BOARDS REPORT

DEAR MEMBERS,

Your Directors are pleased to present the 103rd Annual Report together with the Audited Financial Statements of your
Company for the financial year ended 31st March, 2023.

FINANCIAL PERFORMANCE

The key highlights of the standalone and consolidated financial performance of your Company is summarised below:

REVIEW OF OPERATIONS AND STATE OF THE
COMPANY'S AFFAIRS

Your Company is one of the leading integrated power
utilities in India that started its journey in the year 1919.
Your Company has a Distribution License spread across
798 sq. kms. in the Asansol - Raniganj area of West Bengal.
Your Company maintains one of the lowest transmission
and distribution losses in the country which is around 3%.
Over the years, your Company has ventured into generation
of electricity and has a total generation capacity of 38.8 MW
comprising of 12 MW thermal power plant in Asansol, West
Bengal, 24.8 MW of wind asset in Gujarat and 2 MW solar
asset in West Bengal.

The total income (including Regulatory income/expense)
was recorded at ' 69,588.25 lakhs for the financial year
ended 31st March, 2023, in comparison to the previous year
figure of ' 63,420.69 lakhs. Your Company supplied 910.96
MU of power in its license area and 45.80 Mu of wind power
during the financial year ended 31st March, 2023. The Profit
after Tax for the financial year ended 31st March, 2023 was
recorded at ' 1,360.65 lakhs as compared to previous year's
figure of ' 1,614.62 lakhs.

Your Company's wholly-owned subsidiary, MP Smart Grid
Private Limited, has been engaged in executing a first of its
kind public private partnership awarded by Madhya Pradesh
Paschim Kshetra Vidyut Vitaran Company Limited, Indore
that involves installation of 3,50,000 smart meters across
five towns in Madhya Pradesh.

Detailed information on your Company's operations, state
of its affairs and outlook, are elaborated in the Management
Discussion and Analysis Report as stipulated under
Regulation 34(2) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ("Listing Regulations")
which is attached to this Report as Annexure I.

There is no material change and commitment affecting the
financial position of your Company which has occurred after
the end of the financial year till the date of this Report, other
than those stated in this Report.

DIVIDEND

The Board of Directors have recommended a dividend of
5 (five) percent (' 0.05 per equity share of ' 1 each) for the
financial year ended 31st March, 2023, subject to approval
of the Members at the ensuing 103rd Annual General
Meeting. The dividend payout is in accordance with your
Company's Dividend Distribution Policy formulated in
terms of Regulation 43A of the Listing Regulations, which
is available on your Company's website at the link https://
www.indiapower.com/wp-content/uploads/2020/09/
Dividend-Distribution-Policy.pdf.

RESERVES

The amount carried to the reserves and surplus for the
financial year 2022-23 are given in the Standalone Financial
Statements of your Company for the financial year ended
31st March, 2023.

DEPOSITS

Your Company has not accepted any deposits within the
ambit of Section 73 of the Companies Act, 2013 ("Act") and
the Companies (Acceptance of Deposits) Rules, 2014 during
the year under review.

SHARE CAPITAL

In terms of the Scheme of Arrangement and Amalgamation
of India Power Corporation Limited ("erstwhile IPCL") (CIN:
U40101WB2003PLC097340) into and with DPSC Limited
(now known as India Power Corporation Limited) (CIN:
L40105WB1919PLC003263) sanctioned by the Hon'ble
High Court at Calcutta vide its order dated 17th April,
2013 ("Scheme"), the Shareholders of erstwhile IPCL are
entitled to be allotted 11 equity shares of ' 1 each of your
Company for every 100 equity shares of erstwhile IPCL held
by them totaling to allotment of 112,02,75,823 equity shares
of ' 1 each ("consideration shares"). The existing holding
of erstwhile IPCL in your Company i.e. 51,61,32,374 equity
shares shall stand cancelled pursuant to the aforesaid
Scheme and accordingly the paid-up equity share capital of
your Company upon allotment of the consideration shares
and cancellation as envisaged above will be increased from
' 97,37,89,640 to ' 157,79,33,089 comprising 157,79,33,089
equity shares of ' 1 each. Cancellation and allotment of the
aforesaid shares has not been given effect due to certain
pending clearance(s)/approval(s) from the Stock Exchanges.

SUBSIDIARIES AND ASSOCIATES

During the year under review, India Power Corporation
(Bodhgaya) Limited which was undergoing Corporate
Insolvency Resolution Process under The Insolvency and
Bankruptcy Code, 2016 ("IBC") ceased to be subsidiary of
your Company with effect from 18th July, 2022 pursuant to
the order of the National Company Law Tribunal ("NCLT"),
Kolkata dated 18th July, 2022.Your Company incorporated
a wholly-owned subsidiary company MP Smart Metering
Private Limited on 25th April, 2023.

In line with Section 129(3) of the Act read with the Companies
(Accounts) Rules, 2014, Listing Regulations and in
accordance with Indian Accounting Standards, Consolidated
Financial Statements prepared by your Company includes
financial information of the subsidiary and associate
companies and their contribution to the overall performance
of your Company during the year under review.

Pursuant to the provisions of Section 129(3) of the Act read
with Rule 5 of the Companies (Accounts) Rules, 2014, the
Statement in Form AOC-1 containing the salient features of
the Financial Statements of your Company's subsidiaries
and associate forms part of the Consolidated Financial
Statements of your Company which is in addition to this
Report. Further, in terms of Section 134(3) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, the
report on the highlights of the performance of the subsidiary
and associate companies also forms part of Form AOC-1.

Pursuant to the provisions of Section 136 of the Act, copies
of the Annual Accounts in respect of each of the subsidiaries
would be available on your Company's website www.
indiapower.com and copy of such audited accounts will be
provided to the Members at their request.

BOARD OF DIRECTORS

• Appointment

The Board of Directors ("Board") of your Company at
their meeting held on 25th May, 2023, based on the
recommendation of the Nomination and Remuneration
Committee approved the appointment of Mr. Debashis
Bose (DIN: 06684439) as an Additional Director of your
Company with effect from 1st July, 2023 to hold office up
to the date of the ensuing Annual General Meeting. The
Board had also appointed him as an Executive Director
for a term of 3 (three) years with effect from 1st July,
2023 till 30th June, 2026 subject to the approval of the
Members at the ensuing Annual General Meeting whose
period of office shall be liable to retire by rotation. The
Board had also approved the terms and conditions of the
appointment including remuneration.

The Board of Directors of your Company recommends
the above appointment. Appropriate resolution for his
appointment shall be included in the Notice convening
the ensuing Annual General Meeting for seeking
approval of the Members.

• Director retiring by rotation

In accordance with the provisions of Section 152 of
the Act read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles
of Association of your Company, Mr. Jyoti Kumar
Poddar (DIN: 00690650), Non-Executive Director of
your Company, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself
for re-appointment. The Board of Directors of your
Company recommends the above re-appointment.

• Cessation

Mr. Nand Gopal Khaitan (DIN: 00020588), Independent
Director resigned from the Board of your Company
with effect from 24th April, 2023 due to professional
opportunities. He has confirmed that there is no other
material reason for his resignation other than as
provided. The Board of your Company has placed on
records its sincere appreciation for the guidance and
support rendered by Mr. Nand Gopal Khaitan during his
association with your Company.

• Performance Evaluation

Pursuant to the provisions of Section 134 read with
Code of Independent Directors (Schedule IV to the Act)
and Section 178 of the Act and the Listing Regulations,
the Board carried out the annual evaluation of
the performance of the Board, the working of the
Committees of the Board and Individual Directors for

the financial year 2022-23. The Board of your Company
evaluated the same after seeking inputs from all the
Directors and expressed their satisfaction with the
overall evaluation process.

Further, in the separate meeting of Independent
Directors of your Company held during the year under
review, performance of non-Independent Directors,
performance of the Board and the performance of
the Chairman was evaluated and the quality, quantity
and timeliness of flow of information between your
Company's Management and the Board was assessed.

• Declaration by Directors

As per the declarations received by your Company,
none of the Directors on the Board of your Company
are disqualified to be appointed as a Director of your
Company under the applicable provisions of the Act
and/or the Listing Regulations.

• Independent Directors

The Board of your Company have taken on record the
declarations received from each of the Independent
Directors confirming that they continue to meet the
criteria of independence prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and that they are not aware of
any circumstances or situation, which exist or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
of independent judgement and without any external
influence, after undertaking due assessment of
veracity of the same.

The Independent Directors of your Company have
taken requisite steps towards inclusion of their name in
the Databank of the Independent Directors maintained
with the Indian Institute of Corporate Affairs, in
terms of Section 150 of the Act read with Rule 6(4)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

The terms and conditions of appointment of
Independent Directors are available on your Company's
website at the link https://www.indiapower.com/
wp-content/uploads/2020/09/Terms-Conditions-of-
Appointment-of-ID.pdf.

KEY MANAGERIAL PERSONNEL

In terms of Sections 2(51) and 203 of the Act, the following

were the Key Managerial Personnel of your Company as on

31st March, 2023:

i) Mr. Raghav Raj Kanoria, Managing Director

ii) Mr. Somesh Dasgupta, Whole-time Director

iii) Mr. Amit Poddar, Chief Financial Officer

iv) Mr. Prashant Kapoor, Company Secretary

COMMITTEES OF THE BOARD

Your Company has 6 (six) Board level Committees viz. Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social
Responsibility Committee, Risk Management Committee
and Committee of Directors set up under the formal
approval of the Board to carry out clearly defined roles
and responsibilities. Details of the composition, terms of
reference, number of meetings held during the financial year,
attendance of Members etc. is provided in the Corporate
Governance Report annexed hereto and forming part of this
Report.

All observations, recommendations and decision of the
above Committees are placed before the Board of your
Company for their consideration. During the year under
review, there has been no instance where the Board has not
accepted the recommendations of the Committees.

BOARD AND COMMITTEE MEETINGS

During the financial year 2022-23, 4 (four) meetings of the
Board of your Company were convened and held on 27th
May, 2022, 9th August, 2022, 11th November, 2022 and 10th
February, 2023.

Additionally, several Committee meetings were also held
during the year under review. Detailed information of
particulars of meetings held during the financial year 2022¬
23 and the attendance of the Directors at such meetings
are given in the Report on Corporate Governance annexed
hereto and forming part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Sections 134(3)(c) and 134(5) of the Act, your
Directors to the best of their knowledge and ability and
according to the information and explanations obtained by
them, state and confirm that:

a) in the preparation of the Annual Accounts for the
financial year ended 31st March, 2023, the applicable
Accounting Standards have been followed, along with
proper explanation relating to material departures;

b) they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your
Company as at 31st March, 2023 and of the profit of
your Company for the year ended on that date;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a going
concern basis;

e) they have laid down internal financial controls to be
followed by your Company and that such internal
financial controls are adequate and are operating
effectively; and

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.

POLICIES AND PROCEDURES

Policies and Procedures are an essential component of
your Company's Corporate Governance framework which
outlines the organisational and operational structure. In line
with this approach and in terms of the provisions of the Act
and Listing Regulations, your Company has framed various
Policies and Procedures duly approved and adopted by the
Board. Your Company reviews its Policies and Procedures in
view of the changing business environment and regulatory
frameworks.

• Nomination & Remuneration Policy

In terms of Section 178(3) of the Act and Regulation 19
of the Listing Regulations, your Company has in place a
Nomination & Remuneration Policy which broadly lays
down the guiding principles, procedures and basis for
selection and appointment of Directors, Key Managerial
Personnel and Senior Management Personnel,
including criteria for determining qualification, positive
attributes, independence of a Director and payment of
Remuneration to Directors, Key Managerial Personnel,
Senior Management Personnel and other Employees.

During the year under review, the Board of your
Company based on the recommendation of the
Nomination and Remuneration Committee, approved
and adopted a revised Nomination & Remuneration
Policy to align it with the amendment in the provision of
the Listing Regulations. The Policy is available on your
Company's website at the link https://www.indiapower.
com/wp-content/uploads/2023/02/Nomination-and-
Remuneration-Policy.pdf.

• Corporate Social Responsibility

Your Company believes in a holistic approach when
it comes to perceiving the society at a large. Your
Company understands its social responsibility and
hence has been at the epitome of being a socially
responsible organisation. Your Company strives to
create a value-based and empowered society through
continuous and purposeful engagement with the local
communities.

In line with your Company's Corporate Social
Responsibility ("CSR") Policy and strategy, this year
your Company focused primarily on certain sections
such as skill development, rural and infrastructural
development, relief and care, education, sports,
healthcare, women empowerment, environment,
promotion of cultural heritage.

The details of the CSR initiatives and projects undertaken
by your Company during the financial year 2022-23 are

outlined in the Annual Report on CSR activities which
is attached to this Report as Annexure II.

Your Company undertakes CSR activities in accordance
with the CSR Policy. The Policy is available on your
Company's website at the link https://www.indiapower.
com/wp-content/uploads/2021/06/Corporate-Social-
Responsibility-Policy. pdf.

• Risk Management

Your Company has adopted a Risk Management Policy
aimed to ensure resilience for sustainable growth and
sound corporate governance by having a process of
risk identification and management in compliance with
the provisions of the Act and the Listing Regulations.
Your Company recognises that the emerging and
identified risks need to be managed and mitigated to
create sustainable value for all its stakeholders and
achieve business objectives.

Pursuant to the requirement of Regulation 21 of the
Listing Regulations, your Company has constituted
a Risk Management Committee to oversee the Risk
Management process of your Company. The Risk
Management Committee biannually reviews the major
risks identified and finalises related mitigation plans.

Internal Financial Control is an integral part of the
Risk Management process and the Board is of the
opinion that it has been working effectively. In view
of its importance, your Company makes efforts on
an ongoing basis to strengthen the Internal Financial
Control system.

The details of the key risks identified and the response
strategies adopted to mitigate the same are explained
in the Management Discussion and Analysis Report
annexed hereto and forming part of this Report.

• Internal Control Systems and their Adequacy

The details with respect to Internal Control Systems
and their adequacy are provided in the Management
Discussion and Analysis Report, which forms part of
this Report.

• Vigil Mechanism for Directors and Employees

Your Company promotes ethical behaviour in all its
business activities and has put in place a mechanism
for reporting illegal or unethical behaviour. The Board
of your Company has in terms of Section 177(9) of
the Act and Regulation 22 of the Listing Regulations,
framed and adopted a Vigil Mechanism / Whistle
Blower Policy with an aim to provide a mechanism,
inter alia, enabling Stakeholders including Directors
and Employees to freely communicate their concerns
about suspected unethical behaviour, improper / illegal
practices, leakage of Unpublished Price Sensitive
Information and wrongful conduct taking place in your
Company and also to provide adequate safeguard
against victimisation of Directors and Employees who
avail the mechanism.

The Whistle Blower Policy / Vigil Mechanism specify
the procedure and reporting authority for reporting
such unethical behaviour or improper activity with
provisions for direct access to the Chairman of the
Audit Committee for redressal. The Policy also provides
for a detailed complaint and investigation process. The
functioning of the Vigil Mechanism / Whistle Blower
Policy is reviewed by the Audit Committee.

Your Company hereby affirms that no complaint under
the Policy was received during the year under review
and that no person was denied access to the Chairman
of the Audit Committee. The Vigil Mechanism /
Whistle Blower Policy is available on your Company's
website at the link https://www.indiapower.com/wp-
content/uploads/2020/09/WHISTLE-BLOWER-VIGIL-
MECHANISM.pdf.

• Prevention, Prohibition and Redressal of Sexual
Harassment of Women at the Workplace

Your Company has zero tolerance towards sexual
harassment at workplace and remains committed to
provide and promote a healthy culture and congenial
working environment for all its Employees that enables
Employees to work without fear of prejudice, gender
bias and sexual harassment. As an organisation, your
Company is committed to ensure that every Employee
is treated with dignity and respect.

Your Company in order to foster a positive workplace
environment, free from harassment of any nature and
in terms of the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, has
enacted a Policy on Prevention of Sexual Harassment and
constituted Internal Complaints Committee to redress
complaints, if any, received regarding sexual harassment.
During the year under review, no complaint pertaining to
sexual harassment was received by your Company.

AUDITORS AND AUDITOR'S REPORT

• Statutory Auditors

Pursuant to Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, M/s. S
S Kothari Mehta & Co., Chartered Accountants (Firm
Registration No. 000756N) were appointed as the
Statutory Auditors of your Company at the 102nd
Annual General Meeting to hold office for a period of
5 (five) consecutive years, from the conclusion of the
102nd Annual General Meeting till the conclusion of
the 107th Annual General Meeting of your Company
to be held in the year 2027. In accordance with the
Companies (Amendment) Act, 2017 enforced on 7th
May, 2018 by the Ministry of Corporate Affairs, the
appointment of Statutory Auditors is not required to
be ratified at every Annual General Meeting.

The Reports given by the Auditors on the Standalone and
Consolidated Financial Statements of your Company
for the year ended 31st March, 2023 forms part of the
Annual Report. The Auditors’ Report on the Standalone

and Consolidated Financial Statements of your
Company for the year ended 31st March, 2023 contains
a qualification with respect to the valuation of beneficial
interest in Power Trust amounting to ' 26,092.09 lakhs
being derived on the basis of a valuation report. As the
major underlying asset of Power Trust is subject to a
case filed with NCLT under IBC which is pending as on
date, the appropriateness of the carrying amount of the
beneficial interest is dependent on the assumptions
regarding the outcome of the case and hence may
change significantly and its impact on the Financial
Statement cannot be ascertained. Your Company has
receivable of ' 19,970 lakhs from Power Trust for sale of
Compulsorily Convertible Preference Shares and Fully
and Compulsorily Convertible Debentures of Hiranmaye
Energy Limited in previous years which being unsecured
and recovery of the same being dependent on the
outcome of the case as referred above, the impact on
the Financial Statement cannot be quantified. Valuation
of beneficial interest in Power Trust has been carried
out by an independent registered valuer. Any change
in value of beneficial interest in Power Trust will be
accounted for on outcome of the case pending with
NCLT. Presently the matter is sub-judice.

It further contains a qualification with respect to an
application before NCLT under Section 7 read with
Section 60(2) of IBC filed by the lenders of Meenakshi
Energy Limited ("MEL") for invocation of Corporate
Guarantee given by your Company. State Bank of India
has filed an application before NCLT against your
Company, in its capacity as Corporate Guarantor of
MEL. The issue whether there exist a debt due to the
lenders of MEL is presently sub-judice and also on the
validity of Corporate Guarantee in as much as West
Bengal Electricity Regulatory Commission ("WBERC"),
the Regulator has not approved it. Presently the matter
is sub-judice.

It further contains a qualification with respect to
unsecured loans including interest accrued thereon
of ' 3,753.24 lakhs recoverable from MEL. Pursuant to
initiation of Corporate Insolvency Resolution Process
("CIRP") in respect of MEL, MEL ceased to be subsidiary
of your Company as per Indian Accounting Standard. Fair
value of investments in MEL are adjusted through other
comprehensive income. Based on the developments in
CIRP of MEL, your Company has recognised fair value
loss of ' 9,472.12 lakhs through other comprehensive
income during the year. Your Company has an admitted
claim by the Committee of Creditors of MEL, which is
higher than the carrying amount as given above and
your Company is hopeful of recovering the same.

It further contains a qualification with respect to one of
the power suppliers who has adjusted the dues related
to your Company amounting to ' 8,717.06 lakhs from
another Body Corporate. Your Company has disputed
the same and is taking necessary steps to address
the matter and is pursuing the same with the power
supplier. Till the matter is resolved, your Company is

continuing to show the balances outstanding of the
said power supplier as trade payables.

The Statutory Auditors of your Company have not
reported any incident of fraud to the Audit Committee
of your Company during the year under review in terms
of provisions of Section 143(12) of the Act.

• Cost Auditors

Pursuant to Section 148(2) of the Act read with the
Companies (Cost Records and Audit) Rules, 2014,
your Company is required to maintain cost records
and get its cost records audited by a Cost Accountant
and accordingly such accounts and records are
maintained by your Company. The Board of Directors
of your Company at its meeting held on 25th May, 2023
based on the recommendation of the Audit Committee,
approved the re-appointment of M/s. Mani & Co., Cost
Accountants (Firm Registration No. 000004) as the
Cost Auditors to conduct the audit of the cost records
of your Company for the financial year ended 31st
March, 2024.

The remuneration payable to the Cost Auditors is
subject to ratification of the Members at the ensuing
Annual General Meeting. Accordingly, appropriate
resolution for ratification of the remuneration payable
to M/s. Mani & Co., Cost Accountants to conduct the
audit of cost records of your Company for the financial
year ended 31st March, 2024 shall be included in the
Notice convening the ensuing Annual General Meeting
for seeking approval of the Members.

• Internal Auditors

Saraf & Chandra LLP have been appointed as the
Internal Auditors of your Company for the financial year
ended 31st March, 2024 pursuant to Section 138(1) of
the Act to conduct the internal audit of the functions
and activities of your Company. The Internal Auditors
report to the Audit Committee. The Internal Audit
Report is placed at the meetings of Audit Committee
for their review.

• Secretarial Auditors

Pursuant to Section 204 of the Act read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 framed thereunder
and Regulation 24A of the Listing Regulations, M/s. MR
& Associates, Practising Company Secretaries have
been appointed to conduct the secretarial audit of your
Company for the financial year ended 31st March, 2023.
The Secretarial Audit Report is attached to this Report
as Annexure III.

The Secretarial Auditors have made an observation
in the Secretarial Audit Report with respect to the
pending WBERC matter. WBERC vide its order dated
7th July, 2014 in its suo-moto proceedings against
your Company in respect of the Scheme has held that

the said arrangement needs prior approval of WBERC
under Section 17(4) of the Electricity Act, 2003 and in
absence of such prior approval, WBERC has held the
Scheme as void as a licensee. The said order was
challenged by your Company before the Hon'ble High
Court at Calcutta and the single member bench of
Hon'ble High Court at Calcutta quashed the said order
dated 7th July, 2014 by allowing the Writ Application.
WBERC has preferred an appeal against the order of
the single member bench before the division bench of
the Hon'ble High Court at Calcutta. The disposal of the
matter is presently pending.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V to the
Listing Regulations, the Report on Corporate Governance is
attached to this Report as Annexure IV and the Certificate
from M/s. S S Kothari Mehta & Co., the Statutory Auditors of
your Company conforming compliance of the conditions of
Corporate Governance forms part of the said Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

The Board of Directors of your Company has adopted a
Related Party Transactions Policy to ensure proper approval,
reporting and disclosure processes are in place for all
transactions between your Company and Related Parties.
The Related Party Transactions Policy is available on your
Company's website at the link https://www.indiapower.
com/wp-content/uploads/2022/04/IPCL-RELATED-PARTY-
TRANSACTION-POLICY-11-02-2022.pdf.

All Related Party Transactions entered into by your Company
during the financial year 2022-23 were in the ordinary course
of business and on an arm's length basis and in accordance
with the provisions of the Act, the Listing Regulations and
the Related Party Transactions Policy of your Company. No
material Related Party Transaction arising from contract
/ arrangement / transaction under the purview of Section
188(1) of the Act was entered into with Related Parties
during the financial year 2022-23, the disclosure of Related
Party Transactions in terms of Section 134(3)(h) of the Act in
Form AOC-2 is not applicable to your Company. The details
of Related Party Transactions entered by your Company
with Related Parties during the financial year 2022-23 are
set out in the Notes to the Financial Statements for the year
ended 31st March, 2023.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Your Company, being engaged in the business of providing
infrastructure facilities, the loans made, guarantees given
or security provided and the investments / acquisitions
made by your Company by way of subscription, purchase
or otherwise in the securities of any other body corporate
are exempt from the applicability of provisions of Section
186 of the Act.

PARTICULARS REGARDING CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The statement containing the information relating to
conservation of energy, technology absorption, foreign
exchange earnings and outgo in accordance with Section
134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is attached to this Report as
Annexure V.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS / COURTS /
TRIBUNALS

There has been no significant and material order passed
by the Regulators / Courts / Tribunals impacting the going
concern status of your Company and its future operations.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The statements containing the information to be disclosed
in terms of Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are attached to this Report as
Annexure VI and Annexure VII.

COMPLIANCES WITH APPLICABLE SECRETARIAL
STANDARDS

Your Directors confirm that the provisions of the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India have been duly complied with.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Business Responsibility and Sustainability Report for the
financial year ended 31 st March, 2023 in terms of Regulation
34(2)(f) of the Listing Regulations is attached to this Report
as Annexure VIII.

ANNUAL RETURN

In terms of the provisions of Sections 92(3) and 134(3) of
the Act, the draft of the Annual Return for the financial year
ended 31st March, 2023 is available on your Company's
website and can be accessed at the link https://www.
indiapower.com/wp-content/uploads/2023/07/DRAFT-
ANNUAL-RETURN-2023.pdf.

OTHER DISCLOSURES / REPORTING

No disclosure or reporting is required in respect of the
following items as there were no transactions done on these
items during the year under review:

• There was no issue of equity shares with differential
rights as to dividend, voting or otherwise.

• There was no issue of sweat equity shares.

• Your Company does not have any scheme of provision
of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.

• There was no receipt of any remuneration or commission
by the Executive Directors of your Company from any
of its subsidiaries.

• There was no revision in the Financial Statements or
the Report of the Board of your Company.

• There was no change in the nature of business.

During the financial year 2021-22, State Bank of India
has filed an application before NCLT, Hyderabad against
your Company (in its capacity as a Corporate Guarantor
of MEL) under Section 7 read with Section 60(2) of IBC.
The issue whether there exist a debt due to the lenders of
MEL is presently sub-judice and hence the liability of your
Company, if any in its capacity as a Corporate Guarantor is
not crystallised. During the financial year 2020-21, Gupta
Power Private Limited, an operational creditor filed an
application under Section 9 of IBC before NCLT, Kolkata.
The matter is reserved for order.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful
appreciation for the co-operation and assistance extended
to your Company by the Ministry of Power, WBERC, Central
Electricity Regulatory Commission, various Ministries of
the Central and State Governments particularly the Power
Departments, State Discoms, Central and State Transmission
Companies, West Bengal Green Energy Development
Corporation Limited, Damodar Valley Corporation, Power
Exchanges, Department of Public Enterprises, Securities
and Exchange Board of India, Stock Exchanges, Ministry
of Corporate Affairs and other concerned Government
departments / agencies.

The Board of Directors of your Company also conveys its
gratitude to the valuable Stakeholders of your Company viz
the Shareholders, Bankers, Contractors, Suppliers and other
business associates for their continued trust and excellent
support and the Consumers for their unwavering patronage.
The Directors also places on record their appreciation for the
unstinted efforts and contributions made by the Employees
of your Company.

For and on behalf of the Board of Directors

Raghav Raj Kanoria Somesh Dasgupta

Place: Kolkata Managing Director Whole-time Director

Date: 25th May, 2023 DIN: 07296482 DIN: 01298835