To,
The Members,
Sterlite Power Transmission Limited
Your Directors are pleased to present the 8th Annual Report on the business
and operations of the Company along with the audited financial statements of the Company
for the financial year ended March 31, 2023 (FY'2023).
1. FINANCIAL SUMMARY/HIGHLIGHTS
The financial performance of the Company for FY'2023, is summarised below:
Summary of Key Financial Parameters |
Standalone |
(J Million)
Consolidated |
Description |
March 31,2023 |
March 31,2022 |
March 31,2023 |
March 31,2022 |
Revenue from operations |
39,235.14 |
37,973.84 |
62,970.68 |
51,974.83 |
EBITDA |
5,579.04 |
3,655.15 |
11,497.28 |
13,538.29 |
Less: Finance cost (net of finance income) |
877.83 |
270.29 |
5,966.46 |
3,372.16 |
Less: Depreciation/Amortisation/Impairment Expense |
438.40 |
390.65 |
1,058.04 |
803.56 |
Share of Profit/ (loss) of Associate |
0 |
0 |
(2,168.87) |
(2,675.60) |
Exceptional item |
0 |
(117.00) |
0 |
(117.00) |
Profit Before Tax (PBT) |
4,262.81 |
2,877.21 |
2,303.91 |
6,569.97 |
Less: Tax expense |
1,042.70 |
411.43 |
2,631.23 |
2,168.55 |
Profit After Tax (PAT) (A) |
3,220.11 |
2,465.78 |
(327.32) |
4,401.42 |
Other Comprehensive Income/ (loss) (OCI) (B) |
(4,629.36) |
3,413.39 |
(1,742.65) |
5,218.15 |
Total Comprehensive Income/ (loss) (A+B) |
(1,409.25) |
5,879.17 |
(2,069.97) |
9,619.57 |
2. PERFORMANCE
Standalone Consolidated
FY'2023 closed with Revenues of I 39,235.14 million, EBITDA of FY'2023 closed with
Revenues of I 62,970.68 million, EBITDA of
I 5,579.04 million, PAT of I 3,220.11 million. I 11,497.28 million,
PAT of I (327.32) million.
3. BUSINESS OPERATIONS
Highlights of the business operations and state of affairs |
Date of approval of the Board of |
April 21,2022 |
for the FY'2023 of your Company, including the key |
directors |
|
performance indicators, key milestones, technology |
Date of allotment |
May 18, 2022 |
leadership, business overview, economic overview, |
No. of Securities |
2,500 NCDs |
and industry trends with respect to your Company and |
Face Value |
I 10,00,000 per NCDs |
its subsidiaries, wherever applicable, forms part of this |
Issue Price |
At par |
Annual Report in the section of Corporate Overview and |
Tenor |
17 month & 25 days |
Management Discussion and Analysis Report.
4. KEY EVENTS DURING FY'2023 a. Issuance of Non-Convertible Debentures
to Sterlite Grid 16 Limited, a wholly owned subsidiary, for an amount of |
Coupon |
14.50% p.a. (determined on arm's length basis) |
| Purpose |
To infuse funds in the Under Construction Projects and/or towards equity
infusion or towards other corporate expenses |
up to K 2,500 million
During FY'2023, your Company issued unsecured, unlisted, redeemable,
Non-Convertible Debentures (“NCDs”) to Sterlite Grid 16 Limited, a wholly
owned subsidiary for an amount of I 2,500 million on private placement basis to augment
fund requirements of your |
Further, on March 3, 2023, your Company had redeemed 750
nos. of NCDs of I 10,00,000/- each aggregating to an amount of I 750 million. As on March
31, 2023, 1,750 nos. of NCDs of I 10,00,000/- each aggregating to an amount of I 1,750
million are outstanding. |
Company. The details of NCDs issued are as under: |
|
|
b. Acquisition of stake in the following wholly owned subsidiaries:
i. Sterlite Interlinks Limited
Sterlite Interlinks Limited is in the business of telecom infrastructure solutions
company (Infrastructure Provider (IP) -1, registration bearing no. 839/2018 dated May
31, 2018, issued by the Department of Telecommunications, Government of India) that
specialises in acquiring Right of Way (RoW) over passive fiber infrastructure assets from
various State Transmission Utilities (STUs) for monetisation and leasing them to Internet
Service Providers (ISPs) and Telecom Service Providers (TSPs).
In October'2021, the Ministry of Commerce & Industry, Government of India issued a
notification to allow 100% Foreign Direct Investment under ‘Automatic route' in
Telecom Infrastructure.
On June 01, 2022, to capitalise on the surge in requirement of utility grade OPGW based
fibre infrastructure, your Company acquired additional 51% being 5,100 equity shares of
Sterlite Interlinks Limited from PTC Cables Pvt Ltd for a total purchase consideration of
I 13.36 million. Sterlite Interlinks Limited has become wholly owned subsidiary w.e.f.
June 01, 2022.
ii. Kishtwar Transmission Limited
Kishtwar Transmission Limited, a Special Purpose Vehicle (‘SPV') houses a
transmission project for setting up transmission system for evacuation of 1000MW of power
from Pakaldul Hydro - Electric Plant in Chenab Valley, Jammu & Kashmir (hereinafter
referred to as ‘Kishtwar Project'). Kishtwar project will unlock the untapped
hydro potential of Jammu & Kashmir to the tune of 20,000MW.
In addition, the project will evacuate 2,000MW of power from the Pakaldul HydroElectric
Project to the Kishtwar substation. This project will involve the construction of a robust
transmission system, which includes a 400/132kV GIS substation located in Kishtwar and a
400kV transmission line connecting Kishenpur to Dulhasti. In addition to augmenting the
power flow capacity, this transmission system will also alleviate congestion in the
downstream networks within the region, consequently, enhancing the quality and reliability
of power flow in the Kashmir valley, benefiting the local communities, and improving the
overall electricity infrastructure in the area.
Your Company participated in the tariff based competitive bidding for the Kishtwar
Project through Sterlite Grid 24 Limited, a wholly owned subsidiary and emerged as a
successful bidder.
Your Company has successfully acquired the SPV from PFC Consulting Limited, on December
06, 2022.
c. Restricted Stock Unit Scheme - 2022
Adopting a progressive approach from a long-term perspective for retention and value
creation for your Company, its shareholders and the employees, the Board and the
Members/Shareholders of the Company had approved Restricted Stock Unit Scheme Plan - 2022 (hereinafter
referred to as 'RSU Plan - 2022') for key employees of the Company. The approval of
the Shareholders on the RSU Scheme was obtained on July 06, 2022. Your Company believes
that this scheme will
provide an opportunity to the employees to partner in the growth of the Organisation as
a shareholder.
Under the RSU Plan - 2022, your Company will create, offer and grant from time to time,
in one or more tranches, the number of Restricted Stock Unit (‘RSUs') not
exceeding 1% (One percent) of the paid-up equity share capital of the Company at the time
of grant of such RSUs. The RSUs will be granted to the permanent employees and Directors
of the Company, whether whole time or otherwise, whether working in India or outside India
(except Promoter, Promoter Group, Independent Directors and Directors holding more than
10% of the outstanding equity shares of the Company, if any, through themselves or through
their relatives or through any body corporate, directly or indirectly), as may be decided
by the RSU Committee under the RSU Plan - 2022. However, the aggregate number of equity
shares to be issued upon exercise was originally limited to 6,11,819 equity shares.
Your Board of Directors had proposed issue of Bonus equity shares to the holder of
existing equity shares of the Company at the 7th Annual General Meeting.
Consequent to the Bonus issue approved by the Shareholders, such RSUs was increased from
6,11,819 to 12,23,638 equity shares, without affecting any other rights or obligations of
the RSU grantees and without requiring any further action/ approval of the Members/
Shareholders.
Under RSU Plan - 2022, 30% of the RSUs granted have a vesting period of 1 (One) year
from the date of grant of such RSUs. Accordingly, 30% of the Grant vested to the employees
in July'2023.
d. Amendment to the Joint Venture Agreement executed with Maharashtra State Electricity
Transmission Company Limited (MSETCL) to extend the scope of operations and tenure of the
Joint Venture Agreement
Your Company had entered into a joint venture (‘JV') agreement with
Maharashtra State Electricity Transmission Company Limited (‘MSETCL'), a
government company for the purpose of build and monetisation of OPGW fibre for
3.301 Kms to be executed by Maharashtra Transmission Communication Infrastructure
Limited (‘MTCIL'), the JV Company. In furtherance to such JV, MTCIL has built
a OPGW network of 3,537 Kms on EHV transmission line of MSETCL PAN Maharashtra and the
transmission line is operational. During FY'2023, your Company entered into an Amendment
agreement with MSETCL for extension of scope of the joint venture agreement by additional
2,000 Kms and the period of joint venture agreement by 6 years, i.e. till 2040.
Subsequent to execution of the Amendment Agreement, your Company has total scope of
OPGW network of
5.301 Kms and the Joint Venture Agreement is valid till 2040.
e. Issue of Bonus shares
Pursuant to the provisions of Section 63 of the Companies Act, 2013 and other
applicable provisions, if any, including Rules made thereunder (including any statutory
modifications or re-enactment thereof for the time being in force) read with the Articles
of Association
of the Company and pursuant to the approval of the Members/ Shareholders of the Company
and also subject to such consents and approvals as may be required from the appropriate
authorities/Government, your Directors proposed to capitalise a sum of I 12,23,63,804
(Indian Rupees Twelve Crores Twenty-Three Lakhs Sixty-Three Thousand Eight Hundred Four
only) out of free reserves, securities premium account and/ or capital redemption reserve
account (except the reserves created by revaluation of assets), by issue and allotment of
6,11,81,902 (Six Crores Eleven Lakhs Eighty-One Thousand Nine Hundred Two) fully paid-up
equity shares having face value of I 2/- each as bonus shares (“Bonus Shares”)
to the holders of existing fully paid-up equity shares having face value of I 2/- each of
the Company, whose names appeared in the Register of Members / Beneficial Owners' Position
of the Company as on the Record date (‘October 05, 2022'), as fixed by the Board of
Directors for this purpose, in the proportion of 1:1, that is 1 (One) new bonus equity
share of I 2/- each for every 1 (One) existing fully paid-up equity share of I 2/- each
held by the existing shareholders, and the Bonus Shares so allotted shall be treated as an
increase in the paid up equity share capital of the Company held by each such member and
not as income in lieu of dividend. The Bonus Shares issued and allotted rank pari-passu in
all respects with existing equity shares and carry the same rights as the existing fully
paid equity shares of the Company.
Such Bonus Shares were allotted to the eligible shareholders on October 20, 2022.
f. Withdrawal of Draft Red Herring Prospectus (DRHP) dated August 16, 2021, filed with
Securities and Exchange Board of India (‘SEBI')
In the financial year 2021-22, to fund the growth strategy/
5. DIRECTORS
plans, your Company initiated the process of launching an Initial Public Offer through
a fresh issuance of the equity shares of face value of I 2/- each and to list the equity
shares on one or more of the recognised Stock Exchanges in India for an issue size of I
12,500 million (hereinafter referred to as an ‘Proposed Issue').
The Board of directors and the Members/Shareholders accorded their approval for the
Proposed Issue on July 02, 2021, and August 01, 2021, respectively.
Post approval of the Board of directors, and Members/ Shareholders, the Draft Offer
document was filed with Securities and Exchange Board of India (‘SEBI') on
August 16, 2021, and the final observations of SEBI on the Draft Offer document were
received vide its letter dated December 02, 2021. Pursuant to the letter of SEBI dated
December 02, 2021, the Proposed Issue could be opened for subscription within a period of
twelve months from the date of issuance of the final observations by SEBI i.e., December
01, 2022.
However, considering the prevailing market scenario during FY'2023, the Management
proposed to withdraw the Proposed Issue and reconsider undertaking an initial public offer
of its securities in the near future, subject to suitable market conditions, receipt of
requisite approvals and other considerations. The Board of directors accorded its approval
to withdraw the DRHP on September 27, 2022, and the intimation of the same was sent to
SEBI on September 28, 2022.
g. Disinvestment in Khargone Transmission Limited
Sterlite Power entered into a marquee deal with India Grid Trust for sale of its
commissioned project thereby transfering Khargone Transmission Limited to India Grid
Trust.
The Board of Directors of the Company is validly constituted and as on March 31, 2023,
comprised of 6 Directors:
Sr.
_. Name of the director No. |
Designation |
Category |
1. Mr. Pravin Agarwal |
Chairman |
Non-Executive |
2. Mr. A.R. Narayanaswamy |
Independent Director |
Non-Executive |
3. Mr. Anoop Seth |
Independent Director |
Non-Executive |
4. Mr. Pratik Pravin Agarwal1 |
Managing Director |
Executive |
5. Mr. Manish Agrawal2 |
Whole Time Director |
Executive |
6. Ms. Kamaljeet Kaur3 |
Whole Time Director |
Executive |
Notes:
1 Mr. Pratik Pravin Agarwal was re-appointed as Managing Director w.e.f.
June 01, 2021, for a term of 3 (Three) years.
2 Mr. Manish Agrawal was re-appointed as Whole Time Director w.e.f.
December 17, 2022, for a term of 2 (Two) years.
3 Ms. Kamaljeet Kaur was appointed as Whole Time Director w.e.f. June 29, 2022,
for a term of 1 (one) year. Accordingly from the closing hours of business of the Company
on June 28, 2023, she has vacated the position of Director and Whole Time Director.
Changes during FY'2023, are as under: |
ii. Mr. Manish Agrawal was re-appointed as Whole |
i. Mr. Pratik Pravin Agarwal, Managing Director being a |
Time Director (Executive, Professional) effective December 17, 2022,
upon the recommendation of |
director liable to retire by rotation, and being eligible, was
re-appointed as a director liable to retire by rotation in the Annual General Meeting held
on |
the Nomination and Remuneration Committee for a period of two years up
to December 16, 2024. |
September 26, 2022. |
Pursuant to the provisions of the Companies Act, 2013, such
re-appointment as the Whole Time |
Director is being placed before the shareholders for approval in the ensuing Annual
General Meeting.
iii. Ms. Kamaljeet Kaur was appointed as an Additional Director (Women Director,
Executive, Professional) effective June 29, 2022, upon the recommendation of the
Nomination and Remuneration Committee.
She was also appointed as a Whole Time Director, for a period of one year i.e. up to
June 28, 2023, and her appointment as the Whole Time Director was approved by the
Shareholders in the 7th Annual General Meeting held on September 26, 2022.
Pursuant to the provisions of the Companies Act, 2013, read with the terms of appointment,
from
the closing hours of business of the Company on June 28, 2023, she has vacated the
position of the Director and Whole Time Director.
iv. Mr. Pravin Agarwal, Chairman will retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment, pursuant to Section 152 of
the Companies Act, 2013. Details of the aforesaid proposal for re-appointment of
Mr. Pravin Agarwal are provided in the Annexure to the Notice of the ensuing Annual
General Meeting.
v. The Company has received necessary declarations from all the Independent Directors
confirming that they meet the criteria of independence as prescribed under the Companies
Act, 2013. The Independent Directors of the Company have also registered themselves in the
data bank with the Indian Institute of Corporate Affairs and confirmed compliance
of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of
Directors)
Rules, 2014. The Board is of the opinion that the Independent Directors of the Company
possess requisite qualifications, experience and expertise and they hold highest standards
of integrity. Further, the Independent Directors also confirmed that they are independent
of the Management of the Company.
vi. Except as mentioned above, there was no other change in the Board of Directors of
the Company during FY'2023.
6. COMPOSITION OF BOARD COMMITTEES
Details of the composition, terms of reference and meetings held during the year of all
the Committees of the Board are available in the Corporate Governance Report annexed to
this Directors' Report as Annexure-A and forming part of the Directors' Report.
During FY'2023, the Board of directors has accepted all the recommendations of the
Committees.
7. FRAMEWORK FOR THE PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND
INDIVIDUAL DIRECTORS
In order to identify strengths and areas of improvement, the Board of Directors of the
Company is committed to assess its own performance as a Board. The Nomination and
Remuneration Committee has established processes
for performance evaluation of the Independent Directors, the Board as a whole and
individual directors and the Committees of the Board. Pursuant to the provisions of the
Companies Act, 2013, the Board has carried out an annual evaluation of its own
performance, performance of its committees as well as the directors individually
(including the Chairman and Independent Directors). Details of the evaluation mechanism
are available in the Corporate Governance Report annexed to this Directors' Report as Annexure-A
and forming part of the Directors' Report.
The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management, and their
remuneration (‘NRC Policy'). The NRC Policy including the Policy on Board
Diversity can be accessed on the website of the Company at https://
www.sterlitepower.com/wp-content/uploads/2021/11/ nrc policy board diversity others.pdf.
8. CORPORATE SOCIAL RESPONSIBILITY
a. The details of composition and changes therein are available in the Corporate
Governance Report annexed to this Directors' Report as Annexure-A and forming part
of the Directors' Report.
b. The Board has approved a CSR policy governing the CSR initiatives of the Company.
The same can be accessed on the website of the Company at
https://www.sterlitepower.com/wp-content/ uploads/2021/11/csr policy.pdf.
c. During FY'2023, pursuant to Section 135 of the Companies Act, 2013, and relevant
Rules made thereunder, your Company was not mandatorily required to spend on CSR
Activities. However, the Company had voluntarily spent I 2,09,40,000/- on the CSR
activities during FY'2023.
d. Pursuant to the amended provisions, your Company may carry forward and set off such
amount against the liabilities that may arise in succeeding years.
e. Pursuant to Section 135 read with Rule 8 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is enclosed as Annexure-G
to this Directors' Report.
9. MEETINGS OF THE BOARD OF DIRECTORS
During FY'2023, 12 (Twelve) meetings of the Board of Directors have been duly convened.
The intervening gap between the two consecutive meetings was within the period prescribed
under the Companies Act, 2013, Rules made thereunder and Secretarial Standard 1 on Board
Meetings issued by the Institute of Company Secretaries of India read with MCA circulars,
as issued from time to time.
The composition of the Board and changes therein, and the details of meetings held
during FY'2023 are available in the Corporate Governance Report annexed to this Directors'
Report as Annexure-A and forming part of the Directors' Report.
10. KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, and the Rules made thereunder, as
on March 31, 2023, the Key Managerial Personnels of the Company were as under:
Sr ". Name No. |
Designation |
Date of Appointment |
1. Mr. Pratik Pravin Agarwal1 |
Managing Director |
June 01,2016 |
2. Mr. Manish Agrawal2 |
Whole Time Director |
December 17, 2021 |
3. Ms. Kamaljeet Kaur3 |
Whole Time Director |
June 29, 2022 |
4. Mr. Sanjeev Bhatia4 |
Chief Financial Officer |
October 01,2021 |
5. Mr. Ashok Ganesan |
Company Secretary |
May 29, 2017 |
Notes
1 Mr. Pratik Pravin Agarwal was re-appointed as Managing Director w.e.f.
June 01, 2021, for a term of 3 (Three) years.
2 Mr. Manish Agrawal was re-appointed as Whole Time Director w.e.f.
December 17, 2022, for a term of 2 (Two) years.
3 Ms. Kamaljeet Kaur was appointed as Whole Time Director w.e.f. June 29, 2022,
for a term of 1 (one) year. Accordingly from the closing hours of business of the Company
on June 28, 2023, she has vacated the position of Director and Whole Time Director.
4 Mr. Sanjeev Bhatia, Chief Financial Officer (CFO) has submitted his resignation
from the position of the Chief Financial Officer w.e.f. August 22, 2023.
11. AUDITORS AND AUDITORS' REPORT
a. Statutory Auditors
M/s. S R B C & Co. LLP, Chartered Accountants were appointed as the Statutory
Auditors of the Company from the conclusion of 6th Annual General Meeting held
on September 29, 2021, for a period of 4 years up to the conclusion of 10th
Annual General Meeting to be held for the financial year 2024-25.
Based on internal analysis of M/s. S R B C & Co. LLP, the total maximum period
which can be served by an auditor for an entity where rotation is applicable, is 10 years.
In light of the aforesaid and pursuant to Section 139(6) of the Companies Act, 2013 and
Rules made thereunder, M/s.
S R B C & Co. LLP were appointed as the first statutory auditors by the Board of
directors to hold office upto the conclusion of first Annual General Meeting, and such
period of appointment is considered for computation of maximum period of 10 years.
Therefore, an audit firm can be appointed or re-appointed by the Members/ Shareholders of
a company in the first Annual General Meeting for a term of 5 consecutive years (first
term) and thereafter can be re-appointed for another term of 4 consecutive years (second
term) so that maximum period served by such Audit firm as the Statutory Auditors does
not exceed 10 years.
The Statutory Auditors' Report does not contain any qualification or adverse remark.
Hence, the Directors' Report do not require any clarification or explanation of the Board
of directors.
b. Secretarial Auditors
During FY'2023, M/s. DMK Associates, Practising Company Secretaries were appointed as
the Secretarial Auditors of the Company, to conduct the Secretarial Audit of the Company
for FY'2023. The Report of the Secretarial Auditors is annexed as Annexure-E to
this Directors' Report.
The Secretarial Auditors' Report does not contain any qualification or adverse remark.
Hence, the Directors' Report do not require any clarification or explanation of the Board
of directors.
c. Cost Auditors
During FY'2023, Mr. Kiran Chand Naik, Cost Accountant, was appointed as the Cost
Auditor of the Company, to conduct the audit of cost records being made and maintained by
the Company for FY'2023.
The Cost Audit for FY'2023 is under progress and will be duly completed within the
defined timeline.
12. CHANGES IN SHARE CAPITAL a. Authorised share capital
During FY'2023, there was no change in the authorised share capital of the Company. As
on March 31, 2023, the authorised share capital was as under:
|
|
|
Type of capital |
No. of shares |
Amount (In J) |
Equity shares of I 2/- each |
6,38,02,50,000 |
12,76,05,00,000 |
Optionally Convertible Redeemable Preference Shares of I 10/- each |
47,00,00,000 |
4,70,00,00,000 |
Redeemable Preference Shares of I 2/- each |
3,64,00,000 |
7,28,00,000 |
Total |
|
17,53,33,00,000 |
b. Issued, subscribed, and paid-up share capital
During FY'2023, the issued, subscribed, and paid-up share capital of the Company was
increased on account of issue of bonus shares. The details of changes in the issued,
subscribed, and paid-up share capital during FY'2023 and as on March 31, 2023, are as
under:
Particulars |
As on (Date) |
No. of shares |
Amount (In J) |
Issued, Subscribed, and Paid-up share capital (A) |
April 01,2022 |
6,11,81,902 |
12,23,63,804 |
Increase during the year on account of issue and allotment of bonus
shares (B) |
October 20, 2022 |
6,11,81,902 |
12,23,63,804 |
Issued, Subscribed, and Paid-up share capital (A+B) |
March 31,2023 |
12,23,63,804 |
24,47,27,608 |
13. INTERNAL FINANCIAL CONTROLS
Your Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. Your Company had documented a 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 the policies,
procedures, laws, and regulations, safeguarding of assets and economical and efficient use
of resources. The formalised system of control facilitates effective compliance as per
relevant provisions of the Companies Act, 2013 and other applicable Law(s).
To maintain its objectivity and independence, the Internal Audit function reports to
the Audit Committee.
The Internal Audit function monitors and evaluates the efficacy and adequacy of
Internal Control system in your Company, its compliance with operating systems, accounting
procedures and policies at all locations of your Company. Based on the report of Internal
Audit function, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations, if any and corrective
actions thereon are presented to the Audit Committee and the Board. The Audit Committee
regularly reviews the suggestions/observations of the Statutory Auditors on the financial
statements, including financial reporting system, compliance to accounting policies and
procedures, the adequacy and effectiveness of internal controls and systems followed by
your Company.
14. BUSINESS RISK MANAGEMENT
Risk can be viewed as a combination of the probability of an event occurring, the
impact of its consequence and the current mitigation effectiveness. Events with a negative
impact represent risks that can prevent value creation or erode existing value.
The Board has constituted a Risk Management Committee (details of which are
available in the Corporate Governance Report annexed to this Directors' Report as Annexure-A
and forming part of the Directors' Report) to review, identify, evaluate, and
monitor both business and non-business-related risks and take requisite action to mitigate
the same through a properly defined framework. Your Company has framed a Risk Management
Policy to identify and assess the risk areas, monitor and report compliance and
effectiveness of the policy. The Risk Management policy can be accessed on the website of
the Company at https:// www.sterlitepower.com/wp-content/uploads/2021/11/ risk
management policy 0.pdf.
A detailed exercise is being carried out regularly to identify, evaluate, manage and
monitor both business and non-business risks. The Policy seeks to create transparency,
minimise adverse impact on the business objectives and enhance the competitive advantage
of your Company. The Policy defines the risk management approach across the enterprise at
various levels including documentation and reporting.
15. LEGAL COMPLIANCES MANAGEMENT
The Compliance function independently tracks, reviews, and ensures compliance with
Regulatory and Statutory Laws of the land and promotes compliance culture in your Company.
The compliances are tracked and monitored on compliance portal, updated by the respective
users. The compliance portal is a software which facilitates in operating an effective and
efficient compliance management system that allows for monitoring of the compliance with
respect to applicable laws and regulations and also updates the users in case of any
amendments in existing laws and regulations. The portal also provides a robust governance
structure and a streamlined reporting system that ensures comprehensive compliance
reporting to the Board. The compliance certificate duly certified by the Managing Director
and respective Function heads is submitted to the Board on a quarterly basis, allowing
robust and effective oversight of the compliance management in your Company.
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The details of Vigil Mechanism/ Whistle Blower Policy are available in the Corporate
Governance Report annexed to this Directors' Report as Annexure-A and forming part
of the Directors' Report.
1 7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND DATE OF THE REPORT
a. Acquisition of Fatehgarh III Beawar Transmission Limited
Fatehgarh III Beawar Transmission Limited, a Special Purpose Vehicle (‘SPV')
houses a transmission project to establish Inter-State Transmission System for evacuation
of power from REZ in Rajasthan (20GW) under Phase- III Part G. Your company will build,
own, operate, and transfer, a critical transmission project in Rajasthan for a period of
35 years. The project will involve construction of a 350km, 765kV transmission corridor
from Fatehgarh III to Beawar in Rajasthan. It will enable evacuation of a part of 20 GW of
renewable power from Renewable Energy Zones in Fatehgarh (9.1 GW), Bhadla (8 GW) and
Ramgarh (2.9 GW) areas of the state.
Your Company participated in the tariff based competitive bidding for the Fatehgarh
Project through Sterlite Grid 19 Limited, a wholly owned subsidiary and emerged as a
successful bidder. Your Company has successfully acquired the SPV from PFC Consulting
Limited, on August 01, 2023.
18. FINANCIAL STATEMENTS
The standalone and consolidated financial statements of the Company for the financial
year 2022-23, prepared in accordance with Indian Accounting Standards (Ind AS) and duly
audited by the Statutory Auditors of the Company, forms part of the Annual Report of
FY'2023.
Pursuant to General Circular Nos. 14/2020 dated April 08, 2020; 17/2020 dated April 13,
2020; 22/2020 dated June 15, 2020; 33/2020 dated September 28,
2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated
December 08,
2021 and 03/2022 dated May 05, 2022; 10/2022 dated December 28, 2022 issued by the
Ministry of Corporate Affairs, the Company shall not be dispatching physical copies of the
financial statements forming part of the Annual Report. The Annual Report for FY'2023
shall be sent to the Members/Shareholders through email only. The physical copy of the
Annual Report would be sent to the Member/Shareholders on a request made in this regard.
19. AMOUNT TRANSFERRED TO GENERAL RESERVE
No amount is being proposed to be transferred to the reserves, out of profits for
FY'2023.
20. DIVIDEND
The Board of Directors of your Company in its meeting held on March 24, 2023, declared
an interim dividend of 50% per equity share, being I 1/- per share for FY'2023,
aggregating up to approximately I 122.36 million to be paid out of the profits of the
Company for FY'2023.
The interim dividend was paid to those shareholders of the Company whose names appeared
on the Register of Members as on the record date i.e. April 07, 2023, except those equity
shares in respect of which the Shareholders have waived or forgone their right to receive
the interim dividend for FY'2023, in accordance with the Articles of Association of the
Company.
Further, your Board of Directors do not recommend final dividend for FY'2023.
Therefore, the Interim Dividend paid during FY'2023 would become the final dividend for
such year and accordingly, the same will also be placed for confirmation/approval of the
Members/ Shareholders at the ensuing 8th Annual General Meeting.
The Dividend policy can be accessed on the website of the Company at
https://www.sterlitepower.com/wp- content/uploads/2021/11/dividend policy 0.pdf.
21. CHANGE IN NATURE OF BUSINESS, IF ANY.
There is no change in the nature of business of the Company during FY'2023.
22. CORPORATE GOVERNANCE
A Report on Corporate Governance forming part of this Directors' Report is annexed as Annexure-A.
23. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts and arrangements with related parties, entered into by your Company
during FY'2023, were in the ordinary course of business and on arm's length basis.
Pursuant to Section 134 of the Companies Act, 2013 and the Rules made thereunder,
particulars of contracts or arrangements in Form: AOC-2 with related parties are annexed
to this Directors' Report as Annexure-B.
The details regarding the policy, approval and review process of Related Party
Transactions are available in the Corporate Governance Report annexed to this Directors'
Report as Annexure-A and forming part of the Directors' Report.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of Loans, Guarantees and Investments of your Company are provided in Note
no. 6, 7, 8, 19 & 20 of the standalone financial statements forming part of the Annual
Report for FY'2023.
25. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As on March 31, 2023, your Company had 51 subsidiaries and 8 Joint-ventures. The list
of subsidiaries and joint ventures is annexed to this Directors' Report as Annexure-C.
Pursuant to Section 129 of the Companies Act, 2013 and the Rules made thereunder,
statement containing salient features of the financial statements of the subsidiary and
joint venture companies in Form: AOC-1 is annexed to this Directors' Report as Annexure-D.
The Policy on material subsidiaries can be accessed on the website of the Company at
https://www.sterlitepower. com/wp-content/uploads/2021/11/policy on material
subsidiaries 0.pdf.
During FY'2023, the changes in subsidiaries and/or joint ventures of your Company is as
under:
i. Companies that have become subsidiaries/associates/ joint ventures during FY'2023:
| • Through incorporation of a new company- |
| - Sterlite Grid 31 Limited (w.e.f. May 26, 2022) |
| - Sterlite Grid 32 Limited (w.e.f. May 23, 2022) |
| - Sterlite Grid 33 Limited (w.e.f. May 25, 2022) |
| - Sterlite Grid 34 Limited (w.e.f. June 02, 2022) |
| - Sterlite Grid 35 Limited (w.e.f. May 26, 2022) |
| - Sterlite Grid 36 Limited (w.e.f. July 20, 2022) |
| - Sterlite Grid 37 Limited (w.e.f. July 22, 2022) |
| - Sterlite Grid 38 Limited (w.e.f. July 22, 2022) |
| - Sterlite Grid 39 Limited (w.e.f. July 22, 2022) |
| - Sterlite Grid 40 Limited (w.e.f. July 22, 2022) |
| - SF 542 (w.e.f. July 28, 2022) |
• Through acquisition of shares- Kishtwar Transmission Limited
(w.e.f. December 06, 2022)
- Sterlite Interlinks Limited (w.e.f. June 01, 2022)
- Serra Negra Transmissao de Energia S.A (w.e.f. June 15, 2022)
- Tangara Transmissao de Energia S.A.
(w.e.f. June 15, 2022)
Note: Post March 31, 2023, Fatehgarh III Beawar Transmission Limited has become the
subsidiary of the Company through acquisition of shares w.e.f. August 01, 2023.
ii. Companies which have ceased to be subsidiaries during FY'2023:
• SE Vineyards Transmissao de Energia S.A (w.e.f. November 30, 2022)
• Vineyards Participagoes S.A.
(w.e.f. November 30, 2022)
• Khargone Transmission Limited (w.e.f. March 02, 2023)
iii. Companies which have ceased to be associates during FY'2023:
• Sterlite Interlinks Limited (w.e.f. June 01, 2022)
26. DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for prevention and
redressal of complaints of sexual harassment at workplace and the same can be accessed on
the website of the Company at https://www.
sterlitepower.com/wp-content/uploads/2021/12/sterlite power posh policv-1.pdf. Your
Company has constituted Internal Complaints Committee (ICC) for various business divisions
and offices, as per the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Your Company is an equal opportunity employer and believes in providing opportunity and
key positions to women professionals. The Group has endeavoured to encourage women
professionals by creating proper policies to address issues relating to safe and proper
working conditions and create and maintain a healthy and conducive work environment that
is free from discrimination. This includes discrimination on any basis, including gender,
as well as any form of sexual harassment.
During FY'2023, your Company has received no complaints of harassment. As on March 31,
2023, no complaints were pending to be resolved.
27. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act, 2023 and the Rules made
thereunder the amounts of Dividend which remained unpaid or unclaimed for a period of
seven years are to be transferred by the Company to the Investor Education and Protection
Fund established by Central Government.
As on March 31, 2023, the details of unpaid and unclaimed dividend lying with your
Company can be accessed on the website of the Company at https://www.
sterlitepower.com/investors.
Further, no amount was required to be transferred to IEPF during FY'2023.
28. SHARES LYING IN UNCLAIMED SUSPENSE ACCOUNT
The details of shares lying in Unclaimed Suspense Account are available in the
Corporate Governance Report annexed to this Directors' Report as Annexure-A and
forming part of the Directors' Report. Further, the details of the Shareholders to whom
the shares belong and lying in the unclaimed suspense account can be accessed on the
website of the Company at https://www. sterlitepower.com/investors.
29. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Section 134 of the Companies Act, 2013 and the Rules made thereunder, the
particulars of conservation of energy, technology absorption and foreign exchange earnings
and outgo is annexed to this Directors' Report as Annexure-F.
30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to the Section 197 of the Companies Act, 2013 and the Rules made thereunder,
the particulars relating to statement containing the remuneration of the employees
including such other details as are required to be disclosed under the relevant Section,
is being excluded from this Annual Report for FY'2023.
However, such particulars shall be made available to any Member/Shareholder on a
specific request made in writing before the date of ensuing Annual General Meeting. Any
Member/Shareholder interested in obtaining a copy of such statement, may write to the
Company Secretary at secretarial.grid@sterlite.com and the same shall be furnished upon
such request.
31. PERFORMANCE AND RETENTION CASH PLAN 2021
In order to provide strategic direction to the Organisation and ensuring achievement of
high growth, the Nomination and Remuneration Committee had adopted ‘Performance and
Retention Cash Plan 2021' (“Plan”) on September 24, 2021, for the key
employees including Managing Director
of the Company to ensure a continuous focus on creating value and participating
actively in growth journey.
The Plan is in line with Company's philosophy of sharing benefits of growth with its
key growth drivers.
32. LITIGATION BY THE COMPANY UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016
The details of application made by your Company and proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during FY'2023 along with the status as at March 31,
2023 is as under:
Pursuant to certain purchase orders placed by Pan
India Infraprojects Private Limited (‘Pan India') for the purchase of ACSS
aluminium conductors and OPGW Cables from the Company and a liquidation application filed
before the National Company Law Tribunal against Pan India under the Insolvency and
Bankruptcy Code, 2016 and the corresponding public announcement dated July 25, 2020, your
Company has raised a claim of approximately I 124.17 million against Pan India for certain
cancellation costs and dues towards the non-issuance of C form owed by Pan India to the
Company. The matter is currently pending.
33. DISCLOSURES WITH RESPECT TO EVENTS POST MARCH 31,2023
a. Alteration in the share capital clause of Memorandum of Association
Post closure of FY'2023, the authorised Share Capital has been increased from I
1753,33,00,000 to I 2000,00,00,000, by creation of 123,33,50,000 additional Redeemable
Preference Shares of I 2/- each aggregating to I 246,67,00,000. The details of the same
are as under:
Type of share |
Capital structure as on March 31,2023 No. of shares
Amount (In J) |
Capital Structure
as on August 11, 2023
No. of shares Amount (In J) |
Equity shares of I 2/- each |
638,02,50,000 |
1276,05,00,000 |
638,02,50,000 |
1276,05,00,000 |
Optionally Convertible Redeemable Preference Shares of I 10/- each |
47,00,00,000 |
470,00,00,000 |
47,00,00,000 |
470,00,00,000 |
Redeemable Preference Shares of I 2/- each |
3,64,00,000 |
7,28,00,000 |
126,97,50,000 |
253,95,00,000 |
Total |
|
1753,33,00,000 |
|
2000,00,00,000 |
b. Completion of tenure of Ms. Kamaljeet Kaur,
Whole Time Director
Ms. Kamaljeet Kaur (Chief Human Resource Officer) was appointed as a Woman and Whole
Time Director of the Company on June 29, 2022, for a period of 1 (One) year. Pursuant to
the provisions of the Companies Act, 2013 and read with the terms of appointment, from the
closing hours of business of the Company on June 28, 2023, she has vacated the position of
the Director and Whole Time Director.
c. Resignation of Mr. Sanjeev Bhatia, from the position of the Chief Financial Officer
Mr. Sanjeev Bhatia was appointed as Chief Financial Officer (CFO) of your Company
w.e.f. October 01, 2021.
He has submitted his resignation from the position of the CFO w.e.f. August 22, 2023,
as he wants to pursue opportunities outside your Company. The Board of directors in its
meeting held on August 11, 2023, has accepted the same and he would be relieved of his
responsibilities as CFO with effect from closing hours of business of the Company on
August 22, 2023.
34. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134 of the Companies Act, 2013 and the Rules made
thereunder, your Directors state that:
a. in the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards read with requirements set out under Schedule
III to the Act, have been followed and there are no material departures from the same.
b. they have selected such accounting policies and applied them consistently and made
judgements 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 March 31, 2023 and of the profit/ loss
of the Company for the year April 01, 2022 to March 31, 2023.
c. they have 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.
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 are operating effectively.
f. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
35. GENERAL
For FY'2023, the Directors state that:
a. Your Company has not received any complaints relating to child labour, forced
labour, involuntary labour during the FY'2023.
b. Your Company has not accepted any deposits from the public or otherwise in terms of
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules,
2014 and as such, no amount on account of principal or interest on deposits from public
was outstanding as on the date of Balance Sheet.
c. Your Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise.
d. The Managing Director of your Company do not receive any remuneration or commission
from any of its subsidiaries.
e. No significant or material orders were passed by the Regulators or Courts or
Tribunals which has an impact on the going concern status and Company's operations in
future.
f. The Auditors have not reported any matter under Section 143 (12) of the Act.
g. Your Company has not made any one-time settlement in respect of any loan from Banks
or Financial Institutions, hence, no details of difference between amount of the valuation
done at the time of one-time settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof, are required to
be given.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standard - 1, on Meetings of Board of
Directors and Secretarial Standard - 2 on General Meetings, issued by the Institute of
Company Secretaries of India, have been duly complied with.
37. ANNUAL RETURN
Pursuant to Section 92 of the Companies Act, 2013 the Annual Return of the Company for
FY'2023 can be accessed on the website of the Company at https://www.
sterlitepower.com/investors.
38. ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities,
customers, vendors and Members during FY'2023.
Your Directors place on record their deep sense of appreciation to the contributions
made by the employees through their hard work, dedication, competence, support and
co-operation towards the progress of your Company.
For and on behalf of the Board of Directors |
|
Sterlite Power Transmission Limited |
|
sd/- |
|
Pravin Agarwal |
|
Chairman |
|
DIN-00022096 |
Date: August 11, 2023 |
|
Place: Mumbai |
|
|