AR Power Regular version

1 INDEXC orporate Information .. 2 Notice .. 3 Board s Report .. 12 Management Discussion and Analysis .. 49 Business Responsibility Report .. 58 Report on Corporate Governance .. 68 Independent Auditors Report on Standalone Financial Statements .. 85 Standalone Financial Statements .. 92 Independent Auditors Report on Consolidated Financial Statements .. 162 Consolidated Financial Statements .. 1665 Years Highlights - Consolidated .. 236 annual Report 2016-172 CORPORATE INFORMATIONB oard of DirectorsSudhir MehtaChairmanPankaj PatelSamir BaruaKiran KarnikKeki MistryR. RavichandranBhavna DoshiDharmishta RavalPankaj Joshi, IASS amir MehtaVice ChairmanMarkand BhattWhole-time DirectorJinal MehtaWhole-time DirectorAudit and Risk Management CommitteeKeki MistryChairmanSamir BaruaKiran KarnikBhavna DoshiDharmishta RavalStakeholders Relationship CommitteePankaj PatelChairmanSamir MehtaMarkand BhattNomination and Remuneration CommitteeKiran KarnikChairmanSudhir MehtaPankaj PatelDharmishta RavalCorporate Social Responsibility CommitteeBhavna DoshiChairpersonSamir BaruaJinal MehtaCommittee of DirectorsSamir MehtaChairmanMarkand BhattJinal MehtaExecutive Director (Corporate Affairs) & Chief Financial OfficerT.

2 P. VijayasarathyCompany Secretary Darshan SoniStatutory AuditorsDeloitte Haskins & Sells, AhmedabadChartered AccountantsRegistered Office Samanvay , 600, Tapovan, Ambawadi, Ahmedabad-380009, Gujarat, : +91 79 2662 8300 / 2662 8000 Fax: +91 79 2676 4159 GENERATIONSUGEN, UNOSUGEN & GENSU Off National Highway No. 8, Taluka Kamrej,District Surat-394155 (Gujarat)AMGENA hmedabad-380005 (Gujarat)DGENPlot No. Z-9, Dahej SEZ, Taluka Vagra,Dist. Bharuch - 392130 (Gujarat)CABLESY oginagar, Mission Road,Nadiad-387002 (Gujarat)DISTRIBUTIONT orrent House, Station Road, Surat-395003 (Gujarat)Old Agra Road, Anjur Phata, Bhiwandi-421302 (Maharashtra)6, Raghunath Nagar, Suresh Plaza Market,M. G. Road, Agra-282002 (Uttar Pradesh) and Share Transfer AgentLink Intime India Pvt. : Torrent Power Limited506-508, Amarnath Business Centre-1 (ABC 1),Besides Gala Business Centre, Near ST.

3 Xavier sCollege Corner, Off. C. G. Road, Ellisbridge, Ahmedabad - 380006 (Gujarat)Phone : +91 79 2646 5179 / 86 / 87E-mail : : Services Email Identity NumberL31200GJ2004 PLC0440683 NOTICENOTICE is hereby given that the Thirteenth annual general meeting of the Members of TORRENT Power LIMITED will be held on Tuesday, 1st August, 2017 at at J. B. Auditorium, Torrent - AMA Centre, Ahmedabad Management Association, Vastrapur, Ahmedabad - 380015* to transact the following business:ORDINARY BUSINESS 1. Adoption of the Financial Statements To receive, consider and adopt the Financial Statements (including Consolidated Financial Statements) of the Company for the financial year ended 31st March, 2017, including Audited Balance Sheet as at 31st March, 2017 and the Statement of Profit and Loss for the year ended on that date and reports of the Auditors and the Directors Declaration of dividend To declare dividend of ` per share on equity shares of the Company for the financial year ended 31st March, Director retiring by rotation To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT the vacancy caused by retirement of Shri R.

4 Ravichandran (holding DIN: 06737497) at the 13th annual general meeting be not filled up. 4. Appointment of Statutory Auditors To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, (FRN: 012754N/N500016) be and are hereby appointed as Statutory Auditors of the Company to hold office from conclusion of this annual general meeting of the Company till conclusion of the 18th annual general meeting at a remuneration to be fixed by the Board of Directors of the Company, subject to ratification of such appointment by the shareholders at every annual general meeting .

5 SPECIAL BUSINESS5. Appointment of Shri Pankaj Joshi, IAS as Director of the Company To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT Shri Pankaj Joshi, IAS (holding DIN: 01532892), who was appointed as an Additional Director of the Company pursuant to the provisions of Section 161(1) of the Companies Act, 2013, Article 114 of the Articles of Association of the Company and any other provisions if applicable and who holds office till commencement of this annual general meeting and in respect of whom the Company has received a notice from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation. 6. Ratification of Remuneration of Cost Auditors To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 including any statutory modification(s) or re-enactment thereof, for the time being in force ( Act ), M/s.

6 Kirit Mehta & Co., Cost Accountants, Mumbai, the Cost Auditors appointed by the Board of Directors of the Company (except for Dahej Distribution and DGEN as both are in SEZ and exempt from * Please refer to page no. 238 for route map to the AGM Report 2016-174the provisions of Cost Audit), to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2018 be paid the remuneration of `12,00,000 /- plus applicable taxes and out of pocket expenses incurred by them during the course of the Audit. RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to take such actions as may be necessary for implementing the above resolution. Ahmedabad23rd May, 2017By Order of the BoardFor Torrent Power LimitedT. P. VijayasarathyExecutive Director (Corporate Affairs) & CFOR egistered Office: Samanvay , 600, Tapovan,Ambawadi,Ahmedabad-380015 CIN: L31200GJ2004 PLC044068 Tel.

7 No. +91 79 26628300 Website: : A MEMBER ENTITLED TO ATTEND AND VOTE AT THE 13TH annual general meeting ( AGM or meeting ) OF THE COMPANY IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF. A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding 50 (fifty) and holding in aggregate not more than 10 (ten) percent of the total share capital of the Company. However, a member holding more than 10% (ten percent) of the total share capital of the Company may appoint a single person as proxy and such person shall not act as proxy for any other A proxy form is sent herewith. In case a member wants to appoint a proxy, duly completed and stamped proxy form, must reach the Registered Office of the Company not later than 48 hours before the time for holding the aforesaid meeting .

8 3. Corporate members intending to send their authorised representatives to attend the meeting are requested to send a certified copy of the Board resolution to the Company, authorising their representative to attend and vote on their behalf at the Members / proxies / authorised representatives are requested to bring the Attendance Slip sent herewith, duly filled in, for attending the In case of joint holders attending the meeting , only such joint holder who is higher in the order of names will be entitled to The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 12th June, 2017 to Wednesday, 14th June, 2017 (both days inclusive) for determining the names of members for the purpose of the The Statement pursuant to Section 102 of the Companies Act, 2013 and/or Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms part of this In terms of the Section 124 of the Companies Act, 2013, the amount of dividend not encashed or claimed within 7 (seven) years from the date of its transfer to the unpaid dividend account, will be transferred to the Investor Education and Protection Fund established by the Government.

9 Accordingly, the unclaimed dividend in respect of financial year 2009-10 of the erstwhile Torrent Cables Limited (since amalgamated with Torrent Power Limited) and the Company will be due for transfer to the said Fund in September 2017. The shareholders who have not encashed their dividend warrants for financial year 2009-10 of the erstwhile Torrent Cables Limited (since amalgamated with Torrent Power Limited) and the Company, are requested to approach the Company for payment. Further, pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( IEPF Rules ), all shares on which dividend has not been paid or claimed for seven consecutive years or more are required to be transferred to an IEPF Authority.

10 The Company has sent intimation to all such shareholders who have not claimed their dividend for seven consecutive years. All such Shareholders are requested to claim their Unclaimed Dividend expeditiously failing which their shares shall be transferred to IEPF Authority and no claim shall lie against the Company. The Shareholders thereafter need to claim their shares from IEPF Authority by following such procedures as prescribed in the IEPF Rules (as may be amended from time to time).9. The Companies Act provides nomination facility to the members. As a member of the Company, you have an option to nominate any person as your nominee to whom your shares shall vest in the unfortunate event of your death. It is advisable to avail of this facility especially by the members who currently hold shares in their single name.