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You can view full text of the latest Director's Report for the company.

BSE: 533122ISIN: INE399K01017INDUSTRY: Power - Generation/Distribution

BSE   ` 2.80   Open: 2.84   Today's Range 2.76
2.87
-0.05 ( -1.79 %) Prev Close: 2.85 52 Week Range 2.50
5.79
Year End :2018-03 

Dear Shareholders,

The Directors have pleasure in presenting to you their Eleventh Annual Report and the Audited Statement of Accounts of the Company for financial year ended March 31, 2018.

FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars

Standalone

31 March 2018

31 March 2017

Revenue from operations

201,538.21

133,450.34

Profit from operations before other income and finance cost

36,105.55

52,734.70

Other income

22,411.10

16,921.63

Finance costs

99,663.27

101,708.40

Loss before tax

(41,146.62)

(32,052.07)

Tax expense

691.06

-

Loss for the year

(41,837.68)

(32,052.07)

Other comprehensive income

23.68

(19.18)

Total comprehensive income for the year

(41,814.00)

(32,071.25)

Paid up equity share capital (Face Value of Rs. 10 each)

295,293.34

295,293.34

Other equity

165,444.34

200,502.63

Earnings per equity share (in ‘)

(1.42)

(1.09)

Further, the details of performance of subsidiaries are getting reflected in the consolidated financial statement, which forms a part of the Annual Report.

TRANSFER TO RESERVES

In view of the accumulated losses, no transfer to reserves has been made.

BUSINESS REVIEW

Your company has a well formulated strategy to tackle the challenges that the sector is facing today. We are comfortable with land, fuel linkage, water, financial closure etc. and are on course to building a leadership position in the Sector. The operations have also been stabilized and we are continuously working on increasing the efficiency of our power plant with the aim of bringing down the cost of production of electricity.

Your company has commissioned Phase-I of Nasik as well as Amravati thermal power plants. Phase-I of Nashik Thermal Power Plant (Nashik TPP) was completed in June-2017 and all 5 units, each having a generation capacity of 270 MW, are commissioned now. Currently work is going on swiftly on construction of an in-plant railway siding for Nashik TPP. All statutory approvals are already in place and the plant has a fuel supply agreement in place. Your company has a 22 mtpa coal linkage for its existing capacity of 5,400 MW (Amravati 1,350 MW Phase 1 1,350 MW Phase 2 and Nashik 1,350 MW Phase 1 1,350 MW Phase 2); having the largest quantum of Coal Linkage amongst IPPs which is extremely valuable as new linkages are available only through auction under SHAKTI (Scheme for Harnessing and Allocating Koyala (Coal) Transparently in India) announced on 17th May 2017 under which the coal costs are expected to be much higher than coal costs under the earlier linkage regime.

With 2,700 MW commissioned capacity (Amravati and Nashik Phase 1 each of 1,350 MW), the Company is amongst top 10 IPP generators in the Country. You would be happy to note that the Amravati power plant has a PPA with Maharashtra State Electricity Distribution Company Ltd (MSEDCL). All the five units of Amravati TPP are available for supplying power. Although Amravati TPP was available to supply power, MSEDCL did not off-take the entire capacity due to lower demand in Maharashtra, and paid capacity charges in line with the power purchase agreement provisions. We are also making efforts to decrease the interest cost of Amravati TPP. In spite of the plant being fully operational since March 2015, lenders are still to reduce the interest rates on our term loan from existing approx. 13%.

Phase-I of Nashik TPP was fully commissioned in June 2017 and the plant had approval for 950 MW power procurement from Government of Maharashtra, subject to approval from MERC. Although MERC approved the PPA, due to subsequent litigation, PPA could not be implemented. With Supreme Court order in place, the path has been cleared for entering into a PPA with MSEDCL. However, due to prolonged delay in adjudication of the dispute BEST has backed out from purchasing 300 MW power.

Due to circumstances beyond the control of the Company, the risk-rewards of both power plants have turned out to be very different and distinct from each other. Amravati TPP is completely operational and running with long term PPA with MSEDCL but faced lower PLF in-spite of plant being fully available whereas Nashik TPP has locational advantage of being near to load center but has not commenced power generation for want of a long term PPA.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS

Mr. Himanshu Mathur, Director (DIN: 03077198) retires by rotation at the ensuing annual general meeting and being eligible for re-appointment, offers himself for the same.

During the year under review, Mrs. Anjali Nashier resigned from the directorship of the Company and Ms. Namita (DIN: 08058824) was appointed as a director of the Company in her place.

Ms. Namita being an additional director, her office as a director of the Company comes to an end on the date of the ensuing annual general meeting. However the Company has received a notice from her specifying her intention and willingness to be appointed as a regular director on the Board of Directors of the Company. A resolution to this effect is accordingly being proposed for approval of the members at the annual general meeting.

The other directorial changes that took place during the year under review were that Mr. Yashish Dahiya, an Independent Director resigned from his position as the director of the Company and in his place Mr. Tarun Kumar Prasad was appointed as an Independent Director with effect from January 11, 2018, to fill the intermittent vacancy so caused in the office of Independent Director.

However Mr. Prasad subsequently resigned from his office as the Director of the Company with effect from July 19, 2018, due to personal reasons.

Upon the resignation of Mr. Tarun Kumar Prasad from the directorship of the Company, Mr. Yashish Dahiya (DIN: 00706336) who had during his previous tenure played a very meaningful role in his capacity as an Independent Director of the Company through his valuable suggestions and inputs to the Board on the business and affairs of the Company, was once again approached with a request to rejoin the Company’s Board as an Independent Director and has accepted the request made by the Company. Accordingly it is proposed to appoint Mr. Yashish Dahiya as an Independent Director through a resolution to such effect being proposed for the approval of the members at the ensuing annual general meeting.

It would be pertinent to mention here that a strong record of performance as revealed by his previous performance evaluation reports, also strongly merits his reappointment.

No changes occurred in the key managerial personnel of the Company during the year under review.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

In continued compliance with the requirements of Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Boards and its Powers) Rules, 2014 together with Regulation 19 of the (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Part D of the Schedule II thereto, the Company has a well defined and well operational policy for selection, appointment and remuneration of directors, both independent and non-independent and the senior management personnel including in particular the key managerial personnel.

Commensurate with the nature and size of business of the Company, the operational and regulatory requirements and the norms of good corporate governance, the Nomination and Remuneration Policy (‘Policy’) of the Company as enforced and effectuated through the Nomination and Remuneration Committee of the Board, seeks to ensure that those chosen to be on the Board of Directors of the Company are persons of knowledge, repute and experience whose acumen and capabilities can be utilized to give a proper direction to the plans of the Company and to take it forward on the path of progress.

Since the directors play a pivotal role in the management of the Company and its operations, the compensation packages for the directors (wherever applicable), are in line with the Policy, so drawn up and structured, so as to adequately reward them for their contributions to the growth and progress of the Company. The idea being that the Board of Directors of the Company is a committed and satisfied lot with a sense of belonging to the Company.

It would be pertinent to mention here that the Policy is subject to periodic review by the Nomination and Remuneration Committee.

For the information of the members of the Company in particular and the investing public in general, the Policy stands uploaded on the website of the Company at the weblink http://www.rattanindia.com/rpl/investors.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Regular evaluation of the performance of the individual directors, the Board of Directors as a whole, the various committees of the Board and individual committee members, is not merely a legal requirement for the Company but a feature of its overall work policy, towards which end a periodic performance evaluation exercise is carried out in the Company so as to ensure that the performance of the Board, the individual directors and the various Board Committees and committee members, adheres to and in fact goes beyond the standards of efficacy laid down for the purpose and in the event of any deviations on the negative side, between the actual and the standardized performance coming to light, immediate and necessary rectifications are effected.

As in the previous financial years, for an annual evaluation of performance of the Board, the various Board Committees and the individual directors and committee members, the evaluation exercise carried out in the financial year 2017-2018 involved the following:

(a) Proper analysis of the laid down performance standards so as to ascertain as to whether any modifications were required in the same due to the change in the circumstances pertinent to the business of the Company, the developments in the business, the regulatory changes and the socio economic as well as geo political environment within and outside the Country, with the passage of time since the time, these standards had been laid down. The necessary adjustments/ modifications in such standards were made, wherever so required.

(b) making the Board and the individual directors, committees and committee members individually aware of the aforesaid modifications and circulating questionnaires, carefully drawn up in line with the performance standards and after factoring in the business and operational developments and changes, the financial and operational reports etc., among them so as to gather their response on the performance of the Board, performance of the Board committees and performance and functional efficacy and activeness of the individual directors, committee members, with the nature and size of the Company operations, the operational advantages and bottlenecks, the skill sets, knowledge and expertise of various directors, committee members, forming the essential premises for the same.

(c) A detailed study and evaluation of the responses so received and taking the measures dictated by such responses to initiate remedial measures wherever required.

It would be pertinent to mention here that performance evaluation of the Non-Independent Directors was carried out by Independent Directors who also assessed the quantity, quality and timeliness of flow of information between the Company management and Board.

DECLARATIONS FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 and the Clause 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review eight meetings of the Board of Directors of the Company were held. The details as to the dates of such meetings and the attendance of various directors of the Company thereat, have been provided in the Corporate Governance Report.

Additionally a meeting of the Independent directors of the Company was held on May 15, 2018.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

With the aim and objective of discharging its corporate social responsibility in compliance with the requirements of the Companies Act, 2013 and more importantly, towards effectuation of its principle policy of paying back to the society for having contributed to the success and growth of the Company, a well-defined and well detailed Corporate Social Responsibility Policy (‘CSR Policy’) has been in place.

The CSR Policy encompasses a wide range of areas aimed at welfare and well- being of the society and once the financial position of the Company permits, the Policy shall be effectuated with full gusto.

The CSR Policy of the Company has been uploaded on the website of the Company and is available at the link: http://www. rattanindia.com/rpl/investor-contacts.

The Annual report on CSR forms a part of the Directors Report and is annexed hereto as Annexure A.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a well formulated policy on materiality of related party transactions and dealing with related party transactions, as approved by the Board of Directors of the Company. The same is uploaded on the website of the Company at the weblink: http:// www.rattanindia.com/rpl/investor.

It would be pertinent to mention here that as a practice, the related party transactions entered into by the Company are in the ordinary course of business and at an arms-length basis.

Prior to such transactions being entered, each such transaction is thoroughly examined and evaluated by the Audit Committee of the Company and it is only after approval by the Audit Committee that such transactions are entered into.

The details of various related party transactions entered into by the Company pursuant to the approval of the Audit Committee, are periodically placed before the Board of Directors of the Company for review, periodically.

The particulars of contracts or arrangements, which are related party transactions, within the meaning of Section 188 of the Companies Act, 2013, have been set out in detail in the financial statements and therefore as permitted by the first proviso to sub section (2) of Section 134 of the Companies Act, 2013, the same are not being separately provided in this report, in the stipulated form AOC-2.

INTERNAL FINANCIAL CONTROLS

In terms of the provisions of Section 134 (5) (e) of the Companies Act, 2013 the Directors are enjoined with the responsibility of ensuring that adequate systems of financial control are in place and operational in the Company.

The Board of Directors have devised and effectuated a system of internal control commensurate with the nature and size of operations of the Company, covering within its ambit, every sphere of operations and activities including more particularly the financial controls.

The system operational for the financial controls encompasses operating philosophies, policies and procedures, effective IT systems aligned to the business requirements, a robust internal audit framework and risk management framework to ensure that there are adequate checks and balances in the system, as also its evaluation at regular intervals to ascertain the efficacy of operations of the controls employed so that corrective measures, if any required, can be taken in the right earnest, with the internal audit team working in close cordination with the Audit Committee, for the purpose.

RISK MANAGEMENT

The Power industry in the country has been facing tough times for the past several years making it essentially important for the Company to have in place a policy drawn up after a careful and reasonable anticipation of the risks, such a situation can throw up and seeking to make provisions for mitigating the same.

After a fairly careful and detailed consideration of the problems typical to the Power Industry and the business of the Company and those emanating or likely to emanate from prevailing socio- economic environment and the risks arising therefrom, which impact or are likely to impact the business of the Company in general, a well- defined and well formulated risk management policy has therefore been in place in the Company since the inception.

Towards the effectuation of the Risk Management Policy an internal team has been created which evaluates the risks which have arisen or are imminent and thereupon suggests the measures to be taken for mitigating their impact.

DETAILS OF LOANS/GUARANTEES & SECURITIES/INVESTMENTS MADE BY THE COMPANY

The loans given, guarantees extended or securities provided for third party loans to various bodies corporate and/or to other persons or entities and the investments made by the Company in other body corporates, if any, are in consonance with the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder and have been adequately described in the notes to Financial Statements. It would however be pertinent to mention here that being an entity, engaged in the Infrastructure business, the Company does not fall within the ambit of section 186 by virtue of the exemption available under sub section (11) thereof read with Schedule IV to the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Sections 129, 134, 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared a consolidated financial statement of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of the subsidiaries in the form AOC-1 forms a part of the Annual Report. The financial statements as stated above, are also available on the website of the Company at http://www.rattanindia.com/rpl/annual-report.

DIVIDEND

No dividend has been recommended for the financial year 2017-2018.

The Dividend Distribution Policy framed in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) is appended to this report as an Annexure F and is also uploaded on the Company’s web site http://www.rattanindia.com/investors.htm

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, an extract of the Annual Return of the Company as at March 31, 2018, as drawn up in the prescribed form MGT-9 is annexed hereto as Annexure-B

SUBSIDIARIES,JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review nine subsidiaries of the Company namely Amravati Power Transmission Company Limited, Hecate Power Limited, Hecate Power Services Limited, Hecate Thermal Power and Infrastructure Limited, Hecate Power Generation Limited, Hecate Power Distributors Limited, Hecate Power Management Limited, Hecate Power Supply Limited and Hecate Powergen Limited, ceased to be so. A report on the performance and financial position of each of the remaining subsidiaries, in the form AOC-1, as per the Companies Act, 2013 is provided in the consolidated financial statement and hence not repeated here for the sake of brevity.

The Company does not have any associate company and further, with the exception of a few majority owned subsidiaries all its other subsidiaries are wholly owned. As regards the majority owned subsidiaries, it may be noted that such subsidiaries are not engaged in any project or venture so as to be termed as joint ventures.

The Company’s Policy on material subsidiaries may be accessed on the Company’s website at the link:http://www.rattanindia. com/investors.htm

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as to the names and other particulars of the employees drawing remuneration in excess of the stipulated limits, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are therefore being sent to the Members and others entitled thereto, excluding the said information on employees’ particulars. However in addition to any member interested in obtaining such information, being provided with a copy of the statement containing such information, as indicated in the foregoing para, the same is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are however being provided in Annexure-C, to this Report.

VIGIL MECHANISM

While it is necessary for the Company to have a vigil mechanism to enable the Directors and employees to report their genuine concerns as also to safeguard them as well as any other person who avails the mechanism, against victimization, the Company has a vigil mechanism in place as a part of its work culture, besides the requirements for such a mechanism, being mandated by law.

The vigil mechanism in the Company is effectuated through a Whistle Blower Policy which serves exactly this purpose, by making available to the Directors, employees and others with a Platform, to report and voice their grievances against any violations of laid down laws or ethics or any unfair conduct, which has come to their knowledge or which they have been subject to.

Since such situations entail the possibility of the victimization of the persons availing the mechanism, the policy has adequate provisions for maintaining complete confidentiality. Aside that, the policy also provides for direct access of every person, to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at the link http://www.rattanindia.com/rpl/investor GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or developments in respect of such matters, during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including the employee stock option schemes in force in the Company.

4. Passing of Material orders by the Regulators or Courts or Tribunals, which impact the going concern status and Company’s operations in future.

5. Any frauds reported by the Statutory Auditors under section 143 (12) of the Companies Act, 2013.

EMPLOYEE STOCK OPTIONS

As an essential ingredient of its work policy and work culture, the Company looks upon its employees as being vitally important in its growth and development and therefore believes that the employee growth and development should be commensurate with that of the Company, towards which end it has as one of the several employee welfare measures effectuated therein, had in place several employee stock option schemes namely (i) RattanIndia Power Limited Employee Stock Option Plan 2008 (formerly known as SPCL-IPSL Employee Stock Option Plan, 2008) (ii) RattanIndia Power Limited Employee Stock Option Scheme-2009 (formerly known as Indiabulls Power Limited Employee Stock Scheme 2009) and (iii) RattanIndia Power Limited Employee Stock Option Scheme-2011 (formerly known as Indiabulls Power Limited Employee Stock Option Scheme-2011), together covering nine million stock options convertible into an equivalent number of equity shares of face value Rs. 10 in the Company.

The applicable disclosures with regard to the Employee Stock Options Schemes of the Company under the SEBI (Share Based Employee Benefits) Regulations, 2014, are provided as Annexure-D to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereto, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary’s Certificate certifying the Company’s compliance with the requirements of listing regulations as to Corporate Governance as set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to the Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Regulation 34 (2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS & AUDITORS’ REPORT

M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration no.: 001076N/N500013), Auditors of the Company, having in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit And Auditors) Rules, 2014 been appointed as the Statutory Auditors of the Company for the financial year 2016-17 to the financial year 2020-21 so as to hold office as such from the conclusion of the Annual General Meeting held for the financial year 2015-2016, on September 30, 2016 i.e. the seventh annual general meeting, till the conclusion of the twelfth Annual General Meeting, continue as the Auditors of the Company for the financial year 2020-2021.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM, has been done away with. Accordingly, no business item to such effect is proposed in the notice convening the 11th AGM.

The Statutory Auditors of the Company have raised a qualification in respect of certain advances made by the Company in the course of its business, to certain subsidiaries, expressing concern over the ability of the Company to recover the value of such advances and therefore to make an impairment assessment in its books in regard to the same.

It has been explained to the Auditors that the management is confident of realizing the value of such advances and accordingly no impairment in the value of the same has been recorded in the books of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of four members namely, Mr. Narayanasany Jeevagan,Independent Director who is also the Chairman of the Committee, Mr. Debashis Gupta, Mr. Sanjiv Chhikara, Independent Directors and Mr. Rajiv Rattan, a nonindependent director, All recommendations made by the Audit Committee, as to various matters, during the year under review, were accepted by the Board. A detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review, is set out in the Corporate Governance Report, which forms a part of the Annual Report.

COST AUDITORS

The Board had appointed M/s. Nisha Vats & Co., Cost Accountants as the cost auditors for conducting the audit of cost records of the Company for the financial year 2017-18.

It would be pertinant to mention here that all the cost accounts are made and maintained as per the provisions of Companies Act, 2013 and rules framed thereunder.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board had appointed M/s S. Khandelwal & Co, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed as an Annexure-E to this Report. The Secretarial Audit Report does not contain any reservation, qualification oradverse remark.

SECRETARIAL STANDARDS

The Board confirms the Company’s compliance with all secretarial standards as stipulated and notified by the Institute of Company Secretaries of India.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134 of the Companies Act, 2013, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures from the same;

2. the Directors had 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 the Company as at 31st March, 2018 and the losses of the Company for the year ended on that date;

3. the Directors had taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors had prepared the Annual Accounts of the Company on a ‘going concern’ basis;

5. the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The safety and security of the women work force in the Company has been an area of paramount importance to the management and forms an integral part of its work culture.

This explains why the Company can proudly boast of being one of the safest and most secure and healthy working places for women in the Country.

The work philosophy of the Company entails policies which stipulate very harsh punitive measures for any untoward or awkward behavior or act towards the women working in the Company, howsoever minor it may be. Aside that, it is deeply engrained in the work philosophy of the Company and therefore an essentiality in its work culture, to show utmost respect to the women working force which explains as to why like in the previous years, no cases were filed against the Company or its employees (in their capacity as such), pursuant to Sexual Harassment (Prevention, Prohibition and Redressal) Act, 2013 as the Company is fully complaint with the provisions of the same.

It would be also pertinent to mention here that a Company has constituted a Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

LISTING WITH STOCK EXCHANGES

The shares of the Company continue to remain listed with Bombay Stock Exchange Limited and National Stock Exchange Limited. The Listing fee payable to the said stock exchanges for the financial year 2018-2019 has been paid.

GREEN INITIATIVES

Electronic copies of the Annual Report and the notice of the 11th AGM are being sent to all such members whose e-mail addresses are registered with the Company/ its Registrar and Transfer Agent.

To the other members physical copies of the Annual Report and the notice of the 11th AGM, are sent through the permitted modes of dispatch.

However members who have received the said documents in electronic mode but seek physical copies of the same, can send their requests to the Company Secretary.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice.

WEBSITE: www.rattanindia.com

ACKNOWLEDGEMENT

Your directors wish to express their sincere gratitude to the investors, bankers, financial institutions, governmental authorities and the employees of the Company for their continued assistance and support which has enabled the Company to turn into a major Power supplying entity in the private sector. The Company and its Directors hope for and look forward to the continuance of the same in period ahead.

For and on behalf of Board of Directors

Sd/-

Date: August 31, 2018 Rajiv Rattan

Place: New Delhi Chairman