India: Chennai-Kanyakumari Industrial Corridor: Power Sector Investment Project - Tamil Nadu Transmission Corporation Limited (TANTRANSCO) - Asian ...

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Entity Financial Analysis Report

Project Number: 51308-001
Loan Number: XXXX
October 2019

India: Chennai-Kanyakumari Industrial Corridor:
Power Sector Investment Project
Tamil Nadu Transmission Corporation Limited (TANTRANSCO)
A.     Introduction

1.       Tamil Nadu Transmission Corporation Limited (TANTRANSCO) is the state transmission
utility (STU) of Tamil Nadu and is responsible for development, maintenance and operation of
intra-state transmission network in the state. It is also the deemed state transmission licensee.
The company was incorporated in June 2009 after restructuring of erstwhile Tamil Nadu Electricity
Board (TNEB) and the first set of financial statements were prepared for FY2009–2010.

2.      The company is a regulated entity and its operations and tariffs are regulated by electricity
regulatory commissions under the Electricity Act 2003. Tamil Nadu Electricity Regulatory
Commission (TNERC) decides the intra-state transmission tariffs and corresponding revenues
based on the principle of prudent cost recovery (including a regulated return of 14% on approved
equity balances). TANTRANSCO filed its first tariff petition before TNERC during FY2011–2012
for approval of intra-state transmission tariffs for FY2012–2013. Subsequently, an intra-state
transmission order was issued by TNERC on 30 March 2012.

3.      The tariff-setting process is governed by TNERC (Tariff regulations). Tariffs and revenues,
once approved on ex-ante basis, are subject to truing-up in subsequent years based on actual
revenues earned and expenses incurred after a prudence check of TNERC. During the truing-up
process, TNERC may disallow an actual expense and reduce the revenue recovery in future
years, if the expense is not prudent or efficient in the view of the Commission or the expense is
not in accordance with its regulations and previous judgements/orders. Hence, the revenues
which are the critical parameter for ascertaining profitability of a company are subject to a
substantial regulatory risk and may fluctuate significantly based on TNERC’s decisions. The
company, however, is insulated from the demand risk, as any under-recovery (or over-recovery)
on account of a change in transmission demand is usually allowed in the truing-up order.

B.     Tariff filings and issuance of intra-state transmission tariff orders

4.      TANTRANSCO filed its first tariff petition during FY2011−2012 before TNERC for approval
of intra-state transmission tariffs for the ensuing year FY2012−2013. TNERC issued the intra-
state transmission order on 30th March 2012. This was the second intra-state transmission order
issued by TNERC, the first being the order issued by TNERC on 15 May 2006 in response to the
petition submitted by erstwhile TNEB.

5.     The company then filed a tariff petition before TNERC for approval of intra-state
transmission tariffs for FY2013−2014 and subsequently the third intra-state transmission tariff
order was issued by TNERC on 20 June 2013.The company however, did not file a tariff petition
during FY2013−2014 for the approval of tariff for FY2014−2015 and the Commission initiated suo-
motu proceedings. The fourth intra-state transmission tariff order was issued in December 2014.

6.       TANTRANSCO filed a truing-up/tariff petition during in January 2017, on which an order
(fifth) was issued on 11 August 2017. In the order, TNERC trued up TANTRANSCO’s aggregate
revenue requirement Report (ARR) until FY2015–2016. The Commission also approved
TANTRANSCO’s ARRs till FY2018−2019 and intra-state transmission tariff for FY2017−2018. In
this order, the Commission relied on its own computations for depreciation based on the adjusted
gross fixed assets (opening balance at the end of March 2012) without considering the impact of
revaluation of assets and average depreciation rates.

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C.      Historical Financial Performance

7.   TANTRANSCO’s financial performance from FY2012–2013 to FY2017–2018 is
summarized in Table 1, and detailed financial statements are provided in Annexure.

      Table 1: TANTRANSCO-Summarized Financial Performance (2013-2018)
                               (₹Million)
 Item                                        2013          2014       2015        2016       2017       2018
 Profit and Loss Statement:
 Operating Revenue                         24,150         28,771    19,362      25,071     25,781     27,818
 Depreciation & amortization                2,995          3,123     5,680       4,876      5,908      7,523
 Other operating expenses                   5,226          7,173     8,564      10,767     12,159     13,604
 Operating income (EBIT)                   15,928         18,474     5,119       9,427      7,714      6,691
 EBITDA                                    18,923         21,598    10,799      14,304     13,621     14,214
 Interest expenses (Gross)                 13,299          7,239     9,274      13,793     13,104     15,657
 Interest expenses (net of capitalised
 interest)                                 10,582          5,000      6,360     10,598     10,302      12,171
 Extra-ordinary items and other expense         0              0          0           0          7     41,750
 Profit before tax (PBT)                    2,365         13,080    (1,129)     (2,634)    (2,749)   (46,661)
 Net income/(loss)                          2,365         13,080    (1,129)     (2,634)    (2,749)   (46,661)
 Dividend and other appropriations              0              0          0           0          0          0

 Cash flow statement:
 Capital expenditure                        11,369      30,482       31,748     142,184     36,197     29,175
 Operating cash flow                        37,426      21,295       17,407      61,028     28,693     12,089
 Investing cash flow                      (11,356)    (30,461)     (31,742)   (158,101)   (36,197)   (29,172)
 Loan repayments                            26,019      12,863       13,099      30,248     10,510     17,517
 Financing cash flow                      (26,109)       9,063       14,870      96,670      7,832     17,533
 Net cash flow                                 (39)      (103)          535       (403)        327        450

 Balance sheet:
 Current assets                           102,085     152,803      213,608     276,111    201,801     66,654
 Non-current assets                       122,082     149,419      175,480     329,864    353,483    369,264
 Fixed assets (net)                        87,925      98,131      126,632     267,861    289,398    307,423
 Current liabilities                      147,132     195,397      259,013     367,175    313,971    222,067
 Long term borrowings a                    82,537      93,381      107,101      99,985    132,982    161,842
 Non-current liabilities                   83,014      94,039      107,911     122,656    130,541    169,095
 Total Equity                              (5,979)     12,786       22,165     116,144    110,772     44,757
 Share capital                             28,409      30,099       38,810      41,355     41,355     47,414
 Return on net fixed assets b                            14%           -1%         -1%        -1%      -16%
 Debt-service coverage ratio c                0.48       1.07         0.48        0.32       0.58       0.43
 Debt (LT) /
 (Debt (LT)+Total equity) d                 108%            88%       83%         46%        55%        78%
 Current ratio e                             0.69           0.78      0.82        0.75       0.64       0.30

EBIT = earnings before interest and tax; EBITDA = earnings before interest, tax, depreciation and
amortization; LT = long-term
a Includes current maturities on long-term borrowings.
b Net income/average fixed assets.
c Calculated as (EBITDA-Tax) divided by (Interest expenses+ principal repayments).
d Calculated as long-term debt divided by total equity (including reserves and surplus).
e Calculated as current assets divided by current liabilities.

Source: Tamil Nadu Transmission Corporation Limited

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8.      Revenue. In FY2013−2014 the company registered the highest revenue (₹28.77 billion)
for the period although this was followed by a decline of 32.7% in the subsequent year before the
recovery started in FY2015−2016. The revenue remained largely flat for the remainder of the
period. The variation in revenue is mostly a consequence of delays on the part of TANTRANSCO
in submitting petitions for its aggregate rate of return (ARR) tariffs and true ups.

9.      Profit. The company posted a substantial net profit of ₹13 billion (45.5 % of revenues)
and a net profit of ₹2.3 billion (9.8% of revenues) during FY2013−2014 and FY2012−2013
respectively. Thereafter, the company has posted losses for last 4 years. Net loss for
FY2016−2017 was ₹2.75 billion (10.66 % of revenues) with a net cash inflow of ₹0.34 billion. The
loss increased to ₹46.6 billion for FY2017−2018, however this figure includes a one-off charge of
₹41.7 billion for historical (prior period) interest claimed by TANGEDCO. The company’s
accumulated losses at the end FY2017−2018 were ₹37.7 billion (80% of contributed equity) which
included an opening accumulated loss level of ₹40.3 billion originating from the provisional
transfer scheme.

10.     The reasons for financial losses posted by the company become apparent when reviewing
the approved revenue and associated disallowances in the last intra-state transmission tariff order
(August 2017). The order was issued against TANTRANSCO’s truing-up petition for
FY2011−2012 to FY2015−2016. In the order, TNERC also approved intra-state transmission
ARRs till FY2018–2019 and tariff for FY2017–2018. TNERC’s disallowances on account of return
on equity, operation & maintenance expenses and interest expenses were substantial, amounting
to around ₹8.5 billion of revenue. As noted below, TANTRANSCO has challenged TNERC on the
return on equity disallowance and the case is pending in the Supreme Court of India but at this
stage has not appealed other disallowances.

11.      Revaluation reserve: The final transfer scheme with regards to reorganization of
erstwhile TNEB was notified on 13 August 2015 and consequently TANTRANSCO included a
revaluation reserve on its balance sheet with an opening balance of ₹71.63 billion during
FY2015–2016. After adjusting for amortization of depreciation towards the revaluation reserve
and a minor adjustment towards the opening balance, a balance revaluation reserve of ₹47.20
billion was carried forward at the end of the FY2015–2016. This reserve had reduced to ₹35.07
billion by the end of FY2017–2018.

12.     Further, an additional current liability owed to TANGEDCO and other creditors was
created in the balance sheet to offset the revaluation of assets by ₹142 billion. Only part of this
additional current liability has been recognized by the regulator (TNERC) in setting of the
transmission tariff. As TANTRANSCO was not servicing the unrecognized portion of this liability
TANGEDCO has levied a penal interest charge of ₹41.8 billion in FY2018. The resolution of this
issue is addressed through the proposed financial restructuring plan (FRP).

13.    Capital expenditure: During the last 4-year period, annual capital expenditure remained
in the range of ₹30−35 billion, except for FY2015−2016, when the assets were revalued to
account for the impact of notification of the final transfer scheme. The asset revaluation of
₹142 billion in FY2015−2016 was reflected as an increase in capital expenditure funded through
increase in current liabilities in the cash flow statement.

14.    Government’s share capital: As of 31 March 2018, the company had share capital
(Government) of ₹47.4 billion and a deficit reserve (P&L deficit) of ₹37.7 billion. The company
also had a revaluation reserve (net) of ₹35.1 billion. In this context, it is important to note that
TNERC currently allows return on equity only on the share capital added since FY2011−2012 and
not on the opening balance of equity (on 31 March 2011) and the reserves created thereafter.

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TANTRANSCO has challenged TNERC on this matter and the case is pending in the Supreme
Court of India seeking additional return-on-equity (ROE) on the opening balance of equity. In its
most recent tariff order1 TNERC had recognized ₹20.17 billion as the regulatory equity at the end
of FY2015−2016.

D.          Historical Financial Ratio Analysis

15.     Various financial ratios were computed for TANTRANSCO based on its audited financial
statements for the period FY2012−2013 to FY2017−2018. A brief discussion on key financial
ratios is provided in the following paragraphs. The computed ratios for TANTRANSCO are
tabulated in Table 2.
                                       Table 2: Historical Ratio Analysis-TANTRANSCO (2013-2018)
    Item                                              2013         2014    2015       2016        2017          2018
    Liquidity ratios
    Current ratio a                                    0.69        0.78    0.82        0.75        0.64         0.30
    Quick ratio b                                      0.36        0.35    0.32        0.27        0.01         0.02
    Operating cash flow ratio      c                   0.25        0.11    0.07        0.17        0.09         0.05
    Self-financing ratio   d                                              -0.16        0.12        0.14         -0.72
    Debt management ratios
    Interest coverage ratio e                          1.20        2.55    0.55        0.68        0.59         0.43
    Debt to asset ratio    f                                       0.35    0.31        0.20        0.23         0.33
    Debt to equity ratio       g                     -13.80        7.30    4.83        0.86        1.20         3.62
    Debt service coverage ratio h                      0.48        1.07    0.48        0.32        0.58         0.43
    Profitability ratios
    Return on total assets i                            7%          8%      2%          2%          2%           -6%
    Return on equity j                                -40%        102%      -5%        -2%         -2%         -104%
    Return on fixed assets k                                       14%      -1%        -1%         -1%         -16%

a Current assets/current liabilities
b Cash+ liquid assets+ marketable securities/current liabilities
c Cash flows from operations/current liabilities
d Cash flow from operations/average annual capex
e EBIT/interest expenses
f LT debt/Average total assets
g LT debt/Total equity
h (EBITDA-Tax)/ (Interest expenses+ principal repayments)
i Net income+ interest expenses/Average total assets
j Net income/equity
k Net income/average fixed assets

Source: TANTRANSCO.

16.    Liquidity ratios. The current ratio was maintained between 0.68 to 0.85 during this period
with lowest value of 0.30 observed during FY2017−2018. However, given that until April 2017
TANGEDCO controlled all cash flow for TANTRANSCO and TANTRANSCO’s revenues were
recognized only for accounting purposes, care should be exercised in interpreting this ratio as a
measure of TANTRANSCO’s (in) ability to manage its liquidity.

1    Determination of Intra-State Transmission Tariff and other related charges: Order in T.P. No. 2 of 2017
     dated 11 August 2017.

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17.    Debt management ratios. TANTRANSCO’s debt-service coverage ratio is significantly
below unity in all years except one, and it is likely that debt service coverage ratio (DSCR) should
have been lower than shown in the table had the one-off interest charge applied in FY2017−2018
to adjust for historical under recovery of interest (to TANGEDCO) been allocated to the year in
which the interest fell due.

18.   The debt-equity ratio varied erratically over the period from 13.8:1 in FY2012−2013 to 89%
in FY2014−2015 to 3.6:1 in FY2017−2018 reflecting the large swings in equity arising from
accumulated profits and losses and from the asset revaluation reserve booked in FY2015−2016.

19.     Profitability ratios. As mentioned before the company has made successive losses
during the last four years resulting in negative profitability ratios and no discernable patterns (other
than the obviously unacceptable performance against all the ratios calculated).

20.   As indicated above, TANTRANSCO is not profitable at present mainly due to several
reasons. It is important that the genesis of the problem is looked into in details and the issues are
addressed holistically. In the following section, a time-bound FRP has been proposed to place
TANTRANSCO on the path of fiscal sustainability. Subsequent to the implementation of the FRP.
TANTRANSCO would be required to comply with the financial covenants stipulated in this regard.

E.        Genesis of the financial problem in TANTRANSCO

21.    As part of the unbundling of the erstwhile Tamil Nadu Electricity Board (TNEB), assets
with an estimated value of ₹43.8 billion were revalued to ₹230.3 billion and transferred to
TANTRANSCO, along with a loan amount of ₹142.2 billion and revenue revaluation reserve (net
of accumulated losses of TNEB allocated to TANTRANSCO) of ₹71.6 billion. However, for tariff
approval purposes, the Tamil Nadu Electricity Regulatory Commission (TNERC) recognized only
the asset value of ₹94.6 billion for allowance of depreciation (without recognizing the revaluation),
and loans of ₹132.1 billion for allowing interest on borrowed capital. As the loan amount exceeded
the value of assets recognized by TNERC, TNERC does not allow return on equity (ROE) on
opening equity of ₹15.1 billion in TANTRANSCO’s approved transmission tariff.2

22.     The depreciation and ROE allowed in the transmission tariff provides the cash resources
to TANTRANSCO for the repayment of the principal on loans. From FY2011 to FY2018, as
against the total loan repayments of ₹146.9 billion, the total depreciation allowance was
₹42.2 billion, and ROE allowed was ₹13.4 billion, leaving a gap of ₹91.4 billion. TANTRANSCO
has been compelled to borrow additional short-term loans to bridge this gap.3 As these additional
loans are not borrowed for the purpose of creating transmission assets, they are also not
recognized by TNERC for tariff purposes, and hence TANTRANSCO has no income source from
which it can service these loans (including interest). TANTRANSCO has fallen into a debt trap,
where it is compelled to borrow increasing amounts to service debt without any revenue source
to recoup such debt service obligations.

23.     The regulatory regime envisages a capital structure comprising 70% debt and 30% equity
to finance capital assets, and the tariff structure includes a ROE of 14% on the equity contribution
(capped at 30% equity contribution). Principal repayments of up to 70% are financed through the
depreciation allowance in the tariff. However, in TANTRANSCO’s case, the equity contribution
has been less than 30% of its capital expenditure, and consequently the ROE that it receives in

2    TNERC allows ROE on subsequent equity injections by GoTN.
3    Typically, the short-term loans are for 3 years and place a high burden on TANTRANSCO’s debt service
     capacity.

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the tariff is also lower.4 TANTRANSCO has borrowed additional amounts beyond 70% of the
capital cost to finance its capital expenditure for which the principal repayments are not fully
covered by the transmission tariff. This principal repayment of loans beyond 70% of the capital
cost needs to be financed by TANTRANSCO through additional borrowings.

24.     Due to above mentioned reasons, the financial position of TANTRANSCO has
deteriorated over last 5 financial years- profit of ₹13.1 billion (2014) to a loss of ₹46.6 billion
(FY2018) resulting into an accumulated loss of ₹37.7 billion in FY2018 (Historical performance
annexed in Annexure “A”).

25.      As of FY2019, the value of assets of TANTRANSCO likely to be allowed by TNERC for
transmission tariff setting in the future is ₹202.4 billion. It is after adjusting the difference (₹50.7
billion) between values of fixed assets (as on transfer date) considered by TNERC (₹94.6 billion)
and the book value of these assets in the TANTRANSCO’s accounts (₹43.8 billion). Out of
₹202.4 billion, assets of ₹16.8 billion is to be funded by consumer contributions, grants and capital
subsidies. The net amount is ₹185.6 billion, of which 70%, or ₹129.9 billion can be considered as
debt for which depreciation will be allowed, and thus TANTRANSCO has a recognized source for
repayment. However, the actual debt on TANTRANSCO’s books owed to external sources
(banks/ financial institutes) is ₹187.2 billion, and the difference of ₹57.3 billion (i.e. the amount in
excess of sustainable assets) cannot be repaid by TANTRANSCO from its tariff revenues.

26.     Besides the external debt, TANTRANSCO owes ₹102.2 billion to the Tamil Nadu
Generation and Distribution Company Limited (TANGEDCO).5 This represents repayment and
interest amount of the loans that were transferred to TANTRANSCO at the time of unbundling,
and carrying cost on the amount paid by TANGEDCO on TANTRANSCO’s behalf in earlier years
and debited by TANGEDCO on 31 March 2018. TANTRANSCO has no revenue source to repay
this debt to TANGEDCO, as this does not represent any asset for the transmission business
recognized by the regulatory commission.

27.      In summary, TANTRANSCO has ₹159.5 billion of liabilities that cannot be repaid through
its future transmission tariff revenues. In addition, owing to lower equity contributions to finance
its capital expenditure, there is a gap between the aggregate ROE and depreciation allowance
and its debt service obligation, for which it needs an alternative funding source. Unless any FRP
measures are undertaken the financial performance will continue to deteriorate.

F.         Financial Restructuring Plan

28.      The resolution of this issue is essential, to ensure that TANTRANSCO becomes financially
sustainable in the future. The solutions proposed acknowledge that TANTRANSCO’s revenue
approved by the TNERC does not provide it adequate cash flows to service the liability of ₹102.2
billion owed to TANGEDCO and ₹57.3 billion unsustainable liability owed to external creditors
(banks and financial institutes) including interest.

           a)   Reallocation of Generic Loans allocated to TANTRANSCO in the Final
                Transfer Scheme

29.     The amount sought from the Government of Tamil Nadu (GoTN) has also been computed
by reallocation of project loans and generic loans between TANTRANSCO and TANGEDCO. The

4    The equity contribution was an average of 11% of capital expenditure from FY2014 to FY2018
5    This amount is under reconciliation.

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allocation of project loans and generic loans between TANGEDCO and TANTRANSCO as on
date of unbundling as per final transfer scheme is shown in table below:

           Table 3: Loan segregation as per transfer scheme – GO No 49
                              (All amount in ₹ billion)
 As per Transfer Scheme                         TANGEDCO         TANTRANSCO              Total
 Project loan                                    193.1               67.4                260.5
 Generic loan                                      -                 59.5                 59.5
 Total                                           193.1              126.9                320.0
TANGEDCO = Tamil Nadu Generation and Distribution Corporation Limited, TANTRANSCO = Tamil Nadu
Transmission Corporation Limited
Source: Government of Tamil Nadu

30.     In the meeting held under the Chairmanship of Additional Chief Secretary (Finance),
GoTN on 14 June 2019, it was agreed that determination of Generic Loan was not correct in the
transfer scheme. Based on internal discussions between TANGEDCO and TANTRANSCO, an
additional loan of ₹19.5 billion was re-assigned to generic loan from the project loan of
TANTRANSCO. The revised ratio of allocation of project loans between TANGEDCO and
TANTRANSCO is 80.12%: 19.88%. It was also agreed to re allocate generic loans between the
companies in the same ratio. Based on this, the revised loan allocation is as follows:

           Table 4: Loan segregation as per transfer scheme – GO No 49
                              (All amount in ₹ billion)
 As per Transfer Scheme                              TANGEDCO        TANTRANSCO           Total
 Project loan                                          193.1            47.9              241.0
 Reassigned Generic loan                                 -              79.0               79.0
 Total Loan                                            193.1            126.9             320.0
 Reallocate Generic Loan in the ratio of Project Loan
 Project loan ratio                                   80.12%             19.88%
 Reassigned Generic Loan segregation                    63.3              15.7             79.0
 Revised total loan                                    256.4              63.6            320.0

31.     A generic loan of ₹63.3 billion should be transferred from TANTRANSCO to TANGEDCO
as per the revised allocation.

       a) Government Equity Injection to settle                   the    Remaining
          Unsustainable Liabilities of TANTRANSCO

32.     TANTRANSCO shall approach the GoTN to seek equity support against the remaining
unsustainable loan liability, which is ₹57.3 billion. This equity assistance may be required over a
period of three years. The interest payable on the unsustainable loan during these 3 years shall
also be sought from the GoTN, which work out to ₹9.9 billion. Based on the understanding reached
at the meeting held on 14 June 2019 with the Finance Department of Tamil Nadu, the state government
has agreed to provide an equity injection of is ₹53.66 billion ($762 million) in three equal annual
installments starting from FY2021 for settling major portion of unsustainable liabilities. TANTRANSCO
shall use the proceeds from this equity infusion towards payment of loans and interest to external
creditors (banks and financial institutes). The balance amount of outstanding external loans is
expected to be serviced by TANTRANSCO through its ARR.

       a) Adjustment of Inter-company receivables/payables between
          TANTRANSCO and TANGEDCO
                                                 8
33.     There is a net payable of ₹102.2 billion from TANTRANSCO to TANGEDCO as on
31 March 2018. As discussed above, TANTRANSCO would not have adequate cash flows to
service the liability of ₹102.2 billion owed to TANGEDCO in future years. A significant contributor
to this outstanding amount (₹102.2 billion) is the additional generic loan (₹63.3 billion) allocated
to TANTRANSCO instead of TANGEDCO. TANTRANSCO had also paid interest on this
additional amount during the past years.

34.   It has been agreed between TANTRANSCO and TANGEDCO that the amount payable
by TANTRANSCO to TANGEDCO will be adjusted in the books of accounts of both the
companies.

35.     It is noted that intercompany payables and receivables as of 31 March 2018 need to be
confirmed through an intercompany reconciliation exercise. After the reconciliation of the amount,
the amount will be adjusted, based on the discussion with auditors and tax consultant, in the
following manner:
        a) The amount payable to TANGEDCO in the books of TANTRANSCO will be
             adjusted against the equity contribution from the holding company; i.e. TNEB
             Ltd;
        b) The amount receivable from TANTRANSCO in the books of TANGEDCO will
             be adjusted against the receivable from holding company (TNEB Ltd); and
        c) The amount will be reflected as payable to TANGEDCO and investment in
             TANTRANSCO in the books of TNEB Ltd.

36.    It is agreed by the two companies that no interest will be charged on the net amount
payable by either party.

        a) Capping the Future Capital Expenditure at Sustainable Level

37.    TANTRANSCO will revisit its proposed capital expenditure of ₹300.00 billion (approx.)
from FY2019–2020 to FY2021–2022. As per the direction of the Additional Chief
Secretary/Finance it will be maintained around ₹30.0 billion to ₹35.0 billion per year as in the
recent past until the company attains self-sufficiency.

38.    The GoTN will provide equity contribution for an amount equal to 30% of the capital
expenditure for all future projects of TANTRANSCO until the time TANTRANSCO is able to
finance its equity portion of capital expenditure using its internal cash accruals.

39.    The GoTN will also contribute ₹10.0 billion as equity to finance the counterpart finance of
proposed ADB-financed project. This will be part of the government equity contribution to finance
30% of capital expenditure.

          a) Rescheduling of External Liabilities

40.    It is noted that depreciation allowed by TNERC does not match the repayment obligation
of remaining external liabilities due to shorter tenor (10 years) of these loans. It is recommended
to reschedule these loans to have an average tenor of 12 years to match the accelerated
depreciation allowed by the regulator.

a) Annual Tariff Filing

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41.  To prevent accumulation of financial losses in the future, it is further agreed that
TANTRANSCO and TANGEDCO will make regular annual tariff filings starting from FY2020.

Summary of Financial Restructuring Package

     i. GoTN should provide equity support to TANTRANSCO for ₹53.66 billion towards settlement
        of major portion of unsustainable liabilities. This can be provided in three equal annual
        instalments.

        TANTRANSCO should utilize these funds to prepay unsustainable loans external agencies
        like Rural Electrification Corporation Limited (REC) and Power Finance Corporation Ltd.
        (PFC) in 3 instalments over a period of 3 years.

  ii. Balance REC and PFC loans should be restructured to loan with 12 years repayment period;

 iii. Intercompany payables and receivables as of 31 March 2018 need to be confirmed through
      an intercompany reconciliation exercise. After the reconciliation of the amount, the amount
      will be adjusted, based on the discussion with auditors and tax consultant, in the following
      manner:
        a. The amount payable to TANGEDCO in the books of TANTRANSCO will be
            adjusted against the equity contribution from the holding company; i.e. TNEB
            Ltd.;
        b. The amount receivable from TANTRANSCO in the books of TANGEDCO will
            be adjusted against the receivable from holding company (TNEB Ltd); and
        c. The amount will be reflected as payable to TANGEDCO and investment in
            TANTRANSCO in the books of TNEB Ltd.

 iv. Any inter-company payable from TANTRANSCO to TANGEDCO or vice versa will be
     adjusted in the books of both the companies, as mentioned above. It is agreed that no
     interest will be levied on the net amount after 31 March 2018.

  v. GoTN agrees to maintain 30% equity contribution of TANTRANSCO’s capital
     expenditure till the time TANTRANSCO can be funded through its retained earnings.

G.        Impact of FRP on TANTRANSCO

42.     The FRP will be implemented in FY2020−21. With above support, TANTRANSCO will turn
profitable by FY2023. Internal cash generation also results in improved debt and self-serviceability
of loans.

                   Table 5: Financial Parameters of TANTRANSCO Post FRP
                                2019        2020       2021        2022       2023        2024    2025
     PAT (₹ million)          (4,893)     (6,307)    (2,698)       (633)      1,674      3,440    4,199
     Current Ratio               0.59        0.35       0.39        0.43       0.85        0.86    0.86
     DSCR                        0.47        0.70       0.77        0.86       1.00        1.94    1.87
     Debt/Equity                 2.88        0.83       0.66        0.53       0.49        0.49    0.48
 DSCR = debt service coverage ratio, FRP = financial restructuring plan, PAT = profit after tax
 Source: Asian Development Bank staff estimate

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43.     TANTRANSCO will have to undertake short-term borrowings in FY2019 and
FY2020 to finance the cash deficit but these liabilities can be repaid over FY2022–2026 with
improved operating cash flows. The return on equity generated from the equity portion of capex
shall improve the net profit and internal cash generation position whereby the company can fund
equity portion of capex from FY2026 onwards. The State Government’s equity commitment shall
reduce to zero eventually and the company will be able to self-sustain its growth.

H.        Projected – Financial Performance
44.       The projected Financial performance of TANTRANSCO is given below:

Table 6: TANTRANSCO-Summarized Projected Financial Performance (2019–2025)
                              (₹Million)
 Item                          2019         2020          2021         2022         2023         2024          2025
 Profit and loss statement:
 Revenue                      32,060       35,537        42,311        45,960       49,575       53,187       55,943
 Operating cost               14,523       15,485        16,507        17,629       18,820       20,083       21,428
 EBITDA                       17,537       20,052        25,803        28,331       30,756       33,104       34,515
 Depreciation                  9,913       10,969        12,025        13,345       14,665       15,985       17,305
 EBIT                          7,624       9,083         13,778        14,986       16,090       17,119       17,210
 Interest Cost                12,517       15,389        16,476        15,618       13,956       12,733       11,858
 PBT                          (4,893)      (6,307)       (2,698)       (633)        2,134        4,385        5,352
 Tax                             -            -             -            -          (460)        (945)        (1,153)
 PAT                          4,893)       (6,307)       (2,698)       (633)        1,674        3,440        4,199

 Cash flow statement:
 Operating Cash flow            8,984      (80,158)       27,157        30,638       32,796       34,846       36,462
                                           (21,431)      (22,860)      (23,520)     (23,624)     (23,473)     (23,101)
 Investing Cash flow
                              (20,680)
                                            92,233        (3,031)       (2,635)      (2,778)      (2,794)      (2,872)
 Financing Cash flow
                              (14,929)
                                            (9,356)             127          448        639          858        1,049
 Cash Increase / Decrease
                              (26,625)
 Short term loan taken          25,399       9,356                 -            -            -            -             -
 ST Loan repaid                        -             -    (1,266)       (4,483)      (6,395)      (8,579)     (10,489)
 Closing Cash balance                  -             -             -            -            -            -             -

 Balance sheet:
 LIABILITIES
 Shareholders’ Funds           47,363      153,418       176,109       200,864      225,295      236,236      247,934
 Non-current liabilities      180,646      179,755       170,219       159,544      149,577      153,753      157,320
 Current liabilities           32,302       75,979        77,464        75,919       72,661       67,429       60,512
 Total liabilities            460,311      409,152       423,791       436,327      447,533      457,417      465,766
 ASSETS
 Non-Current assets           384,351      398,382       411,357       423,012      433,347      442,362      450,057
 Current Assets                75,960       10,770        12,434        13,315       14,187       15,056       15,709
 Total Assets                 460,311      409,152       423,791       436,327      447,533      457,417      465,766

45.    Revenue. In the year post FY2019, the revenue growth is expected to be higher in the
period upto FY2021 due to higher expected capitalization and subsequent allowance in tariff. It is

                                                          11
expected that the TANTRANSCO will file tariff petitions within stipulated time. Post FY2021, the
revenue is expected to increase at a year on year rate of 6-8%. There is no demand risk and
incase the projects are transmission projects commissioned as planned and capitalized, the
TNERC is expected to recognize the same and allow pass through in ARR. Considering that
TANTRANSCO has been suggested to file timely Petitions, the recovery of prudent costs will also
lead to a steady increase in revenues.

46.     Profit. With the implementation of FRP measures, TANTRANSCO is expected to turn
profitable in FY2023. From a loss of ₹46.6 billion in FY2018, a profit of ₹1.67 billion is expected
in FY2023. In case, the grant from GoTN is received and measures as highlighted in FRP are
implemented, profitability of TANTRASNCO will sustain over the longer term.

47.      Capital expenditure. During the last four-year period, annual capital expenditure
remained in the range of ₹30−35 billion, except for FY2015−2016, when the assets were revalued
to account for the impact of notification of the final transfer scheme. In the FRP scheme also and
as per discussion with GoTN, it has been suggested that the capital expenditure per year should
be maintained within a limit of ₹30-35 billion. Currently, for financial projections, yearly capex of
₹25 billion has been considered as a realistic estimate based on historical data.

48.     Government’s share capital. The GoTN will provide equity contribution for an amount
equal to 30% of the capital expenditure for all future projects of TANTRANSCO until the time
TANTRANSCO is able to finance its equity portion of capital expenditure using its internal cash
accruals. Considering that capex of ₹25 billion, GoTN contribution per year will be ₹7.5 billion. The
return on equity generated from the equity portion of capex shall improve the net profit and internal
cash generation position whereby the company can fund equity portion of capex from FY2026
onwards. The State Government’s equity commitment shall reduce to zero eventually and the
company will be able to self-sustain its growth.

Table 7: Contribution from GoTN towards Equity portion of TANTRANSCO’s CAPEX
                                    (₹Billion)
 Item                           2019     2020     2021      2022     2023      2024     2025
Equity for Capex                 7.5       7.5        7.5     7.5      7.5      7.5       7.5
Equity for settling
                                   -         -     15.3     15.3      15.3
unsustainable loans
Equity from TNEB to setup
                                        102.2
receivable- payables balance
Total equity                     7.5    109.7      22.8     22.8      22.8      7.5       7.5

I.      Projected Financial Ratio Analysis

49.    Various financial ratios were computed for TANTRANSCO based on projections for the
period FY2019 to FY2025. A brief discussion on key financial ratios is provided in the following
paragraphs. The computed ratios for TANTRANSCO are tabulated in Table 7.

50.     Liquidity ratios. The current ratio is improving from 0.55 to 0.85 between FY2010 to
FY2023 with the lowest value of 0.35 in FY2020. However, from FY2026 onwards, the current
ratio crosses the desired value of 1.0.

51.     Debt management ratios. TANTRANSCO’s debt-service coverage ratio improves
gradually over the years from 0.47 in FY2019 to 1.00 in FY2023 when it is expected to turn
profitable.

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52.     Profitability ratios. With time bound implementation of FRP and adherence to measures
as highlighted before, TANTRANSCO is expected to be profitable in FY2023. With 30% GoTN
equity contribution every year for capex, the debt equity ratio is expected to be less than unity.
With positive internal cash generation, the GoTN equity is expected to reduce from FY2026 and
the debt equity ratio is stabilized around 0.47 over the longer term.

J.      Annexure

              Appendix 1: Historical Financial Statements-TANTRANSCO
Profit and loss statement (2013-2018) (₹million)
 Item                                          2013       2014      2015      2016      2017       2018
 Revenues
 Revenue from transmission of electricity    23,811     27,650    17,761    23,052    22,884     25,396
 Other income                                   339      1,122     1,602     2,018     2,897      2,422
 Total Operating Revenues                    24,150     28,771    19,362    25,071    25,781     27,818

 Operating Expenses
 Repairs & maintenance expenses                  75         126       110       135       151        118
 Employee expenses                            5,799       7,000     8,301     9,650   10,838     12,061
 A&G expenses                                   233       1,248     1,530     2,512     2,497      2,732
 Less: expenses capitalised                   (881)     (1,200)   (1,377)   (1,530)   (1,326)    (1,307)
 Total operating expenses                     5,226       7,173     8,564   10,767    12,159     13,604

 EBITDA
 (Earnings before interest, tax,             18,923     21,598    10,799    14,304    13,621     14,214
 depreciation and amortization)
 EBITDA %                                      78%        75%       56%       57%       53%        51%
 Depreciation and amortisation                2,995      3,123     5,680     4,876     5,908      7,523
 EBIT (Earnings before interest and tax)     15,928     18,474     5,119     9,427     7,714      6,691

 Financial Expenses:
 Gross Interest expenses                     13,299       7,239     9,274   13,793    13,104     15,657
 Less: Interest capitalised                  (2,717)    (2,239)   (2,914)   (3,195)   (2,802)    (3,486)
 Total financial expenses                    10,582       5,000     6,360   10,598    10,302     12,171
 Other expenses/extra-ordinary items
 Extra-ordinary items                             -          -          -         -         7          8
 Other debits                                    63          0          -         5        13     41,742
 Net prior period charges/credits             2,920        394      (112)     1,458       141      (568)
 Forex currency gains/(losses)                    -          -          -         -         -          -
  Total other expenses                        2,982        394      (112)     1,463       161     41,182
 Profit/ (Loss) Before Tax                    2,365     13,080    (1,129)   (2,634)   (2,749)   (46,661)
 Current and deferred tax                         -          -          -         -         -          -

 Net Profit/(Loss) after tax                  2,365     13,080    (1,129)   (2,634)   (2,749)   (46,661)
 Transfer to Balance Sheet                    2,365     13,080    (1,129)   (2,634)   (2,749)   (46,661)

Source: TANTRANSCO

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Cash flow statement (2013-2018) (₹million)
 Item                                                       2013       2014       2015        2016       2017       2018
 A. Cash Flow from Operating Activities
 Net profit/loss before tax and extraordinary items         2,365    13,080     (1,129)     (2,634)    (2,749)   (46,661)
 Adjustment for:
 Depreciation                                               2,995     3,125      5,680       3,717      5,911      7,547
 Interest income                                                -          -          -           -        (0)        (3)
 Interest paid                                             13,299     7,239      9,274      13,793     10,302     12,171
 F/x gain/Loss                                                  -          -          -           -          -     (377)
 Operating profit before working capital changes           18,658    23,444     13,825      14,877     13,464    (27,322)
 Adjustments for changes in:
 Trades & other receivables                            (46,080)     (50,848)   (60,382)    (65,085)   (40,015)   (11,474)
 Stocks/Inventories                                         (769)        26        112       2,179        823      (846)
 Short term loans and advances                                  -          -          -           -       (44)         3
 Other current assets                                           -          -          -           -       (12)       (13)
 Long term loans and advances                                   -          -          -           -     1,648      (152)
 Other long-term liabilities                                    -          -          -           -     2,486      2,870
 Trade Payables                                                 -          -          -           -    45,683     44,154
 Other current liabilities                                 65,617    48,672     63,852     109,057      4,541      4,290
 Short term provisions                                          -          -          -           -       119        579
 Income tax                                                     -          -          -           -          -          -
 Net cash flow from operating activities                   37,426    21,295     17,407      61,028     28,693     12,089
 B. Cash Flow from Investment Activities
 Investments in fixed assets                           (11,369)     (30,482)   (31,748)   (142,184)   (36,197)   (29,175)
 Interest income                                                -          -          -           -         0          3
 Proceeds from Sale of Assets                                 13         20          6     (15,917)          -          -
 Net cash used in investment activities                (11,356)     (30,461)   (31,742)   (158,101)   (36,197)   (29,172)
 C. Cash Flow from Financing Activities
 Share capital                                              5,069     1,690      8,711      11,044           -          -
 Reserve fund                                                869      4,176      1,950     107,430           -          -
 Changes in borrowings                                 (18,748)      10,437     13,483      (8,011)    18,134     28,583
 Interest paid                                         (13,299)      (7,239)    (9,274)    (13,793)   (10,302)   (12,171)
 Short-term borrowings                                          -          -          -           -          -     1,121
 Net cash used in financing activities                 (26,109)       9,063     14,870      96,670      7,832     17,533
 Cash opening balance                                        465        425        322          857       449        776
 Cash increase /(decrease) for the year                      (39)     (103)        535        (403)       327        450
 Cash closing balance                                        425        322        857          453       776      1,226

Source: TANTRANSCO

                                                      14
Balance sheet (2013-2018) (₹million)
 Item                                     2013        2014       2015        2016       2017       2018
 ASSETS
 Current Assets
 Cash & cash equivalents                     425          322        857         453        776      1,226
 Stocks                                    4,444        4,418      4,306       2,127      1,304      2,150
 Receivables against supply of power      52,078      67,410     81,146      97,366       1,864      2,662
 Short-term loans and loan advances          102          106        140         316        365        363
 Sundry receivables                       44,013      83,083    130,024     178,867    203,949     66,025
 Other current assets                          -            -          -           -          -         34
 Inter-unit balance                        1,023      (2,535)    (2,865)     (3,018)    (6,458)    (5,806)
 Total Current Assets                    102,085     152,803    213,608     276,111    201,801     66,654

 Non-current Assets
 Gross Fixed Assets                      128,953    142,272     176,436     305,441    338,954    370,589
 Less: Accumulated Depreciation          (41,028)   (44,140)    (49,804)    (37,580)   (49,556)   (63,166)
 Net fixed assets                          87,925     98,131    126,632     267,861    289,398    307,423
 Capital expenditure in progress           34,157     51,287      48,848      62,003     64,085     61,536
 Long-term loans and advances                   -          -            -          -          -        305
 Total Non-Current Assets                122,082    149,419     175,480     329,864    353,483    369,264
 Rounding-off difference                     0.10       0.00       (0.09)       0.00       0.00       0.00

 Total Assets                            224,167     302,222    389,088     605,975    555,284    435,919

 LIABILITIES
 Current Liabilities
 Short term borrowings                     6,274       6,274      6,274           -          -      1,121
 Other creditors/Trade payables                 -          -          -           -          -    175,174
 Short term provisions                        (0)          -          -           -          -      1,589
 Payment due on capital liabilities          906         499        262       5,641         94        206
 Current portion- long-term borrowings          -          -          -           -     17,308     17,585
 Other current liabilities               139,952     188,624    252,476     361,534    296,569     26,392
 Total Current Liabilities               147,132     195,397    259,013     367,175    313,971    222,067

 Non-Current Liabilities
 Loan from GoTN (JICA/KfW)                     -           -          -       7,826          -          -
 FERV -Loan from GoTN (JICA/KfW)               -           -          -         673          -          -
 Long-term borrowings                     82,537      93,381    107,101      99,985    115,674    144,257
 Contributions, grants and subsidies         477         658        810      14,172     14,867     24,838
 Total Non-Current Liabilities            83,014      94,039    107,911     122,656    130,541    169,095

 Equity
 Equity share capital (Government)         28,409     30,099      38,810     41,355     41,355      47,414
 Reserves and reserve funds                 3,566      7,561       9,359     15,903     19,353           -
 Surplus                                 (37,954)   (24,874)    (26,003)     11,681      8,932    (37,730)
 Revaluation reserve                            -          -           -     47,204     41,132      35,072
 Total Equity                             (5,979)     12,786      22,165    116,144    110,772      44,757

 Total Liabilities and Equity            224,167     302,222    389,088     605,975    555,284    435,919

Source: TANTRANSCO

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