To the Members of Adani Power Limited
Report on the Audit of the Standalone Financial StatementsQualified Opinion
We have audited the accompanying standalone financial statements of Adani Power Limited ("the Company”), which comprise the Balance sheet as at March 31, 2023 the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and
according to the explanations given to us, except for the effects of the matters described in the 'Basis for Qualified Opinion' section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("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 March 31, 2023, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Qualified Opinion
We refer to Note 67 of the standalone financial
statements. Pending completion of the ongoing investigations by Securities and Exchange Board of India and completion of proceedings before the Hon'ble Supreme Court in terms of its order dated March 2, 2023, in respect of the matter stated in the said note, we are unable to comment on the possible consequential effects thereof, if any, on these standalone financial statements,
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements' section of our report. We are independent of the Company in accordance with the 'Code of Ethics' issued by the Institute of Chartered Accountants of
India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics, We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements,
Emphasis of Matter
The comparative financial information of the Company as at and for the year ended March 31, 2022 included in these Standalone Financials Statements have been restated to give the effect of the adjustments arising from Amalgamation (the "Scheme”) between the Company and it's six wholly owned subsidiaries as fully described in the Note 64 to the standalone financial statements,
Our opinion is not modified in respect of this matter,
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2023, These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the 'Basis for Qualified Opinion' section we have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the
standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address
the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.
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Key audit matters
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How our audit addressed the key audit matter
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Revenue recoanition and assessment of recoverability of receivables related to chanae in law claims
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(Also refer Notes 3(vii), 11 and 33 to the standalone financial statements)
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The Company, having Power Purchase Agreements (PPA) are eligible for compensation claims against
various Change in Law events having cost implications on generation and supply of power such as additional
duties and taxes, increased cost of power generation, etc., due to purchase of alternative coal in terms of
the framework of supply of power as per PPA entered by the respective Thermal Power Plant/ Units with the various Discoms.
The compensation claims (invoices) are raised by the
Company upon approval of change in law event by the relevant Regulatory Authorities. The invoices for change in law claims are raised considering operational / cost parameters based on qualitative parameters approved in terms of the relevant Regulatory Authorities Orders and are subject to partial / final acceptance of the claims by the respective Discoms.
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Our audit procedures in response to this key audit
matter included, but not limited to, the following:
- Examined the Company's accounting policies with respect to assessing compliance with Ind AS 115 "Revenue from Contract with Customers”.
- Obtained understanding of the key controls that management has in place to monitor change in law events and related claims, status of various pending claims including under appeals and orders passed by various regulatory authorities.
- Inspected the relevant state regulatory commission, CERC, appellate tribunal and court rulings and examined management assumptions / judgement relating to various parameters in terms of regulatory orders, for measuring / estimating the amount of such claims.
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Considering that the methodology and the parameters
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- Examined the underlying parameters and
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of claims are subject to final acceptance by the
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assumptions / judgement used for measuring /
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respective Discoms, the revenue is recognised in the
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computing the amounts of compensation claims
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books of account based on the prudent parameters of
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as per regulatory orders through verification of
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claims and methodology, till the respective matters are
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historical information and other available internal
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accepted / settled with the Discoms.
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and external data.
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Thus, the revenue/ receivables from Discoms are subject to adjustments to the extent there may
be adverse impact on account of appeals with the
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- Tested on sample basis, the accuracy of the underlying data used for computation of such
claims.
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regulatory authorities.
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- Tested the joint reconciliations for trade
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receivables performed by the Company with
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In certain cases where the regulatory order(s) are subject matter of appeal with higher appellate forums / authorities, and the amount of claims are not
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the respective Discoms, wherever available with underlying records.
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ascertainable, revenues for change in law claims are not recognised, pending outcome of the final decision.
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- Tested the status of the outstanding receivables
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and recoverability of the overdue / aged receivables through inquiry with management,
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In view of the complexity and judgement involved in estimation of the amounts of such claims and recoverability
thereof, the same is considered as a key audit matter.
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and collection trends in respect of receivables.
- Assessed the disclosures in accordance with
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the requirements of Ind AS 115 "Revenue from
Contract with Customers”.
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Revenue recoanition for reaulated power generation business
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(Also refer Note 33 to the standalone financial statements)
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In the regulated power generation business of Udupi
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Our audit procedures in response to this key audit
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Thermal Power Plant (Udupi TPP) (erstwhile known
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matter included, but not limited to, the following:
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as Udupi Power Corporation Limited), the tariff is determined by the regulator based on cost plus return on equity basis wherein cost is subject to prudential
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- Examined the Company's accounting policies with respect to assessing compliance with Ind AS 115 "Revenue from Contract with Customers”.
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norms.
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The Company invoices its customers on the basis of provisional approved tariff which is based on Tariff Regulation and is subject to true up adjustment. As
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- Performed test of controls over revenue recognition and accruals through inspection of evidence of performance of these controls.
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the Company is entitled to tariff based on actual cost
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- Performed the tests of details including the
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incurred for the year, at point of revenue recognition
it recognises adjustments for the escalation/ deescalation in the various parameters compared to the entitled parameters.
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following key procedures:
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Key audit matters
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How our audit addressed the key audit matter
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Accruals are determined based on tariff regulations
and past tariff orders and are subject to verification and approval by the regulators. Further the costs incurred are subject to prudential checks and the prescribed norms. Significant judgements are made in determining the accruals including interpretation of tariff regulations. Further certain matters for disallowance of claims has been litigated by the Company before higher authorities.
Revenue recognition and accrual of regulatory claims is a key audit matter considering the significant
judgements involved in the determination thereof.
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• Evaluated the key assumptions used by the Company by comparing it with the assumptions in provisional approved tariff order.
• For tariff orders (including updated tariff
order) received by the Company, assessed the impact recognised by the Company and for matters litigated by the Company, also assessed the management's evaluation of the likely outcome of the dispute based on past precedents.
• Tested the joint reconciliation for invoiced billed and approved tariff-based income
performed by the Company with the Discoms, wherever available with underlying records and adjustments made in books of account
as recoverable/ payable for the respective approved tariff periods.
- Assessed the disclosures in accordance with the requirements of Ind AS 115 "Revenue from
Contract with Customers".
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Evaluation of imoairment of orooerty. olant and equipment
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(Also refer Note 3(iv) and 47(c) to the standalone financial statements)
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As at March 31, 2023, the carrying value of the Property, Plant and Equipment (PPE) of the Company (Mundra Thermal Power Plant (TPP) Cash Generating Unit (CGU)) is H13,706.48 crores (net of government grant).
To assess if there is an impairment in the carrying value of PPE of Mundra TPP CGU, the management conducts CGU level impairment tests annually or whenever changes in circumstances or events indicate that, the carrying value of PPE may require evaluation to verify recoverability. An impairment loss is recognised if the recoverable amount of PPE is lower than the carrying value.
The recoverable amount of the Mundra TPP CGU is evaluated by calculating the value in use of the CGU to which carrying value of PPE is attributable along with the revised SPPA entered with Gujarat Urja Vikas Nigam Limited ("GUVNL') in terms of Settlement Deed with the said Discom dated January 4, 2022, which has been approved by Hon'ble Supreme Court. Further, the unit has also entered into Supplementary Power Purchase Agreement (SPPA) with Haryana discom in February 2023 and long term PPA with MPSEZ Utilities Limited ("MUL') to supply power from Mundra TPP in April 2023. This is a key audit matter as the testing of impairment of carrying value of Mundra TPP PPE is complex and involves significant judgement. .
The key assumptions involved in impairment test are projected revenue growth, tariff estimate, cost of coal, operating margins, estimated life of PPE and discount
rates and terminal value.
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Our audit procedures in response to this key audit
matter included, but not limited to, the following:
- We have obtained an understanding the Management's internal controls over its annual impairment assessment and key assumptions applied such as revenue growth, operating margins, discount rates, estimated life of PPE and terminal growth rates;
- We obtained CGU valuation model prepared by the management and engaged our valuation specialists to evaluate the appropriateness of valuation methodology applied in impairment testing and to test the key assumptions around expected long term growth parameters discount rates etc.
- We discussed potential changes in key drivers with management in order to evaluate the suitability of inputs and assumptions used in the cash flow forecasts and performed sensitivity analysis around the key assumptions used by management.
- We have obtained an understanding of impact of the revised agreement entered with GUVNL dated March 30, 2022, Haryana discom for
supplying the power dated February 28, 2023 and long term PPA entered with MUL for supply of power dated April 14, 2023 having impact on the valuation model.
- Assessed the disclosures in accordance with the requirements of Ind AS 36 "Impairment of Assets".
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Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible
for the other information, The other information comprises the information included in the Annual report, but does not include the standalone financial
statements and our auditor's report thereon.
Our opinion on the standalone financial statements
does not cover the other information and we do not express any form of assurance conclusion thereon,
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact, We have nothing to report in this regard,
Responsibilities of the Management for the Standalone Financial Statements
The Company's Board of Directors is responsible
for the matters stated in section 134(5) of 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 the 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error,
In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so,
Those Board of Directors are also responsible for
overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion, The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control,
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls,
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management,
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company's ability to continue as a going concern, If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and
content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2023 and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1” 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 except for the matter described in the Basis for Qualified Opinion paragraph, obtained all the information
and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(b) Except for the matter described in the Basis for Qualified Opinion paragraph, 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 those books;
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid financial
statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended;
(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may
have an adverse effect on the functioning of the Company;
(f) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act;
(g) The qualification relating to the maintenance of accounts and other matters connected
therewith are as stated in the Basis for Qualified Opinion paragraph above;
(h) With respect to the adequacy of the internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2” to this report;
(i) The Company has not paid any managerial remuneration to its directors and thus, the provisions of section 197 read with Schedule V of the Act are not applicable to the Company for the year ended March 31, 2023;
(j) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended 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 standalone financial statements -Refer Note 41 to the standalone financial
statements;
ii. The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv. a) The management has represented
that, to the best of its knowledge and belief, as disclosed in the note 66 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entities, including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 66 to the standalone financial statements, no funds have been received by the company from any person or entities, including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, 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 provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and
c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) contain any material misstatement.
v. The dividend on compulsory redeemable preference shares in respect of the same declared for the previous years and paid by the Company during the year, is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend.
As stated in note 62 of the standalone financial statements, the Board of Directors
of the Company have proposed dividend on compulsory redeemable preference shares for the year which is subject to the approval of members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.
vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1, 2023, reporting
under this clause is not applicable.
For S R B C & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
per Santosh Agarwal
Partner
Membership Number: 093669
UDIN: 23093669BGUYXA8928
Place of Signature: Ahmedabad Date: May 5, 2023
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