclosure as required by Indian Accounting Standard 24 (IND AS-24) "Related Party Disclosures" as notified under the

Companies (Accounts) Rules, 2014 is as follows:

(b) As at 31st March, 2018, there is a demand of ₹ 55.12 lakhs (₹ NIL as on 31st March, 2017) related to VAT Assessment for

FY 2013-14. The company is in the process of filing an appeal against the aforesaid order.

(c) Walwhan Solar MP Limited (WSML) has taken credit facility of Rs.14,500 lakhs from Kotak Mahindra Bank. Against this

facility, The Company has undertaken that it shall, without recourse to any of the assets of the (WSML), bring in additional

funds to meet any shortfall in debt servicing obligations of the WSML on account of rating downgrade below AA- by any rating

agency or more than 50% of receivables are due for more than 180 days.



28 (b) Details of Transactions / Balances Outstanding:

Amount in '₹ lakhs

Particulars TPCL WREL IRRJL VWL CSL TPSSL TPTCL

Key

Management

Personnel

Operation / Project Management Service 601.13 - - - - - - -

210.21 - - - - - - -

Receiving of Services 59.40 - - - - 625.40 1.53 -

471.27 - - - - 332.02 - -

Other Income - - 4.96 - - - - -

- 4.34 5.65 - - - - -

Purchase of Fixed asset - - - - - 1,29,837.32 -

- - - - - 73,878.17 0.28 -

Guarantees given including corporate guarantee 2,21,000.00 - - - - - - -

1,72,500.00 - - - - - - -

Guarantees returned including corporate guarantee 1,70,000.00 - - - - - - -

11,457.41 - - - - - - -

Guarantee issued including corporate guarantee - - - - - - - -

- 3,75,694.90 - - - - - -

Guarantee returned including corporate guarantee - 1,73,028.00 - - - - - -

- 1,93,267.90 - - - - - -

Fair value of corporate guarantee 661.40 - - - - - - -

499.73 - - - - - - -

Interest Expenditure - - - - - - - -

814.58 - - - - - - -

Interest Income - 1,640.96 1,048.15 214.09 316.04 - - -

- 3,429.89 1,187.93 - - - - -

Dividend Received - 12,532.80 - - - - - -

- - - - - - - -

Dividend Paid 15,025.36 - - - - - - -

- - - - - - - -

Prepetual securities issued - - - - - - - -

3,89,500.00 - - - - - - -

Borrowings Received - - - - - - - -

17,600.00 - - - - - - -

Borrowings Repaid (including conversion in equity) - - - - - - - -

28,200.00 - - - - - - -

Equity Contribution (including Share Application Money

pending for allotment and conversion of debt)47,900.00 - - - - - - -

22,800.00 - - - - - - -

Investment in equity (including conversion) - - - 32.80 - - - -

- 21,849.57 - 5.00 - - - -

Sale of Power 6,407.00 - - - - - - -

6,843.60 - - - - - - -

Cash Discount given 83.08 - - - - - - -

83.87 - - - - - - -

Loans given or assigned - - - 11,842.00 7,950.00 - - -

- 67,100.00 15,089.63 - - - - -

Loans given (received back) - 26,000.00 7,839.63 40.00 - - - -

- 41,400.00 - - - - - -

Expenses incurred on behalf of - - 96.82 52.14 - - 0.22 -

- - 11.83 - - - - -

Remuneration * - - - - - - - 257.68

- - - - - - - 194.36

Sale of Investment 1.74 - - - - - - -

- - - - - - - -

Balance Outstanding

Perpetual securities outstanding 3,89,500.00 - - - - - - -

3,89,500.00 - - - - - - -

Loan given outstanding (including interest accrued thereon) - - 7,250.00 11,802.32 8,234.44 - - -

- 27,530.94 15,089.63 - - - - -

Dividend Payable 5,441.07 - - - - - - -

- - - - - - - -

Other Payables 667.67 - - - - 15,377.45 0.22 -

441.64 - - - - 35,722.60 - -

Other Receivable 444.82 5,441.07 10.41 1,000.36 - - -

519.00 4.34 5.65 - - - - -

Fair value of corporate guarantee 499.59 - - - - - - -

499.59 - - - - - - -

Guarantees given on behalf of TPREL 2,73,500.00 - - - - - - -

2,22,500.00 - - - - - - -

Guarantees given on behalf of WREPL - 9,399.00 - - - - - -

- 1,82,427.00 - - - - - -

Above related party transactions are in ordinary course of business and are at arm's length.

Note: Previous year's figures are in Italics. Comparative period of the movement is for the period 01st April, 2016 to 31st March, 2017 and closing balance is for the year ended 31st

March, 2017

* Key Managerial Personnel are entitled to post-employment benefits and other long term employee benefits recognised as per Ind AS 19 - ‘Employee Benefits’ in the financial

statements. As these employee benefits are lump sum amounts provided on the basis of actuarial valuation, the same is not included above.


29 Tax expense reconcilitaion



₹ Lakhs ₹ Lakhs

Current tax

In respect of the current year 1,720.00 2,100.00

In respect of the previous years 39.75 -

1,759.75 2,100.00

Deferred tax

In respect of the current year 2,650.76 881.75

In respect of the previous year 308.97

Adjustments to deferred tax attributable to changes in tax rates 28.27 -

MAT Credit in respect of current year (1,522.00) -

MAT Credit in respect of pervious years (2,866.00) -

(1,400.00) 881.75

Total income tax expense recognised in the current year 359.75 2,981.75

The income tax expense for the year can be reconciled to the accounting profit

as follows:



₹ Lakhs ₹ Lakhs

Profit before tax 20,499.04 9,847.39

Income tax expense calculated at 34.608% 7,094.31 3,408.18

Effect of expenses that are not deductible in determining taxable profit 259.51 -

Effect of non-taxable dividend income (4,337.35) -

Effect of Tax Holiday period (355.89) (371.71)

Effect of additional tax on account of Minimum Alternate Tax (MAT) applicability - 959.21

Effect of MAT credit recognition for previous years (2,866.34) -

Effect of Tax on reversals during 80IA period - (1,031.22)

Effect of deferred tax pertaining to previous year 308.97 -

Effect of deferred tax recognised on unamortised upfont fees 267.89 -

Effect of deferred tax balances due to changes in income tax rate from 34.608% to

34.94%

28.27 -

Effect of Tax on Other Items (39.62) 17.29

Income tax expense recognised in statement of profit or loss 359.75 2,981.75


1. The tax rate used for the year 2017-18 and 2016 - 17 is the coporate tax rate of 34.608% payable by corporate entities in India on

taxable profits under the Indian tax law.

2. The Company has to pay taxes based on the higher of income tax profit of the company or MAT at 21.3416% of book profit.

3. The rate used for calculation of deferred tax is 34.94% for 2017-18 and for 2016-17 rate was 34.608%.



30. Employee benefit plan

30.1

30.2

30.2.1 The Company operates the following unfunded/funded defined benefit plans:

Unfunded:

Post Employment Medical Benefits

Pension

Ex-Gratia Death Benefit

Retirement Gift

Gratuity

30.3

Valuation as at 31st March, 2018 31st March, 2017

Discount Rate 7.70% p.a. NA

Salary Growth Rate

- Management 7.00% p.a. NA

- Non-Management 5.00% p.a. NA

Turnover Rate - Age 21 to 44 years



Turnover Rate - Age 45 years and above



Mortality Table Indian Assured

Lives Mortality

(2006-08)

(modified) Ult

NA

Annual Increase in Healthcare Cost 8% p.a. NA

Unfunded Plan: For Year ended

31st March, 2018

₹ Lakhs

Balance as at 1st April, 2017 Nil Current service cost 13.47

Past service cost Nil

Interest Cost/(Income) 15.32

Amount recognised in statement of profit and loss 28.79

Remeasurement (gains)/losses

Actuarial (gains)/losses arising from changes in financial assumptions (39.00)

Actuarial (gains)/losses arising from changes in demographic assumptions 7.25

Actuarial (gains)/losses arising from experience (15.06)

Amount recognised in other comprehensive income (46.81)

Benefits paid (0.71)

Acquisitions credit/(cost) 310.79

Balance as at 31st March, 2018 292.06

The principal assumptions used for the purposes of the actuarial valuations were as follows:

The Company operates a defined benefit pension plan for employees who have completed 15 years of continuous service. The plan provides

benefits to members in the form of a pre-determined lumpsum payment on retirement.

The Company has a defined benefit plan granting ex-gratia in case of death during service. The benefit consists of a pre-determined lumpsum

amount alongwith a sum determined based on the last drawn basic salary per month and the length of service.

The Company has a defined benefit plan granting a pre-determined sum as retirement gift on superannuation of an employee.

The Company has a defined benefit gratuity plan. The gratuity plan is primarily governed by the Payment of Gratuity Act, 1972. Employees who

are in continuous service for a period of five years are eligible for gratuity. The level of benefits provided depends on the member's length of

service and salary at the retirement date.

Defined Contribution plan

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for eligible

employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The

contributions as specified under the law are paid to the provident fund set up as a trust by The Tata Power Company Limited. The Company is

generally liable for annual contributions and any shortfall in the fund assets based on the government specified minimum rates of return and

recognises such contributions and shortfall, if any, as an expense in the year it is incurred. Having regard to the assets of the fund and the return

on the investments, the Company does not expect any shortfall in the foreseeable future.

The Company has recognised Rs.14.38 lakhs (31st March, 2017 - Rs.NIL ) for provident fund contributions and Rs.8.03 lakhs (31st March, 2017

- Rs.NIL ) for superannuation contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at

rates specified in the rules of the schemes.

Defined benefit plans

The Company provides certain post-employment health care benefits to superannuated employees. In terms of the plan, the retired employees

can avail free medical check-up and medicines at Company's facilities.



30.4

Change in

assumption

31st March, 2018

0.50% Decrease by 23.13 Increase by 25.65

0.50% Increase by 24.33 Decrease by 22.19

5% Decrease by 36.32 Increase by 4.98

1 year Decrease by 0.33 Increase by 0.33


30.5 The expected maturity analysis of undiscounted defined benefit obligation is as follows:

Within 1 year 7.66

Between 1 - 2 years 7.27




Beyond 5 years 180.67

The weighted average duration of the defined benefit obligation is 8.1 years.

30.6 Risk exposure:

Asset volatility:

Inflation rate risk:

Demographic risk:

This is the risk of variability of results due to unsystematic nature of decrements that include mortality,

withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligations is not

straight forward and depends upon the combination of salary increase, discount rate and vesting criterion.

Unfunded

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are

detailed below:

The plan liabilities are calculated using a discount rate set with reference to government bond yield. If plan

assets underperform this yield, it will result in deficit. These are subject to interest rate risk. To offset the risk,

the plan assets have been deployed in high grade insurer managed funds.

Higher than expected increase in salary will increase the defined benefit obligation.

31st March, 2018

₹ Lakhs

The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the

prior period.

Sensitivity analysis

The sensitivity of the defined benefit obligations to changes in the weighted principal assumptions is:

Increase in assumptionDecrease in

assumption

Discount rate

31st March, 2018

₹ Lakhs

31st March, 2018

₹ Lakhs

Salary growth rate

Claim rates

Mortality rates

Healthcare cost

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions

constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When

calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method

(present value of the defined benefit obligation calculated with the projected unit credit method at the end of the

reporting period) has been applied as when calculating the defined benefit liability recognised in the balance

sheet.



31 Earnings per Share:

For the year ended

31st March, 2018

For the year ended

31st March, 2017

Basic

Net profit for the year attributable to equity shareholders (₹ Lakhs) 20,139.29 6,865.64

Weighted Average Number of Equity Shares for Basic EPS (Nos) 85,44,06,345 52,92,85,797

Par value per equity share (₹) 10.00 10.00

Basic Earnings Per Share (₹) 2.36 1.30

Diluted

Net profit for the year attributable to equity shareholders (₹ Lakhs) 20,139.29 6,865.64

Profit attributable to equity shareholders on dilution (₹ Lakhs) 20,139.29 6,865.64

The weighted average number of equity shares for Basic EPS (Nos) 85,44,06,345 52,92,85,797

Add: Effect of Share application money pending allotment 4,04,60,274 75,94,521

Weighted average number of equity shares for Diluted EPS

(Nos)

89,48,66,619 53,68,80,318

Par value per equity share (₹) 10.00 10.00

Diluted Earnings Per Share (₹) restricted to Basic EPS 2.25 1.28

32 Financial Instruments

a) (i) Financial Assets and Liabilities

The carrying value of financial instruments by categories as of 31st March, 2018 is as follows:

Amount in ₹ Lakhs

Particulars

Fair Value

through Profit

and Loss

Fair Value through

OCIAmortised Cost Total Carrying Value Total Fair Value

Assets :

Cash and Cash Equivalents - - 2,740.51 2,740.51 2,740.51

Trade Receivables - - 6,054.13 6,054.13 6,054.13

Unbilled Revenue - - 5,860.11 5,860.11 5,860.11

Investments (mutual funds) 3,326.91 - - 3,326.91 3,326.91

Other balances with banks - - 0.75 0.75 0.75

Loans - - 27,002.00 27,002.00 27,002.00

Other financial assets - - 11,645.97 11,645.97 11,645.97

Total 3,326.91 - 53,303.47 56,630.38 56,630.38

Liabilities

Fixed rate borrowings (including current maturities) - - 49,773.84 49,773.84 50,023.00

Floating rate borrowings (including current maturities) - - 2,84,351.00 2,84,351.00 2,85,203.78

Trade Payables - - 2,017.03 2,017.03 2,017.03

Other Financial Liabilities - - 35,155.13 35,155.13 35,155.13

Total - - 3,71,297.00 3,71,297.00 3,72,398.94

The carrying value of financial instruments by categories as of 31st March, 2017 is as follows:

Particulars

Fair Value

through Profit

and Loss

Fair Value through

OCIAmortised Cost Total Carrying Value Total Fair Value

Assets :

Cash and Cash Equivalents - - 7,244.19 7,244.19 7,244.19

Trade Receivables - - 3,939.87 3,939.87 3,939.87

Unbilled Revenue - - 3,731.57 3,731.57 3,731.57

Investments (mutual funds) 26,654.62 - - 26,654.62 26,654.62

Other balances with banks - - 5,111.38 5,111.38 5,111.38

Loans - - 41,089.63 41,089.63 41,089.63

Other financial assets - - 8,832.69 8,832.69 8,832.69

Total 26,654.62 - 69,949.33 96,603.95 96,603.95

Liabilities

Fixed rate borrowings (including current maturities) - - - - -

Floating rate borrowings (including current maturities) 2,46,917.73 2,46,917.73 2,47,872.00

Trade Payables - - 1,296.41 1,296.41 1,296.41

Other Financial Liabilities - - 90,607.19 90,607.19 90,607.19

Total - - 3,38,821.33 3,38,821.33 3,39,775.60

(ii) Fair Value hierarchy

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the

following three levels:

Level1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. This includes traded debentures (borrowings) and mutual funds that have

quoted price.

Level 2: Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from

prices).

Level 3: Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions

that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.



Amount in ₹ Lakhs

As at 31.03.2018 Level 1 Level 2 Level 3 Total

Financial Assets

Mutual Fund Investment 3,326.91 - - 3,326.91

Total 3,326.91 - - 3,326.91


Financial Assets

Mutual Fund Investment 26,654.62 - - 26,654.62

Total 26,654.62 - - 26,654.62

Amount in ₹ Lakhs


Financial Liabilities

Fixed rate borrowings (including current maturity) 50,023.00 - - 50,023.00

Floating rate borrowings (including current maturity) 1,00,237.63 1,84,966.15 - 2,85,203.78

Total 1,50,260.63 1,84,966.15 - 3,35,226.78



Fixed rate borrowings (including current maturity) - - - -

Floating rate borrowings (including current maturity) 1,00,266.30 1,47,605.70 - 2,47,872.00

Total 1,00,266.30 1,47,605.70 - 2,47,872.00

b) Capital Management:

Gearing ratio

The gearing ratio at the end of the reporting period was as follows:



₹ Lakhs ₹ Lakhs

Debt (i) 3,34,124.84 2,46,917.73

2,741.26 12,355.57

Net debt 3,31,383.58 2,34,562.16

Total Equity (ii) 5,10,060.02 4,74,322.71

Net debt to equity ratio (%) 64.97% 49.45%

c) Financial Risk Management:

Market risk

The carrying amount of other non-current financial assets are consider to be a close approximate to their fair value due to immaterial impact on the financial statement.

Borrowings from banks and other financial institutions are the variable rate loans. The current borrowing rate represents the discounting rate, which means that the carrying

value will be closely approximate to their fair value.

The Company's capital management is intended to create value for shareholders by facilitating the meeting of its long-term and short-term goals. Its Capital structure consists

of net debt (borrowings as detailed in notes below) and total equity.

In its ordinary operations, the Company's activities expose it to the various types of risks, which are associated with the financial instruments and markets in which it

operates. The Company has the risk management policy which covers risk associated with the financial assets and liabilities such as interest rate risks and credit risk. The

Company on periodic basis reviews the risk associated with the financial assets and liabilities. The following is the summary of the main risks:

Cash and Bank balances (including cash and bank balances in a disposal

group held for sale)

(i) Debt is defined as long-term borrowings (including current maturities) and short-term borrowings (excluding derivative, financial guarantee contracts and contingent

considerations).

(ii) Equity is defined as Equity share capital, Unsecured perpetual securities and other equity including reserves and surplus.

The carrying amount of cash and cash equivalents, other bank balance trade receivable, unbilled revenue, current loans, other financial assets, trade payables and other

financial liabilities are considered to be the same as their fair value, due to their short term nature.

The following table summarises financial assets measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but

fair fair value disclosures are required) :

The following table summarises financial liabilities measured at fair value on a recurring basis and financial liabilities that are not measured at fair value on a recurring basis

(but fair fair value disclosures are required) :

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types

of risk: currency risk, interest rate risk and equity price risk. The impact of equity price risk is not material. Financial instruments affected by market risk include loans and

borrowings, derivative financial instruments and FVTOCI investments.

The sensitivity analyses in the following sections relate to the position as at 31 March 2018 and 31 March 2017.

The sensitivity analyses have been prepared on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt. The analyses exclude the

impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations and provisions.



Interest rate risk management

(i) Interest rate risk sensitivity

Interest rate sensitivity:

50 bps increase 50 bps

decrease

50 bps

increase 50 bps decrease

Interest expense on loan (+) Rs.998.28 lakhs (-) Rs.998.28

lakhs

(+) Rs.703.92 lakhs (-) Rs.703.92

lakhs

Effect on profit before tax (-) Rs.998.28 lakhs (+) Rs.998.28

lakhs

(-) Rs.703.92 lakhs (+) Rs.703.92

lakhs

(ii) Credit risk management



₹ Lakhs ₹ Lakhs

Loans 27,002.00 41,089.63

Other financial assets 11,645.97 1,573.77

(iii) Liquidity risk management

Rs.in lakhs

Expected maturity for financial Liabilities Up to

1 year

2 to 5

years

5+

years

Total Carrying Amount

31st March, 2018

Borrowings (including current maturity) 51,669.38 1,44,494.46 1,38,401.37 3,34,565.21 3,34,124.85

Interest payable on above borrowings 24,188.40 1,03,667.84 38,213.66 1,66,069.90 6,536.80

Trade Payables 2,017.03 - - 2,017.03 2,017.03

Other Financial Liabilities 41,691.93 - - 41,691.93 41,691.93

31st March, 2017

Borrowings (including current maturity) 80,787.85 30,439.99 1,35,689.89 2,46,917.73 2,46,917.73

Interest payable on above borrowings 14,596.51 56,469.62 37,494.43 1,08,560.56 2,437.56

Trade Payables 1,296.41 - - 1,296.41 1,296.41

Other Financial Liabilities 88,169.63 - - 88,169.63 88,169.63

If the interest rates had been 50 basis points higher or lower and all the other variables were held constant, the effect on Interest expense for the respective financial years

and consequent effect on Company's profit in that financial year would have been as below:

As of 31st March, 2018 As of 31st March, 2017

The Company takes on exposure to credit risk, which is the risk that counterparty will default on its contractual obligations resulting in financial loss to the company. Financial

assets that potentially expose the Company to credit risks are listed below:

The Company's cash inflows are secured under Power Purchase Agreement (PPA) with holding company and respective Power Procurers which are State Government

utilities. Being a State Government undertaking credit risk is very low.

In respect of advance due from vendor Rs. NIL (31st March, 2017 Rs.7,258.92 lakhs) which are backed by bank guarantees based on which Management concludes credit

risk in respect of the same is low.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure

to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates. The Company manages its interest rate

risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

All of the above are due from the parties under normal course of the business and as such the company believe exposure to credit risk to be minimal.

The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual

cash flows and matching the maturity profiles of financial assets and liabilities. The maturity profile of the financial liabilities are listed below:

The amounts included above for variable interest rate instruments for non-derivative liabilities is subject to change if changes in variable interest rates differ to those

estimates of interest rates determined at the end of the reporting period.

The amounts excludes financial guarantee contracts the Company could be forced to settle under the arrangements for the full guaranteed amount if that amount is claimed

by the counterparty to the guarantee. Based on expectations at the end of the reporting period, the Company considers that it is more likely than not that such an amount will

not be payable under the arrangement. However, this estimate is subject to change depending on the probability of the counterparty claiming under the guarantee which is a

function of the likelihood that the financial receivables held by the counterparty which are guaranteed suffer credit losses.

Financial assets that potentially expose the Company to credit risks are listed below:

Interest rate risk arises from the potential changes in interest rates that may have adverse effects on the Company in the reporting period or in future years.

The sensitivity analysis below have been determined based on exposure to interest rates for term loans and debentures at the end of the reporting period and the stipulated

change taking place at the beginning of the financial year and held constant throughout the reporting period in case of term loans and debentures that have floating rates.



(iv) Financing facilities



₹ Lakhs ₹ Lakhs

Unsecured bank overdraft, reviewed annually and payable at call:

Amount used - 50.81

Amount unused 6,000.00 5,949.19

Secured bank overdraft facility :

Amount used - -

Amount unused - -

- -

33 Operating Segments:

34

35

36

37 Events occuring after reporting period:

38 Approval of Financial Statements










The Company generate electric power from wind and solar energy which is considered to be a single segment and there are no other reportable segment as per IND AS 108 -

Operating Segments.

The Board of Directors of the Company at its meeting held on 24th July, 2017 has considered and approved the "Scheme of Amalgamation"(“the Scheme”) under Section

232 and other applicable provisions, if any, of the Companies Act, 2013 between Tata Power Renewable Energy Limited ("transferee company”, "holding company") for

transfer of the entire business and the whole of the undertaking of the Indo Rama Renewables Jath Limited ("subsidiary company") on a going concern basis to the

transferee company with effect from 1st April, 2017 (appointed date). As on 31st March, 2018, subsidiary company has net fixed assets of Rs.14,899.00 lakhs, net worth

Rs.5,506.50 lakhs and total income Rs.3,310.76 lakhs, profit after tax Rs.83.68 lakhs for the year ended 31st March, 2018. The Company is in the process of filing the

Scheme with National Company Law Tribunal (NCLT). Accordingly, no effect of the proposed Scheme has been given in the financial statements.

The financial statements were approved by the board of director’s on 24th April, 2018.

The Board of Directors of the Company at its meeting held on 17th December, 2015 & 15th May 2017 has considered and approved the "Scheme of Amalgamation"(“the

Scheme”) under Section 232 and other applicable provisions, if any, of the Companies Act, 2013 for transfer of 379.5 MW renewable assets as a going concern on the

Slump Sale basis from The Tata Power Company Ltd ("transferor company”, "holding company") to the Company and its wholly owned subsidiaries ("transferee companies”,

"subsidiary companies") with effect from the date when Scheme is approved by the competent authority. The Company has filed the necessary petition before the National

Company Law Tribunal (NCLT).

Secured bank loan facilities with various maturity dates through to 31st March,

2018 and which may be extended by mutual agreement

MAT credit for the year ended 31st March, 2018 includes Rs.2,866 lakhs relating to earlier years. Deferred tax for the year ended 31st March, 2018 includes Rs.565 lakhs

relating to pervious years.

There was no significant even after the end of the reporting period which require any adjustment or disclosure in the financial statement.

Tata Power Renewable Energy Limited Notes forming part of the financial statements

Note 1 Corporate information: Tata Power Renewable Energy Limited is a wholly owned subsidiary of The Tata Power Company Limited.

The principal business of the Company is to engage in business of generation and sale of electricity from

renewable sources. Accordingly, the Company has 624.2 MW of operating renewable power generation

assets comprising of operating wind power generation assets of 354.2 MW and 270 MW of solar power

generation assets across India. Further 100 MW Solar plant capacity is under construction.

In May 2016, the Company acquired all the shares of Indo Rama Renewable Jath Limited (IRRJL) which has

30 MW of wind operating assets in Maharashtra.

Further, in September 2016, the Company has acquired all the shares of Walwhan Renewable Energy Limited

(formely: Welspun Renewables Energy Private Limited) which has 1,010 MW of operating portfolio consisting

of 864 MW solar power & 146 MW of wind power generating portfolio across India.

Power generated from all the operating and project assets are being sold / would be sold under long term

power sale agreements to state distribution companies and the holding company.

The Company is an incorporated and domiciled in India and has its registered office at C/o The Tata Power Company Limited, Corporate Center B, 34 Sant Tukaram Road, Carnac Bunder Mumbai City - 400009. The financial statements are presented in Indian rupee (₹).

2. Significant accounting policies

2.1 Statement of compliance The financial statements of the company comprising of balance sheet, statement of profit and loss account, statement of change in equity and cash flow statement together with the notes to accounts have been prepared in accordance with Indian Accounting Standards (“IND AS”) notified under the Companies (Indian Accounting Standards) Rules, 2017. Upto the year ended March 31, 2016, the Company prepared its financial statements in accordance with the requirements of previous GAAP, which includes standards notified under the Companies (Accounting Standards) Rules, 2006. 2.2 Basis of preparation and presentation The financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services on the transition date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.


2.3 Use of estimates, assumptions and judgements

The preparation of financial statements in conformity with the recognition and measurement principles of Ind

AS requires the management of the Company to make estimates and assumptions that affect the reported

balances of assets and liabilities, disclosures relating to contingent liabilities as at the date of the financial

statements and the reported amounts of income and expense for the year presented.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates

are recognised in the period in which the estimates are revised.

Key uncertainties, which may cause a material adjustment to the carrying amounts of assets and liabilities

within the next year, are in reference to impairment of property, plant and equipment, useful lives of property,

plant and equipment, valuation of deferred tax liabilities or assets and provisions and contingent liabilities.

The areas involving critical estimates and judgements are estimated life of property, plant and equipment

(note 2.9), employee benefits (note 2.7), recognition of deferred tax assets and liability (note 2.8).

2.4 Revenue recognition 2.4.1 Sale of power Revenue is recognised to the extent that it is probable that economic benefit will flow to the Company and that the revenue can be reliably measured. Revenue from generation of power is recognised on an accrual basis on the basis of billings to power procurers and includes unbilled revenues accrued upto the end of the accounting period. Revenue is reduced for estimated rebates and other similar allowances. Delayed payment charges and interest on delayed payments are recognized, on grounds of prudence, when recovered. 2.4.2 Dividend and Interest income Dividend income from investments is recognised when the right to the payment has been established. Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition. 2.4.3 Unbilled Revenue Unbilled revenue represents services rendered by the Company but not invoiced as at the balance sheet date. 2.5 Borrowing costs Borrowing costs directly attributable to the acquisition or construction of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale. Interest income earned on the temporary investments of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.


All other borrowing costs are recognised in the statement of profit or loss in the period in which they are incurred. 2.6 Government Grants Government grants are not recognised until there is reasonable assurance that the Company will comply with the conditions attaching to them and that the grant will be received. Government grants relating to income are determined and recognised in the profit and loss over the period necessary to match them with the cost that they are intended to compensate and presented within other operating income. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit and loss on a straight line basis over the expected life of the related assets and presented within other operating income. 2.7 Employee Benefits Defined contribution plans Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions. 2.7.1 Defined benefits plans For defined benefit retirement plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods. Past service costs are recognised in profit or loss on the earlier of: - The date of the plan amendment or curtailment, and - The date that the Company recognises related restructuring costs Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and loss: - Service costs comprising current service costs, past-service costs, gains and losses on curtailments and

nonroutine settlements; and - Net interest expense or income A liability for a termination benefit is recognised at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognises any related restructuring costs. The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds. The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in


response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates. 2.7.2 Current and other non-current employee benefits A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service. Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees upto the reporting date. 2.8 Income Tax 2.8.1 Current and deferred tax for the year Income tax expense comprises of current tax expense and deferred tax. Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. 2.8.2 Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from 'profit before tax' as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. 2.8.3 Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. For operations carried out under tax holiday period (80IA benefits of Income Tax Act, 1961), deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences


between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised. 2.9 Property, plant and equipment Buildings, fixtures, plant and equipment held for use in the generation of electricity or for administrative purposes, are stated in the balance sheet at cost less accumulated depreciation and accumulated impairment losses. Freehold land is measured at cost and is not depreciated. Depreciation on assets (other than roads), which are governed by the Feed-in-tariff regime, has been provided using the rates as well as methodology prescribed under the Central Electricity Regulatory Commission (CERC) Regulations and relevant State Commission Tariff Orders and for the assets which are with bid tariff have been depreciated based on the useful lives of the assets on straight line method. Roads are depreciated on straight line method at the rate prescribed in Schedule II to the Companies Act, 2013. Estimated useful lives of the assets are as follows:

Plant (machinery) & Equipment : 25 years Buildings (Others) : 25 years Roads (Crossings, etc.) : 5 years Transmission Lines & Cable Network : 25 years

Residual value of the assets has been estimated at 10% of the original cost of the asset. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The difference between the sale proceeds and the carrying amount of such assets are recognised in the statement of profit and loss. 2.10 Impairment of Property, plant and equipment At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest Company of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.


If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss. When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss. 2.11 Provisions Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). 2.12 Financial instruments Financial assets and financial liabilities are recognised when an entity becomes a party to the contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. A financial asset is any asset that is cash, an equity instrument of another entity, a contractual right to receive cash or another financial asset from another entity or to exchange financial asset or financial liability with another entity under the condition that are potential favorable to the entity or a contract that will or may be settle in entity's own equity instrument under certain circumstances. A financial liability is any liability that is a contractual obligation to deliver cash or any other financial asset to another entity or to exchange financial asset or financial liability with another entity under the condition that are potentially unfavorable to the entity or a contract that will or may be settled in entity's own equity instrument under certain circumstances. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities other than financial assets and financial liabilities at fair value through profit or loss (FVTPL) are added to or deducted from the fair values of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognised immediately in the statement of profit and loss. 2.12.1 Reclassification of financial assets and liabilities The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies


the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest. 2.12.2 Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. 2.13 Financial Assets All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place. All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. 2.13.1 Financial assets at amortised cost Financial assets are subsequently measured at amortised cost if these financial assets are held with a business model to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amounts outstanding. 2.13.2 Financial assets at fair value through other comprehensive income A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cashflows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cashflows that are solely payments of principal and interest on the principal amount outstanding. 2.13.3 Financial assets at fair value through the statement of profit and loss Financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in profit or loss. 2.13.4 Investment in subsidiaries Investments in subsidiaries are measured at cost as per Ind AS 27 - Separate Financial Statements. 2.13.5 Impairment of financial assets (other than at fair value) The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.


2.13.6 Derecognition of financial asset A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e. removed from the Company’s balance sheet) when: - The rights to receive cash flows from the asset have expired, or - The Company has transferred its rights to receive cash flows from the asset or has assumed an

obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. 2.14 Financial liabilities and equity instruments 2.14.1 Classification as debt or equity Debt and equity instruments issued by a Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. 2.14.2 Equity instruments An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments recognised by the Company are recognised at the proceeds received net of direct issue cost. Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in statement of profit and loss on the purchase, sale, issue or cancellation of the Company's own equity instruments. 2.14.3 Financial liabilities All financial liabilities are subsequently measured at amortised cost using the effective interest method. 2.14.4 Derecognition of financial asset A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss 2.14.5 Compound financial instruments

The component parts of compound financial instruments (convertible notes) issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will


be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company's own equity instruments is an equity instrument. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recognised as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound financial instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognised in equity will be transferred to other component of equity. When the conversion option remains unexercised at the maturity date of the convertible note, the balance recognised in equity will be transferred to retained earnings. No gain or loss is recognised in the statement of profit or loss upon conversion or expiration of the conversion option. Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible notes using the effective interest method. 2.15 Cash and cash equivalents The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage and excludes bank overdraft. 2.16 Cash Flow Statement Cash flows are reported using the indirect method, where by profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated. 2.17 Earnings per share (i) Basic earnings per share

Basic earnings per share is calculated by dividing:

• the profit attributable to owners of the Company • by the weighted average number of equity shares outstanding during the financial year, adjusted

for bonus element in equity shares issued during the year and excluding treasury shares. (ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

• the after income tax affect of interest and other costs associated with dilutive potential equity shares, and


• the weighted average number of additional equity shares that would have been outstanding

assuming the conversion of all dilutive potential equity shares. 2.18 Contingent Liabilities Contingent liabilities are disclosed in the financial statements by way of notes to accounts, unless possibility

of an outflow of resources embodying economic benefit is remote. 2.19 Operating cycle Considering the nature of business activities, the operating cycle has been assumed to have a duration of 12 months. Accordingly, all assets and liabilities have been classified as current or noncurrent as per the Company’s operating cycle and other criteria set out in Ind AS 1 ‘Presentation of Financial Statements’ and Schedule III to the Companies Act, 2013. 2.20 Leasing arrangement Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The company has no finance leases. 2.20.1 The Company as lessee Rental expense from operating leases is generally recognised on a straight-line basis over the term of the relevant lease. Where the rentals are structured solely to increase in line with expected general inflation to compensate for the lessor's expected inflationary cost increases, such increases are recognised in the year in which such benefits accrue. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. 2.21 Cash Dividend distribution to equity holders The Company recognises a liability to make cash distributions to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders / Board. A corresponding amount is recognized directly in equity. 2.22 Standards issued but not yet effective 2.22.1 IND AS 115 - Revenue from Contracts with Customers In March 2018, the Ministry of Corporate Affairs had notified Ind AS 115 (Revenue from Contracts with Customers) which would be applicable for accounting periods beginning on or after 1 April 2018.This Standard establishes the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer. The Company is evaluating the requirements of the standard and its impact on its financial statements. 2.22.2 Amendments to Ind AS 12 - Recognition of Deferred Tax Assets for Unrealised Losses The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.


These amendments are effective for annual periods beginning on or after 1 April 2018. These amendments are not expected to have any impact on the company as the company has no deductible temporary differences or assets that are in the scope of the amendments. 2.23 Changes in accounting policies and disclosures New and amended standards and interpretations The Company applied for the first time certain amendments to the standards, which are effective for annual periods beginning on or after 1 April 2017. The nature and the impact of each amendment is described below: Amendments to Ind AS 7 Statement of Cash Flows: Disclosure Initiative The amendments require entities to provide disclosure of changes in their liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). The Company has provided the information for both the current & non current financial liability but the comparative period has not been presented.


INDEPENDENT AUDITOR’S REPORT

To the Members of Tata Power Renewable Energy Limited

Report on the Consolidated Ind AS Financial Statements

We have audited the accompanying consolidated Ind AS financial statements of Tata Power Renewable

Energy Limited (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding

Company and its subsidiaries together referred to as “the Group”), comprising of the consolidated

Balance Sheet as at March 31, 2018, the consolidated Statement of Profit and Loss including other

comprehensive income, the consolidated Cash Flow Statement, the consolidated Statement of Changes

in Equity for the year then ended, and a summary of significant accounting policies and other

explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”).

Management’s Responsibility for the Consolidated Ind AS Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated Ind

AS financial statements in terms of the requirement of the Companies Act, 2013 (“the Act”) that give a

true and fair view of the consolidated financial position, consolidated financial performance including

other comprehensive income, consolidated cash flows and consolidated statement of changes in equity

of the Group in accordance with accounting principles generally accepted in India, including the

Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian

Accounting Standard) Rules, 2015, as amended. The respective Board of Directors of the companies

included in the Group are responsible for maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding of the assets of the Group and for preventing and

detecting frauds and other irregularities; the selection and application of appropriate accounting

policies; making judgments and estimates that are reasonable and prudent; and the design,

implementation and maintenance of adequate internal financial controls, that were operating effectively

for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and

presentation of the financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the

consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid.


Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on

our audit. While conducting the audit, we have taken into account the provisions of the Act, the

accounting and auditing standards and matters which are required to be included in the audit report

under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance

with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified

under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in

the consolidated financial statements. The procedures selected depend on the auditor’s judgment,

including the assessment of the risks of material misstatement of the consolidated financial statements,

whether due to fraud or error. In making those risk assessments, the auditor considers internal financial

control relevant to the Holding Company’s preparation of the consolidated Ind AS financial statements

that give a true and fair view in order to design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the appropriateness of accounting policies used and

the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as

well as evaluating the overall presentation of the consolidated financial statements. We believe that the


audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their

reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and

appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and

based on the consideration of reports of other auditors on separate financial statements and on the other

financial information of the subsidiaries, the aforesaid consolidated Ind AS financial statements give

the information required by the Act in the manner so required and give a true and fair view in conformity

with the accounting principles generally accepted in India of the consolidated state of affairs of the

Group, as at March 31, 2018, their consolidated profit including other comprehensive income, their

consolidated cash flows and consolidated statement of changes in equity for the year ended on that date.

Other Matter

(a) We did not audit the financial statements and other financial information, in respect of 3

subsidiaries, whose Ind AS financial statements include total assets of Rs. 0.13 Crores and net assets

of Rs. 0.11 Crores as at March 31, 2018, and total revenues of Rs. Nil and net cash outflows of Rs

0.01 Crores for the year ended on that date. These financial statement and other financial

information have been audited by other auditors, which financial statements, other financial

information and auditor’s reports have been furnished to us by the management. Our opinion on the

consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures

included in respect of these subsidiaries, and our report in terms of sub-sections (3) of Section 143

of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of such

other auditors.

(b) The consolidated Ind AS financial statements of the Company for the year ended March 31, 2017,

included in these consolidated Ind AS financial statements, have been audited by the predecessor

auditor who expressed an unmodified opinion on those statements on 15th May, 2018.

(c) Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal

and Regulatory Requirements below, is not modified in respect of the above matters with respect

to our reliance on the work done and the reports of the other auditors and the financial statements

and other financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

As required by section 143 (3) of the Act, based on our audit and on the consideration of report of the

other auditors on separate financial statements and the other financial information of subsidiaries, as

noted in the ‘other matter’ paragraph we report, to the extent applicable, that:

(a) We / the other auditors whose reports we have relied upon have sought and obtained all the

information and explanations which to the best of our knowledge and belief were necessary for the

purpose of our audit of the aforesaid consolidated Ind AS financial statements;

(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid

consolidation of the financial statements have been kept so far as it appears from our examination

of those books and reports of the other auditors;

(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss including the Statement

of Other Comprehensive Income, the consolidated Cash Flow Statement and consolidated


Statement of Changes in Equity dealt with by this Report are in agreement with the books of account

maintained for the purpose of preparation of the consolidated Ind AS financial statements;

(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting

Standards specified under section 133 of the Act, read with Companies (Indian Accounting

Standard) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors of the Holding Company as

on March 31, 2018 taken on record by the Board of Directors of the Holding Company and the

reports of the statutory auditors who are appointed under Section 139 of the Act, of its subsidiary

companies, incorporated in India, none of the directors of the Group’s companies, incorporated in

India is disqualified as on March 31, 2018 from being appointed as a director in terms of Section

164 (2) of the Act.

(f) With respect to the adequacy and the operating effectiveness of the internal financial controls over

financial reporting of the Holding Company and its subsidiary companies, incorporated in India,

refer to our separate report in “Annexure 1” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11

of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us and based on the consideration of the

report of the other auditors on separate financial statements as also the other financial information

of the subsidiaries, as noted in the ‘Other matter’ paragraph:

i. The consolidated Ind AS financial statements disclose the impact of pending litigations on its

consolidated financial position of the Group, – Refer Note 29 to the consolidated Ind AS

financial statements;

ii. The Group has made provision, as required under the applicable law or accounting standards,

for material foreseeable losses, if any, on long-term contracts including derivative contracts –

Refer Note 18 to the consolidated Ind AS financial statements in respect of such items as it

relates to the Group.

iii. There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Holding Company, its subsidiaries, incorporated in India during the

year ended March 31, 2018.



ICAI Firm Registration Number: 324982E/E300003

______________________________


Partner

Membership Number: 112773

Place of Signature: Mumbai



Annexure 1 to the Independent Auditor’s Report of even date on the consolidated Ind AS

financial statements of Tata Power Renewable Energy Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated Ind AS financial statements of Tata Power Renewable

Energy Limited as of and for the year ended March 31, 2018, we have audited the internal financial

controls over financial reporting of Tata Power Renewable Energy Limited (hereinafter referred to as

the “Holding Company”) and its subsidiary companies, which are companies incorporated in India, as

of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the of the Holding Company, its subsidiary companies, which are

companies incorporated in India, are responsible for establishing and maintaining internal financial

controls based on the internal control over financial reporting criteria established by the Holding

Company considering the essential components of internal control stated in the Guidance Note on Audit

of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants of India. These responsibilities include the design, implementation and maintenance of

adequate internal financial controls that were operating effectively for ensuring the orderly and efficient

conduct of its business, including adherence to the respective company’s policies, the safeguarding of

its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the

accounting records, and the timely preparation of reliable financial information, as required under the

Act.


Our responsibility is to express an opinion on the company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit

of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on

Auditing, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed

under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those

Standards and the Guidance Note require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether adequate internal financial controls over

financial reporting was established and maintained and if such controls operated effectively in all

material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial

controls over financial reporting, assessing the risk that a material weakness exists, and testing and

evaluating the design and operating effectiveness of internal control based on the assessed risk. The

procedures selected depend on the auditor’s judgement, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other

auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and

appropriate to provide a basis for our audit opinion on the internal financial controls system over

financial reporting.


Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A

company's internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the company are being

made only in accordance with authorisations of management and directors of the company; and (3)

provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use,

or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to

error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial

controls over financial reporting to future periods are subject to the risk that the internal financial control

over financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company, its subsidiary companies, which are companies incorporated in

India, have, maintained in all material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating

effectively as at March 31, 2018, based on the internal control over financial reporting criteria

established by the Holding Company considering the essential components of internal control stated in

the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India.

Other Matters

Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal

financial controls over financial reporting of the Holding Company, insofar as it relates to these Twenty

three subsidiary companies, which are companies incorporated in India, is based on the corresponding

reports of the auditors of such subsidiary companies incorporated in India.



ICAI Firm Registration Number: 324982E/E300003

______________________________


Partner

Membership Number: 112773

Place of Signature: Mumbai

Date: 24th April 2018.

Tata Power Renewable Energy LimitedConsolidated Balance Sheet as at 31st March, 2018

As at As atNotes 31st March, 2018 31st March, 2017

Rs.crore Rs.crore

ASSETS

Non-current Assets

(a) Property, plant and equipment 4 9,721.65 8,586.15

(b) Capital Work-in-Progress 709.03 793.71

(c) Goodwill 4a 1,636.03 1,648.03

(d) Other Intangible Assets 5 1,286.33 1,348.51

(e) Financial Assets

- Loans 6 79.51 -

- Other Financial Assets 6 210.92 204.41

(f) Non-current Tax Assets (Net) 7 40.53 26.80

(g) Deferred Tax Asset (Net) 8a 82.46 106.76

(h) Other Non-current Assets 10 55.09 67.61

Total Non-current Assets 13,821.55 12,781.98

Current Assets

(a) Inventories 9 13.20 13.75

(b) Financial Assets

(i) Investments 11 73.26 414.63

(ii) Trade Receivables 12 333.43 429.79

(iii) Unbilled Revenue 169.94 39.64

(iv) Cash and cash Equivalents 13 72.46 86.11

(v) Bank Balances other than (iv) above 14 0.08 67.81

(vi) Loans 6 25.00 -

(vii) Other financial assets 6 60.12 83.91

(c) Current Tax Assets (Net) 7 14.77 28.68

(d) Other Current Assets 10 18.13 14.38

Total Current Assets 780.39 1,178.70

TOTAL ASSETS 14,601.94 13,960.68

EQUITY AND LIABILITIES

Equity

(a) Equity Share Capital 15 1,045.11 566.11

(b) Share Application Money Pending Allotment - 168.00

(c) Unsecured Perpetual Securities 15A 3,895.00 3,895.00

(d) Other Equity 16 297.15 189.63

Equity attributable to shareholders of the group 5,237.26 4,818.74

Non-controlling interest - 21.09

Total Equity 5,237.26 4,839.83

LIABILITIES

Non-current Liabilities


- Borrowings 17 7,161.00 5,682.57

(b) Provisions 19 8.34 0.65

(c) Deferred Tax Liabilities (Net) 8b 239.09 290.35

(d) Other Non-current Liabilities 21 51.90 6.55

Total Non-current Liabilities 7,460.33 5,980.12

Current Liabilities


(i) Borrowings 22 875.93 839.94

(ii) Trade Payables 65.47 38.11

(iii) Other Financial Liabilities 18 920.46 2,239.17

(b) Provisions 19 0.46 0.22

(c) Current Tax Liabilities (Net) 20 7.45 1.52

(d) Other Current Liabilities 21 34.58 21.77

Total Current Liabilities 1,904.35 3,140.73

Total Liabilities 9,364.68 9,120.85

TOTAL EQUITY AND LIABILITIES 14,601.94 13,960.68

See accompanying notes to the Consolidated Financial Statements

As per our report of even date

For S R B C & CO LLP For and on behalf of the Board



Rahul Shah Ramesh Subramanyam

Director Director


Partner





Tata Power Renewable Energy LimitedConsolidated Statement of Profit and Loss for the year ended 31st March, 2018



Rs.crore Rs. crore

I Revenue from Operations 23 1,716.93 985.38

II Other Income 24 43.41 38.20

III Total Income (I+II) 1,760.34 1,023.58

IV Expenses

Employee Benefits Expense 25 25.32 7.30

Finance Costs 26 680.87 460.21

Depreciation and Amortisation Expenses 5 544.99 319.73

Other Expenses 27 132.48 101.72

Total Expenses 1,383.66 888.96

V Profit Before Exceptional Item and Tax(III-IV) 376.68 134.62

VI Exceptional Item

Impairment Charge on Goodwill 4a 12.00 -

VII Profit Before Tax (V-VI) 364.68 134.62

VIII Tax Expense

Current Tax Expense 28 113.30 36.54

MAT Credit 28 (110.79) (70.19)

Deferred Tax 28 83.68 18.24

86.19 (15.41)

IX 278.49 150.03

X Other Comprehensive Income

(i) Items that will not be reclassified to profit and loss

Remeasurement of the Defined Benefit Plans 0.62 0.39

Income tax relating to items that will not be reclassified to profit and loss (0.15) -

Total Other Comprehensive Income 0.47 0.39

XI 278.96 150.42

Profit for the year attributable to:

Owners of the Company 276.81 139.84

Non-controlling interest 1.68 10.19

Other Comprehensive Income attributable to:


Non-controlling interest - -

Total Comprehensive Income for the year attributable to:


Non-controlling interest 1.68 10.19

XII Earnings Per Equity Share (Face Value Rs.10/- Per Share)

Basic (Rs.) 32 3.24 2.64

Diluted (Rs.) 32 3.09 2.60







Director Director


Partner





Total Comprehensive Income for the year (IX + X)

Profit for the year (VII-VIII)


Rs.Crore Rs.Crore

A. Cash Flow from Operating Activities

Net profit before Taxes 364.68 134.62

Adjustments for:

Depreciation and Amortisation Expenses 544.99 319.73

Loss on disposal of Property, Plant and Equipment 3.53 10.15

Finance Cost (Net of Capitalisation) 680.87 416.36

Interest Income (4.52) (3.08)

Gain on Sale on Current Investments measured at FVTPL (25.87) (22.18)

Liabilities / Provisions No Longer Required Written Back - (0.15)

Allowances for Doubtful Debts/Advances (Net) 2.05 2.26

Other Non Operating Income - (15.00)

Corporate Guarantee charges - 0.75

Impairment of Goodwill 12.00 -

Amortisation of premium paid on leasehold land 2.15 1.10

Amortisation on Security Deposit - 0.14

1,215.20 710.08

Operating Profit before Working Capital Changes 1,579.88 844.70

Changes in working capital:

Adjustments for operating assets:

Inventories 0.55 7.27

Trade Receivable 95.92 (78.57)

Unbilled Revenue (130.30) (19.60)

Other Current Assets (5.43) 19.10

Other non-current assets (5.34) 33.91

Other Current Financial Assets 28.45 59.04

Other non-current Financial assets (6.01) 7.48

(22.16) 28.63

Adjustments for operating liabilities:

Trade Payables 27.36 25.36

Other current liabilities 2.03 13.31

Other long-term liabilities 45.35 (2.28)

Other current financial liabilities (8.59) 50.65

Short-term provisions 0.24 0.19

Long-term provisions 7.69 (0.66)

74.08 86.57

Cash Generated from Operations 1,631.80 959.90

Net Income Tax Paid (107.04) (64.53)

Net Cash Flow from Operating Activities A 1,524.76 895.37

B. Cash Flow from Investing Activities

Capital Expenditure on PPE, including Capital Advances (2,063.42) (1,254.39)

Acquisition of lease hold land - (0.16)

Sale of PPE 3.06 -

Current investmentsPurchased (6,533.33) (4,261.50) Proceeds from sale 6,900.58 4,047.84

Consideration transferred on business combinations (refer note 35) (51.63) (3,638.78)

Investment in Inter Corporate deposits (104.51) - Interest Received 2.02 4.52

Bank Balance not Considered as Cash and Cash Equivalents 67.73 6.47 Net Cash Flow used in investing activities B (1,779.50) (5,096.00)

C. Cash Flow from Financing Activities

Proceeds from Issue of Shares including shares issued to Minority Shareholders 311.00 168.00

Proceeds from Unsecured Perpetual Securities - 3,895.00

Payment towards acquisition of stake from non-controlling interest - (266.71)

Proceeds from Non-current Borrowings 5,208.33 2,184.82

Repayment of Non-current Borrowings (4,501.77) (2,023.28)

Proceeds from Subordinated Loan from Holding Company - 176.00

Repayment of Subordinated Loan from Holding Company - (222.00)

Proceeds from Short Term Borrowings 8,061.40 1,804.10

Repayment of Short Term Borrowings (8,017.81) (1,002.86)

Interest & Finance Cost Paid (including Interest Capitalised) (704.20) (433.21)

Dividend Paid (95.84) -

Additional Income-tax on Dividend Paid (19.51) -

Net Cash Flow from Financing Activities C 241.60 4,279.86

Net Decrease in Cash and Cash Equivalents (A+B+C) (13.14) 79.23

Cash and Cash Equivalents as at 1st April (Opening Balance) 85.60 6.37

Cash and Cash Equivalents as at 31st March (Closing Balance) 72.46 85.60

Notes:

1 Cash and cash equivalents include: As at As at

Rs.Crore Rs.Crore

(a) Cash and cheques on hand - 0.05

(b) Balance with banks

(i) In current accounts 72.44 21.17 (ii) In deposit accounts 0.02 64.89

(c) Bank Overdraft - (0.51) (d) Working Capital loan from banks (Secured) - -

72.46 85.60

2.

Consolidated Cash Flow Statement for the year ended 31st March, 2018

For the Year ended For the Year ended


Previous year's figures have been regrouped, wherever necessary, to conform to this

year's classification.



Consolidated Cash Flow Statement for the year ended 31st March, 2018

Reconciliation of liabilities from financing activities:

Amount in ₹ crore

Additions Repayments

Non-Current borrowings (including

current maturity of long term borrowings) 6,918.37 5,208.33 (4,501.77) 4.61 34.38 (2.00) 7,661.92

Current borrowings (excluding Bank

overdraft)839.43 8,061.40 (8,017.58) - (34.38) 27.06 875.93

Total 7,757.80 13,269.73 (12,519.35) 4.61 - 25.06 8,537.85






Director Director


Partner





Particulars As at

31.03.2017

Cash Flows Non-cash Changes /

Amortisation

As at

31.03.2018

Foreign Exchange

Effect

Reclass


Consolidated Statement of Changes in Equity

A. Equity Share Capital Rs. crore

No. of Shares Amount

Balance as at 1st April, 2016 50,61,07,715 506.11

Issued during the year 6,00,00,000 60.00

Balance as at 31st March, 2017 56,61,07,715 566.11

Issued during the year 47,90,00,000 479.00

Balance as at 31st March, 2018 104,51,07,715 1045.11

B. Unsecured Perpetual Securities Rs. crore

Amount

Balance as at 1st April, 2016 -

Issued during the year 3,895.00

Balance as at 31st March, 2017 3,895.00

Issued during the year -

Balance as at 31st March, 2018 3,895.00

C. Other EquityRs. crore

Debenture

Redemption Reserve

(DRR)

Capital ReserveRetained

Earnings

Balance as at 1st April, 2016 13.43 8.08 22.11 2.04 - 45.66 - 45.66

Profit for the year - - 139.84 - - 139.84 10.19 150.03

Acquired during the year - - - - - - 10.90 10.90

Deemed Equity Contribution - - - - 8.93 8.93 - 8.93

Redemption of compulsory convertible debenture - - - (5.19) - (5.19) - (5.19)

Transfer from retained earnings - - (3.15) 3.15 - - - -

Other Comprehensive Income for the year - - 0.39 - - 0.39 - 0.39

Total Comprehensive Income 13.43 8.08 159.19 - 8.93 189.63 21.09 210.72

Transfer to / from DRR / Retained earnings 34.16 - (34.16) - - - - -

Balance as at 31st March, 2017 47.59 8.08 125.03 - 8.93 189.63 21.09 210.72

Rs.crore

Debenture

Redemption Reserve

(DRR)

Capital ReserveRetained

Earnings

Balance as at 31st March, 2017 47.59 8.08 125.03 - 8.93 189.63 21.09 210.72

Profit for the year - - 276.81 - - 276.81 1.68 278.49

Acquisition of minority interest - 10.78 - - - 10.78 (22.77) (11.99)

Payment of dividend on equity shares - Interim - - (125.33) - - (125.33) - (125.33)

Payment of dividend on equity shares - Final - - (24.92) - - (24.92) - (24.92)

Tax on dividend - - (30.29) - - (30.29) - (30.29)

Other Comprehensive Income for the year - - 0.47 - - 0.47 - 0.47

Total Comprehensive Income 47.59 18.86 221.77 - 8.93 297.15 - 297.15

Transfer to Debenture Redemption Reserve 59.16 - (59.16) - - - - -

Balance as at 31st March, 2018 106.75 18.86 162.61 - 8.93 297.15 - 297.15







Director Director


Partner





Total

Description

Attributable to owners of the groupNon-

controlling

interest

Total

Equity Instrument

through Other

Comprehensive

Income

Equity Instrument

through Other

Comprehensive

Income

Attributable to owners of the group

DescriptionDeemed

Equity

Contribution

Deemed

Equity

Contribution

Reserves and Surplus

Reserves and Surplus

Non-

controlling

interestTotal

Total


Notes to the Consolidated Financial Statements

1. Corporate Information:

2. Significant Accounting Policies:

2.1 Statement of compliance

2.2 Basis of preparation and presentation

2.3 Basis of Consolidation:

(i)

(ii)

(iii)

The consolidated financial statements of the Group companies are consolidated on a line-by-line basis and intra-

group balances and transactions including unrealized gain/loss from such transactions are eliminated upon

consolidation. These consolidated financial statements are prepared by applying uniform accounting policies in

use at the Group. Non-controlling interests which represent part of the net profit or loss and net assets of

subsidiaries that are not, directly or indirectly, owned or controlled by the Group, are excluded.

The Tata Power Renewable Energy Ltd ("The Company"),a wholly owned subsidiary of The Tata Power Company Limited is

incorporated and domiciled in India and has its registered office at C/o The Tata Power Company Limited, Corporate Center B, 34

Sant Tukaram Road, Carnac Bunder Mumbai City - 400009.

The Company and its subsidiaries (collectively referred to as 'the Group') are engaged in business of generation and sale of

electricity from renewable sources. The Company has 1,685.20 MW of operating renewable power generation assets comprising

of operating wind power generation assets of 551.20 MW and 1,134 MW of solar power generation assets across India. Further

100 MW Solar Power Plant Capacity is under construction.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date, regardless of whether that price is directly observable or

estimated using another valuation technique.

The Company consolidates all entities which are controlled by it. The consolidated financial statements comprise

the financial statements of the Company and its subsidiaries. Control exists when the parent has power over the

entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect

those returns by using its power over the entity. Power is demonstrated through existing rights that give the ability

to direct relevant activities, those which significantly affect the entity's returns. The entities are consolidated from

the date control commences until the date control ceases.

Changes in the Company's interests in subsidiaries that do not result in a loss of control are accounted for as

equity transactions. The carrying amount of the Company's interests and the non-controlling interests are adjusted

to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which

the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised

directly in equity and attributed to owners of the Company.

The consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as

notified under the Companies (Indian Accounting Standards) Rules, 2015, read with section 133 of the Companies Act,

2013 (as amended from time to time).

These consolidated financial statements have been prepared on the historical cost basis except for certain financial

instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies

below.



(iv)

Name % voting power

held as at

% voting power

held as at


Subsidiaries (Direct)

Tata Power Green Energy Ltd. (TPGEL) * India NIL 100

Supa Windfarm Ltd. (SWFL) India 100 100

Poolavadi Windfarm Ltd. (PWL) India 100 100

Nivade Windfarm Ltd. (NWL) India 100 100

Indo Rama Renewables Jath Ltd. (IRRJL) India 100 100

India 100 99.99

Vagarai Windfarm Limited (VWL) # India 72 100

Subsidiaries (Indirect)

India 99.99 99.99

India 100 100

India 100 74

India 100 100

India 100 72.5

India 100 74

India 100 100

India 100 100

India 100 100

India 100 100

India 100 100

India 100 100

India 100 100

India 100 100

India 100 100

India 100 100

India 100 100

India 100 100

India 100 100

@ Consolidated with Walwhan Renewable Energy Limited (WREL)

* Has been sold to The Tata Power Company Limited during the year (Holding Company).

# The group has 72% of shareholding and voting power in Vagarai Windfarm Limited. However, as per the

shareholder agreement, the group has a call option to buy shares from the captive consumers at the face value of

the shares. Accrodingly, non controlling interest has not been considered for the purpose of consolidation.

Walwhan Urja Anjar Limited

(formerly known as Walwhan Urja Anjar Private Limited and

Welspun Urja Gujarat Private Limited) @

Walwhan Urja India Limited (formerly known as Welspun Urja

India Limited (WUIL)) @

Solarsys Renewable Energy Private Limited (SREPL) @

Walwhan Solar Energy GJ Limited

(formerly known as Walwhan Solar Energy GJ Private Limited

and Unity Power Private Limited) @

Walwhan Solar Raj Limited

(formerly known as Walwhan Solar Raj Private Limited and

Viraj Renewables Energy Private Limited) @

Walwhan Solar BH Limited

(formerly known as Walwhan Solar BH Private Limited and

formerly known as Welspun Energy Jharkhand Private

Limited) @

Walwhan Wind RJ Limited

(formerly known as Walwhan Wind RJ Private Limited and

Welspun Energy Rajasthan Private Limited) @

Country of

Incorporation

Walwhan Energy RJ Limited

(formerly known as Walwhan Energy RJ Private Limited and

Welspun Solar Rajasthan Private Limited) @

Walwhan Solar MH Limited

(formerly known as Walwhan Solar MH Private Limited and

Welspun Energy Maharashtra Private Limited) @

Walwhan Solar TN Limited

(formerly known as Walwhan Solar TN Private Limited and

Welspun Solar Tech Private Limited) @

Walwhan Solar RJ Limited

(formerly known as Walwhan Solar RJ Private Limited and

Welspun Solar UP Private Limited) @

Walwhan Solar AP Limited

(formerly known as Walwhan Solar AP Private Limited and

Welspun Solar AP Private Limited) @

Walwhan Solar KA Limited

(formerly known as Walwhan Solar KA Private Limited and

Welspun Solar Kannada Private Limited) @

Walwhan Solar MP Limited

(formerly knonw as Walwhan Solar MP Private Limited and

Welspun Solar Madhya Pradesh Private Limited) @

Walwhan Solar PB Limited

(formerly known as Walwhan Solar PB Private Limited and

Welspun Solar Punjab Private Limited) @

Details of the Group's subsidiaries at the end of the reporting period considered in the preparation of the

Consolidated Financial Statements are as follows:

Clean Sustainable Solar Energy Private Limited (CSSEPL) @

Dreisatz Mysolar24 Private Limited (DMPL) @

MI Mysolar24 Private Limited (MIMPL) @

Northwest Energy Private Limited (NEPL) @

Walwhan Renewable Energy Ltd (WREL) (formerly known as

Walwhan Renewable Energy Private Limited and Welspun

Renewables Energy Private Limited)



2.4 Business Combinations and Goodwill

2.5 Revenue recognition

2.5.1 Sale of Power and Generation Based Incentive (GBI)

Income from GBI is accounted on accrual basis considering eligibility of project for availing the incentive.

2.5.2 Delayed payment charges

Delayed payment charges and interest on delayed payments are recognized, on grounds of prudence when recovered.

2.5.3 Rendering of Services

2.5.4 Unbilled Revenue

2.5.5 Dividend and Interest income

Unbilled revenue represents services rendered by the Company but not invoiced as at the balance sheet date.

Dividend income from investments is recognised when the shareholder's right to receive payment has been established.

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group

and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the

principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future

cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when

there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its

carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit

and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment

loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent

periods.

Revenue is recognised to the extent that it is probable that economic benefit will flow to the Group and that the revenue

can be reliably measured.

Revenue from generation of power is recognised on an accrual basis on the basis of billings to power procurers and

includes unbilled revenues accrued upto the end of the accounting period.

Revenue is reduced for estimated rebates and other similar allowances.

Revenue from services also comprises business support services incurred for other companies charged at cost and are

recognised as and when these services are rendered.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount

recognised for non-controlling interests and any previous interest held, over the net identifiable assets acquired and

liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the

Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and

reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still

results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is

recognised in other comprehensive income (OCI) and accumulated in equity as capital reserve. However, if there is no

clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the

same through OCI.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of

impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the

Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or

liabilities of the acquiree are assigned to those units.

The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are

recognised in profit and loss as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet

the condition for recognition are recognised at their fair values at the acquisition date.

Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill. Where the fair

value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net

assets and contingent liabilities, the excess is recognised as capital reserve.

The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests'

proportionate share of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-

by acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those

interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity of subsidiaries.

Business combinations arising from transfers of interests in entities that are under the common control are accounted at

historical costs. The difference between any consideration given and the aggregate historical carrying amounts of assets

and liabilities of the acquired entity are recorded in shareholders' equity.



2.6 Leasing Arrangments (The Group as Leasee)

2.7 Foreign Currencies

2.8 Borrowing Costs

2.9 Government Grant

2.10 Employee Benefits

Employee benefits include provident fund, gratuity, and compensated absences.

2.10.1 Current and other non-current employee benefits

2.10.2 Defined contribution plans

Rental expense from operating leases is generally recognised on a straight-line basis over the term of the relevant lease. Where the

rentals are structured solely to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost

increases, such increases are recognised in the year in which such benefits accrue. Contingent rentals arising under operating leases

are recognised as an expense in the period in which they are incurred.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to

the lessee. All other leases are classified as operating leases.

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to

them and that the grant will be received.

The functional currency of the Company and its Indian Subsidiaries is Indian rupee (Rs).

Foreign currency transactions are recorded at exchange rates prevaling on the date of the transaction. Foreign currency denominated

monetary assets and liabilities are restated into the functional currency using exchange rates prevaling on the balance sheet date.

Gains and losses arising on settlement and restatement of foreign currency denominated monetary assets and liabilities are

recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in

foreign currencies are not translated.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily

take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the

assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in statement of profit and loss in the period in which they are incurred.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for exchange

differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the

cost of those assets when they are recognised as an adjustment to interest costs on those foreign currency borrowings.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted

from the borrowing costs eligible for capitalisation.

Government grants relating to income are determined and recognised in the profit and loss over the period necessary to match them

with the cost that they are intended to compensate and presented within other operating income.

Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income

and are credited to profit and loss on a straight line basis over the expected life of the related assets and presented within other

operating income.

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period

the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of current employee benefits are measured at the undiscounted amount of the benefits expected to be

paid in exchange for the related service.

Liabilities recognised in respect of other non-current employee benefits are measured at the present value of the estimated future cash

outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.

Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service

entitling them to the contributions.

The benefit of a Government loan at a below market rate of interest is treated as Government grant, measured as the difference

between proceedes received and the fair value of loan based on prevaling market interest rates.



2.10.3 Defined benefit plans

2.11 Income Taxes

Current and deferred tax for the year

2.11.1 Current tax

2.11.2 Deferred tax

Current income tax relating to items recognised outside statement of profit and loss is recognised outside statement of profit and loss

(either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either

in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which

applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial

statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised

for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent

that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such

deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition of assets and liabilities

in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable

that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets

are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will

allow the deferred tax asset to be recovered.

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.

The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in

the countries where the respective subsidiary companies operates and generates taxable income.

The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method. Remeasurements,

comprising of actuarial gains and losses, are recognised immediately in the balance sheet with a corresponding debit or credit to

retained earnings through other comprehensive income (OCI) in the period in which they occur. Remeasurements are not reclassified

to statement of profit and loss in subsequent periods. Past service costs are recognised in statement of profit and loss on the earlier of:

- the date of the plan amendment or curtailment, and

- the date that the Group recognises related restructuring costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the following

changes in the net defined benefit obligation as an expense in the consolidated statement of profit and loss:

- service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

- net interest expense or income.

A liability for a termination benefit is recognised at the earlier of when the entity can no longer withdraw the offer of the termination

benefit and when the entity recognises any related restructuring costs.

The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity

obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from

actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates.

Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in

these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the

management considers the interest rates of government bonds. The mortality rate is based on publicly available mortality tables.

Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity

increases are based on expected future inflation rates.

Income tax expense comprises of current tax expense and the net change in the deferred tax asset or liability during the year. Current

and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income

or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity

respectively.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive

income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

In the situations where one or more units of the Company are entitled to a tax holiday under the tax law, no deferred tax (asset or

liability) is recognized in respect of temporary differences which reverse during the tax holiday period, to the extent the concerned unit's

gross total income is subject to the deduction during the tax holiday period. Deferred tax in respect of temporary differences which

reverse after the tax holiday period is recognized in the year in which the temporary differences originate. However, the Company

restricts recognition of deferred tax assets to the extent it is probable that sufficient future taxable income will be available against

which such deferred tax assets can be realized. For recognition of deferred taxes, the temporary differences which originate first are

considered to reverse first.

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against

which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that

can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or

the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting

period.

For operations carried out under tax holiday period (80IA benefits of Income Tax Act, 1961), deferred tax assets or liabilities, if any,

have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities

and their respective tax bases that reverse after the tax holiday ends.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant

entity intends to settle its current tax assets and liabilities on a net basis.

Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which is likely to give future

economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is recognised as deferred tax

asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with

the asset will be realised. The Company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to

the extent that it is no longer probable that it will pay normal tax during the specified period.



2.12 Property plant and equipment

Estimated useful lives of the assets are as follows:

Type of asset Useful lives

Plant & Equipment 22 years to 25 years

Buildings-Others 25 years

Roads (Crossings, etc.) 5 years

Transmission Lines & Cable Network 25 years

Furniture and fixture 10 years

Office equipments 5 years

Computer and networking equipments 3 years

Vehicles 10 years

2.13 Intangible assets

2.13.1 Intangible assets acquired in a business combination

2.13.2 Useful lives of intangible assets.

An estimated useful life of customer contracts acquired under business combination is 12 to 25 years.

2.14 Impairment of Tangible and Intangible assets

2.15 Inventories

2.16 Provisions

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise

from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment

is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

The cost and related accumulated depreciation of an item of property, plant and equipment disposed of or retired are eliminated from

the consolidated financial statements upon sale or retirement of the asset and the resultant gains and losses are recognised in the

consolidated statement of profit or loss.

Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value

at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated

amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Cost

includes purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequantly

recoverable from the tax authorities) and any directly attributable cost of bringing the asset to its working condition for its intended use

and for qualifying assets, borrowing costs capitalised in accordance with the Group's accounting policy. Depreciation commences

when the assets are ready for their intended use.

Depreciation on assets which are governed by the Feed-in-tariff regime, has been provided using the rates as well as methodology

prescribed under the Central Electricity Regulatory Commission (CERC) Regulations and relevant State Commission Tariff Orders. For

the assets on bid tariff have been depreciated based on the useful lives of the assets on straight line method. For the assets under

Group Captive business model are depreciated over the useful life based on diminuishing value method

Capital work-in-progress : Projects under which tangible assets are not yet ready for their intended use are carried at cost, comprising

direct cost, related incidental expenses and attributable interest.

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether

there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the

asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable

amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs.

When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-

generating units, or otherwise they are allocated to the smallest Group of cash-generating units for which a reasonable and consistent

allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future

cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time

value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of

the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the

revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would

have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an

impairment loss is recognised immediately in profit or loss.

Inventories comprise of spares and are valued at the lower of cost (on FIFO basis) and the net realisable value after providing for

obsolescence and other losses, where considered necessary. Cost includes all expense incurred in bringing the goods to their

condition and location, including octroi and other levies, transit insurance and receiving charges.

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of

any changes in estimate accounted for on a prospective basis.

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that

the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of

the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the

cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of

the time value of money is material).



2.17 Financial Instruments

2.18 Financial Assets

2.18.1 Financial assets at amortised cost

2.18.2 Financial assets at fair value through profit or loss (FVTPL)

2.18.3 Impairment of financial assets (other than at fair value)

2.18.4

2.19 Financial liabilities and equity instruments

2.19.1 Classification as debt or equity

2.19.2 Equity Instruments

2.19.3 Financial liabilities

2.19.4

Debt and equity instruments issued by a Group are classified as either financial liabilities or as equity in accordance with the substance

of the contractual arrangements and the definitions of a financial liability and an equity instrument.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity

instruments issued by a Group entity are recognised at the proceeds received, net of direct issue costs.

Derecognition

- the right to receive cash flows from the asset have expired, or

- the Group has transferred its right to receive cash flows from the asset or has assumed an obligation to pay the received cash flows

in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially

all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the

asset, but has transferred control of the asset.

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases

or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or

convention in the market place.

When the Group has transferred its right to receive cash flows from an asset or has entered into a pass-through arrangement, it

evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained

substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the

transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognises an associated liability.

The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has

retained.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing

financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are

substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a

new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

All financial liabilities are subsequently measured at amortised cost using the effective interest method.Gains and losses are

recognised in statement of profit and loss when the liabilities are derecognised as well as through the effective interest rate (EIR)

amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that

are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

Repurchase of the Group's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in

statement of profit and loss on the purchase, sale, issue or cancellation of the Group's own equity instruments.

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised

(i.e. removed from the Group’s balance sheet) when:

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the

classification of the financial assets

Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to

hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates

to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Investments in equity instruments are classified as at FVTPL, unless the Group irrevocably elects on initial recognition to present

subsequent changes in fair value in other comprehensive income for investments in equity instruments which are not held for trading.

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the

instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the

acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through

profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial

recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or

loss are recognised immediately in statement of profit and loss.

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of

another entity.

Other financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through

other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and

liabilities at fair value through profit or loss are immediately recognised in profit or loss.

The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109

requires expected credit losses to be measured through a loss allowance. The Group recognises lifetime expected losses for all trade

receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an

amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit lossess if the credit risk on

the financial asset has been increased significantly since intial recognition.



2.19.5 Derivative financial instruments

2.19.6

2.19.7

2.20 Cash and cash equivalents

2.21 Cash Flow Statement

2.22 Earnings per equity share

2.23

A liability is current when:

- it is expected to be settled in normal operating cycle,

- it is held primarily for the purpose of trading,

- it is due to be settled within twelve months after the reporting period, or

- there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Offsetting of financial instruments

- expected to be realised or intended to be sold or consumed in normal operating cycle,

- held primarily for the purpose of trading,

- expected to be realised within twelve months after the reporting period, or

- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the

reporting period.

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable

legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the

liabilities simultaneously.

The Group enters into a variety of derivative financial instruments to manage its exposure to foreign exchange rate risks, including

foreign exchange forward contracts and cross currency swaps.

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured

to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately.

The Group considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to

an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash

equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

Cash flows are reported using the indirect method, where by profit before tax is adjusted for the effects of transactions of a non-cash

nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with

investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated.

Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Group by the weighted

average number of equity shares outstanding during the period. Diluted earnings per equity share is computed by dividing the net profit

attributable to the equity holders of the Group by the weighted average number of equity shares considered for deriving basic earnings

per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive

potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been

actually issued at fair value (i.e. the average market value of the outstanding equity shares). Dilutive potential equity shares are

deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined

independently for each period presented.

The Group determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is

made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a

reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are

expected to be infrequent. The Group’s senior management determines change in the business model as a result of external or

internal changes which are significant to the Group’s operations. Such changes are evident to external parties. A change in the

business model occurs when the Group either begins or ceases to perform an activity that is significant to its operations. If the Group

reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the

immediately next reporting period following the change in business model. The Group does not restate any previously recognised

gains, losses (including impairment gains or losses) or interest.

Reclassification of financial assets and liabilities

The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as

current when it is:

Current versus non-current classification

All other assets are classified as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The

Group has identified twelve months as its operating cycle.

The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any share

splits and bonus shares issues including for changes effected prior to the approval of the consolidated financial statements by the

Board of Directors.



2.24

2.25

2.26 Standards issued but not yet effective

IND AS 115 - Revenue from Contracts with Customers

Amendments to Ind AS 12 - Recognition of Deferred Tax Assets for Unrealised Losses

2.27 Changes in accounting policies and disclosures

Amendments to Ind AS 7 Statement of Cash Flows: Disclosure Initiative

Appendix B to Ind AS 21 Foreign Currency Transactions and Advance Consideration

Service concession agreement (SCA) - Recognition and measurement

A Group entity has entered into contract for design, part finance, engineering, manufacture, supply, erection, testing, commissioning

and operation and maintenance for 25 years of Grid Interactive Solar Power Project through Public Private Partnership with a public

sector power generator (PSU). The PSU has paid part of the project cost to the Group on commissioning of plant/Handover of Project.

Remaining cost and the operations and maintenance cost is being recovered over the period of the project in accordance with the

agreement with the PSU.

'The group has accounted for this as a service concession arrangement (SCA) in accordance with Appendix B of Ind AS - 11

Construction Contracts, since the control of the project asset remains with the PSU and the same shall be handed over to it at the end

of the contract period free of any encumbrances. Since, the Group is exposed only to availability risk but not the demand risk, the

arrangement is accounted using the financial asset model.

'As per the arrangement, the share of electricity revenue is divided into three parts i.e. towards deferred payment, interest income and

operation and maintenance revenue. The Group has initially measured financial asset at fair value and subsequently at amortized cost

by recognizing share of electricity sale revenue first towards operation and maintenance revenue. Subsequent thereto, amount is

recognised as interest income at computed Internal Rate of Return (IRR) on opening balance of the financial asset. Further, surplus of

revenue share over and above operation and maintenance revenue and interest income is recognized as recovery of the financial

asset.

In March 2018, the Ministry of Corporate Affairs had notified Ind AS 115 (Revenue from Contracts with Customers) which would be

applicable for accounting periods beginning on or after 1 April 2018.This Standard establishes the principles that an entity shall apply to

report useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows

arising from a contract with a customer. The Group is evaluating the requirements of the standard and its impact on its financials.

The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may

make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an

entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some

assets for more than their carrying amount.

These amendments are effective for annual periods beginning on or after 1 April 2018. These amendments are not expected to have

any impact on the Group.

The Group applied for the first time certain amendments to the standards, which are effective for annual periods beginning on or after

1st April, 2017. The nature and the impact of each amendment is described below:

The amendments require entities to provide disclosure of changes in their liabilities arising from financing activities, including both

changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). The Group has provided the

information for the current period.

The Parent Company recognises a liability to make dividend distributions to its equity holders when the distribution is authorised and

the distribution is no longer at its discretion. As per the corporate laws in India, a distribution is authorised when it is approved by the

shareholders. A corresponding amount is recognised directly in equity.

The Appendix clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income

(or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the

transaction is the date on which an entity initially recognises the non-monetary asset or non-monetary liability arising from the advance

consideration. If there are multiple payments or receipts in advance, then the entity must determine the transaction date for each

payment or receipt of advance consideration.

Entities may apply the Appendix requirements on a fully retrospective basis. Alternatively, an entity may apply these requirements

prospectively to all assets, expenses and income in its scope that are initially recognised on or after:

(i) The beginning of the reporting period in which the entity first applies the Appendix, or

(ii) The beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in

which the entity first applies the Appendix.

The Appendix is effective for annual periods beginning on or after 1st April, 2018. However, since the Group’s current practice is in line

with the Interpretation, the Group does not expect any effect on its consolidated financial statements.

Dividend distribution to equity shareholders of the Parent Company



3.

Estimation for impairment of goodwill - Note 4 (a)

Estimation of current and deferred tax expense - Note 28 and 8

Estimation for impairment of property, plant and equipment - Note 2.14

Estimation of defined benefit obligation - Note 34

Estimation of the values of contingent liabilities - Note 29

Estimation of useful lives of Property, plant and equipment - Note 2.12

The areas involving critical estimates are:

Critical accounting estimates and judgements

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about

the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated

assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these

estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the

period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the

revision affects both current and future periods. Detailed information about each of these estimates and judgements is included in

relevant notes together with information about the basis of calculation for each affected line item in the consolidated financial

statements.

Estimates and judgement are continually evaluated. They are based on historical experience and other factors, including expectations of

future events that may have a financial impact on the group and that are believed to be reasonable under the circumstances.

Tata Power Renewable Energy LimitedNotes to the Consolidated Financial Statements

4. Property, Plant and Equipment

Rs. crore

Description Freehold Land Buildings Roads

Transmission

lines and cable

network

Furniture

and

Fixtures

Office

Equipment

Motor

VehiclesTotal

Cost

Balance as at 1st April, 2017 247.01 134.92 1.74 43.71 1.04 2.07 0.25 9,138.32

Additions 11.09 37.41 1.88 94.58 0.00 0.24 0.05 1,624.55

Disposals - (1.92) - - (0.07) (0.11) - (7.36)

Balance as at 31st March, 2018 258.10 170.41 3.62 138.29 0.97 2.20 0.30 10,755.51


Balance as at 1st April, 2017 - 4.78 0.47 5.72 0.08 0.20 0.02 552.17

Depreciation Expense - 6.22 0.42 4.11 0.13 0.42 0.04 482.46

Disposals - (0.02) - - (0.01) (0.08) - (0.77)

Balance as at 31st March, 2018 - 10.98 0.89 9.83 0.20 0.54 0.06 1,033.86

Net carrying amount

As at 31st March, 2017 247.01 130.14 1.27 37.99 0.96 1.87 0.23 8,586.15

As at 31st March, 2018 258.10 159.43 2.73 128.46 0.77 1.66 0.24 9,721.65

Note:

1. Amount of borrowing cost capitalised Rs.40.10 crore for the year ended 31st March,2018.

2. The Group has created charge on certain assets in favour of lenders. Refer note 17.

Rs. crore

Description Freehold Land Buildings Roads Transmission

lines and cable

network

Furniture

and

Fixtures

Office

Equipment

Motor

Vehicles

Total

Cost

Balance as at 1st April 2016 40.18 4.48 1.74 31.14 - - - 1,822.92

Additions 39.04 12.70 - 12.57 0.06 1.11 - 1,668.32

Acquisitions through business combinations 175.28 117.74 - - 0.98 0.96 0.25 5,654.57

Disposals (7.49) - - - - - - (7.49)

Balance as at 31st March, 2017 247.01 134.92 1.74 43.71 1.04 2.07 0.25 9,138.32


Balance as at 1st April 2016 - 1.48 0.25 3.27 - - - 269.43

Depreciation Expense - 3.30 0.22 2.45 0.08 0.20 0.02 282.74

Disposals - - - - - - -

Balance as at 31st March, 2017 - 4.78 0.47 5.72 0.08 0.20 0.02 552.17

Net carrying amount

As at 01st April, 2016 40.18 3.00 1.49 27.87 - - - 1,553.49

As at 31st March, 2017 247.01 130.14 1.27 37.99 0.96 1.87 0.23 8,586.15

Note:

1. Amount of borrowing cost capitalised Rs.25.41 crore for the year ended 31st March,2017.

Plant and

Equipment

Plant and

Equipment

8,707.58

1,479.30

(5.26)

10,181.62

540.90

471.12

(0.66)

1,011.36

8,166.68

9,170.26

1,745.38

1,602.84

5,359.36

-

8,707.58

264.43

276.47

8,166.68

-

540.90

1,480.95



4a Goodwill

As at As at


Rs.crore Rs.crore

Balance at beginning of year 1,648.03 -

- 1,726.94

- (78.91)

Impairment of Goodwill (12.00) -

Balance at end of year 1,636.03 1,648.03

O&M cost inflation

Discount Rate

Plant load factor (PLF)

Additional amounts recognised from business combinations occurring

during the year

During the year 31st March, 2017, the Group had acquired Walwhan Renewable Energy Limited along with it’s

subsidiaries for a consideration of Rs.3,782.30 crore. The goodwill was provisionally determined at Rs.1,713.84 crore.

As per the share purchase agreement, the provisional consideration was to be adjusted for certain events existing at

the closing date. During the current year, the Group has adjusted the fair value of consideration by Rs.70.22 crore

being the measurement period adjustment and has revised the goodwill in the comparative period.

During the year ended 31st March, 2017, the Group also acquired Walwhan Solar Raj Limited and a goodwill of

Rs.11.42 crore was recorded. During the year, the Group has made a measurement period adjustment of Rs.8.69

crore consequent to recognition of deferred tax asset on reassessment.

The Management believes that any reasonably possible change in the key assumptions on which recoverable amount

is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the Goodwill

other than the one reported above.

The key assumptions used in the value in use calculations for the power cash-generating unit are as follows:

Plant load factor is estimated for each CGU based on past trend of PLF and

expected PLF in future.

The Group undertook the impairment testing of Goodwill assigned to each Cash Generating Unit (CGU) as at 31st

March, 2018 applying value in use approach across all the CGUs i.e. using cash flow projections based on financial

budgets covering contracted power sale agreements with procurers (15 to 20 years) using a discount rate (pre-tax) in

the range of 10.05% to 11.20% per annum. The Group has used financial projections for 15 to 20 years as the tariff

rates are fixed as per PPA.

Measurement period adjustment on account of business combination

done during the year ended 31st March, 2017

Based on the results of the Goodwill impairment test, in one of the CGU, the estimated value in use was less than its

carrying amount (including goodwill) by Rs.12 crore and accordingly impairment loss provision has been recognized as

an exceptional expense in the Statement of Profit and Loss.

O&M cost escalation of 8.30% for the first 5 years and 4% there after.

10.05% to 11.20% Pre-Tax Discount rate has been derived based on current

cost of borrowing and equity rate of return based on the current market

expectations.


5. Other intangible assets

Rs. crore

Customer Contracts

acquired under

business combination

Computer software Total

Cost

Balance as at 1st April, 2016 - - -

Acquired during the year 1,385.50 - 1,385.50

Balance as at 31st March, 2017 1,385.50 - 1,385.50

Balance as at 1st April, 2017 1,385.50 - 1,385.50

Acquired during the year - 0.35 0.35

Balance as at 31st March, 2018 1,385.50 0.35 1,385.85

Accumulated amortisation

Balance as at 1st April, 2016 - - -

Amortisation expense 36.99 - 36.99

Balance as at 31st March, 2017 36.99 - 36.99

Balance as at 1st April, 2017 36.99 - 36.99

Amortisation expense 62.52 0.01 62.53

Balance as at 31st March, 2018 99.51 0.01 99.52

Net carrying amount

As at 31st March, 2017 1,348.51 - 1,348.51

As at 31st March, 2018 1,285.99 0.34 1,286.33

Depreciation/Amortisation:



Rs.crore Rs.crore

Depreciation on tangible assets 482.46 282.74

Add: Amortisation on intangible assets 62.53 36.99

Total 544.99 319.73


6. Other Financial Assets

As at As at


Rs.crore Rs.crore

Non-current


Chirasthaayee Saurya Limited 79.51 -

Others

(i) Security Deposits


Doubtful 0.01 0.51

1.01 0.98

Less: Allowance for Doubtful Deposits 0.01 0.51

1.00 0.47

(ii) 201.89 203.94

(iii) Government Grants Receivables (Refer note 1) 8.03 -

210.92 204.41

Current


The Tata Power Company Limited 25.00 -

Others

(i) Accruals

Interest Accrued - bank deposits 0.04 0.39

Interest Accrued on Loans and Advances to Related Parties 2.85 -

2.89 0.39

Less : Provision for Doubtful InterestAllowance for Doubtful Interest - -

2.89 0.39

(ii) Security Deposits


(iii) 2.52 4.48

(iv) Government Grants Receivables (Refer note 1) 40.25 -

(v) Others - unsecured, considered good

Derivative asset 2.16 -

Insurance Claims Receivable 6.47 -

Recoverable from vendor 0.12 72.59

Other Advances - 0.63

8.75 73.22

60.12 83.91

Note : 1

7. Tax Assets

As at As at


Rs.crore Rs.crore

Non-current Tax Assets

Advance Income-tax (Net) 40.53 26.80

40.53 26.80

Current Tax Assets

Advance Income-tax (Net) 14.77 28.68

14.77 28.68

Receivables under service concession agreement

Receivables under service concession agreement

The Holding Company is eligible for government grant for Charanka and Palaswadi phase II project. Group has recognised

the same at fair value. Holding Company is in the process of creating charge on the said project asset in the favour of Solar

Enery Coporation of India. Once charge is created, Holding Company will file application for release of the grant.


8a. Deferred Tax Assets (Net)

As at As at


Rs.crore Rs. crore

Deferred Tax Liabilities 214.74 25.91

Deferred Tax Assets 297.20 132.67

Total - Net Deferred Tax Assets 82.46 106.76

2017-18 Opening Balance Acquired during the

year

Recognised in

Profit or loss

Recognised in

other

comprehensive

Income

Closing balance

Deferred tax assets in relation to

Unabsorbed depreciation 25.91 - (25.91) - -

Carry forward losses 36.57 - 158.90 - 195.47

MAT credit 70.19 - 31.54 101.73

132.67 - 164.53 - 297.20

Deferred tax liability in relation to

Property, plant and equipments 25.89 - 188.78 214.67

Investment at fair value 0.02 - 0.05 0.07

25.91 - 188.83 - 214.74

Net Deferred tax asset 106.76 - (24.30) - 82.46


year

Recognised in

Profit or loss

Recognised in

other

comprehensive

Income

Closing balance


Unabsorbed depreciation - 25.91 - - 25.91

Carry forward losses - 36.13 0.44 - 36.57

MAT credit - - 70.19 70.19

- 62.04 70.63 - 132.67


Property, plant and equipments 25.22 0.67 25.89

Investment at fair value 0.02 - 0.02

- 25.24 0.67 - 25.91

Net Deferred tax asset - 36.80 69.96 - 106.76

8b. Deferred Tax Liability (Net)

As at As at


Rs.crore Rs. crore

Deferred Tax Liabilities 340.68 290.35

Deferred Tax Assets 101.59 -

Total - Net Deferred Tax Liability 239.09 290.35


year

Recognised in

Profit or loss

Recognised in

other

comprehensive

Income

Closing balance


Property, plant and equipments 69.67 - 47.47 117.14

Borrowings - - 5.65 5.65

Fair value upliftment on Business Combination 220.78 - (8.22) - 212.56

Undistributed profits of subsidiary companies - - 4.90 4.90

Others (0.10) - 0.38 0.15 0.43

Deferred tax liability 290.35 - 50.18 0.15 340.68


Unabsorbed depreciation - - 4.34 4.34

Government Grants - - 17.73 17.73

Other non-current financial assets - - 0.33 0.33

MAT credit - - 79.19 79.19

Deferred tax asset - - 101.59 - 101.59

Net Deferred tax liability 290.35 - (51.41) 0.15 239.09


year

Recognised in

Profit or loss

Recognised in

other

comprehensive

Income

Closing balance


Property, plant and equipments 9.91 34.83 24.93 69.67

Other non current financial assets (0.25) - 0.25 -

Borrowings 0.28 - (0.28) -

Fair value upliftment on Business Combination - 227.13 (6.35) 220.78

Others 0.44 - (0.54) (0.10)

Net Deferred tax liability (net) 10.38 261.96 18.01 - 290.35

Unabsorbed depreciation for which no deferred tax asset is recognised amounts to Rs.2.10 crore (31st March, 2017 Rs.1.96 crore). The same has

no expiry date.

MAT Credit for the year ended 31st March, 2018 includes Rs.35.22 Crores relating to earlier years. Deferred Tax for the year ended 31st March,

2018 includes Rs.5.65 Crores relating to previous years.


9. Inventories

As at As at


Rs.crore Rs.crore

Stores and Spares (Lower of cost and net realizable value)

Stores and Spare Parts 13.20 13.75

Total 13.20 13.75

10. Other Assets

As at As at


Rs.crore Rs.crore

Non-current

(i) Capital Advances

Secured considered good 1.40 1.40

Unsecured considered good - 15.71

1.40 17.11

Less: Allowances for Doubtful Advances - -

1.40 17.11

(ii) Balances with Government Authorities

VAT/Sales Tax Receivable 3.16 2.71

3.16 2.71

(iii) Payment towards Leasehold land 37.07 38.27

(iv) Deferred Rent Expense 11.75 9.51

(v) Other AdvancesPrepaid Expenses 1.71 0.01

55.09 67.61

Current

(i) Balances with Government Authorities 7.94 7.01

(ii) Payment towards Leasehold land 1.90 1.89

(iii) Other Loans and Advances


Prepaid Expenses 3.55 3.18

Advances to Vendors 0.22 -

Deferred Rent Expense 0.24 0.14

Other Advances 0.57 1.95

4.58 5.27

Unsecured, considered doubtful

Other advances 1.68 -

Less: Allowances for Doubtful Advances (1.68) -

- -

(iv) Other Receivables 3.71 0.21

18.13 14.38



11. Current Investments



Quantity Quantity Rs.crore Rs.crore

Investments carried at Fair Value through Profit and Loss

Investments in Mutual funds (quoted)Invesco India Liquid Fund - Direct Plan - Growth 74,412 3,17,906 17.79 71.17

Invesco India Credit Opportunities - Direct - Growth 13,341 - 2.68 -

Invesco India Ultra Short Term - Direct - Growth 8,737 - 2.14 -

DSP Blackrock Liquidity Fund - Direct - Growth 91,713 41,488 22.50 9.65

JM High Liquidity - Growth - Direct 20,11,474 1,07,27,254 9.87 47.75

Axis Liquid Fund - Direct - Growth 70,813 2,75,411 13.65 49.66

Tata Money Market Fund - Growth - Direct 16,125 72,066 4.42 18.47

L&T Liquid Fund - Direct - Growth 750 - 0.18 -

Kotak Liquid Direct Growth 91 - 0.03 -

Baroda Pioneer Liquid Fund - Plan B (Direct) - 88,860 - 16.62

Sundaram Money Fund - Direct - 1,60,64,421 - 55.09

Birla Sun Life Cash Plus - Growth - Direct Plan - 23,08,818 - 60.33

SBI Premier Liquid Fund- Direct Plan- Growth - 55,831 - 14.25

BSL-CashPlus-Growth - 18,11,486 - 47.34

ICICI-Pru-Saving Fund-Growth - 8,68,213 - 21.86

DSP Blackrock Ultra Short Term Fund Direct Growth - 20,50,354 - 2.44

Aggregate amount of quoted investments 73.26 414.63


12. Trade Receivables - current

(Unsecured unless otherwise stated)

As at As at


Rs.crore Rs.crore

Considered good 333.43 429.79

Considered doubtful 0.44 -

333.87 429.79

Less: Provision for Doubtful Trade Receivables 0.44 -

Total 333.43 429.79

Notes:

3) Age of receivables

As at As at


Rs.crore Rs.crore

Within the credit period 123.57 234.81

1-90 days past due 109.07 103.26

91-182 days past due 57.64 76.62

More than 182 days past due 43.59 15.10

1)(a) The average credit period range between 30 to 60 days in respect of receivables pertaining to sale of power.

No interest is charged on trade receivables for the first 30 days from date of receipt of invoice by customers.

Thereafter, interest is charged at the rates prescribed by the Power Purchase Agreement (PPA) on the outstanding

balance once the dues are received.

1)(b) In respect of Generation Benefit Incentive (GBI), receivables for Indian Renewable Energy Development

Authority (IREDA) there is no specified credit period and the amounts are received by the Company as and when

funds are disbursed to IREDA by Government of India.

2) The Group supplies power to various State Distribution companies and to holding company under long term

PPAs between the Group and procurers. GBI is directly billed to IREDA as per GBI policy.


13. Cash and Cash Equivalents

As at As at


Rs.crore Rs.crore

(i) Balances with Banks:

In Current Accounts 72.44 21.16

0.02 64.90

(ii) Cheques on Hand - 0.05

Cash and Cash Equivalents as per Balance Sheet 72.46 86.11

Bank Overdraft (refer note 22) - (0.51)Cash and Cash Equivalents as per Statement of Cash Flows 72.46 85.60

14. Other Balances with Banks

As at As at


Rs.crore Rs.crore

(a) In Deposit Accounts 0.03 16.69

(b) In Deposit Escrow Account * - 45.21

(c) In Earmarked Accounts * 0.05 5.91

0.08 67.81

* Pertaining to acquisition of 100% shares of Walwhan Renewable Energy Limited.

In Deposit Accounts (with original maturity less than three

months)


15. Equity - Share Capital

Number Rs.crore Number Rs.crore

Authorised

Fully paid equity shares of ₹ 10 each 1,39,25,00,000 1,392.50 1,39,25,00,000 1,392.50

1,392.50 1,392.50

Issued104,51,07,715 1,045.11 56,61,07,715 566.11

Subscribed and Paid-up

104,51,07,715 1,045.11 56,61,07,715 566.11

1,045.11 566.11

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Number Rs.crore Number Rs.crore

Equity Shares

56,61,07,715 566.11 50,61,07,715 506.11

47,90,00,000 479.00 6,00,00,000 60.00

Outstanding at the end of the year 104,51,07,715 1,045.11 56,61,07,715 566.11

(b)

(c)

15A Unsecured Perpetual Securities

As at As at


Rs.crore Rs.crore

Opening balance 3,895.00 -

Add: Issued during the year - 3,895.00

Closing balance 3,895.00 3,895.00

Details of shareholders holding more than 5%


Total Issued, Subscribed and fully Paid-up Share Capital




Fully paid equity shares of ₹ 10 each

Fully paid equity shares of ₹ 10 each


The Tata Power Company Limited (Ultimate Holding Company) has provided a loan of Rs.3,895 crore to the Tata Power Renewable Energy Limited (Holding

Company) by way of unsecured perpetual debt. The debt is perpetual in nature with no maturity/redemption terms and is repayable only at the option of the

Holding Company. The interest on the perpetual securities is non-cumulative in nature. The distribution on these securities is subject to the availability of profits

and the consolidated debt to equity ratio of the Holding Company as per last audited financial statement is less than 2.33 without considering this perpetual debt.

Such distribution would be at the rate at which dividend has been declared by the Holding Company on equity shares for the relevant financial year. If no dividend

is declared by the Holding Company on equity shares in a given financial year, no interest shall be accrued, due or payable by the Holding Company to Ultimate

Holding Company for such financial year. As these securities are perpetual in nature and ranked senior only to the share capital of the Holding Company and do

not have any redemption obligation, these are considered to be in the nature of equity instruments.

The entire share capital of the company is held by The Tata Power Company Limited, the holding company.

Issued during the year

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 all

preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Terms/rights attached to Equity Shares

The company has only one class of Equity Shares having a par value of Rs. 10 per share. Each equity shareholder is eligible for one vote per share held.

Each equity shareholder is entitled to dividend as and when the company declares and pays dividend after obtaining shareholders approval. Dividends are

paid in Indian Rupees.


16. Other Equity

As at As at


Rs.crore Rs.crore

a. Debenture Redemption Reserve


Add: Amount transferred from retained earnings 59.16 34.16

Closing balance 106.75 47.59

b. Capital Reserve


Add: Movement during the year 10.78 -


c. Retained Earnings

Opening balance 125.03 22.11

Add: Profit for the year 276.81 139.84

Remeasurement of Defined Benefit Obligation (net of tax) 0.47 0.39

Less: Premium on redemption of CCD - 3.15

Payment of dividends on equity shares - Interim 125.33 -

Payment of dividends on equity shares - Final 24.92 -

Additional Income-tax on Dividend 30.29 -

59.16 34.16


d. Equity component of Compound Financial Instruments

Opening Balance - 2.04

Add: Redemption premium on CCD transfer from retain earnings - 3.15

Less: Redemption of compulsory convertible debenture - 5.19

Closing Balance - -

e. Deemed equity contribution

Opening Balance 8.93 -

Add: Fair value of corporate guarantee - 8.93


Total 297.15 189.63

Nature and purposes of reserves

Debenture Redemption Reserve

Capital Reserve

Retained Earnings

Deemed equity contribution

Transfer to Debenture Redemption Reserve

The Holding Company has provided corporate guarantees for Non-convertible Debentures (NCD) and Commercial Papers issued by the

Group. This has benefited the Group by way of its ability to raise loans at lower interest rate. Hence as per INDS AS 113, entity shall

measure the fair value of an asset or a liability using the assumptions that market participants would use when pricing the asset or

liability, assuming that market participants act in their economic best interest. Accordingly fair value of Rs.8.93 crore was derived using

interest saved approach. This cost is amortised over the period of loan against which guarantee was taken.

The Group is required to create a Debenture Redemption Reserve out of the profits which is available for payment of dividend for the

purpose of redemption of debentures. The same cannot be utilized toward distribution of dividend.

The opening balance of capital reserve is created consequent to scheme of amalgamation between NSW and TPREL. The addition is

towards acquisition of minority interest in subsidary companies of WREL.

Retained earnings are the profit of the company earned till date net of appropriations.


17. Non-current Borrowings

Non-current Current Non-current Current

Rs.crore Rs.crore Rs.crore Rs.crore

(i) Unsecured - At Amortised Cost

Redeemable Non-Convertible Debentures

Redeemable Non-Convertible Debentures 2,686.07 - 2,189.32 -

Term loan from Bank 497.11 - 298.85 -

3,183.18 - 2,488.17 -

(ii) Secured - At Amortised Cost

Term Loans from Banks 3,104.84 498.95 1,499.12 1,234.03

Term Loans from Others 527.80 1.97 197.51 1.77

Long Term Buyers Credit 345.18 - 1,497.77 -

3,977.82 500.92 3,194.40 1,235.80

Total borrowings (i+ii) 7,161.00 500.92 5,682.57 1,235.80

Security

As at 31st March 2018

Unsecured Redeemable Non-Convertible Debentures are secured by unconditional and irrevocable Corporate Guarantee

(CG) from the Holding Company for all amounts due under the facility including but not limited to interest, principal amount,

penal interest and any other costs/charges under the issue. CG shall remain valid till the issue is completely redeemed.

Term Loans and buyer's credit availed by various entities of the Group from various Banks and Financial Institutions are

secured by a pari passu charge on all present and future moveable and immovable assets, stores and spares, raw materials,

work-in-progress, finished goods, receivables, intangibles and rights of the respective entities.

As at 31st March 2017

Secured term loans including buyers credit availed by various entities of the group from the banks and others are secured by

pari pasu charge on all present and future movable, immovable assets, intangibles, current assets, rights under project

documents, project cashflow and accounts including DSRA accounts (wherever applicable) of the respective entities and some

of them are additionally secured by pledge of shares of subsidiaries held by their respective holding companies, minimum

shareholding undertaking (wherever applicable) and corporate guarantee by the Walwhan Renewable Energy Limited, The

Tata Power Company Limited or Tata Power Renewable Energy Limited.



17 Non-Current Borrowings - Terms of Repayment

FY 18-19 FY 19-20 FY 20-21 FY 21-22 FY 22-23 FY 23-28 FY 28-29 and

onwards


Redeemable Non-Convertible Debentures 2,694.48 - - 70.00 1,264.48 676.65 683.35 -

Term Loans from Banks 500.00 - 30.00 30.00 47.55 47.55 344.90 -


Term Loans

From Banks 3,608.67 498.95 180.77 218.43 229.26 247.20 1,156.89 1,077.17

From Others 530.47 1.97 7.28 7.50 7.71 38.54 206.71 260.75

Others

Buyers Credit 345.18 345.18 - - - - -

Total Borrowings 7,678.80 500.92 563.23 325.93 1,549.00 1,009.94 2,391.85 1,337.92

Less: Impact of recognition of borrowing at amortised cost

using effective interest method under Ind AS.

7.20

Less: Unamortised portion of fair value of corporate guarantee 9.68

Total Borrowings as per Financial Statement 7,661.92

Note: Range of interest rate:

1 Debenture - 8.00% to 9.38%

2 Term loan from bank - 8.35% to 9.60%

3 Term loan from others - 8.72% to 9.60%

Particulars Amount

Outstanding as at

31st March, 2018

Financial Year


18. Other Financial Liabilities

As at As at


Rs.crore Rs.crore

Current

(a) Current Maturities of Long-term Debt (Refer note 17) 500.92 1,235.80

(b) Interest accrued but not due on Borrowings

- Banks 6.81 19.66

- Debentures 81.15 38.62

- Holding company 1.61 -

(c) Corporate guarantee commission payable to

- Holding company 5.95 -

(d) Other Payables

Payables towards Purchase of PPE 192.44 759.53

Derivatives Contracts 21.45 69.60

Dividend payable to Holding Company 54.41 -

Contingent consideration payable 55.71 107.34

Other Financial Liabilities 0.01 8.62

920.46 2,239.17


19. Provisions

As at As at


Rs.crore Rs.crore

Non-current


Gratuity 5.32 0.65

Post-Employment Medical Benefits 0.50 -




8.34 0.65

As at As at


Rs.crore Rs.crore

Current


Gratuity 0.22 0.08

Compensated Absences 0.13 0.14


Other Employee Benefits 0.06 - 0.46 0.22



20. Tax liabilities

As at As at


Rs.crore Rs.crore

Current tax liabilities

Income-tax payable 7.45 1.52 7.45 1.52

21. Other Liabilities

As at As at


Rs.crore Rs.crore

Non-current

Deferred Revenue on government grants (Refer note 6)* 51.90 6.55

51.90 6.55

As at As at


Rs.crore Rs.crore

Current

Statutory Liabilities 32.56 20.99

Deferred Revenue on government grants (Refer note 6)* 2.01 0.29

Other Liabilities 0.01 0.49 34.58 21.77

* Movement of Deferred Revenue on Government Grant

As at As at


Rs.crore Rs.crore

Opening balances at the beginning of the year 6.84 5.91

Add: Recognised during the year 48.33 1.22

Less: Amortised during the year 1.26 0.29

Closing balances at the end of year 53.91 6.84

Current 2.01 0.29

Non-Current 51.90 6.55

22. Current Borrowings

As at As at31st March, 2018 31st March, 2017

Rs.crore Rs.crore


From OthersFrom Holding Company 35.00 -

Bank overdraft - 0.51

Commercial Papers 840.93 794.24

875.93 794.75


From BanksShort-term Loans - 34.61

Loan repayable on demand - 10.58

- 45.19

875.93 839.94

Security

The secured loan availed by subsidiaries are secured by Corporate Guarantee given by the Group.


23. Revenue from Operations

For the year ended For the year ended31st March, 2018 31st March, 2017

Rs.crore Rs.crore

(a) Revenue from Power Supply 1,613.61 920.37

(b) Operation & Maintenance income on service concession agreement 2.39 2.08

(c) Other Operating RevenueCompensation earned 15.68 14.04

Finance income on service concession arrangement 41.78 23.74

Generation based incentive and carbon credits 42.25 24.83

Deferred revenue on government grants 1.22 0.16

Other operating income - 0.16 100.93 62.93

1,716.93 985.38

24. Other Income

For the year ended For the year ended31st March, 2018 31st March, 2017

Rs.crore Rs.crore

(a) Interest income on Financial Assets held at Amortised Cost(i) Interest on Banks Deposits 1.98 3.08

Interest on vendor advance - 15.00 1.98 18.08

(ii) OthersInterest on Income-tax Refund 2.54 -

4.52 18.08

(b) Gain/(Loss) on Investment

Gain on sale of Current Investments measured at FVTPL 25.87 22.18 25.87 22.18

(c) Other Non-operating IncomeLoss on Disposal of Property, Plant and Equipment (Net) (3.53) (10.15)

Delayed Payment Charges 3.98 7.54

Insurance Claim (refer note i) 8.11 -

Miscellaneous revenue 4.46 0.55 13.02 (2.06)

43.41 38.20

Note (i):

The Subsidiary Company i.e. Walwhan Solar BH Limited (formerly known as Walwhan Solar BH Private Limited and Welspun

Energy Jharkhand Private Limited) of the Group has installed capacity of 40 Mw in Dist. Gaya, Bihar, consisting of 2 plants, 25

MW Solar plant in Sawkala village and 15 MW Solar plant in Bahera village.

On 18th September, 2017, the 25 MW plant at Sawkala was attacked by an armed group of miscreants. The miscreants

assaulted the security personnel stationed at site and placed detonators and caused an explosion in MCR. One Porta Cabin

used by the site team as office was put on fire by the miscreants. Some of the other equipment were also damaged. The

Incident was reported to local Police and concerned Govt. departments and the senior Police officials visited the site. The

Insurance Company has conducted preliminary survey at site and the preliminary estimated damage and the claim receivable

are Rs.1.55 Crores and Rs.1.15 Crores respectively and recorded in these financial statements. Further, on the basis of loss of

profit of insurance policy of the Group, insurance claim of INR 7.82 Crores has also been recorded as income in the statement

of profit and loss. The Group subsdiary company has also received an adhoc sum of INR 2.49 Crores from the insurance

company. The Group Subsidiary Company is in process of filing the insurance claim and is confident of recovering the same

since the same is covered by a valid insurance policy.


25. Employee Benefits Expense



Rs.crore Rs.crore

Salaries and Wages 22.87 6.18

Contribution to Provident Fund 1.03 0.36

Contribution to Superannuation Fund 0.08 -

Retiring Gratuities 0.53 -

Leave Encashment 0.06 -

Pension - -

Staff Welfare Expenses 0.75 0.76

25.32 7.30

26. Finance Costs



Rs.crore Rs.crore

(a) Interest Expense:

Borrowings

Interest on Debentures 219.68 98.23

Interest on Loans - Banks & Financial Institutions 326.70 278.96

Interest paid to holding company 1.79 8.17

Interest on commercial papers 83.07 21.84

Others

Other Interest and Commitment Charges 0.02 23.82

631.26 431.02

Less: Interest Capitalised* 39.94 25.41

591.32 405.61

(b) Other Borrowing Cost:

Prepayment charges 36.77 -

Net loss on foreign currency transaction and translation 18.22 43.85

Other Finance Costs 34.72 10.75

Less: Finance charges Capitalised* 0.16 -

89.55 54.60

680.87 460.21

* The weighted average capitalisation rate on the Company's general borrowings is 8.12% per annum (8.10% per

annum for 31st March, 2017).



27. Other Expenses



Rs.crore Rs.crore

1.43 0.37

Rental of Land, Buildings, Plant and Equipment, etc. 2.32 1.18

Repairs and Maintenance -

(i) To Machinery and Hydraulic Works 55.38 33.24

(ii) To Furniture, Vehicles, etc. 0.34 0.36

Rates and Taxes 9.36 0.88

Insurance 7.11 3.03

Other Operation Expenses 2.93 3.47

Penalty 6.84 -

Business Development expenditure 2.04 0.99

Acquisition expense on business combination - 21.27

Electricity consumed 2.92 1.37

Other fees 1.34 1.43

Liquidated Damages - 3.64

Travelling and Conveyance Expenses 3.20 2.04

Consultants' Fees 2.31 -

Auditors' Remuneration 2.45 2.96

Cost of Services Procured 15.32 16.71

Allowance for Doubtful Debts and Advances (Net) 2.05 2.26

Amortisation of Leasehold Land Payment 2.15 1.10

Legal Charges 7.35 3.59

Corporate Social Responsibility Expenses 3.91 0.68

Miscellaneous Expenses 1.73 1.15

132.48 101.72

Consumption of Stores, Oil, etc.

28 Tax expense reconcilitaion



Rs. in Crore Rs. in Crore

Current tax 113.30 36.54

MAT Credit (110.79) (70.19)

Deferred tax 83.68 18.24

Total income tax expense / (benefit) recognised in the current year 86.19 (15.41)

The income tax expense / (benefit) for the year can be reconciled to the accounting profit as follows:

31.03.2018 31.03.2017

Rs. in Crore Rs. in Crore

Profit before tax 364.68 134.62

Income tax expense calculated at 34.608% 126.21 46.59

Unused tax credit (MAT) pertaining to earlier years recognized in the current year (28.66) (60.60)

Effect of movement of tax on which no deferred tax was recognised or adjustment

arising in current year

(27.14) -

Non taxable income (17.98) -

Profit taxable at different tax rates for certain subsidiaries (11.37) -

Deduction during tax holiday period (4.02) (16.35)

Undistributed profits (2.38) -

Non deductible expenses 33.76 -

Other Items 16.66 8.23

Changes in income tax rates 1.11 -

Dividend distribution tax (DDT) - 6.72

Income tax expense / (benefit )recognised in statement of profit or loss 86.19 (15.41)

3. The Minimum Alternate Tax (MAT) rate applicable is 21.3416% of the book profit for the year 2017-18.



Year Ended

1. The tax rate used for the years 2017-18 and 2016-17 reconciliations above is the coporate tax rate of 34.608% payable by corporate

entities in India on taxable profits under the Indian tax law.

2. The Company has to pay taxes based on the higher of Income Tax profit of the company or MAT at 21.3416% of book profit for the

year 2017-18 and 2016-17.



29 Contingent Liabilities:

30 Commitment :

31

(a) Names of the related parties and description of relationship:

Name of the Related Party

Holding Company

The Tata Power Company Limited (TPCL)

Tata Power Solar Systems Limited (TPSSL)

Tata Power Trading Company Limited (TPTCL)

Maithon Power Limited (MPL)

Chirasthaayee Saurya Limited (CSL)

Key Management Personnel

Rahul Shah (Director)

Mahesh Dinkar Paranjape (Chief Executive Officer and Director)

Lalita Pershad Aggarwal (Chief Financial Officer)

Jinendra V Patil (Chief Financial Officer)

Nawshir Mirza (Independent Director)

Sanjay Bhandarkar (Independent Director)

Homiar Sorabji Vachha (Independent Director)

Anjali Kulkarni (Director)

India

India

India

Fellow Subsidiaries (where transactions have taken place)

India

India

India

India

India

India

India

(a) As at 31st March, 2018 - ₹ NIL - in respect of Income tax disputes (31st March, 2017 ₹ 5.88 crore) and in respect of VAT 0.91 crore as on

31st March, 2018 (31st March, 2017 ₹ 0.36 crore).

(a) Estimated amount of contracts remaining to be executed (net of capital advance) on Capital account and not provided for ₹ 39.02 crore (31st

March, 2017 ₹ 288.98 crore) .

Disclosure as required by Indian Accounting Standard 24 (IND AS-24) "Related Party Disclosures" as notified under the Companies

(Accounts) Rules, 2014 is as follows:

Country of Origin

(b) The Group has provided Corporate Guarantee of ₹ 78.89 crore (31st March, 2017 ₹ 1,804.17 crore) and has provided Bank Guarantee of ₹

222.01 crore (31st March, 2017 ₹ 174.05 crore) .

(b) WREL has taken credit facility of Rs.2,186 crore from State Bank of India. Against this facility of WREL, the Holding Company has

undertaken that it shall, without recourse to any of the assets of the WREL, bring in additional funds to meet any shortfall in debt servicing

obligations of the WREL on account of any downward revision / re-negotiation in the tariff.

(c) Walwhan Solar MP Limited (WSML) has taken credit facility of Rs.145 crore from Kotak Mahindra Bank. Against this facility, The Holding

Company has undertaken that it shall, without recourse to any of the assets of the (WSML), bring in additional funds to meet any shortfall in debt

servicing obligations of the WSML on account of rating downgrade below AA- by any rating agency or more than 50% of receivables are due for

more than 180 days.

India

India

India



31 (b) Details of Transactions / Balances Outstanding:

Particulars TPCL TPSSL TPTCL MPL CSL

Key

Management

Personnel

Operation / Project Management Service 9.26 - 0.08 - - -

4.68 - - - - -

Receiving of Services 4.16 6.29 0.02 0.24 - -

4.97 3.32 - - - -

Purchase of Fixed asset - 1,298.37 - - - -

- 738.78 0.00 - - -

Guarantees given including corporate guarantee 3,053.52 - - - - -

2,933.48 - - - - -

Guarantees returned including corporate guarantee 1,700.00 - - - - -

114.57 - - - - -

Fair value of corporate guarantee 8.15 - - - - -

5.00 - - - - -

Interest Expenditure 1.78 - - - - -

8.15 - - - - -

Interest Income 0.04 - - - 3.16 -

- - - - - -

Dividend Paid 150.25 - - - - -

- - - - - -

Prepetual securities issued - - - - - -

3,895.00 - - - - -

Borrowings Received 35.00 - - - - -

187.12 - - - - -

Borrowings Repaid (including conversion in equity) - - - - - -

293.12 - - - - -

Equity Contribution (including Share Application Money

pending for allotment and conversion of debt)479.00 - - - - -

228.00 - - - - -

Sale of Power 64.07 - - - - -

68.44 - - - - -

Cash Discount given 0.83 - - - - -

0.84 - - - - -

Loans given or assigned 25.00 - - - 79.50 -

- - - - - -

Remuneration * - - - - - 6.04

- - - - - 3.59

Sale of Investment 0.02 - - - - -

- - - - - -

Balance Outstanding

Loans taken (including Interest thereon) 36.61 - - - - -

- - - - - -

Perpetual securities outstanding 3,895.00 - - - - -

3,895.00 - - - - -

Loan given outstanding (including interest accrued

thereon)25.00 - - - 82.34 -

- - - - - -

Other Payables 11.44 153.77 0.04 - - 0.01

6.91 357.23 - - - -

Other Receivable 7.70 - - 0.24 - -

5.19 - - - - -

Dividend Payable 54.41 - - - - -

- - - - - -

Fair value of corporate guarantee 5.00 - - - - -

5.00 - - - - -

Guarantees given on behalf of TPREL 2,735.00 - - - - -

2,225.00 - - - - -

Guarantees given on behalf of WREPL 2,052.00 - - - - -

1,208.48 - - - - -

Above related party transactions are in ordinary course of business and are at arm's length.

Note: Previous year's figures are in Italics. Comparative period of the movement is for the period 01st April, 2016 to 31st March,

2017 and closing balance is for the year ended 31st March, 2017.

* Key Managerial Personnel are entitled to post-employment benefits and other long term employee benefits recognised as per Ind

AS 19 - ‘Employee Benefits’ in the financial statements. As these employee benefits are lump sum amounts provided on the basis

of actuarial valuation, the same is not included above.



32 Earnings per Share:

For the Year

ended 31st March,

2018

'₹

For the Year

ended 31st

March, 2017

'₹

Basic

276.81 139.84

85,44,06,345 52,92,85,797

10.00 10.00

3.24 2.64

Diluted

276.81 139.84

- -

276.81 139.84

85,44,06,345 52,92,85,797

4,04,60,274 75,94,521

89,48,66,619 53,68,80,318

10.00 10.00

3.09 2.60

33 Financial Instruments

33.1 (i) The carrying value of financial instruments by categories as of March 31, 2018 is as follows:

₹ in Crore

Particulars Fair Value through

Profit and Loss

Fair Value through

OCI

Derivative

instruments

not in

hedging

relationship

Amortised Cost Total Carrying Value Total Fair Value

Assets :

Cash and Cash Equivalents - - - 72.46 72.46 72.46

Trade Receivables - - - 333.43 333.43 333.43

Unbilled Revenue - - - 169.94 169.94 169.94

Current Investments 73.26 - - - 73.26 73.26

Other balances with banks - - - 0.08 0.08 0.08

Loans & Advances - - - 104.51 104.51 104.51

Other financial assets - - - 271.04 271.04 271.04

Total 73.26 - - 951.46 1,024.72 1,024.72

Liabilities:

Fixed rate borrowings (including current

maturities)

- - - 2,224.97 2,224.97 2,197.58

Floating rate borrowings (including

current maturities)

- - - 6,312.89 6,312.89 6,321.42

Trade Payables - - - 65.47 65.47 65.47

Other Financial Liabilities - - 21.45 398.09 419.54 419.54

Total - - 21.45 9,001.42 9,022.87 9,004.01

The carrying value of financial instruments by categories as of March 31, 2017 is as follows:

₹ in Crore

Particulars Fair Value through

Profit and Loss

Fair Value through

OCI

Derivative

instruments

not in

hedging

relationship

Amortised Cost Total Carrying Value Total Fair Value

Assets :

Cash and Cash Equivalents - - - 86.11 86.11 86.11

Trade Receivables - - - 429.79 429.79 429.79

Unbilled Revenue - - - 39.64 39.64 39.64

Other balances with banks - - - 67.81 67.81 67.81

Current Investments 414.63 - - - 414.63 414.63

Other financial assets - - - 288.32 288.32 288.32

Total 414.63 - - 911.67 1,326.30 1,326.30

Liabilities:


maturities)

- - - 1,194.48 1,194.48 1,194.48


current maturities)

- - - 6,563.84 6,563.84 6,573.39

Trade Payables - - - 38.11 38.11 38.11

Other Financial Liabilities - - 69.60 933.77 1,003.37 1,003.37

Total - - 69.60 8,730.20 8,799.80 8,809.35

(ii) Fair Value hierarchy

Add: Interest expense on Compulsory Convertible Debentures debited to Statement of Profit and Loss (₹ crore)

Profit attributable to equity shareholders on dilution (₹ crore)

The weighted average number of equity shares for Basic EPS (Nos)

Add: Effect of Share application money received in advance pending allotment

Weighted average number of equity shares for Diluted EPS (Nos)

Par value per equity share (₹)

Diluted Earnings Per Share restricted to Basic EPS (₹)

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and

consists of the following three levels:

• Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2 — Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly

(i.e. derived from prices).

• Level 3 — Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model

based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on

available market data.

The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair

value on a recurring basis (but fair value disclosure are required):

Net profit for the year attributable to equity shareholders (₹ crore)

Net profit for the year attributable to equity shareholders (₹ crore)

Weighted Average Number of Equity Shares for Basic EPS (Nos)

Par value per equity share (₹)

Basic Earnings Per Share (₹)

₹ in Crore


Financial Assets

Mutual Fund Investment 73.26 - - 73.26

Derivative Instruments - 2.25 - 2.25

Total 73.26 2.25 - 75.51



maturity)

1,664.83 532.75 - 2,197.58


current maturity)

1,002.38 5,319.04 - 6,321.42

Derivative financial liabilities - 21.45 - 21.45

Total 2,667.21 5,873.24 - 8,540.45


Financial Assets

Mutual Fund Investment 414.63 - - 414.63

Total 414.63 - - 414.63



maturity)

1,194.48 - - 1,194.48


current maturity)

1,002.66 5,570.73 - 6,573.39

Derivative financial liabilities - 69.60 - 69.60

Total 2,197.14 5,640.33 - 7,837.47

Valuation technique(s) and key input(s):

33.2 Capital Management and Gearing Ratio:

₹ in Crore


8,627.42 7,816.59

72.54 153.92

Net debt 8,554.88 7,662.67

Total Equity ** 5,237.26 4,839.83

163.35 158.33

33.3 Financial Risk Management:

(a) Market risk

(i) Foreign currency risk management

Foreign Currency

(in million)

Rs.crore Foreign Currency

(in million)

Rs.crore

In USD 109.27 709.58 230.61 1,497.77

(ii) Foreign currency sensitivity analysis

The following table analyses foreign currency assets and liabilities on balance sheet dates:


The following tables demonstrate the sensitivity to a reasonably possible change in USD exchange rates, with all other variables held constant. The impact on the

Group’s profit before tax and pre-tax equity is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency forward

and option contracts given as under :-

Particulars

Debt *

The Group's capital management is intended to create value for shareholders by facilitating the meeting of its long-term and short-term goals. Its Capital structure

consists of net debt (borrowings as detailed in notes below) and total equity.

Gearing ratio : The gearing ratio at the end of the reporting period was as follows:

There has been no transfer between level 1 and level 2 during the year.

Level 2: Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or

indirectly observable in the marketplace.

Level 1: The fair value of mutual funds and debentures is based on quoted price.

Cash and Bank balances

Net debt to equity ratio (%)

** Equity is defined as Equity share capital, Unsecured perpetual securities and other equity including reserves and surplus and non-controlling interests.

In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-

bearing loans and borrowings that define capital structure requirements. There have been no breaches in the financial covenants of any interest-bearing loans and

borrowing in the current period.

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group is

exposed to foreign exchange risk through capital buyers' credit availed in USD for import of solar modules. The results of the Group's operations can be affected

as the rupee appreciates/depreciates against this currency. The Group enters into derivative financial instruments such as foreign exchange forward and Currency

& Interest Rate Swaps to mitigate the risk of changes in exchange rates on foreign currency exposures.

Market risk is the risk that changes in market prices, such as foreign exchange rates (currency risk) and interest rates (interest rate risk), will affect the

Group's income or value of it's holding of financial instruments. The objective of market risk management is to manage and control market risk exposures

within acceptable parameters, while optimising the return.

* Debt : Debt is defined as long-term and short-term borrowings including current maturity and interest accrued on the borrowings (excluding derivative, financial

guarantee contracts and contingent considerations).

The Group’s principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables, financial guarantee contracts and other

financial liabilities. The main purpose of these financial liabilities is to finance the Group’s operations and to provide guarantees to support its operations.

The Group’s principal financial assets include loans, trade and other receivables, cash and cash equivalents, other bank balances, unbilled receivables,

finance lease receivables and other financial assets that derive directly from its operations. The Group also holds FVTPL investments and enters into

derivative transactions.

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management of these risks. The Group’s

senior management is supported by a risk committee that reviews the financial risks and the appropriate financial risk governance framework for the Group.

The Group’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in

accordance with the Group’s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have

the appropriate skills, experience and supervision. It is the Group’s policy that no trading in derivatives for speculative purposes may be undertaken. The

risk management policy is approved by the board of directors, which are summarized below:

Rupee depreciate

by INR1 against

USD

Rupee appreciate

by INR1 against

USD

Rupee

depreciate by

INR1 against

USD

Rupee

appreciate by

INR1 against

USD

Effect on profit before tax Rs.crore 0.03 (0.03) - -

Effect on pre-tax equity Rs.crore (0.03) 0.03 - -

(iii) Derivative financial instruments

₹ in Crore

Foreign currency

(in millions)

Nominal Value Fair Value (MTM) Foreign

currency (in

millions)

Nominal Value Fair Value

(MTM)

Forwards contracts 36.19 234.72 234.72 61.25 397.81 397.81

Currency Interest Rate Swaps (CRIS)

contracts

73.08 474.86 474.86 169.36 1,099.96 1,099.96

Note: Fair valule in bracket denotes liability

(iv) Interest rate risk management

50 bps increase 50 bps decrease 50 bps increase 50 bps

decrease

Interest expense on loan (+) Rs.23.78 crore (-) Rs.23.78 crore (+) Rs.21.32

crore

(-) Rs.21.32

crore

Effect on profit before tax (-) Rs. 23.78 crore (+) Rs.23.78 crore (-) Rs.21.32 crore (+) Rs.21.32

crore

(b) Credit risk management

₹ in Crore

Particulars 31st March, 2018 31st March, 2017

Trade receivables 333.43 429.79

Unbilled revenue 169.94 39.64

Loans & advances 104.51 -

Other financial assets 271.04 288.32

All of the above are due from the parties under normal course of the business and as such the Group believe exposure to credit risk to be minimal.

(c) Liquidity risk management

₹ in Crore

Expected maturity for financial Liabilities Up to

1 year

2 to 5

years

5+

years

Total Carrying Amount

31st March, 2018

Non-Derivatives

Borrowings (including current maturity) 1,374.82 3,765.65 3,397.39 8,537.86 8,537.86

Interest payable on above borrowings 600.86 2,154.76 1,269.43 4,025.05 89.57

Trade Payables 65.47 - - 65.47 65.47

Other Financial Liabilities 308.52 - - 308.52 308.52

Total Non-Derivative Liabilities 2,349.67 5,920.41 4,666.82 12,936.90 9,001.42

Derivatives


Total Derivative Liabilities 21.45 - - 21.45 21.45

31st March, 2017

Non-Derivatives

Borrowings (including current maturity) 2,075.76 2,085.95 3,596.63 7,758.34 7,758.34

Interest payable on above borrowings 322.23 719.05 598.91 1,640.19 58.28

Trade Payables 38.11 - - 38.11 38.11


Total Non-Derivative Liabilities 3,311.59 2,805.00 4,195.54 10,312.13 8,730.22

Derivatives


Total Derivative Liabilities 69.60 - - 69.60 69.60

# The table has been drawn up based on the undiscounted contractual maturities of the financial liabilities including interest that will be paid on those liabilities upto the

maturity of the instruments, ignoring the call and refinancing options available with the group. The amounts included above for variable interest rate instruments for non-

derivative liabilities is subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.

The Group manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. To manage this, the Group enters

into fixed rate borroiwngs and currency interest rate swaps, in which it agrees to exchange, at specified intervals, the difference between fixed and variable

rate interest amounts calculated by reference to an agreed-upon notional principal amount.

If the interest rates had been 50 basis points higher or lower and all the other variables were held constant, the effect on Interest expense for the respective

financial years and consequent effect on Group's profit in that financial year would have been as below:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The

capital expenditure of the Group is financed by loans, the shareholders' fund and internal proceeds. The interest bearing loans of the Group comprises of

both fixed and floating rate.


The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual

cash flows and matching the maturity profiles of financial assets and liabilities. The Group has access to a sufficient variety of sources of funding and debt maturing

within 12 months can be rolled over with existing lenders.

The Group takes on exposure to credit risk, which is the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group.

The Group holds derivative financial instruments such as foreign exchange forward and Currency & Interest Rate Swaps to mitigate the risk of changes in

exchange rate on foreign currency exposure. The counterparty for these contracts is generally a Bank or a Financial Institution. These derivative financial

instrument are valued based inputs that is directly or indirectly observable in the marketplace by an independent expert.

Outstanding contracts

The following table gives details in respect of outstanding foreign exchange forward and CIRS contracts:


Particulars

31st March, 201731st March, 2018

The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments.

Particulars



34. Employee benefit plan

34.1

34.2

34.2.1 The Group operates the following unfunded defined benefit plans:

Post Employment Medical Benefits

Pension

Ex-Gratia Death Benefit

Retirement Gift

Gratuity

34.3

Valuation as at 31st March, 2018 31st March, 2017

Discount Rate 7.70% p.a. 7.36% p.a.

Salary Growth Rate 5.00% p.a.to 7.00% p.a 8.00% p.a.

Turnover Rate - Age 21 to 44 years 0.50% p.a.to 2.50% p.a. 2.00% to 3.00% p.a.

Turnover Rate - Age 45 years and above 0.50% p.a.to1.00% p.a. 1.00% p.a.

Mortality Table Indian Assured Lives

Mortality (2006-08)

(modified) Ult

Indian Assured Lives

Mortality (2006-08)

(modified) UltAnnual Increase in Healthcare Cost 8% p.a. 8% p.a.

Unfunded Plan: Gratuity and Other Defined Benefit Plans

Gratuity Other Defined Benefit

Plans

Amount Amount

₹ Crores ₹ Crores

Balance as at April 1 2016 0.91 -

Current service cost 0.20 -

Past service cost - -

Interest Cost/(Income) 0.07 -

Amount recognised in statement of profit and loss 0.27 -


Actuarial (gains)/losses arising from changes in financial assumptions (0.39) -

Actuarial (gains)/losses arising from changes in demographic assumptions 0.00 -

Actuarial (gains)/losses arising from experience (0.00) -

Amount recognised in other comprehensive income (0.39) -

Benefits paid (0.06) -

Acquisitions credit/(cost) 0.00 -

Balance as at March 31 2017 0.73 -

Gratuity Other Defined Benefit

Plans

Amount Amount

₹ Crores ₹ Crores

Balance as at April 1 2017 0.73 -

Current service cost 0.35 0.06

Past service cost 0.00 0.18

Interest Cost/(Income) 0.20 0.02

Amount recognised in statement of profit and loss 0.55 0.26


Actuarial (gains)/losses arising from changes in financial assumptions (0.93) 0.01

Actuarial (gains)/losses arising from changes in demographic assumptions 0.17 -

Actuarial (gains)/losses arising from experience 0.28 (0.15)

Amount recognised in other comprehensive income (0.48) (0.14)

Benefits paid (0.25) -

Acquisitions credit/(cost) 4.99 0.60

Balance as at March 31 2018 5.54 0.72

The Group has a defined benefit plan granting ex-gratia in case of death during service. The benefit consists of a pre-determined lumpsum amount alongwith a sum

determined based on the last drawn basic salary per month and the length of service.

The Group has a defined benefit plan granting a pre-determined sum as retirement gift on superannuation of an employee.

The Group has a defined benefit gratuity plan. The gratuity plan is primarily governed by the Payment of Gratuity Act, 1972. Employees who are in continuous service for a

period of five years are eligible for gratuity. The level of benefits provided depends on the member's length of service and salary at the retirement date.

The principal assumptions used for the purposes of the actuarial valuations were as follows:

Defined Contribution plan

The Group makes Provident Fund and Superannuation Fund contributions to defined contribution plans for eligible employees. Under the schemes, the Group is required to

contribute a specified percentage of the payroll costs. The provident fund contributions as specified under the law are paid to the Governmment approved provident fund

trust or statutory provident fund authorities. The Group has no obligation, other than the contribution payable to the respective fund. The Group recognizes such contribution

payable to the respective fund scheme as an expense, when an employee renders the related service.

The Group has recognised Rs.1.03 crore (31st March, 2017 - Rs.0.36 crore) for provident fund contributions and Rs.0.08 crore (31st March, 2017 Rs.NIL) for

superannuation contribution in the Statement of Profit and Loss. The contributions payable to these plan by the Group are at rates specified in the rules of the schemes.

Defined benefit plans

The Group provides certain post-employment health care benefits to superannuated employees. In terms of the plan, the retired employees can avail free medical check-

up and medicines at Group's facilities.

The Group operates a defined benefit pension plan for employees who have completed 15 years of continuous service. The plan provides benefits to members in the form

of a pre-determined lumpsum payment on retirement.



34.4

Change in

assumption

31st March, 2018

0.50% Decrease by 0.40 Increase by 0.45


5% Decrease by 0.47 Increase by 0.01

1 year Increase by 0.01 Decrease by 0.01


Change in

assumption

31st March, 2017

0.50% Decrease by 0.01 Increase by -

0.50% Increase by - Decrease by 0.01

5% Decrease by - Increase by -

1 year Increase by - Decrease by -

0.50% Increase by - Decrease by -

34.5 The expected maturity analysis of undiscounted defined benefit obligation is as follows:

Within 1 year 0.28 0.17

Between 1 - 2 years 0.13 0.02




Beyond 5 years 2.79 -

The weighted average duration of the defined benefit obligation is 8.1 years.

34.6 Risk exposure:

Asset volatility:

Inflation rate risk:

Demographic risk:

Claim rates

31st March, 2017

₹ crore ₹ crore

Discount rate

Salary growth rate

This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal,

disability and retirement. The effect of these decrements on the defined benefit obligations is not straight forward and

depends upon the combination of salary increase, discount rate and vesting criterion.

Healthcare cost

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In

practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the

sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the

defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been

applied as when calculating the defined benefit liability recognised in the balance sheet.

The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior

period.


Increase in assumption Decrease in assumption

31st March, 2017

₹ crore ₹ crore

Through its defined benefit plans, the Group is exposed to a number of risks, the most significant of which are detailed

below:

The plan liabilities are calculated using a discount rate set with reference to government bond yield. If plan assets

underperform this yield, it will result in deficit. These are subject to interest rate risk.

Higher than expected increase in salary will increase the defined benefit obligation.

Mortality rates

Healthcare cost

Mortality rates

Sensitivity analysis

The sensitivity of the defined benefit obligations to changes in the weighted principal assumptions is:

Increase in assumption Decrease in assumption


₹ crore ₹ crore

Discount rate

Salary growth rate

Claim rates

The Tata Power Company Limited




35

As at and for the year ended March 31, 2018

Name of the Entity

As % of

consolidated

net assets

Amount

(Rs.crore)

As % of

consolidated

profit

Amount

(Rs.crore)

As % of

consolidated

profit

Amount

(Rs.crore)

As % of

consolidated

Other

comprehensive

income

Amount

(Rs.crore)

As % of

consolidated

Total

comprehensive

income

Amount

(Rs.crore)

Tata Power Renewable Energy Ltd. 72.52 5,100.60 34.80 667.81 46.95 201.39 70.45 0.31 46.98 201.70 Subsidiaries

Indo Rama Renewables Jath Ltd. 0.78 55.07 1.73 33.10 0.20 0.84 - - 0.20 0.84 Supa Windfarm Ltd. - 0.03 - - - - - - - - Poolavadi Windfarm Ltd. - 0.03 - - - - - - - - Nivade Windfarm Ltd. - 0.03 - - - - - - - - Vagarai Windfarm Ltd. (0.07) (5.27) 0.19 3.58 (1.35) (5.79) - - (1.35) (5.79) Walwhan Renewable Energy Limited

(Consolidated) 1

26.77 1,883.24 63.28 1,214.26 54.20 232.46 29.55 0.13 54.17 232.59

100.00 7,033.73 100.00 1,918.75 100.00 428.90 100.00 0.44 100.00 429.34 a) Adjustments arising out of consolidation (1,796.47) (158.41) (150.41) 0.03 (150.38) b) Non-Controlling Interest

Indian Subsidiaries

Vagarai Windfarm Ltd. - - 0.14 - 0.14 Walwhan Renewable Energy Limited

(Consolidated) 1

- - (1.82) - (1.82)

Total - (1.68) - (1.68)

Consolidated Net Assets / Profit after tax 5,237.26 1,760.34 276.81 0.47 277.28

Note:

1. Accounts of all subsidiaries of Walwhan Renewable Energy Limited have been consolidated with Walwhan Renewable Energy Limited.

36

37 Events occurring after reporting period:

38

39 Approval of Financial Statements






Director Director


Partner





The consolidated financial statements were approved by the board of director’s on 24th April, 2018.

The Group has determined its operating segment as generation and selling of power based on the information reported to the chief operating decision maker (CODM) in accordance with the

requirements of Indian Accounting Standard 108- 'Operating Segment Reporting', notified under the Companies (Indian Accounting Standards) Rules, 2015.

There were no significant events after the end of the reporting period which require any adjustment or disclosure in the financial statement.

The Board of Directors of the Company at its meeting held on 17th December, 2015 & 15th May 2017 has considered and approved the "Scheme of Amalgamation"(“the Scheme”) under Section 232

and other applicable provisions, if any, of the Companies Act, 2013 for transfer of 379.5 MW renewable assets as a going concern on the Slump Sale basis from The Tata Power Company Ltd

("transferor company”, "holding company") to the Company and its wholly owned subsidiaries ("transferee companies”, "subsidiary companies") with effect from the date when Scheme is approved by

the competent authority. The Company has filed the necessary petition before the National Company Law Tribunal (NCLT).

Share in Total

Comprehensive Income

Statement of Net Assets and Profit and Loss attributable to Owners and Non-Controlling Interest

Net Assets i.e. total

assets minus total

Share of Profit or (loss) Share in Other

Comprehensive Income

Total Income i.e.

Revenue Plus Other

Documents

TATA POWER RENEWABLE ENERGY LIMITED · 2018. 7. 3. · TATA POWER RENEWABLE ENERGY LIMITED The ELEVENTH ANNUAL GENERAL MEETING of TATA POWER RENEWABLE ENERGY LIMITED will be held