Your Directors take pleasure in presenting the Fifteenth Annual Report on the business and operations of the Company along with the audited Standalone and Consolidated financial statements, for the financial year ended March 31, 2022.
|Results of our Operations||Rs. In Lakhs|
|Sales and Other Income||3,165||3,599||31,522||26,270|
|Profit / (Loss) before Interest, Depreciation and Tax & Exceptional items||(472)||(195)||22,846||17,000|
|Depreciation and Amortisation||3||51||8,862||9,099|
|Profit/(Loss) before Tax||(1,978)||(744)||4,655||(5,071)|
|Less : Provision for Tax||-||-||-||-|
|Profit/(Loss) for the year||(1,978)||(744)||4,655||(5,071)|
|Profit/(Loss) from discontinued operations||(195)||(53)||(1,077)||(630)|
|Other Comprehensive Income||3||5||(96)||163|
|Total Comprehensive Income/(Loss) for the year||(2,170)||(792)||3,482||(5,538)|
|Total Comprehensive Income/(Loss) for the Year attributable to shareholders of the Company||(2,170)||(792)||3,402||(5,592)|
Performance at Consolidated Level
Total income on consolidated basis for the year stood at Rs.31,522 lakhs as against Rs.26,270 lakhs reported for the corresponding period last year.
EBITDA for the year stood at Rs.22,846 lakhs as against Rs.17,000 lakhs during previous year. EBITDA margins for the year stood at 34% as against 30% for previous year.
Depreciation for the year stood at Rs.8,862 lakhs as against Rs.9,099 lakhs recognized during last year.
Interest expense for the year stood at Rs.12,161 lakhs as against the previous year of Rs.13,816 lakhs.
Profit from continuing operations for the year stood at Rs.4,655 lakhs as against a loss of Rs.5,071 lakhs reported for last year.
The Loss from discontinued operations stood at Rs.1,077 lakhs as against a Loss of Rs.630 lakhs in previous year.
With assets located across some of the best wind sites of the country, the Company has a good mix of renewable projects spread across several states. A healthy mix of old and new assets ensures steady and consistent generation of units. The problems associated with grid back down have now been resolved and the power plants continue to operate in an environment wherein grid availability in Tamil Nadu continues to remain around 95%.
Considering the stay granted by the Supreme Court of India on the order issued by Central Electricity Regulatory Commission (‘CERC) on reduction of floor price, and based on the legal opinion obtained, the Company is confident of favourable decision on the appeal with Honble Supreme Court against the APTEL (Appellate Tribunal for Electricity) at New Delhi order and realization of difference of Rs. 500/ REC aggregating Rs. 2,071 lakhs in respect of the receivables as on 31st March 2017.
The Central Energy Regulatory Commission (CERC) in its order dated June 17, 2020 revising the floor and forbearance price of Renewable Energy Certificates (RECs), to Rs. Nil and Rs.1,000/- respectively was set aside by the APTEL during the year. Consequently, the trading of RECs resumed with a floor price of Rs. 1,000/REC. Accordingly, OGPL group has realized Rs. 4,648 Lakhs from REC sales during the year.
The companys revenue to the extent of Rs 21 Crores is in escrow pending the disposal of a stay granted by the Supreme Court of India on the order issued by Central Electricity Regulatory Commission (‘CERC) on reduction of floor price of RECs. This has been pending for over Five years. In addition, an ongoing dispute with the AP discom has resulted in a sum of Rs. 60 Crores being held up for over a year. The combination of these issues has made cashflows particularly challenging for the company this year.
Scheme of Arrangement
The Board of Directors of the Company, at their meeting held on January 30, 2020, gave in- principle approval for a scheme of arrangement wherein 50% of the share capital and certain portion of securities premium account would have been utilized towards adjustment of identified business losses of the Company. The draft scheme would have been subject to approval from shareholders and regulatory authorities. Subsequent to the approval of scheme, the par value of the equity share was proposed to be Rs.5 per share.
The Company was directed to re-submit the scheme application with latest financials available, as the review by stock exchanges were not completed within the expected time. Considering the time and costs involved in the process of resubmission, the Board in its meeting dated August 11,2021 approved the withdrawal of the scheme.
The Board of Directors of the Company approved the raising of funds for an aggregate amount up to Rs. 230 Crores (Rupees Two Hundred and Thirty Crores Only) by way of an issuance of Equity Shares on rights basis to the eligible equity shareholders of the Company as on the record date, as may be notified by the Company, subject to receipt of Regulatory/Statutory approvals, in accordance with the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations") and the Companies Act, 2013 and rules made thereunder ("Companies Act").
Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 (the Act) read with relevant rules issued thereunder form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.
The annual financial statements of the subsidiaries and related detailed information will be kept at the Registered Office of the Company and will be available to investors seeking information at any time.
The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Policy, as approved by the Board, are available on our website, at http://orientgreenpower.com/ Companies-Act-and-SEBI-Compliance.asp.
The Company has not declared any dividend due to inadequate profit earned by the Company during the year.
During the year under review, there were no changes in the Authorised, Issued and Paid Up share Capital of the Company. However, on 07th April 2022 the company vide approval of shareholders of the Company via Postal Ballot the company has increased the Authorized Share Capital from the existing capital of Rs. 800,00,00,000/- (Rupees Eight Hundred Crores) divided into 80,00,00,000 (Eighty Crores) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 1600,00,00,000/- (Rupees One Thousand Six Hundred Crores) consisting of 130,00,00,000 (One Hundred and Thirty Crores) Equity Shares of Rs.10/- (Rupees Ten) each, aggregating to Rs. 1300,00,00,000/- (Rupees One Thousand Three Hundred Crores) and 30,00,00,000 (Thirty Crores) Preference Shares of Rs. 10/- (Rupees Ten) each, aggregating to Rs. 300,00,00,000 /- (Rupees Three Hundred Crores).
Change in promoters Shareholding
During the year under review, the Promoter ie. Janati Bio Power Private Limited shareholding has been reduced from 36,54,11,114 Equity Shares to 25,88,08,809 Equity Shares by way of invocation and sale of shares.
Particulars of Loans, Guarantees and Investments
The Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.
Material changes and commitments affecting financial position between the end of the financial year and date of the report
There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis Report, the Business Responsibility Report ("BRR") form part of the Directors Report.
Subsidiaries and Associates
As at 31st March, 2022, your Company had a total of 6 subsidiaries, 3 step down subsidiaries and 1 Associate, the details of which are given elsewhere in the Annual Report under the relevant Sections.
Orient Green Power Company Limited held 90% of the Equity Share in Statt Orient Energy Private Limited, which has been disposed during the year and accordingly ceased to be a subsidiary of the Company.
Orient Green Power Company Limited held 38.87% of the Equity Shares in Pallavi Power and Mines Limited ,which has been disposed during April 2022 and accordingly ceased to be an associate of the Company.
The information as required under the first proviso to sub-section (3) of Section 129 is given in Form AOC-1, is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Companies Act, 2013 ("Act"), financial statements of the Company, Consolidated financial statements along with the relevant documents and separate audited accounts in respect of the subsidiaries of the Companies are available in the website of the Company http://orientgreenpower.com/ Subsidiary-Accounts.asp
The Company has not accepted any deposits either from the shareholders or public and as such, no amount of principal or interest was outstanding as on the date of Balance Sheet.
The Company has been complying with the provisions of Corporate Governance as stipulated in Regulations 24, 27 and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A separate report on Corporate Governance along with Auditors Certificate on compliance of the Corporate Governance norms as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forming part of this report are provided elsewhere in this Annual Report.
Internal Control System
The Company has in place, an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed, keeping in view the nature of activities carried out at each location and the various business operations. The company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal controls system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit. All significant audit observations and follow-up actions thereon were reported to the Audit Committee. The Audit Committee also met the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the Company.
Your Company also has a Risk Management Framework in place covering all critical areas of operation. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business.
Directors Responsibility Statement
The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (‘the Act), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
The directors confirm that:
(i) In the preparation of the annual accounts for the year ended 31st March 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2022, statement of Profit & Loss, statement of changes in equity and statement of cash flows of the Company for the year ended on that date;
(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the annual accounts of the Company on a ‘going concern basis.
(v) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are reasonably adequate and operating effectively; and
(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are reasonably adequate and operating effectively.
Number of Board Meetings
The Board of Directors met 6 (Six) times in the financial year 2021-22. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.
Familiarization Program for Independent Directors
The Company has an orientation programme upon induction of new Directors as well as other initiatives to update Directors on a continuous basis. The Familiarization Programme of the Company will provide information relating to the Company, wind energy / renewable energy industry, business model of the Company, geographies in which Company operates, etc. The programme also intends to improve awareness of the Independent Directors on their roles, rights, responsibilities towards the Company. Further, the Familiarization Programme should also provide information relating to the financial performance of the Company and budget and control process of the Company. The format of the letter of appointment is available on our website, http://orientgreenpower.com/Companies-Act-and-SEBI-Compliance.asp
Directors and Key Managerial Personnel
Mr. Venkatachalam Sesha Ayyar, has resigned from the position of Managing Director & CEO of the Company with effect from 30th September 2021.
Mr. P Krishna Kumar (DIN: 01717373) retires by rotation and being eligible, offers himself for re-appointment in accordance with the provisions of Section 152(6) and the Articles of Association of the Company. A resolution seeking shareholders approval for his re-appointment forms part of the Notice.
Mr. T Shivaraman has been appointed as Managing Director & CEO of the Company for a period of 3 years with effect from 30th March 2022 till 29th March 2025. A resolution seeking shareholders approval for his re-appointment forms part of the Notice.
b) Independent Directors:
The Company has received declarations from each independent directors of the Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in Section 149(6) of the Act.
Further the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
c) Key Managerial Personnel:
There has been no change in the Key Managerial Personnel during the year except for the details as mentioned in point (a) above.
Committees of the Board
The Company has following committees of the Board:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
4. Risk Management Committee
5. Investment/Banking/Borrowing Committee
6. Corporate Social Responsibility Committee
7. Rights Issue Committee
A detailed note on the composition of the Board and its committees are provided in the Corporate Governance Report as part of this Annual Report.
Related Party Transactions and Particulars of contracts or arrangements made with related parties.
All the related party transactions that were entered into during the Financial Year 2021-22 were on an arms length basis and in the ordinary course of business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors or Key Management Personnel etc. which may have potential conflict with the interest of the company at large.
All Related Party Transactions are presented to the Audit Committee and the Board. A statement of all related party transactions was presented before the Audit Committee specifying the nature, value and terms and conditions of the transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on the Companys website at http://orientgreenpower.com/Companies-Act-and-SEBICompliance.asp The details of the material contracts or arrangements i.e. transactions with Related Parties during the year, are provided in the accompanying financial statements and also in form AOC-2 is appended as Annexure 1 to the Boards Report.
Evaluation of the Boards Performance
In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.
Prevention of Sexual Harassment at workplace
The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. There were no complaints reported during the financial year under the said policy.
Audit reports and Auditors Audit reports
1. The Auditors Report for the year 2021- 2022 does not contain any qualification, reservation or adverse remark. The Auditors Report is forming part of the financial statements in this Annual Report.
2. The Secretarial Auditors Report for the year 2021- 2022 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as Annexure 2 to the Boards report.
3. As required by the Listing Regulations, the auditors certificate on corporate governance is enclosed. The auditors certificate for Year 2021-2022 does not contain any qualification, reservation or adverse remark.
4. The Company is in compliance with Regulation 24A of the Listing Regulations. The Companys unlisted material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Beta Wind Farm Private Limited, Bharath Wind Farm Limited and Clarion Wind Farm Private Limited are enclosed as Annexure 3, 4 & 5 respectively.
M/s. G.D.Apte & Co, Chartered Accountants (Firm Registration No. 100515W) the statutory auditors of the Company, will hold office till the conclusion of the Fifteenth Annual General Meeting of the Company. The Board has recommended the re-appointment of M/s. G.D.Apte & Co, Chartered Accountants as the statutory auditors of the Company, for a second term of five consecutive years, from the conclusion of this Fifteenth Annual General Meeting till the conclusion of the Twentieth Annual General Meeting to be held in the year 2027, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.
Internal Audit of the company is handled by M/s. Sundar Srini & Sridhar, an independent Chartered Accountant firm, for evaluating the adequacy of internal controls and concurrently reviews majority of the transactions in value terms.
Independence of the firm and compliance is ensured by the direct reporting of the firm to the Audit Committee of the Board.
M/s. Sundar Srini & Sridhar conveyed their intent to resign due to professional pre-occupation. The Board of Directors have considered and approved the appointment of Mr. T Bakeerathan, as Internal Auditor of the Company, with effect from 20th May 2022.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. M Alagar & Associates, Practicing Company Secretary, CP No. 8196 were appointed as Secretarial Auditors for the financial year 2021-22, to audit the secretarial and related documents of the Company.
In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, your Company has instituted a comprehensive Code titled as "Code of Conduct to regulate, Monitor and Report trading by Insiders" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.
The policy provides the framework in dealing with securities of the Company. Details of the policy are available on our website, at http://orientgreenpower.com/Companies-Actand-SEBI-Compliance.asp to regulate, Monitor and Report trading by Insiders.
Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rule 2014, is appended as Annexure- 6 to the Boards report.
Particulars of Employees
The Information as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure- 7 to the Boards report. The Information as required under Rule 5(1) & Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in an annexure forming part of this Annual report. In terms of the first provision to Section 136 of the Act, the report and accounts are being sent to 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. None of the employees listed in the said annexure are related to any directors of the Company.
Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
Compliance with Secretarial Standards
During the year under review, the Company has complied with all the applicable Secretarial Standards.
Extract of Annual Returns
Annual Return of the Company is available in our website at http://orientgreenpower. com/Investor/Annual Report.asp.
The details of the major policies approved and adopted by the Board as per SEBI Regulations are as follows:
Whistle Blower Policy (Policy on Vigil Mechanism)
The company has adopted a whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the companys code of conduct and ethics. Details of the policy are available on our website, at http://orientgreenpower. com/Companies-Act-and-SEBI-Compliance.asp Whistle Blower Policy.
Policy for Determining Materiality for Disclosures
The policy applies to disclosures of material events affecting the Company and its subsidiaries. Details of the policy are available on our website, at http://orientgreenpower.com/ Companies-Act-and-SEBI-Compliance.asp for Determining Materiality of Events.
Nomination and Remuneration Policy
This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of the director (Executive/ non-executive) and also the criteria for determining the remunerations of the Directors, Key Managerial Personnel, Senior Management. Details of the policy are available on our website, at http://orientgreenpower.com/CompaniesAct-and-SEBI-Compliance.asp
Corporate Social Responsibility Policy
The policy outlines the companys strategy to bring about a positive impact on society through programs relating to hunger, poverty, education, healthcare, environment and lower its resource footprint. Details of the CSR policy are available on our website, at http://orientgreenpower.com/ Companies-Act-and-SEBI-Compliance.asp
Policy on Material Subsidiaries
The policy is used to determine the material subsidiaries of the company. Details of the policy are available on our website, at http://orientgreenpower.com/Companies-Actand-SEBI-Compliance.asp
Related Party Transactions Policy
The policy regulates all transactions between the company and its related parties. Details of the policy are available on our website, at http://orientgreenpower.com/CompaniesAct-and-SEBI-Compliance.asp
Documents Retention and Archival Policy
The policy deals with the retentions and archival of corporate records of the Company and all its subsidiaries. Details of the policy are available on our website, at http://orientgreenpower.com/Companies-Act-and-SEBICompliance.asp
Risk Management Policy
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.
The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Details of policy on Risk management is available on the website of the Company at http://orientgreenpower.com/files/Risk-Management-Policy.pdf
Dividend Distribution Policy
Policy is to set out guidelines as to return to the shareholders that cash, which in the opinion of the board, is in excess to the short and medium term cash requirements and facilitate the process of dividend recommendation or declaration and its pay-out by the company which would ensure a regular dividend income for the shareholders and long term capital appreciation for all stakeholders of the company. Details of the Policy are available on our website at http:// orientgreenpower.com/files/Dividend Distribution-Policy. pdf
The Nomination and Remuneration Committee of the Board (‘NRC) oversees matters relating to succession planning of Directors, Senior Management and other Key Executives of the Company.
Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules), any Application money received by the company for allotment of securities and due for refund shall be transferred to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the amounts which have not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the IEPF account created by the IEPF Authority. Accordingly, on 5th October 2017 unclaimed Share Application money amounting to Rs. 16,750 has been transferred to IEPF account as per the requirements of the IEPF rules.
Business Responsibility Report (BRR)
The Listing Regulations mandate the inclusion of the BRR as part of the Annual Report for the top 1,000 listed entities based on market capitalization. In compliance with the Listing Regulations, Our Business Responsibility Report forms part of this Annual Report.
• The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India
• Neither the statutory auditors nor the secretarial auditor, internal auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.
• The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors; and
• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise
Electronic copy of the Annual Report for FY 2022 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Companys Registrar and Share Transfer Agent. As per the General Circular No. 20/2020 of Ministry of Corporate Affairs dated May 5, 2020, shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered with Link Intime India Private Limited, Companys Registrar and Share Transfer Agent.
Your Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, Bankers, Financial Institutions for their sincere and dedicated services as well as their collective contribution to the Companys performance.
Your Directors also thank the Government of India, Government of various States in India and concerned Government Departments for their co-operation.