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India Power Corporation Ltd.

BSE: 532130 Sector: Infrastructure
NSE: DPSCLTD ISIN Code: INE360C01024
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India Power Corporation Ltd. (DPSCLTD) - Director Report

Company director report

BOARD'S REPORT

Your Directors are pleased to present the 96th Annual Report together with the AuditedFinancial Statements of your Company for the financial year ended 31st March 2016.

HIGHLIGHTS

Net Worth increased by 3.14% to Rs. 106307.80 Lakhs from Rs. 103067.54 Lakhs;

Revenue declined marginally by 5.25% to Rs. 59617.50 Lakhs from Rs. 62918.40 Lakhs onaccount of lower sales to another licencee;

EBIDTA decreased by 0.54% to Rs. 9571.86 Lakhs from Rs. 9624.24 Lakhs;

PAT increased by 31.92% to Rs. 3189.53 Lakhs from Rs. 2417.85 Lakhs.

FINANCIAL RESULTS

The summarised standalone performance of your Company is presented hereunder:

(Rs. in lakhs)
Particulars Year ended 31st March 2016 Year ended 31st March 2015
Total Income 59617.50 62918.40
Total Expenditure 55263.39 59257.45
Profit before Tax 4354.11 3660.95
Less: Provision for
Taxation:
Current Tax 745.89 698.28
Deferred Tax 418.69 544.82
Profit after Tax 3189.53 2417.85

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 5% (Rs. 0.05 per share)for the financial year ended 31st March 2016 on the paid up equity share capital subjectto approval of the members at the ensuing Annual General Meeting. The dividend ifapproved will result in a payout of Rs. 788.97 Lakhs and shall be subject to CorporateDividend Tax to be paid by your Company.

DEPOSITS

During the year 2015-16 your Company did not accept any deposits from the publicwithin the ambit of Section 73 of the Companies Act 2013 (hereinafter referred to as"the Act") and the Companies (Acceptance of Deposits) Rules 2014.

RESERVES

The amount carried to the reserves and surplus of your Company for the financial year2015-16 are given in the Standalone Financial Statements of the year under review.

REVIEW OF OPERATIONS AND STATE OF COMPANY AFFAIRS

Your Company has maintained its consistent operating performance during the year underreview recording a Transmission & Distribution Loss figure of 2.31% for the yearended 31st March 2016 which is one of the lowest among the power distribution utilitiesacross India.

The Net Income from Operations was recorded at Rs. 58558 Lakhs for the financial yearended 31st March 2016 in comparison to the previous year figures of Rs. 62736 Lakhs.Your Company supplied 796.73 Million Units of power in its license area in West Bengal and140.23 Million Units of Wind Power in the States of Rajasthan Karnataka and Gujaratduring the financial year ended 31st March 2016 as against 878.06 Million Units and151.05 Million Units respectively for the last year. The Profit after Tax for thefinancial year ended 31st March 2016 was recorded at Rs. 3190 Lakhs as compared to lastyear figures of Rs. 2418 Lakhs.

During the year 2015-16 your Company has entered into an agreement with ENGIE toacquire shares of Meenakshi Energy Private Limited (MEPL) subject to customary approvalsand consents. MEPL is an Independent Power Producer in India that owns and operates 300MWcoal fired plant and also owns 700 MW coal fired plant which is under construction inThamminapatnam village of Nellore Andhra Pradesh. The said transaction would enable yourCompany to add capacity of thermal power generation to its portfolio.

For further information on Company's Operations outlook and State of Company'saffairs please refer to the Management Discussion & Analysis Report (as stipulatedunder Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 which is in addition to this report.

There is no change in the nature of business of your Company for the year under review.No material changes and commitments have occurred after the close of the financial yeartill the date of this Report which affects the financial position of your Company otherthan those stated in this report.

SHARE CAPITAL

In terms of the Scheme of Arrangement and Amalgamation of erstwhile India PowerCorporation Limited (IPCL) into and with DPSC Limited sanctioned by the Hon'ble High Courtat Calcutta vide its order dated 17th April 2013 the shareholders of erstwhile IPCL areentitled to be allotted 11 equity shares of Rs. 1 each of your Company for every 100equity shares of erstwhile IPCL held by them totaling to allotment of 1120275823 equityshares of Rs. 1 each. The holding of erstwhile IPCL in your Company however shall standcancelled pursuant to the Scheme and accordingly the paid-up equity share capital of theCompany upon allotment of the consideration shares as envisaged above will be increasedfrom Rs. 973789640 to Rs. 1577933089 comprising 1577933089 equity shares of Rs. 1each.

Cancellation and Allotment of the said securities has not been given effect due tocertain pending formalities with the Stock Exchanges in view of the Interim Order relatingto Minimum Public Shareholding passed by SEBI. The paid up share capital shall undergorequisite changes upon the said cancellation and allotment.

SUBSIDIARY COMPANIES

INDIA POWER CORPORATION (BODHGAYA) LIMITED ("IPCBL")

a wholly owned subsidiary of your Company has been incorporated to undertake theDistribution Franchisee business in Gaya Bodh Gaya Manpur and the adjoining areas in theState of Bihar. IPCBL is procuring power from South Bihar Power Distribution CompanyLimited (SBPDCL) and selling it to the consumers in the franchise areas. IPCBL hassuccessfully completed its second year of operations and has recorded a profit after taxof Rs. 95.61 Lakhs for the financial year 2015-16 as against Rs. 71.01 Lakhs for thefinancial year 2014-15.

IPCL PTE LIMITED a wholly owned foreign subsidiary company incorporated on 4th day ofOctober 2013 in the Republic of Singapore under the Companies Act (CAP50) as a privatecompany limited by shares to explore business development activities including exploringopportunities of brown field acquisitions in India and abroad. The said subsidiary companyhas neither any operating nor trading activity. During the year under review the saidsubsidiary company subscribed to 5100 shares being 51% share capital of EDISON POWERLIMITED a company incorporated in Jersey to explore business opportunities acrossEurope. Consequent to the same Edison Power Limited became the step-down subsidiary ofyour Company.

The Profit after Tax for the financial year ended 31st March 2016 was Rs. 3190 Lakhsas compared to last year figures of Rs. 2418 Lakhs.

IPCL POWER TRADING PRIVATE LIMITED ("IPTPL") a

subsidiary company of your Company has received the Category III Inter-State TradingLicence from The Central Electricity Regulatory Commission. By virtue of this licenceIPTPL can now trade electricity upto 620MU per annum on a pan India basis. During the year2015-16 IPTPL did not generate any operating income.

INDIA POWER CORPORATION (HALDIA) LIMITED ("IPCHL")

became a subsidiary company of your Company in terms of the provisions of the Act inthe financial year 2014-15. IPCHL is setting up a 450 MW (3x150) coal based Thermal PowerPlant in Haldia West Bengal which is under implementation. The said Power Plant willhelp in becoming an integrated power utility and also to expand further into distribution.During the year 2015-16 IPCHL did not generate any operating income.

INDIA POWER CORPORATION (BIHAR) PRIVATE LIMITED a Company incorporated on 13th dayof January 2011 under the Companies Act 1956 became a subsidiary and ceased to be thesame in the financial year 2015-16.

INDIA POWER GREEN UTILITY PRIVATE LIMITED a wholly owned subsidiary of your Companywas incorporated on 30th day of December 2015 under the Act primarily with an objectiveto foray into developing and / or acquiring green assets to build a sizeable portfolio ofgreen energy and is yet to commence its business operations.

MATSYA SHIPPING & PORTS PRIVATE LIMITED a wholly owned subsidiary of your Companywas incorporated on 19th day of February 2016 under the Act primarily with an objectiveto foray into shipping & ports sector which could also be used for coal movement to beutilised for your Company's various power plants. The Company is yet to commence itsbusiness operations.

INDIA UNIPER POWER SERVICES PRIVATE LIMITED a wholly owned subsidiary of your Companywas incorporated on 2nd day of August 2016 under the Act primarily with an objective toforay into asset management services for power generating assets both for new build andplants under operation whether

operated by thermal gas or renewable power. The Company is yet to commence itsbusiness operations.

The Policy for determining material subsidiaries as approved and adopted by the Boardof Directors may be accessed on the Company's website at the link : http:.www.indiapower.com/pdf/Policies_website.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The Statement in Form AOC-1 containing the salient features of the financial statementsof your Company's subsidiary and also highlighting the performance of your Company'ssubsidiary companies pursuant to first proviso to Section 129(3) of the Act read withRules 5 & 8 of the Companies (Accounts) Rules 2014 forms part of the Annual Report.

Further in line with Section 129(3) of the Act read with the aforesaid Rules SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and in accordance withthe Accounting Standard 21 (AS-21) Consolidated Financial Statements prepared by yourCompany include financial information of its subsidiary companies and their contributionto the overall performance of your Company during the year under review.

Further pursuant to the provisions of Section 136 of the Act copies of the AnnualFinancial Statements of the subsidiaries would also be available for inspection by amember or by the trustee of the holder of any debentures of the Company at the RegisteredOffice of your Company during business hours on any working day (excluding Saturday) andhave also been placed on the website of your Company www.indiapower.com. The said financialstatements are not repeated here for the sake of brevity. Further any shareholder ofthe Company may obtain copies of these documents by writing to the Company Secretary atthe Registered Office of your Company.

The Annual Accounts of India Power Corporation (Haldia) Limited has not been consideredfor consolidation in terms of the applicable Accounting Standards.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act your Directors confirm that:

a) in the preparation of the Annual Accounts for the financial year ended 31st March2016 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2016 and of the profitof the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

BOARD OF DIRECTORS

The Board comprises of a majority of Independent Directors. It has a good mix ofExecutive and Non-Executive Directors including Independent Directors. The Companyrecognises and embraces the benefits of having a diverse Board with an optimal mix ofprofessionalism knowledge and experience.

Director retiring by rotation

Shri Hemant Kanoria (holding DIN: 00193015) being Director liable to retire byrotation shall retire at the ensuing Annual General Meeting and being eligible offershimself for reappointment.

The Board of Directors recommends the above reappointment.

Resume and other information regarding the Directors seeking reappointment as requiredby Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has been given in the Notice convening the ensuing Annual GeneralMeeting and in the Statement pursuant to Section 102 of the Act.

Cessation

Shri Sunirmal Talukdar (holding DIN: 00920608) an

Independent Director resigned from the Board of Directors of your Company with effectfrom 6th February 2016 on personal grounds. The Board of Directors has placed on recordits appreciation for guidance provided by him during his association with your Company.

Declaration by Independent Directors

Your Company has received declarations from each of the Independent Directors of yourCompany confirming that they meet the criteria of independence prescribed under Section149 of the Act and Regulation 16 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Familiarisation Programme

In terms of Regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company is required to conduct familiarisationprogrammes for Independent Directors to familiarise them with their roles rightsresponsibilities in your Company nature of the industry in which your Company operatesbusiness model of your Company etc.

The details of such programmes for familiarisation of Independent Directors are put upon the website of your Company at the following link: http:.www.indiapower.com/pdf/IPCL_Directors_

Familiarisation_Programme.pdf

Statutory Disclosure

None of the Directors of your Company are disqualified as per the applicable provisionsof the Act.

Other Information

Appointment of Directors is made in accordance with the Policy on Board Diversity andNomination & Remuneration Policy as recommended by the Nomination & RemunerationCommittee and approved by the Board of Directors. The said policies are annexed to theBoard's Report as Annexure I and Annexure II and are also available on your Company'swebsite at the link: http:.www.indiapower.com/pdf/Policies_website.pdf

Details of the Directors their appointment / cessation during the year under reviewand remuneration are given in the Extract of Annual Return forming part of this Report.

KEY MANAGERIAL PERSONNEL

As on 31st March 2016 Shri Asok Kumar Goswami Wholetime Director Shri ShrirangBhalchandra Karandikar Chief Executive Officer Shri Laxmi Narayan Mandhana ChiefFinancial Officer and Shri Prashant Kapoor Company Secretary were the Key ManagerialPersonnel of the Company in terms of the provisions of Section 203 of the Act.

Shri Laxmi Narayan Mandhana Chief Financial Officer

resigned from the Company with effect from close of working

hours of 18th July 2016 on personal grounds.

Details of appointment / cessation of the Key Managerial Personnel during the year 2015-16 and their remuneration are given in the Extract of Annual Return annexed hereto andforming part of this Report.

MEETINGS

During the year 2015-16 Five (5) Meetings of the Board of Directors were held.Additionally several Committee Meetings were also held during the year under review.Detailed information of such meetings are given in Report on Corporate Governance annexedto this Report.

COMMITTEES OF THE BOARD

Pursuant to the provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 there exists an Audit Committee Nomination &Remuneration Committee Shareholders' / Investors' Grievance and Stakeholders RelationshipCommittee Corporate Social Responsibility Committee and Committee of Directors of theBoard.

The details of the compositions terms of reference meetings etc. of said Committeesare given in the Report on Corporate Governance annexed to this Report.

PERFORMANCE EVALUATION OF BOARD/ DIRECTORS/ COMMITTEES

Pursuant to the provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out the annual performanceevaluation of its own performance the Directors individually (including IndependentDirectors) as well as the evaluation of the working of its Committees.

The criteria for performance evaluation are as under:

Performance Evaluation of Board - Key Parameters:

Degree of fulfillment of key responsibilities; Board structure and composition;Establishment and delineation of responsibilities to Committees; Effectiveness of Boardprocesses information and functioning; Board Culture and Dynamics; Quality ofrelationship between the Board and the Management; Efficacy of communication with externalstakeholders etc.

Self Assessment of the Performance by Individual Directors (including IndependentDirector) - Key

Parameters:

Attendance at meetings; contribution at meetings; guidance / support to managementoutside Board / Committee Meetings etc.

Self Assessment of the Performance by the Board Level Committees - Key Parameters:

Degree of fulfillment of key responsibilities; Adequacy of Committee Composition;Effectiveness of meetings; Committee dynamics; Quality of relationship of the Committeewith the Board and the management etc.

Further in a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board and the performance of the Chairman was evaluated. TheDirectors have expressed their satisfaction with the evaluation process.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) has always been an integral part of the vision ofyour Company and has been the cornerstone of its core value of Good Corporate Citizenship.CSR for your Company is well encompassing including making socially responsible productsengaging in responsible employee relations and not only making a responsible commitmentto the community but also encouraging employee engagement in community initiatives.

Your Company has in place a CSR Policy recommended by CSR Committee and duly approvedand adopted by the Board of Directors which describes the multiple lines around which theCSR activities of the Company are positioned being education and skill development socialand economic welfare environmental sustainability and such other activities included inSchedule VII to the Act as may be identified by the CSR Committee from time to time. Thesaid Policy is available on the website of the Company at the following link :

http:.www.indiapower.com/pdf/Corporate_Social_

Responsibility_Policy_IPCL.pdf

In compliance with Section 135 of the Act your Company has taken various initiativesand undertaken certain projects as part of its CSR during the financial year 2015-16. TheAnnual Report on CSR activities containing statutory disclosures is attached to thisReport as Annexure III.

RISK MANAGEMENT

Your Company has in place Risk Management Policy recommended by Risk ManagementCommittee and duly approved and adopted by the Board of Directors. Risk

Management Committee has been entrusted with the responsibility to assist the Board in(a) Overseeing and approving the Company's enterprise wide risk management framework andprocesses; (b) Identifying risks; (c) Optimising risk situations; and (d) Strengtheningthe risk management system through continuous learning and development.

The Risk Management Committee has reviewed periodically the various risks and finalisedthe mitigation plans. The identified risk areas were covered by the Internal Audit andmajor risks were discussed periodically.

NOMINATION & REMUNERATION POLICY

Your Company has in place Nomination & Remuneration Policy for selection andappointment of Directors Senior Management and their remuneration recommended byNomination & Remuneration Committee and duly approved and adopted by the Board ofDirectors. The said policy is attached to this Report and is also available on theCompany's website at the link:

http:.www.indiapower.com/pdf/Policies_website.pdf

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company being committed to the highest possible standard of openness probity andaccountability and aiming to provide avenues for employees to raise complaints and toreceive feedback on any action taken and seeks to reassure the employees that they will beprotected against victimisation for any whistle blowing conducted by them in good faithhas established a Vigil Mechanism. It is intended to encourage and enable the employees ofyour Company to raise serious concerns within the organisation rather than overlooking aproblem or handling it externally.

It contains safeguards to protect any person who uses the Vigil Mechanism (WhistleBlower) to raise any concern in good faith. Your Company will not tolerate any form ofvictimisation and will take appropriate steps to protect a bona fide whistle blower andshall treat any retaliation as a serious disciplinary offence that merits disciplinaryaction.

The mechanism provides for a detailed complaint and investigation process. Ifcircumstances so require the employee can make complaint directly to the Chairman of theAudit Committee. Further to this your Company will protect the identity of the whistleblower if so desired provided that the whistle blower will need to attend anydisciplinary hearing or proceedings as may be required for investigation of the complaint.The said mechanism can also be availed by the directors of your Company.

The functioning of the vigil mechanism is reviewed by the Audit Committee of the Boardfrom time to time. Your Company affirms that no person has been denied access to the AuditCommittee. Further your Company's Whistle Blower Policy is available on the website ofthe Company at the following link:

http:.www.indiapower.com/pdf/Policies_website.pdf

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT THEWORKPLACE

Your Company has laid down a framework for the Prevention Prohibition and Redressal ofSexual Harassment at workplace based on Section 19 of the Sexual Harassment of Women atthe Workplace [Prevention Prohibition and Redressal] Act 2013 to promote a healthyculture and congenial environment in which both genders could work together for prosperityand to meet the Company's goals & objectives. Employees may report their concerns tothe Internal Complaint Committee formed for this purpose. Your Company affirms that duringthe year 2015-16 adequate access to the committee was provided to the employees. Thefollowing is the summary of sexual harassment complaints received and disposed off by theCompany during the year 2015-16:

No. of complaints of Sexual Harassment : received during the year NIL
No. of complaints disposed off during the year : NA
No. of cases pending for more than 90 days : NA
Nature of action taken by the employer : NA

AUDITORS Statutory Auditors

M/s. Lodha & Co. Chartered Accountants were appointed as the Statutory Auditorsof your Company from the conclusion of the 94th AGM till the conclusion of the 99th AGM tobe held in the year 2019 subject to ratification of their appointment at the subsequentAGMs.

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunderit is proposed to ratify the appointment of M/s. Lodha & Co. as the StatutoryAuditors of your Company for the financial year 2016-17. The said Auditors have furnishedthe Certificate of their eligibility in this regard.

The Reports given by the Auditors on the financial statements of your Company for theyear ended 31st March 2016 is a part of this Annual Report. There has been noqualification reservation adverse remark or disclaimer given by the Auditors in theirReports. The "Emphasis of Matters" given in the Auditor's Report on standalonefinancial statements and on consolidated financial statements read with note no. 16.1 ofthe standalone as well as consolidated financial statements is self-explanatory.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof your Company during the year under review.

Cost Auditors

M/s. Mani & Co. Cost Accountants pursuant to the direction of the CentralGovernment Govt. of India has been reappointed as Cost Auditors of your Company forconducting Cost Audit for power business of the Company for the financial year ended 31stMarch 2017.

Internal Auditors

M/s. Protiviti Consulting Private Limited has been appointed as the Internal Auditorsof your Company for the financial year 2016-17 pursuant to Section 138(1) of the Act toconduct the internal audit of the functions and activities of your Company. The internalaudit report is placed at the meetings of Audit Committee for their review.

Secretarial Auditors

According to the provision of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. H. M. Choraria& Co. Company Secretaries in Practice (CP Number- 4557) has been appointed toundertake the secretarial audit of the company for the financial year 2015-16. TheSecretarial Audit Report is annexed to this Report as Annexure IV.

The Secretarial Auditor has made following observations in the Secretarial Audit Reportwith respect to Minimum Public Shareholding (MPS) requirement as prescribed by Securitiesand Exchange Board of India (SEBI) and on West Bengal Electricity Regulatory Commissionmatter. The said observations along with your Board's comments are as follows:

In relation to the compliance by listed companies with the requirement of MinimumPublic Shareholding (MPS) the Company has represented to SEBI that it has complied withthe MPS norms pursuant to the provisions of the Scheme sanctioned by the Hon'ble CalcuttaHigh Court as 24.69% equity share capital comprising 240428662 equity shares of Rs. 1each of India Power Corporation Ltd (formerly DPSC Limited) have been transferred byerstwhile India Power Corporation Limited ("IPCL") to an independent irrevocabletrust named as 'Power Trust' having independent board of trustees and accordinglyerstwhile IPCL's shareholding in India Power Corporation Ltd. (formerly DPSC Ltd.) hascome down from 93% to 68.31% and Public Shareholding in the Company has increased from 7%to 31.69%.

In terms of the Scheme the shareholders of erstwhile IPCL are entitled to be allotted11 equity shares of Rs. 1 each of your Company for every 100 equity shares of erstwhileIPCL held by them totaling to allotment of 1120275823 equity shares of Rs. 1 each. Theholding of erstwhile IPCL in your Company however shall stand cancelled pursuant to theamalgamation and accordingly the paid-up equity share capital of the Company uponallotment of the consideration shares as envisaged above will be increased from Rs.973789640 to Rs. 1577933089 comprising 1577933089 equity shares of Rs. 1 each.

Cancellation and Allotment of the said securities are pending due to certain pendingformalities with the Stock Exchanges in view of the Interim Order relating to MPS passedby SEBI.

The disposal of this matter is pending with the Hon'ble High Court Calcutta.

West Bengal Electricity Regulatory Commission ("WBERC") vide its order dated07th July 2014 in its suo-moto proceedings against the Company in respect of the saidscheme as sanctioned by the Hon'ble High Court at Calcutta vide its order dated 17thApril 2013 has held that the above arrangement needs prior approval of the Commissionunder section 17(4) of the Electricity Act 2003 and in absence of such prior approvalthe Commission has held the said scheme as void as a licensee. The said order of theCommission has been challenged by the Company before the Hon'ble High Court at Calcuttaand the single member bench of Hon'ble High Court at Calcutta has quashed the said orderdated 07th July 2014 and the impugned letter 12th March 2014 read with letter dated 01stApril 2014 by allowing the Writ Application.

Thereafter WBERC has preferred an appeal before the Division Bench seeking stay ofthis single Bench order which was rejected. The matter is presently pending.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Financial Control System commensurate with the sizescale and complexity of its operations. The scope and authority of the Internal Audit isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit reports to the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates

the efficacy and adequacy of internal control system in your Company its compliancewith the operating systems accounting procedures and policies of your Company. Based onthe report of Internal Audit corrective action are undertaken in their respective areasand thereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee.

The Board had laid down Internal Financial Controls to be followed by your Company andsuch controls are adequate and were operating effectively. The Board has also reviewed theinternal control over financial reporting put in place to ensure that the accounts of yourCompany are properly maintained and that the accounting transactions are in accordancewith the prevailing laws and regulations. In conducting such reviews the Board found nomaterial discrepancy or weakness in your Company's internal control over financialreporting.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Your Company maintained healthy cordial and harmonious industrial relations throughoutthe year under review. There were 569 numbers of permanent employees on the rolls of yourCompany as on 31st March 2016.

Statements of disclosure of remuneration in terms of the provisions of Section 197 ofthe Act read with Rule 5(1) and Rule 5(2) & (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are attached to this Report as AnnexureV & Annexure VI respectively.

TRAINING

Your Company in its endeavour to improve knowledge skill and attitude of its humancapital had undertaken focussed training & development programs encompassingemployees from every level and function. Reputed trainers and industry experts hadconducted exhaustive interactive sessions leadership transformational programs usingtraditional experiential tools as well as usage of Online platform like 'Coursera'.Employees were also nominated to participate in seminars workshops and developmentprogrammes aimed at increasing awareness on latest developments industry trends and bestpractices in order to increase efficiency and productivity.

SALES AND MARKETING

Your Company intends to become the most preferred electricity utility in the licensearea by way of enhancing further elevating customer experience and offering extremelyattractive value proposition.

Your Company has started the process of centralising the call center operation. It isexpected the new call center will come into operation in the second quarter of the comingfinancial year.

Your Company has also undertaken the project of providing traction power to IndianRailways thereby becoming first private utility to supply traction power to IndianRailways.

PROJECTS

Your Company's capital expenditure plans are to undertake with the objective ofensuring better quality and reliability of supply to its consumers augmenting powerdelivery infrastructure to cater to increasing demand reduction of technical lossesimproving its operational efficiencies and developing self sufficiency in generation tomeet the emerging challenges of increasing competition in the future.

Your Company's investment in J.K. Nagar 220/33 kV substation has resulted in connectingyour Company's network to State Grid and has opened wide vistas for savings in procurementcost and opportunities for further growth through acquisition of new consumers.

In this endeavor your Company through reasoned investments has been able to provideuninterrupted and quality power in its Licence Area.

Your Company has envisaged various short and long term plans for increasing itsgeneration base and augmenting its existing distribution network and details of which havebeen provided in the section of Management Discussion & Analysis which is in additionto this report.

CORPORATE GOVERNANCE

As a good corporate citizen your Company is committed to sound corporate practicesbased on conscience openness fairness and accountability in building confidence of itsvarious stakeholders in it thereby paving the way for its long term success. Pursuant toRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Report on Corporate Governance along with Certificate from the Auditors of yourCompany regarding compliance with the requirements of Corporate Governance are annexed tothis Report as Annexure VII.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement containing the details relating to conservation of energy technologyabsorption foreign exchange earnings and outgo prescribed under Section 134(3)(m) of theAct read with the Companies (Accounts) Rules 2014 is annexed to this Report as AnnexureVIII.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 as on 31st March 2016 as provided under Section92(3) of the Act is annexed to this Report as Annexure IX.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by your Company during thefinancial year under review with the related parties were in the ordinary course ofbusiness and on an arm's length basis. During the year 2015-16 the Company has notentered into any contract / arrangement / transaction with related parties which could beconsidered material under purview of the Section 188(1) of the Act. Accordingly notransactions are being reported in Form AOC - 2 in terms of Section 134 of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014. Members may refer to the Notes to theFinancial Statements for details of the related party transactions.

Your Company has in place a Related Party Transaction Policy duly approved and adoptedby the Board of Directors on materiality of related party transactions and on dealingwith such transactions. The said policy may be accessed on the Company's website at thefollowing link: http:.www.indiapower.com/pdf/Policies_website.pdf

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Your Company being an infrastructure company is exempted from the provisions asapplicable to loans guarantees and securities under Section 186 of the Act. The detailsof investments are provided in the schedules to the Standalone Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant / material orders passed by the Regulators / Courts/ Tribunalsimpacting the going concern status of your Company and its future operations.

ACKNOWLEDGEMENT

The Board of Directors is pleased to acknowledge and place on record its sincereappreciation for the guidance cooperation and encouragement extended to the Company bythe Ministry of Power Hon'ble West Bengal Electricity Regulatory Commission variousMinistries of the Central and State Governments particularly the Power Departments StateDiscoms National and State Transmission Companies West Bengal Green Energy DevelopmentCorporation Limited Damodar Valley Corporation Contractors Fuel Suppliers PowerExchanges Department of Public Enterprises SEBI Stock Exchanges and other concernedGovernment departments/agencies of the Central and State Governments.

The Board also conveys its gratitude to the Shareholders Banks Financial Institutionsand Credit Rating Agencies for the continued trust and confidence reposed by them in theCompany. The Board would also like to convey their gratitude to the consumers for theirunwavering patronage. The Board would also like to place on record their appreciation forthe untiring efforts and contributions made by the employees of your Company to ensureexcellent all round performance of your Company.

On behalf of the Board
Hemant Kanoria
Kolkata Chairman
5th August 2016 DIN: 00193015