1. Re-organisation of the Company’s Green and Grey Businesses:
The Board at its meeting held on 25th November, 2021, had approved the re-organisation of the Company’s Green (Renewable) Business and Grey (Thermal) Business for streamlining the renewable portfolio and setting up a holding structure to unlock and enhance shareholders’ value. Pursuant to the same, the following actions had effectuated during the year ended 31st March, 2022:
a) 100% of the equity investment held by JSW Future Energy Limited (JSWFEL), a wholly owned subsidiary company, in the following companies were transferred to JSW Neo Energy Limited (JSWNEL), another wholly owned subsidiary of the Company, at cost.
• JSW Renew Energy (Kar) Limited (JSWREKL), a wholly owned subsidiary of JSWFEL of ' 0.01 crore
• JSW Renewable Energy (Dolvi) Limited (JSWREDL), a wholly owned subsidiary of JSWFEL of ' 22.10 crore
b) 100% of the equity investment held by JSW Hydro Energy Limited (JSWHEL), a wholly owned subsidiary of the Company in JSW Energy (Kutehr) Limited (JSWEKL), a wholly owned subsidiary of JSWHEL amounting to ' 789.33 crore was transferred to JSWNEL at cost.
c) 100% of the equity investment held by the Company in JSWHEL, a wholly owned subsidiary of the Company amounting to ' 2046.01 crore was transferred to JSWNEL at cost.
During the year ended 31st March, 2023, the petition filed with National Company Law Tribunal (NCLT), Mumbai bench for scheme of amalgamation of JSW Future Energy Limited with JSW Neo Energy Limited (both wholly owned subsidiaries of the company) with appointed date of 1st April, 2022, has been approved by the NCLT vide its order delivered on 25th August, 2022. On 26th March, 2023, the Scheme has become effective upon receipt of relevant regulatory approvals and necessary filings.
Post consummation of the aforesaid Scheme of Amalgamation, JSWNEL houses the renewable businesses.
2. Terms of conversion of unsecured perpetual securities:
These securities are perpetual in nature with no maturity or redemption and are callable only at the option of the issuer. The distributions on these securities are non-cumulative and at the rate at which dividend has been declared by the issuer on its equity shares for the respective financial year. As these securities are perpetual in nature and repayment shall rank senior to the issuers obligations to make payments / distribution in relation to its preference and equity share capital and any other securities at par with preference and equity share capital of the issuer Company and does not have any redemption obligation, these are considered to be in the nature of investment in equity instruments.
1. The terms of interest free Unsecured Optionally Convertible Debentures @ ' 10 each are as below:
a) Each debenture shall be convertible into one (1) Equity share of the Ind-Barath Energy (Utkal) Limited at any time, at the option of the company.
b) In the event the company chooses not to exercise the conversion option within a period of 7 years, then the same can be redeemed at the end of 7 years.
2. Terms of preference shares are as follows:
a) 10% Redeemable Non Cumulative Preference Shares of ' 10 each fully paid up invested in JSW Power Trading Company Limited are redeemable on 30th April, 2035.
b) 10% Redeemable Non Cumulative Preference Shares of ' 10 each fully paid up invested in JSW Realty & Infrastructure Private Limited are redeemable after 15th year from the date of allotment in 5 annual installments from financial year 2022-23 to 2033-34.
3. Refer note 15 for current investments hypothecated as security against borrowings.
b) The average credit period allowed to customers is in the range of 7-45 days and interest on overdue receivables is generally levied at 10.60% to 16.80% per annum (previous year 10.60% to 16.80% per annum) as per the terms of the agreement.
c) The Company does not have history of defaults in trade receivables. Loss allowance is estimated for disputed receivables based on assessment of each case by obtaining legal advice, where considered necessary.
d) Trade receivables include ' 81.11 crore (as at 31st March, 2023'81.11 crore) withheld / unpaid by the customers because of tariff related disputes which are pending adjudication [Refer note 29(A)(1)(b)]. The Company has, based on legal advice, and subsequent actions by the regulators in certain cases, assessed that there is a reasonable certainty about recoverability of these receivables and no provision is required. Having regard to the said assessment and based on the expected timing of realisation of these balances, the Company has classified the receivables into current and non-current.
e) Refer note 15 for trade receivables hypothecated as security against certain bank borrowings.
f) Movement in loss allowance for doubtful receivables
c) Rights, preferences and restrictions attached to equity shares
(i) The Company has only one class of equity shares having a par value of ' 10 each. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to approval of the Shareholders in the annual general meeting.
(ii) I n the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount, in proportion to the shareholding.
f) Dividend
(i) The Board of Directors in its meeting held on 23rd May, 2023 has recommended dividend of 20% (' 2 per equity share of ' 10
each) for the year ended 31st March, 2023 and the same was approved by the shareholders at the Annual General Meeting
held on 30th June, 2023, which resulted in a cash outflow of ' 328.94 crore.
(ii) The Board of Directors in its meeting held on 07th May, 2024 has recommended dividend of 20% (' 2 per equity share of ' 10
each) for the year ended 31st March, 2024, subject to the approval of shareholders at the ensuing Annual General Meeting.
(1) General reserve
The Company created a general reserve in earlier years pursuant to the provisions of the erstwhile Indian Companies Act 1956, wherein certain percentage of profits were required to be transferred to general reserve before declaring dividend. As per Companies Act, 2013, the requirement to transfer of profits to general reserve is not mandatory. General reserve is a free reserve available for distribution subject to compliance with the Companies (Declaration and Payment of Dividend) Rules, 2014.
(2) Retained earnings
Retained earnings comprise balances of accumulated (undistributed) profit and loss at each year end and balances of remeasurement of net defined benefit plans, less any transfers to general reserve.
(3) Capital reserve
Reserve is primarily created on amalgamation as per statutory requirement.
(4) Securities premium
Securities premium comprises premium received on issue of shares.
(5) Equity-settled employee benefits reserve
The Company offers ESOP under which options to subscribe for the Company’s share have been granted to eligible employees. The share based payment reserve is used to recognise the value of equity settled share based payments provided as part of the ESOP scheme.
(6) Equity instrument through other comprehensive income
The fair value change of the equity instruments measured at fair value through other comprehensive income is recognised in equity instruments through other comprehensive income.
(a) Revenue from contract with customers
The Company primarily generates revenue from contracts with customers for supply of power generated from power plants (from allocating the capacity of the plant under the long / medium term power purchase agreements including job work arrangements), from sale of power on short term contracts / merchant basis and from providing operations and maintenance services of third party power plants.
Revenue from capacity charges (other than from contracts classified as finance lease) under the long and medium term power supply agreements is recognised over a period of time as the capacity of the plant is made available under the terms of the contracts. Incentives and penalties for variation in availability of the capacity are recognised based on the annual capacity expected to be made available under the agreements. Electricity charges are recognised on supply of power under such power supply agreements.
Revenue from sale of power on merchant basis and under short term contracts, is recognised at point of time when power is supplied to the customers, at contracted rate.
Revenue from third party power plant operations and maintenance activity is recognised over time when services under the contracts are rendered.
Revenue from mining activity is recognised when services under the contracts are rendered.
(d) Credit terms
Customers are given average credit period of 7 to 45 days for payment. No delayed payment charges ('DPC') are charged during the allowed credit period. Thereafter, DPC is recoverable from the customers at the rates prescribed under the respective Power Purchase Agreement / Tariff Regulations on the outstanding balance.
Note No. 29 - Contingent liabilities and commitments
(A) Contingent liabilities (to the extent not provided for)
1] Claims against the Company not acknowledged as debt
a) Disputed claims / levies (excluding interest, penalty, if any) in respect of:
' crore
|
Particulars
|
As at
31st March, 2024
|
As at
31st March, 2023
|
(i) Custom duty [' 30.56 crore paid under protest (as at 31st March, 2023'30.68 crore)]*
|
243.93
|
244.05
|
(ii) Electricity tax [recoverable from customers as per agreement in case of unfavourable outcome]
|
122.76
|
122.76
|
(iii) Income tax
|
4.62
|
4.62
|
(iv) Entry tax
|
0.84
|
0.84
|
(v) Service tax [' 14.87 crore paid under protest (as at 31st March, 2023'14.87 crore)]*
|
32.53
|
32.53
|
(vi) Goods S services tax
|
3.90
|
-
|
(vii) Others [' 0.90 crore paid under protest (as at 31st March, 2023'1.22 crore)]*
|
10.84
|
11.87
|
|
419.42
|
416.67
|
# Amount paid under protest is included in balances with government authorities, refer note 11.
b) Disputes with customers regarding determination of tariff under power supply arrangements aggregating to ' 300.43 crore (as at 31st March, 2023'318.60 crore), refer note 7.
2] Guarantees
The Company has issued financial guarantees to banks on behalf of and in respect of loan facilities availed by related parties. The following are the loan amount outstanding against such guarantees:
' crore
|
Particulars
|
As at
|
As at
|
|
31st March, 2024
|
31st March, 2023
|
Related parties (Refer note 40)
|
4,015.72
|
3,280.65
|
I n respect of financial guarantee contracts, no amounts are recognised based on the results of the liability adequacy test for likely deficiency / defaults by the entities on whose behalf the Company has given guarantees.
3] Others
a) In respect of land parcels admeasuring 34.21 hectares (as at 31st March, 2023: 35.88 hectares), acquired by the Company, the claim by certain parties towards title disputes is not currently ascertainable.
Notes:
(i) Future cash flows in respect of the above matters are determinable only on receipt of judgements / decisions pending at various forums / authorities.
(ii) Third party claims where the possibility of outflow of resources embodying economic benefits is remote, and includes show cause notices, if any which have not yet converted to regulatory demands, have not been disclosed as contingent liabilities.
(B) Commitments
|
|
' crore
|
Particulars
|
As at
31st March, 2024
|
As at
31st March, 2023
|
i) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)
|
143.72
|
9.36
|
ii) Other commitments:
a) The Company from time to time provides need based support to it’s subsidiaries and a joint venture entity towards capital and other requirements.
b) The Company has given letter of comfort to Bank of Baroda for credit facility availed by its joint venture Barmer Lignite Mining Company Limited (BLMCL). The financial obligation of BLMCL shall be endeavoured to be fulfilled by the Company in case the same is not met by BLMCL. This letter of comfort is not in the nature of financial guarantee.
Note No. 30 - Operating Lease
A) As lessor
The Company has leased certain land admeasuring to 122.86 acres with carrying amount of ' 7.08 crore (31st March, 2023: 122.86 acres with carrying amount of ' 7.08 crore) to related parties for the period ranging from 25 to 99 years. The agreements are renewable with mutual consent. (Refer note 4A)
Note No. 31 - Finance leases
As lessor
The Company has identified an arrangement for power supply from its power units which are in the nature of finance lease as per the provisions of Ind AS 116- Leases. After separating lease payments from other elements in the arrangement, the Company has recognized finance lease receivable for the said power units given under finance lease.
1] Defined contribution plans
Retirement Benefits in the form of Provident Fund and National Pension Scheme which are defined contribution schemes are charged to the statement of profit and loss for the period in which the contributions to the respective funds accrue as per relevant rules / statutes.
A] Provident fund
The Company’s contribution to provident fund recognized in standalone statement of profit and loss of ' 5.33 crore (Previous year ' 4.85 crore) (Included in note 22).
B] National pension scheme
The Company’s contribution to National Pension Scheme (NPS) recognized in standalone statement of profit and loss of ' 1.60 crore (Previous year: ' 1.58 crore) (Included in note 22).
The Company provides for gratuity to its employees as per the Payment of Gratuity Act, 1972. The amount of gratuity shall be payable to an employee on the termination of employment after rendering continuous service for not less than five years, or on their superannuation or resignation. However, in case of death of an employee, the minimum period of five years shall not be required. The amount of gratuity payable on retirement/ termination is the employee's last drawn basic salary per month computed proportionately for 15 days salary multiplied by the number of years of service completed. The gratuity plan is a funded plan administered by a separate fund that is legally separated from the entity and the Company makes contributions to the insurer (LIC). The Company does not fully fund the liability and maintains the funding from time to time based on estimations of expected gratuity payments.
During the year ended 31st March 2023, the compensated absence plans were revised as detailed below:
1. Priviledged Leave (PL) - Unutilised PL balance at the end of the calendar year (31st December) shall be encashed at the prevailing basic pay and no carry forward is allowed.
2. Contingency Leave (CoL) - The existing casual leave and sick leave were clubbed together and shall be called as CoL. The annual credit of a contingency leave shall be 14 days for plant locations and 8 days for Corporate and other locations. Maximum accumulation of 30 days is allowed and can not be encashed.
These plans typically expose the Company to the following actuarial risks:
Investment risk
|
The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.
|
Interest risk
|
A fall in the discount rate, which is linked, to the G-Sec rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.
|
Salary risk
|
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.
|
Asset Liability matching risk
|
The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
|
Mortality risk
|
Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.
|
Concentration risk
|
Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.
|
The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at 31st March, 2024 by M/S K. A. Pandit Consultants & Actuaries. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.
Sensitivity analysis:
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and employee turnover. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. There was no change in the methods and assumptions used in preparing sensitivity analysis from prior years.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that change in assumption would occur in isolation of the another as some of the assumptions may be co-related.
Each year an asset-liability-matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles.
The Company expects to contribute ' 3.41 crore (previous year ' 3.32 crore) to its gratuity plan for the next year. The weighted average duration of the plan is 8 years (previous year 9 years).
B. Compensated absences
The Company has a policy on compensated absences with provisions of accumulation of contingency leave and encashment for priviledged leave by the employees during employment or on separation from the Company due to death, retirement or resignation. The expected cost of contingency leave is determined by actuarial valuation performed by an independent actuary at the balance sheet date using projected unit credit method.
C. Long service award:
The Company has a policy to recognise the long service rendered by employees and celebrate their long association with the Group. This scheme is called- Long Association of Motivation, Harmony & Excitement (LAMHE). The award is paid at milestone service completion years of 10, 15, 20 and 25 years.
D. Employee share based payment plan
Employees Stock Ownership Plan - 2016 (ESOP 2016)
The Company has offered equity options under ESOP 2016 to the permanent employees of the Company who have been working in India or outside India, including whole-time director, in the identified grades of L16 and above except any employee who is a promoter or belongs to the promoter group or a director who either by himself or through his relatives or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company and Independent directors, Nominee Directors and NonExecutive Directors.
The grant is determined after having regard to various factors and criteria specified in ESOP 2016. The exercise price is at a discount of 20% to the closing market price on the previous trading day of the grant date at the Exchange having highest trading volume or any other price as may be determined by the Compensation Committee but at least equal to the face value of the shares. The option shall not be transferable and can be exercised only by the employees of the Company.
Vesting of the options granted under the ESOP 2016 shall be at least one year from the date of Grant. 50% of the granted options would vest on the date following 3 years from the date of respective grant and the remaining 50% on the date following 4 years from the date of respective grant.
JSWEL Employees Stock Ownership Plan - 2021 (ESOP 2021)
The Company has offered equity options under ESOP 2021 to the permanent employees, including whole-time director, of the Company who have been working in India or outside India, in the grades of (i) L16 and above, and (ii) select employees in the grade L-11 to L-15 based on last 3 (three) years performance; and in each case, as may be determined based on the eligibility criteria, or any other employee as may be determined by the compensation committee from time to time, except any employee who is a promoter or belongs to the promoter group or a director who either by himself or through his relatives or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company and Independent directors, Nominee Directors and Non-Executive Directors.
The grant is determined after having regard to various factors and criteria specified in ESOP 2021. The exercise price is ' 10 or any other price as may be determined by the Compensation Committee. The option shall not be transferable and can be exercised only by the employees of the Company.
Vesting of the options granted under the ESOP 2021 shall be at least one year from the date of Grant. 25% of the granted options would vest on the date following 1 year from the date of respective grant, 25% of the granted options would vest on the date following 2 years from the date of respective grant and the remaining 50% on the date following 3 years from the date of respective grant.
JSWEL Employees Stock Ownership Plan - Samruddhi 2021 (ESOP Samruddhi 2021)
The Company has offered equity options under ESOP Samruddhi 2021 to the permanent employees, including whole-time director, of the Company who have been working in India or outside India, in the grades of L-1 to L-15 (excluding the employees granted options under ESOP 2021), except any employee who is a promoter or belongs to the promoter group or a director who either by himself or through his relatives or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company and Independent directors, Nominee Directors and Non-Executive Directors.
The grant is determined after having regard to various factors and criteria specified in ESOP Samruddhi 2021. The exercise price is ' 10 or any other price as may be determined by the Compensation Committee. The option shall not be transferable and can be exercised only by the employees of the Company.
Vesting of the options granted under the ESOP Samruddhi 2021 shall be at least one year from the date of Grant. 25% of the granted options would vest on the date following 2 years from the date of respective grant, 25% of the granted options would vest on the date following 3 years from the date of respective grant and the remaining 50% on the date following 4 years from the date of respective grant.
The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.
3] Code on Social Security, 2020
The Code on Social Security, 2020 ("the Code") received presidential assent on 28th September, 2020. However, the date on which the Code will come into effect has not yet been notified. The Company will record any related financial impact of the Code in the books of account, in the period(s) in which the Code becomes effective.
Note No. 34 - Project status
Raigarh Project
Having regard to pending completion of the power project at Raigarh, Chhattisgarh, tying up of long-term power supply agreements and securing the fuel linkages, the Company has assessed the recoverable value of the underlying assets based on the estimate regarding value by sale of freehold land, recoverability of leasehold advances and deposits from authorities and accordingly, loss allowance for impairment amounting to ' Nil (Previous Year: ' 10.00 crore) was recognised towards the carrying amount of investment in equity shares.
Note No. 36 - Acquisition of Ind-Barath Energy (Utkal) Limited
During the year ended 31st March, 2023, the Resolution Plan submitted by the Company for acquisition of Ind-Barath Energy (Utkal) Limited ("IBEUL") was approved by the Hon’ble National Company Law Tribunal, Hyderabad on 25th July, 2022. The Company has completed acquistion of 95% equity shares of IBEUL (balance 5% held by secured creditors) through its wholly owned subsidiary JSW Energy (Jharsuguda) Limited on 28th December, 2022 for a consideration of ' 1,048.84 crore (including additional interim management cost of ' 1.24 crore) as per the approved resolution plan and allocated the same to the identified assets and liabilities acquired on the basis of their relative fair values. IBEUL owns a 700 MW (350 MW x 2 units) thermal power plant located at Jharsuguda district of Odisha of which Unit-I had been commissioned in 2016 but remained non-operational since then due to various reasons while Unit-II is yet to be completed and commissioned.
The Company has successfully synchronized Unit-I (350 MW) thermal power plant in Odisha on 13th January, 2024.
ii) Fair Value Hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are:
(a) Recognised and measured at fair value.
(b) Measured at amortised cost for which fair values are disclosed in the Standalone Financial Statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard.
Financial risk management objectives
The Company’s corporate treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the company. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Company seeks to minimise the effects of these risks by using derivative financial instruments to hedge risk exposures, wherever required. The use of financial derivatives is governed by the Company’s policies approved by the board of directors, which provide written principles on foreign exchange and commodity price risk management, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis. The company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward foreign exchange contracts as suitable.
The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and foreign currency required at the settlement date of certain payables. The use of foreign currency forward contracts is governed by the Company’s strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Company’s risk management policy.
Foreign currency risk sensitivity
The following table details the Company’s sensitivity to a 5% appreciation and depreciation in the INR against the relevant foreign currencies net of hedge accounting impact. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 5% change in foreign currency rates, with all other variables held constant. A positive number below indicates an increase in profit or equity where INR strengthens 5% against the relevant currency. For a 5% weakening of INR against the relevant currency, there would be a comparable impact on profit or equity, and the balances below would be negative.
II. Interest rate risk management
I nterest 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 risk is managed by the company by maintaining an appropriate mix between fixed and floating rate borrowing and through re-financing of the various term debts at regular intervals to optimise on interest cost.
The Company’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.
Interest rate sensitivity analysis
The sensitivity analysis below have been determined based on the exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
I f interest rates had been 50 basis points higher / lower and all other variables were held constant, the Company’s profit before tax for the year ended 31st March, 2024 would decrease / increase by ' 19.66 crore (for the year ended 31st March, 2023: decrease / increase by ' 17.58 crore).This is mainly attributable to the Company’s exposure to interest rates on its floating rate borrowings.
III. Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Company’s exposure and the credit ratings of its counterparties are continuously monitored.
The state electricity distribution companies (Government companies) and related parties are the major customers of the Company and accordingly, credit risk is minimal.
Revenue from operations includes revenue aggregating to ' 4,764.80 crore (previous year ' 4,734.15 crore) from three (previous year: two) major customers having more than 10% of total revenue from operations of the Company.
Loans and investment in debt securities:
The Company’s centralised treasury function manages the financial risks relating to the business. The treasury function focusses on capital protection, liquidity and yield maximisation. Investments of surplus funds are made only in approved counterparties within credit limits assigned for each of the counterparty. Counterparty credit limits are reviewed and approved by the Finance Committee of the Company. The limits are set to minimise the concentration of risks and therefore mitigate the financial loss through counter party’s potential failure to make payments.
Cash and cash equivalents, derivatives and financial guarantees:
Credit risks from balances with banks and financial institutions are managed in accordance with the Company policy. For derivative and financial instruments, the Company attempts to limit the credit risk by only dealing with reputable banks and financial institutions having high credit-ratings assigned by credit-rating agencies.
In addition, the Company is exposed to credit risk in relation to financial guarantees given to banks provided by the Company. The Company’s maximum exposure in this respect is the maximum amount the Company could have to pay if the guarantee is called on. No amount has been recognised in the financial position as financial liabilities. (Refer note 40)
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short-term, medium-term, long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial liabilities.
The table below provides details regarding the remaining contractual maturities of financial liabilities as on reporting date.
The Company has hypothecated part of its trade receivables, unbilled revenue, loans, short term investments and cash and cash equivalents in order to fulfill certain collateral requirements for the banking facilities extended to the Company. There is obligation to release the hypothecation on these securities to the Company once these banking facilities are surrendered. (Refer note 15)
The amount of guarantees given on behalf of other parties included in Note 29 represents the maximum amount the Company could be forced to settle for the full guaranteed amount. Based on the expectation at the end of the reporting period, the Company considers that it is more likely that such an amount will not be payable under the arrangement.
V. Price Risk:
The Company’s exposure to equity price risk arises from investments held by the Company and classified in the balance sheet at fair value through OCI.
The table below summarizes the impact of increases / decreases in market price of the Company’s quoted equity investments for the corresponding period. The analysis is based on the assumption that the share price in market will on an average increase or decrease by 15% (Previous year 15%) with all other variables held constant.
VI. Fuel supply risk management
The Company is currently using imported coal from countries like Indonesia, South Africa, Russia, and Australia among others. The interruption in the supply of coal due to regulatory changes, weather conditions in the sourcing country, strike by mine workers and closure of mines due to force majeure may impact the availability and / or cost of coal.
The Company regularly broadens the sources (countries / vendors) and maintains optimum fuel mix and stock level.
Note No. 39 - Capital management
The Company being in a capital intensive industry, its objective is to maintain a strong credit rating, healthy capital ratios and establish a capital structure that would maximise the return to stakeholders through optimum mix of debt and equity.
The Company’s capital requirement is mainly to fund its capacity expansion, repayment of principal and interest on its borrowings and strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings and the capital markets. The Company is not subject to any externally imposed capital requirements.
The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost, align the maturity profile of its debt commensurate with the life of the asset, and closely monitors its judicious allocation amongst competing capital expansion projects and strategic acquisitions, to capture market opportunities at minimum risk.
1 The above figures does not include provisions for gratuity, group mediclaim, group personal accident and compensated absences as the same is determined at the company level and is not possible to determine for select individuals.
2 The Company has accrued ' 4.13 crore (previous year ' 1.54 crore) in respect of employee stock options granted to Joint Managing Director S CEO and Director (Finance) by a related party and Joint Managing Director S CEO, Whole-time Director S COO, Director (Finance) and Company Secretary by the Company. The same has not been considered as managerial remuneration of the current year as defined under section 2 (78) of the Companies Act, 2013 as the options have not been exercised.
Note:
1. Terms and conditions of outstanding balances: all outstanding balances are unsecured and payable in cash.
2. For other commitment with related party - Refer Note 29(B)(ii)(b)
Note no. 41 - Other statutory information:
i) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.
ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
iii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
iv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
vi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act read with the Companies (Restriction on number of Layers) Rules, 2017.
vii) The Company is not declared wilful defaulter by any bank or financials institution or lender during the year.
viii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
ix) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.
x) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained.
xi) The title deeds of all the immovable properties, (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in property, plant and equipment and capital work-in progress are held in the name of the Company as at the balance sheet date.
Note No. 42 - Operating segment
The Company publishes the standalone financial statements along with the consolidated financial statements. In accordance with the Ind AS 108, 'Operating Segments’ the company has disclosed the segment information in the consolidated financial statements and therefore no seperate disclosure on segment information is given in the standalone financial statements for the year ended 31st March, 2024.
b) Non-current operating assets
All non -current assets (other than financial instruments, deferred tax assets) of the Company are located in India.
Note no. 43 - Audit trail
The Company has been maintaining its books of accounts in the SAP which has feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled, throughout the year as required by proviso to sub rule (1) of rule 3 of The Companies (Accounts) Rules, 2014 known as the Companies (Accounts) Amendment Rules, 2021. However, the audit trail feature is not enabled for direct changes to data in the underlying database. The Company as per its policy has not granted privilege access for change to data in the underlying database as evident from the manual log being maintained in this regard.
The Company in the month of March, 2024 has also implemented Privileged Access Management tool (PAM), onboarded the SAP database servers on the PAM tool and the process of monitoring database is currently under testing phase. The PAM is an identity management tool which focuses on the control, monitoring, and protection of privileged accounts within an organization. The PAM tool saves complete screen video recording sessions of all the admin activities as soon as they authenticate on the PAM console and connect to the target resources (Servers, Network Devices, Applications and Database) which acts as an audit trail feature.
Note no. 44 - Events after the reporting period
Capital infusion through 'Qualified Institutions Placement' (QIP)
The Company has raised ' 5,000 crore on 5th April, 2024 through placement of equity shares to the qualified institutions and allotted 10,30,92,783 equity shares of ' 10 each at an Issue price of ' 485 per equity share at a discount of ' 25.09 per equity share to the floor price of ' 510.09 per equity share.
Note No. 45 -
Previous year’s figures have been regrouped / reclassified wherever necessary.
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