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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   ` 5.17   Open: 5.17   Today's Range 5.14
5.25
-0.01 ( -0.19 %) Prev Close: 5.18 52 Week Range 5.00
9.60
Year End :2017-03 

Dear Shareholders,

The Directors have pleasure in presenting to you their Tenth Annual Report and the Audited Statement of Accounts of the Company for year ended March 31, 2017.

FINANCIAL RESULTS

(Rs, In Lakhs)

Particulars

Standalone

31 March 2017

31 March 2016

Revenue from operations

133,450.34

254,106.14

Profit from operations before other income, finance costs and exceptional items

52,734.70

77,692.06

Other income

16,921.63

9,883.01

Finance costs

101,708.40

98,400.26

Exceptional items

-

-

Profit/(loss) before tax

(32,052.07)

(10,825.19)

Tax expense

-

-

Net profit/(loss) for the year

(32,052.07)

(10,825.19)

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

295,293.34

295,293.34

Other equity

200,502.63

232,530.38

Earning per shares (in Rs,)

(1.09)

(0.37)

Further, the details of performance of subsidiaries and associates are getting reflected in the consolidated financial statements and form AOC - 3, which forms a part of the Annual Report.

In view of the losses incurred during the financial year ended March 31, 2017, it has not been possible to transfer any amount to general reserve.

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 of building a leadership position in the Sector.

While the Phase-I of Amravati Thermal Power Plant has been fully operational since past two years, your company has commissioned Phase-I of Nasik thermal power plant as well. Phase-I of Nasik Thermal Power Plant (Nasik TPP) was completed in June-2017 and all 5 units, each having a generation capacity of 270MW, are operational now. Currently work is going on swiftly on construction of railway siding for the plant. All statutory approvals are already in place and the plants have fuel supply agreements in place. Your company is having 22 mtpa coal linkage for its 5400 MW capacity (Amravati 1350 MW Phase 1 1350 MW Phase 2 and Nashik 1350 MW Phase 1 1350 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.

Although Phase-I of Nasik TPP which has been developed under RattanIndia Nasik Power Limited (a wholly owned subsidiary of the Company) was fully commissioned in June 2017 and the plant has approval for 950 MW power procurement from Govt of Maharashtra, subject to approval from MERC (650 MW to be procured by MSEDCL while balance 300 MW to be procured by BEST); allotment of 650 MW to be procured by MSEDCL is put on hold due to litigation. Currently the matter is pending in Supreme Court.

Due to circumstances beyond the control of Company, the risk-rewards of both power plants have turned out to be very different and distinct from each other. Amravati plant is completely operational and running with a long term Power Purchase Agreement (PPA) with MSEDCL but faced lower PLF inspite of 100% availability in FY 2017, whereas Nashik plant has locational advantage of being near to the load center but has not commenced supplies under a PPA.

In view of this, the Board has constituted a Restructuring Committee, to consider, examine and evaluate the ways and means of bringing about the restructuring through a proposed demerger of Nashik TPP from the Company in a mode and manner which is in the best interests of the two companies and their shareholders. The Restructuring Committee would take all the necessary steps in this direction and prepare and present a detailed draft scheme and proposal, to be placed before the Board for its approval at a later date.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS

During the year under review, Mr. Samir Taneja was appointed as the Chief Financial Officer of the Company in the meeting of the Board of Directors of the Company, held on February 8, 2017. He succeeds Mr. Venugopal Keshanakurthy. Mr. Samir Taneja is associated with RattanIndia since September 2012 and is heading the Project Finance Division. He has over two decades of rich experience in Project and Trade financing, Accounting, Budgeting and MIS, Regulatory framework. Prior to joining RattanIndia Group, he has worked with Moserbaer Group and a Public Sector Undertaking M/s Tehri Hydro Development Corporation (THPC).

He is a Commerce Graduate from Banaras Hindu University and Chartered Accountant from Institute of Chartered Accountants of India and Cost Accountant from the Institute of Cost Accountants of India.

Mrs. Anjali Nashier, Director (DIN: 01942221) and Mr. Jayant Shriniwas Kawale, Managing Director (DIN: 00076038) retire by rotation at the ensuing annual general meeting and being eligible for re-appointment, offer themselves for the same.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

In consonance with the requirements of Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 together with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part D of the Schedule II thereto, the Company has in full force and operation, a well- defined 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.

The Policy as framed by the Nomination and Remuneration Committee of the Board of Directors strikes a perfect balance between the need for inducting and retaining the directors and personnel of top caliber, commensurate with the nature and size of the operations of the Company and statutory requirements as applicable to the Company. The basic idea is to have the directorial and managerial talent comparable to the best in the business while at the same time ensuring that in compensating them for the services rendered, compliance with the applicable statutory provisions is not compromised with.

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 as aforesaid stands uploaded on the website of the Company at the we blink http://www.rattanindia.com/investors.htm.

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

The Company has always followed a policy which seeks to ensure complete accountability for performance at every level and this is more so at the management level meaning thereby the accountability of the Board of Directors as a whole, the various committees constituted by it and the individual directors both independent and non-independent.

Towards this end, the Board of Directors carries out a periodic evaluation of its own performance, the performance of the committees constituted by it and the performance of the individual directors, the basic objective being to ensure that performance adheres to standards and in the event of deviation, the remedial actions to rectify the performance can be taken in the right earnest. While this is an exercise being undertaken in the Company ever since its establishment as a listed entity, it also serves the purpose of ensuring the Company's compliance with the statutory requirements mandated in this regard under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.

In continuation of this policy therefore, a detailed performance evaluation exercise was carried out in the financial year 2016-2017, entailing circulation of carefully drawn up questionnaires among the members of the Board and that of its various committees so as to gather their feedback as to the processes of the Board, processes of the individual committees and performance and functional efficacy and activeness of the individual directors, with the nature and size of the Company operations, the operational advantages and bottlenecks, the skill sets, knowledge and expertise of various directors and the Company vision and objectives forming the basic premises for the same.

It would be pertinent to mention here that performance evaluation of the Non-Independent Directors is carried out by Independent Directors who also assess 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 under Section 149(7) of the Companies Act, 2013 read with Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 6 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 22, 2017, with the participation of all Independent Directors of the Company at the meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has always held firm the belief that the success of any business enterprise as also its growth and progress are to a fairly large extent dependent upon the society it exists in because it is the society which determines to a significant extent as to whether the goods manufactured and/ or services being offered by the enterprise, would find takers in the world outside such enterprise.

Now, it could be argued that it is the quality of what is being offered by an enterprise and the price at which the same is being offered that would be crucial determinants for whether the same would find customers. However building a customer base does not entirely depend on these two factors alone, the public perception of the enterprise and what it is offering in the market plays a very huge role in the process.

Many a times it has been so observed that the most successful of enterprises find their business biting the dust because the enterprise in its dealings with the public in general has been dishonest in its intentions or has conducted its business in a manner which shortchanges the public or gives it a raw deal.

Again, the society contributes to the success of an enterprise through its dealings therewith, which could take many shapes, be it in the shape of its security holders, its employees, its lenders, its suppliers and vendors, all of which apart from being in business deals with such enterprise, are essentially the components of the society which the enterprise operates in, and contribute to its growth and success, in a manner which goes far beyond their business/ contractual obligations, making it imperative for the enterprise to reciprocate in equal measure or beyond.

In other words therefore, the well-being and welfare of the society is what sustains an enterprise and enables it to grow and an enterprise therefore has to be responsive to the needs and aspirations of the society it operates in and in the event of its failing to do so, it is seen as being an exploiter, as being an entity which is not willing to give back to the society what it has received from it.

It was a recognition of this vital fact which lead to the discharge of corporate social responsibility being made mandatory for companies with certain specific turnover, net worth or profitability.

However notwithstanding this statutory promulgation, CSR has always been an area close to the heart of the Company and an essential ingredient of its philosophy and has post the promulgation of the Companies Act, 2013, been given the shape of a Corporate Social Responsibility Policy (the CSR Policy) drawn up by the CSR Committee of the Board of Directors (Board) of the Company and approved by the Board, for implementation under the control and supervision of the Board .

While the basic objective of the CSR policy is to give shape to the Company's philosophy of being an entity which is ever willing to do its bit for the society, the reason why it has not been able to do so is because, the Power Projects are basically capital intensive in nature sucking up a major chunk of the capital of a company be in the shape of infusions or the earnings of the Company and unless the revenues are of a scale and quantum which enable it to earn sufficient profits to meet its financial and operational obligations and yet be left with sufficient amounts, a part of which could be put to use for the benefit of the society, the discharge of CSR becomes extremely difficult and improbable.

The power industry in the Country especially in the thermal sector has been facing strong headwinds and battling several problems at various levels and in various areas, making it a fight for sustenance as the revenue generations have been fairly low leading to either extremely low profits or the complete lack of the same.

Your Company has been no exception and therefore it has not been possible for the Company to contribute any funds towards the betterment and welfare of the society pursuant to the CSR policy, much though it would have whole heartedly wanted to be one of the frontrunners in the area.

However what is encouraging is the fact that the government has taken cognizance of the problems being faced by the power sector in the country and host of measures/plans are on the anvil to revive the power sector.

The Company being a leading power generator of the country in the private sector, would very naturally be one of the biggest gainers and therefore once the financial situation improves, it would go whole hog in effectuating this aspect of its philosophy.

The CSR Committee of the Company comprises of three Directors namely Mrs. Anjali Nashier, a non-execuitve Director who is also the chairperson of the committee and Mr. Sanjiv Chhikara and Mr. Yashish Dahiya, Independent Directors.

More on the policy may be seen at we blink http://www.rattanindia.com/investors.htm.

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 we blink: http:// www.rattanindia.com/investors.htm.

Apart from the Related Party Transactions in the ordinary course of business and at an arms- length basis, the details of which are given in the notes to the financial statements, no other transactions of such nature were entered into during the year under review, as would require any disclosure in the Directors Report in compliance with Section 134(3)(h) of the Companies Act, 2013 in the stipulated form AOC-2. Hence, no report in form AOC-2 requires to be given.

As regards the related party transactions sought to be entered into during the financial year 2017-2018, the details of the same were placed before the Audit Committee for review and approval wherever required, at the beginning of the financial year. Subsequently the same were also placed before the Board of Directors of the Company for approval.

It would be pertinent to mention here that as regards the proposed related party transactions falling within the category of Material Related Party Transactions, in terms of the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/or Section 188 of the Companies Act, 2013 and the Rules framed there under, approval of the Audit Committee and the Board of Directors was accorded subject to the condition that the same would be effectuated only upon the receipt of approval of the shareholders of the Company.

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 coordination with the Audit Committee, for the purpose.

RISK MANAGEMENT

A well- defined and well formulated risk management policy addressing the risks unique to the nature and size of business of the Company as also the risks associated with the business environment both within the country and at a global level, has been in place in the Company since the inception.

While clearly identifying the possible risks, the policy very clearly lays down the no go areas, the redlines which cannot be crossed or overstepped under any circumstances, while at the same time outlining the mitigating steps to be taken, were the perceived risks to be encountered.

To ensure effective implementation and operationalization of the policy, it provides for a very effective system of reporting, covering within its ambit the risks encountered as well as those which the Company has a strong possibility of running into, as indicated by the prevailing circumstances and developments within and outside the Company. The said system also encompasses a proper analysis and assessment of such risks and the steps that need to be undertaken to obliterate such risks or mitigate their impact.

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

Full particulars of the loans given, guarantees extended or securities provided to and the investments made by the Company in various bodies corporate in due compliance with the provisions of Section 186 of the Companies Act, 2013, have been adequately described in the notes to Financial Statements. It would be pertinent to mention here though 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.

INDIAN ACCOUNTING STANDARD & CONSOLIDATED FINANCIAL STATEMENTS

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS has become applicable to the Company from April 1, 2016.

The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note 43 in the notes to accounts in the standalone financial statement and Note 49 in the notes to accounts in the consolidated financial statement.

In accordance with the Companies Act, 2013 and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

DIVIDEND

No dividend has been recommended for the financial year 2016-2017.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return of the Company as at March 31, 2017, 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, ten subsidiaries of the Company namely Mabon Power Limited, Poena Power Company Limited, Devona Power Systems Limited, Devona Power Management Limited, Devona Power Supply Limited, Devona Power Solutions Limited, Albina Powergen Limited, Albina Power Utility Limited, Hecate Hydro Electric Power Limited and Hecate Power Company 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 as Annexure to 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(1) to 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect 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

The Company has a well- defined and well operated vigil mechanism in place, effectuated through a whistle Blower Policy, which provides for reporting by the employees, of violations if any of various laws, rules, regulations as also any unethical conduct and for the Directors to report their concerns, to the management, so that the required remedial actions can be initiated in the right earnest.

To guard against the victimization of the persons using the vigil mechanism, the Whistle Blower Policy of the Company makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is available on the website of the Company i.e. www.rattanindia.com at the link http://www.rattanindia. com/investors.htm

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as no transactions pertaining thereto were undertaken/there were no developments pertinent to the same during the year under review:

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

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. No significant or materials orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

EMPLOYEE STOCK OPTIONS

As an essential ingredient of its work policy and work culture, the Company has looked 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 India Power Limited Employee Stock Option Scheme-2011), together covering nine million stock options convertible into an equivalent number of equity shares of face value ' 10 in the Company.

The applicable disclosures with regard to Employee Stock Option Schemes of the Company under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, are provided in the Annexure D to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the applicable regulation 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 set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to the Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as 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, were in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit And Auditors) Rules, 2014 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 ninth annual general meeting, till the conclusion of the fourteenth Annual General Meeting, subject to the ratification of the same by the shareholders in the annual general meeting for each such financial year. The ratification of their appointment for the financial year 2017-18, is being sought in the ensuing AGM.

There being no reservation, qualification, adverse remark or details of any fraud under Section 143(12) of Companies Act, 2013, in the Auditors' Report, no explanation on part of the Board of Directors is called for.

AUDIT COMMITTEE

The Audit Committee comprises of five members namely, Mr. Naraynasany Jeevagan, Independent Director as the Chairperson, Mr. Debashis Gupta, Mr. Sanjiv Chhikara, Mr. Yashish Dahiya, independent directors and Mr. Rajiv Rattan, a non-independent director. All the 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 has 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 2016-17.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board has appointed M/s. S. Khandelwal & Co., Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed as Annexure E to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

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 along with proper explanation relating to material departures;

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, 2017 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 Company can proudly boast of being one of the safest and most healthy working places for both men and women in the Country.

It has in place, very well laid down policies for ensuring gender equality and protection to all employees against any form of sexual harassment whatsoever, with provisions for very harsh punitive action against any kind of misdemeanor.

When it comes to safety and protection of women, the Company is always willing to walk an extra mile to ensure that their honor and dignity is afforded a protective shield in the form of the aforesaid policy and the efforts the Company puts in to ensure that the policy is followed in letter as well as spirit.

All of these coupled with the work culture prevalent in the Company which inculcates in the employees a sense of responsibility towards their fellow employees, is what explains that as in the previous years, during the year under review no cases were filed against the Company or its employees pursuant to Sexual Harassment (Prevention, Prohibition and Redressal) Act, 2013.

LISTING WITH STOCK EXCHANGES

The shares of the Company continue to remain listed with BSE Limited and National Stock Exchange Limited. The Listing fee payable to the said stock exchanges for the financial year 2017 -2018 has been paid.

GREEN INITIATIVES

Electronic copies of the Annual Report and the notice of the tenth 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 Notice of the tenth 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 set forth in the notice convening the AGM, 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.

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 the period ahead.

For and on behalf of Board of Directors

Sd/-

Date: August 23, 2017 Rajiv Rattan

Place: New Delhi Chairman