We have audited the accompanying standalone financial statements of
ORIENT GREEN POWER COMPANY LIMITED (the Company), which comprise the
Balance Sheet as at 31 March, 2015, the Statement of Profit and Loss,
the Cash Flow Statement, and a summary of the significant accounting
policies and other explanatory information for the year then ended.
Management''s Responsibility for the 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 financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
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 frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and 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.
Our responsibility is to express an opinion on these standalone
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 in accordance with the Standards on Auditing
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 the 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 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 financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial control system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the 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 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
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial
statements, read with the notes thereon, 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 31 March, 2015, and its
loss and its cash flows for the year ended on that date.
Emphasis of Matter
As explained in Note 39 of the standalone financial statements, the
Company is carrying net investments aggregating to Rs.411,664,726 in five
Indian subsidiaries and has outstanding net loans aggregating to
Rs.772,705,393 provided to these subsidiaries whose networth is fully
eroded as at 31 March, 2015, as per the audited financial statements of
No adjustment to the carrying values of the aforesaid investments and
loans is considered necessary by the Management in view of the
continuing plant operations and expected higher cash flows based on
future business projections and the strategic nature of these
Our opinion is not modified in respect of the above matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2015 (the
Order) issued by the Central Government in terms of Section 143(11) of
the Act, we give in the Annexure 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
purposes 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
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the
directors as on 31 March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March, 2015
from being appointed as a director in terms of Section 164 (2) of the
(f) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 1 1 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 financial statements - Refer Note 29(i)(a) of
the financial statements.
ii. The Company does not have any long-term contracts including
derivative contracts for which there were any material foreseeable
iii. There were no amounts which were required to be transferred during
the year to the Investor Education and Protection Fund by the Company.
(Referred to in paragraph (1) under ''Report on Other Legal and
Regulatory Requirements'' section 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) Some of the fixed assets were physically verified during the year
by the Management in accordance with a programme of verification, which
in our opinion provides for physical verification of all the fixed
assets at reasonable intervals. According to the information and
explanations given to us, no material discrepancies were noticed on
(ii) In respect of its inventories:
(a) As explained to us, the inventories were physically verified during
the year by the Management at reasonable intervals, duly considering
the technical assessment of a surveyor appointed by the Management.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management were generally reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its
inventories and no material discrepancies were noticed on physical
(iii) As certified by the Management, the Company has not granted any
loans, secured or unsecured, to companies, firms or other parties
covered in the Register maintained under Section 189 of the Companies
(iv) In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchases of
inventory and fixed assets and the sale of power and services. During
the course of our audit, we have not observed any major weakness in
such internal control system.
(v) The Company has not accepted any deposits during the financial
(vi) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Records and Audit) Rules, 2014,
as amended, prescribed by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013, and are of the opinion that,
prima facie, the prescribed cost records have been made and maintained.
We have, however, not made a detailed examination of the cost records
with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in
respect of statutory dues;
a. The Company has generally been regular in depositing undisputed
statutory dues, including Provident Fund, Employees'' State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Value Added Tax, Cess
and other material statutory dues applicable to it with the appropriate
b. There were no undisputed amounts payable in respect of Provident
Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax,
Service Tax, Value Added Tax, Cess and other material statutory dues in
arrears as at 31 March 2015 for a period of more than six months from
the date they became payable.
c. Details of dues of Income Tax which have not been deposited as on 31
March, 2015 on account of disputes are given below:
Statute Nature of Dues Forum where the Dispute is
Income Tax Act, 1961 Income Tax The Commissioner of
Income tax, Appeals
Statute Period to which Amount involved
the amount relates Rupes
Income Tax Act 1961 2008-09 138,740
*The amount has been adjusted suo-motto by the Income Tax Department
with the refund for other financial years.
Also Refer Note 11(i) of the standalone financial statements.
d. There are no amounts that are due to be transferred to the Investor
Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and Rules made
(viii) In our opinion and according to the information and explanations
given to us, the accumulated losses of the Company at the end of the
financial year are less than fifty percent of its net worth. The
Company has incurred cash losses during the current financial year
covered by our audit and in the immediately preceding financial year.
(ix) In our opinion and according to the information and explanations
given to us, the Company has not been regular in repayment of dues to
banks and there were defaults during the year to the extent of
Rs.293,909,702 in respect of principal and interest repayments. Out of
the same, an amount of Rs.213,958,569 has been paid by the Company during
the year. The balance amount of Rs.79,951,133 of principal and interest
is outstanding as at 31 March 2015. Also Refer Note 1 1 (iv) of the
standalone financial statements. The Company has not borrowed from
financial institutions and has not issued any debentures during the
(x) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company for loans taken by subsidiaries from banks are not, prima
facie, prejudicial to the interests of the Company.
(xi) 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.
(xii) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
For Deloitte Haskins & Sells
(Firm''s Registration No. 008072S)
Place: Chennai Partner
Date: May 27, 2015 Membership No. 206834