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Kalpataru Power Transmission Ltd.

BSE: 522287 Sector: Infrastructure
NSE: KALPATPOWR ISIN Code: INE220B01022
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OPEN 353.65
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VOLUME 14847
52-Week high 404.45
52-Week low 208.00
P/E 20.34
Mkt Cap.(Rs cr) 5,594
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 353.65
CLOSE 354.95
VOLUME 14847
52-Week high 404.45
52-Week low 208.00
P/E 20.34
Mkt Cap.(Rs cr) 5,594
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kalpataru Power Transmission Ltd. (KALPATPOWR) - Director Report

Company director report

TO

THE MEMBERS

Your Directors are pleased to present the 36th ANNUAL REPORT of yourCompany together with the Financial Statements including Audited Statement of Accounts forthe year ended March 31 2017.

FINANCIAL HIGHLIGHTS

(Rs in Crores)

? 2016-17 2015-16
Revenue from Operations 5010.74 4408.80
Profit before Depreciation Tax and amortization expenses 480.28 379.43
Less: Depreciation and amortization expenses 77.70 83.72
Profit before Tax 402.58 295.71
Tax Expense 133.50 103.28
Profit for the period 269.08 192.43
Other Comprehensive Income (net of tax)
Items that will be reclassified subsequently to Profit or Loss (4.23) 7.19
Items that will not be reclassified subsequently to Profit or Loss (1.04) (0.26)
Total Comprehensive Income for the period 263.81 199.36
Retained Earnings - Opening balance 1105.89 995.07
Add: Profit for the period 269.08 192.43
Less: Dividends including Dividend Tax - 54.94
Less: Transfer to Debenture Redemption Reserve 50.00 16.67
Less: Transfer to General Reserve 10.00 10.00
Retained Earnings - Closing balance 1314.97 1105.89

Note: The above figures are extracted from the Standalone Financialstatements as per Indian Accounting Standards (Ind AS). For the purpose of transition toInd AS the Company has followed the guidance prescribed in Ind AS 101 First-TimeAdoption of Indian Accounting Standards with April 1 2015 as the transition date andIGAAP as the previous GAAP.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification in theOfficial Gazette dated February 16 2015 notified the Indian Accounting Standards (Ind AS)applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAPprescribed under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies(Accounts) Rules 2014. For your Company Ind AS is applicable from April 1 2016 with atransition date of April 1 2015 and IGAAP as the previous GAAP.

The reconciliations and descriptions of the effect of the transitionfrom IGAAP to Ind AS have been provided in Note No. 30 in the notes to StandaloneFinancial Statements and Note No. 32 in the notes to Consolidated Financial Statements.

OPERATIONAL HIGHLIGHTS

The Standalone revenue of your Company increased by 13.65 % to Rs5010.74 Crores as against Rs 4408.80 Crores in the previous financial year. Total Exportrevenue (including overseas projects) was Rs 1995.12 Crores or approx. 39.82% of revenuesin financial year 2016-17.

The Standalone net profit for the year increased by 39.83% to Rs 269.08Crores as against Rs 192.43 Crores in the previous financial year.

Your Company has supplied 169571 MTs of Transmission Line Towers asagainst 146749 MTs in preceding year which is higher by 15.55%

Your company has a standalone order book in excess of Rs 9000 Croresexcluding fairly placed bids.

The consolidated revenue of your Company increased by 4.63% to Rs7629.15 Crores as against Rs 7291.74 Crores in the previous financial year.

The consolidated net profit for the year increased by 107.49% to Rs157.30 Crores as against Rs 75.81 Crores in the previous financial year.

There has been no change in the nature of business of your companyduring the year under review.

During the year under review your Company has issued and allotted1000 secured rated listed non-convertible redeemable taxable Debentures of the facevalue of Rs 10 Lakhs each aggregatingto Rs 100 Crores onaprivateplacement basis.

AWARDS & RECOGNITION:

A) Raipur Plant of your Company participated in India ManufacturingExcellence Awards (IMEA) 2016 conceptualized by Frost & Sullivan and received the"Silver Certificate of Merit - 2016."

B) your Company has received Certificate of Honour in the category ofLeading RE Developers - Biomass at Renewable Energy India awards - 2016.

C) Your Company has received Certificate of Appreciation from BakwenaTribal Administration for adopting excellent Environmental Practice during theconstruction of the 220 kv ISANG to Rakola Transmission Line Project of Botswana PowerCorporation.

D) Power Grid Corporation of India Limited (PGCIL) one of the majorclient of your Company declared awards for 2017. your Company has received "BestPerformance award - 2017" for early completion of 765 kv D/C Wardha-nizamabad Lineand "Runners up award - 2017" for maximum capitalization in Transmission linecategory.

TRANSMISSION BOOM PROJECT

Your Company has secured Fourth Transmission Line Project under tariffbased competitive bidding process during the year under review. The project scope involvesbuild own operate and maintain the transmission system for "North Eastern RegionStrengthening Scheme (NERSS-vI)". your Company needs to establish transmission systemfrom Imphal to new Kohima and new Kohima to new Mariani totaling to approximately line of253 kms. your Company has won this BOOM project with the levelized tariff of Rs 202.74Crores per annum.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOURCOMPANY

There are no material changes and commitments affecting the financialposition of your Company which has occurred between end of financial year of the Companyi.e. March 31 2017 and the date of Directors' Report i.e. May 19 2017.

DIVIDEND

Your Directors are pleased to recommend dividend for the year endedMarch 31 2017 @ Rs 2 (100%) per equity share of Rs 2 each in line with DividendDistribution Policy of the Company.

TRANSFER TO RESERVES

Your Company has transferred following amounts to various reservesduring the financial year ended March 31 2017:

Amount transferred to Amount in Rs Crores
General Reserve 10.00
Debenture Redemption Reserve 50.00

PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARIES ASSOCIATES ANDJOINT VENTURE COMPANIES

A report on the performance and financial position of each of thesubsidiaries associates and joint venture companies as per the Companies Act 2013 in theprescribed Form AOC-1 is annexed to Consolidated Financial Statements and hence notrepeated here for the sake of brevity. The brief details of the activities carried out byeach of the subsidiary associate and Joint venture Company of your Company is providedbelow.

f JMC Projects (India) Ltd. & its subsidiaries (JMC):

JMC is one of the leading construction companies in India certifiedunder ISO 9001:2015 (Quality Management) ISO 14000:2004 (Environment Management) and BSOHSAS 18001:2007 (Occupational Health & Safety). JMC has shown key role in nationbuilding and integrating cityscapes. It is engaged in building panoramic structures suchas public buildings housing institutions hospitals IT parks Infrastructure / AreaDevelopment highways flyovers factories power plants etc. JMC has expanded itshorizons by getting orders from global markets. JMC has a strong order book of approx. Rs7000 Crores. Your Company holds 67.19% equity shares of JMC.

JMC has executed 3 road BOOT projects through its Wholly OwnedSubsidiary Companies and 1 road BOOT project in Joint venture. All the four road BOOTprojects are now fully operational on full toll and full length basis. JMC through itswholly owned subsidiary is also engaged in the mining activity however during the yearunder review there is no operation in the said Subsidiary.

f Shree Shubham Logistics Ltd (SSLL):

SSLL undertakes an array of activities in the post-harvest value chainfor agri-commodities. The activities include warehousing procurement primary processingcollateral management funding facilitation funding testing & certification andpest management in relation to agricommodities. The activities are aimed at a widespectrum of market participants dealing in agri-commodities including farmers traders& aggregators government agencies banks and electronic commodities exchanges.Through the integrated business model SSLL believes that they are able to create value inthe post-harvest value chain. your Company holds 71.52 % equity shares of SSLL.

Punarvasu Financial Services Private Limited (PFSPL) (Formerly known as"Punarvasu Holding and Trading Company Private Limited") a Wholly OwnedSubsidiary (WOS) of SSLL is registered with Reserve Bank of India as Non-Banking FinancialInstitution classified as a Non-Banking Financial Company - Loan Company and is primarilyengaged in providing direct funding facilities to participants in the post-harvestagri-commodities. During the year under review PFSPL has also started its new product"Invoice Discounting".

f Energylink (India) Ltd. (EIL):

EIL is a Wholly Owned Subsidiary of your Company. EIL through its 100%subsidiary namely Saicharan Properties Limited (Saicharan) is implementing commercial cumresidential project in Indore (Project). Saicharan has started the construction activitiesand has launched the Project for sale.

f Amber Real Estate Ltd. (Amber):

Amber is a Wholly Owned Subsidiary of your Company. The premisesdeveloped as Thane IT Park in Maharashtra by Amber has been fully leased or sold out.

f Adeshwar Infrabuild Ltd. (Adeshwar):

Adeshwar was incorporated to venture into new areas of business whichcan be conveniently or advantageously run by company in the coming years which may includemining cement transmission and related activities etc. It is a Wholly Owned Subsidiaryof your Company.

f Kalpataru Satpura Transco Private Limited. (KSTPL):

KSTPL a Special Purpose Vehicle ("SPV") was incorporated toimplement DBFOT Project from Madhya Pradesh Electricity Board to build own operate andtransfer 240 kms 400 KV double circuit power transmission line between Satpura to Ashtain the state of Madhya Pradesh. The Company commenced commercial operations of the Projectin April 2015 and the Project is running successfully and the cumulative transmissionsystem availability has been above benchmarked PLF of 98%. The company would own projectfor 25 years with an option to extend the period for further period of 10 years asmutually agreed for which transmission license has been granted by Madhya PradeshElectricity Regulatory Commission (MPERC) for transmission of electricity from 2X250 MWextention units at Satpura TPH. It is a Wholly Owned Subsidiary of your Company.

f Kalpataru Metfab Private Limited (KMPL) (Formerly known as GestampKalpataru Solar Steel Structures Private Limited):

KMPL is a Wholly Owned Subsidiary of your Company. The Company was ajoint venture Company for manufacturing of steel structures for solar power panel. Sincethe joint venture could not succeed in continuing the business activity the joint venturewas terminated last year. During the year under review KMPL has changed its businessactivity from manufacturing of solar energy equipment's and related businesses tomanufacturing of Tower parts structures and related businesses.

f Alipurduar Transmission Limited (ATL):

ATL a SPV Company was incorporated to establish Transmission SystemStrengthening in Indian System for transfer of power from New HEP's in Bhutan on BOOMbasis ("Project"). ATL will own the Project for 35 years from scheduled COD. ATLhas achieved Financial closure for its Transmission Line Project during the year underreview. The Project is progressing well and is expected to be commissioned on time. ATL isa Wholly Owned Subsidiary of your Company.

f Kohima-Mariani Transmission Limited (KMTL):

KMTL was incorporated as a SPV Company by PFC Consulting Limited(PFCCL) to establish Transmission System for "North Eastern Region StrengtheningScheme (NERSS-VI)" on BOOM basis (Project). KMTL will own the Project for 35 yearsfrom scheduled COD. Since your Company has secured this Project under tariff basedcompetitive bidding process your Company has acquired KMTL which is SPV Company for theProject from PFCCL on March 31 2017. KMTL is a Wholly Owned Subsidiary of your Company.

f Kalpataru Power Transmission USA INC. (KPT USA):

KPT USA was incorporated to increase focus on American markets withlocal presence. It is a Wholly Owned Subsidiary of your Company.

f Kalpataru Power Transmission (Mauritius) Ltd. (KPTML):

KPTML was incorporated to engage in investment holding activities. Itis a Wholly Owned Subsidiary of your Company.

KPTML has a 100% Wholly Owned Subsidiary in Dubai namely KalpataruPower DMCC UAE. The company was formed with the purpose of carrying out General tradingactivities Pipes & Fittings Trading and Metal Alloys Trading.

• LLC Kalpataru Power Transmission Ukraine (KPT Ukraine):

KPT Ukraine was incorporated to explore & execute PowerTransmission contracts in Ukraine. It is a Wholly Owned Subsidiary of your Company.

• Kalpataru Power Transmission Nigeria Limited (KPTL Nigeria)

KPTL Nigeria was incorporated to explore the Power Transmission marketin Mgeria. It was a Wholly Owned Subsidiary of your company. The Company has closed KPTLMgeria since there was hardly any extra benefit of having local presence in Nigeria.

• Kalpataru SA (Proprietary) Ltd. (KPTL SA):

KPTL SA was formed in South Africa to bid for EPC Power Transmissionjobs in South Africa as local Company. It was a Wholly Owned Subsidiary of your Company.Your Company has closed KPTL SA during the year under review since there was hardly anyextra benefit of having local presence in South Africa.

• Kalpataru IBN Omairah Company Limited (KPTL- IOC LLC):

KPTL- IOC LLC was incorporated as a Subsidiary and Joint ventureCompany between your Company and IBN Omairah Contracting Company Limited in the Kingdom ofSaudi Arabia in which your Company holds 65% stake. The Company has been formed toundertake and execute overhead Transmission Lines and / or substation projects on turnkeybasis in Kingdom of Saudi Arabia.

• Jhajjar KT Transco Private Limited (Jhajjar KT):

Jhajjar KT is a Joint venture Company in which your Company holds49.72% stake.

Jhajjar KT is a SPv Company with an exclusive right and authority toconstruct operate maintain and transfer the 400kv / 200kv Transmission Lines &Sub-stations (Transmission System) in the state of Haryana on Design Build FinanceOperate and Transfer (DBFOT) basis and provide transmission system services for a periodof 25 years with an option to extend the period for further period of 10 years mutuallyagreed for which transmission license has been granted by Haryana Electricity RegulatoryCommission (HERC) for transmission of electricity from 2X660 MW Thermal Power Plant atJhajjar. The Project is running successfully and the cumulative transmission systemavailability has been above benchmarked PLF of 98% for almost entire year under review.

During the year under review Kohima-Mariani Transmission Limited havebecome subsidiary company of your Company.

During the year under review no new Company has become AssociateCompany of your Company.

During the year under review no Company have ceased to be SubsidiaryCompany Associate Company or Joint venture Company of your Company except Kalpataru SA(Proprietary) Ltd. South Africa which was de-registered. Further Kalpataru PowerTransmission Nigeria Limited was voluntary wound up during the year under review to beeffective from expiry of 3 months from January 12 2017.

Accordingly as on the date of this Report your Company have 20 directand indirect subsidiaries and 2 joint venture Companies. The statement pursuant to Section129 (3) of the Companies Act 2013 containing details of these subsidiaries and Jointventure Companies forms part of the Annual Report.

As per section 129 of the Companies Act 2013 your Company has placedConsolidated Financial Accounts before the members for its approval. Since theConsolidated Financial Accounts are being approved by the Members your Company has notattached the individual Annual Report of each of the Subsidiary Company with this AnnualReport. However your Company will make available the Annual Accounts of the SubsidiaryCompanies and the related detailed information to any Members of the Company who may beinterested in obtaining the same. The Annual Accounts of the Subsidiary Companies are alsouploaded on the website of the Company i.e. www.kalpatarupower.com and will also be keptopen for inspection at the Registered Office of your Company and that of the respectiveSubsidiary Company.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited ConsolidatedFinancial Statements pursuant to Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Consolidated Financial Statementspresented by your Company include the financial results of its Subsidiary CompaniesAssociate and Joint venture Companies.

DIRECTORS

Ms. Anjali Seth (DIN: 05234352) erstwhile Non-Independent Director ofthe Company resigned from the Board of Directors of the Company w.e.f. closing businesshours of May 18 2017 and consequent thereafter based on the recommendations ofNomination and Remuneration Committee the Board has appointed Ms. Anjali Seth (DIN:05234352) as an Additional Director in the category of Independent Director for a periodof 3 (three) years w.e.f. May 19 2017.

The Board of Directors based on recommendation of Nomination andRemuneration Committee has also appointed Mr. Subodh Kumar Jain (DIN: 07085318) as anAdditional Director in the category of Non-Executive Director w.e.f. May 19 2017 on arotational basis.

Pursuant to Section 161 of the Companies Act 2013 and Articles ofAssociation of the Company Ms. Anjali Seth and Mr. Subodh Kumar Jain holds office uptothe date of the ensuing Annual General Meeting. Your Company has received notice underSection 160 of the Companies Act 2013 along with the requisite deposit proposingappointment of Ms. Anjali Seth and Mr. Subodh Kumar Jain as Directors of the Company.

The Board of Directors of your Company at its meeting held on March 282017 and at the recommendation of Nomination and Remuneration Committee appointed Mr.Mofatraj P. Munot as an Executive Chairman of the Company for a period of 5 years w.e.f.April 1 2017 in terms of the provisions of the Companies Act 2013 which is subject toapproval of shareholders of the Company and all other statutory approvals.

The Board of Directors of your Company at its meeting held on March 282017 at the recommendation of Nomination and Remuneration Committee re-designated Mr.Manish Mohnot as a Managing Director & Chief Executive Officer of your Company.

The Members of the Company at the Annual General Meeting held on August12 2016 has appointed Mr. Imtiaz I. Kanga (Din: 00136272) as Director of your Companyliable to retire by rotation.

Mr. Mahendra G. Punatar Independent Director of your Company resignedfrom the Board w.e.f. February 20 2017 due to persistent health problem.

Your Company has received declarations from all the IndependentDirectors confirming that they meet with the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 and under Regulation 16 (1) (b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Further pursuant toSection 164(2) of the Companies Act 2013 all the Directors have provided declarations inForm DIR- 8 that they have not been disqualified to act as a Director.

In terms of Section 152 of the Companies Act 2013 Mr. Manish Mohnot(DIN: 01229696) being the longest in the office shall retire at the ensuing AGM and beingeligible for re-appointment offers himself for reappointment.

A brief resume of Directors being appointed along with the nature oftheir expertise their shareholding in your Company and other details as stipulated underRegulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is appended as an annexure to the Notice of the ensuing Annual GeneralMeeting.

BOARD MEETINGS

The Board met Six (6) times during the financial year ended on March31 2017. The dates on which the Board Meetings were held are May 2 2016 May 28 2016August 12 2016 November 14 2016 February 14 2017 and March 28 2017.

The number of Meetings of the Board that each Director attended isprovided in the Report on Corporate Governance.

COMMITTEES

Your Company has several Committees which have been established as apart of best corporate governance practices and are in compliance with the requirements ofthe relevant provisions of applicable laws and statues.

The Board has constituted following Committees.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder's Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Share Transfer Committee

• Executive Committee

The details with respect to the compositions powers roles terms ofreference etc. of relevant Committees are given in detail in the ‘Report on CorporateGovernance' of your Company which forms part of this Annual Report. The dates on whichMeeting of Board Committees were held during the financial year under review and thenumber of Meetings of the Board Committees that each Director attended is provided in the‘Report on Corporate Governance'. The minutes of the Meetings of all Committeesare circulated to the Board for discussion / noting / ratification.

All recommendation of the Audit Committee was accepted by the Board ofDirectors of the Company.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Manish Mohnot Managing Director & Chief Executive Officer Mr.Kamal Kishore Jain Director (Finance) & Chief Financial Officer and Mr. Rahul ShahCompany Secretary of your Company are the Key Managerial Personnel (KMP) as per provisionsof Companies Act 2013.

FIXED DEPOSITS

your Company has not accepted any fixed deposits from the public as perthe provisions of Section 73 to 76 of the Companies Act 2013. Hence the disclosuresrequired as per Rule 8 (5) (v) & (vi) of the Companies (Accounts) Rules 2014 are notapplicable to your Company.

CORPORATE GOVERNANCE

Your Company believes that sound Corporate Governance is critical forenhancing and retaining stakeholder's trust and your Company always seeks to ensurethat its performance goals are met accordingly. The efforts of your Company are alwaysfocused on long term value creation. Inherent to such an objective is to continuouslyengage and deliver value to all its stakeholders including members customers partnersemployees lenders and the society at large.

A separate section on Corporate Governance followed by your Company asstipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Report. The Report on CorporateGovernance also contains certain disclosures required under Companies Act 2013.

A certificate from M/s. Deloitte Haskins & Sells CharteredAccountants confirming compliance to the conditions of Corporate Governance as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedto Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on Management Discussion and Analysisoutlining the business of your Company forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has formed the CSR Committee as per the requirement of theCompanies Act 2013. On recommendation of CSR Committee the Board of Directors' ofyour Company has approved the CSR Policy which is available on the website of your Companyat www.kalpatarupower.com. The brief outline of the Corporate Social Responsibility (CSR)Policy of your Company and the initiatives undertaken by your Company on CSR activitiesduring the year are set out in Annexure A of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014.

VIGIL MECHANISM

The details of establishment of Vigil mechanism ("Whistle BlowerPolicy") is given in the ‘Report on Corporate Governance' of the Companywhich is annexed to this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

STATUTORY AUDITOR AND AUDITORS' REPORT

M/s. Deloitte Haskins & Sells (Firm Registration No. 117365W)Chartered Accountants have been appointed as Statutory Auditor's of the Company at thethirty third Annual General Meeting held on September 27 2014 to hold office from theconclusion of thirty third Annual General Meeting (AGM) till the conclusion of the thirtyseventh Annual General Meeting of the Company subject to ratification by the membersannually. Accordingly ratification of appointment of Statutory Auditor's is being soughtfrom the members of the Company at the ensuing AGM. In this regard your Company hasreceived a certificate from the Statutory Auditor's to the effect that appointment ifratified it would be in accordance with the provisions of Section 141 of the CompaniesAct 2013. Statutory Auditor's comments on your Company's accounts for year endedMarch 31 2017 are self-explanatory in nature and do not require any explanation as perprovisions of Section 134(3)(f) of the Companies Act 2013.

There were no qualifications reservation or adverse remark ordisclaimer made by Statutory Auditor's in its report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013your Company had appointed Mr. Urmil Ved Practising Company Secretary Gandhinagar asits Secretarial Auditor to conduct the Secretarial Audit of your Company for FY 2016-17.The Report of the Secretarial Auditor for the FY 2016-17 is annexed to this report asAnnexure B.

There were no qualifications reservation or adverse remark ordisclaimer made by Secretarial Auditor in its report.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act 2013read with Rule 14 of the Companies (Audit and Auditors) Rules 2014 the cost records inrespect of Electricity and Steel business needs to be audited. In compliance to the abovethe Board of Directors upon the recommendation of the Audit Committee appointed M/s. K.G. Goyal & Associates Cost Accountants as the Cost Auditor of your Company for theFY 2016-17.

RISK MANAGEMENT FRAMEWORK

Your Company has reviewed the existing risk framework with the help ofexperts and has implemented Risk Management framework wherein all material risks faced byyour Company are identified and assessed. For each of the risks identified correspondingcontrols are assessed and policies and procedures are put in place for monitoringmitigating and reporting of risk on a periodic basis. Your Company has established theStandard Operating Procedures and reviews the same on regular basis in light of theamendment and / or re-enactment of various statutes and business scenarios. The RiskManagement Committee reviewed the Company's risk management practices and activitiesfrom time to time.

PARTICULARS OF REMUNERATION

A. The ratio of the remuneration of each director to the medianemployee's remuneration and other details in terms of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are forming part of this report as Annexure C1.

B. The statement containing particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate annexureforming part of this report. However the Annual Report is being sent to the membersexcluding the said annexure. In terms of Section 136 of the Act the said annexure is openfor inspection at the Registered Office of your Company. Any member interested inobtaining a copy of the same may write to the Company Secretary.

PERFORMANCE EVALUATION

The criteria for performance evaluation and the statement indicatingthe manner in which formal annual evaluation has been made by the Board are given in the'Report on Corporate Governance' which forms part of this Annual Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR

Your Company‘s Policy on remuneration for the Directors' KeyManagerial Personnel and other employees and Company's policy on Directors'appointment including criteria for determining qualifications positive attributesindependence of a director and other matters as required under sub-section (3) of Section178 of the Companies Act 2013 is available on the website of your Companywww.kalpatarupower.com. There has been no change in the policy since last financial year.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEINFLOW & OUTFLOW

Information required under Section 134 Rule (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed hereto asAnnexure D and forms part of this Report.

DIVIDEND DISTRIBUTION POLICY

In terms of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) (Second Amendment) Regulations 2016 your Company hasformulated Dividend Distribution Policy and the same is annexed to this report as AnnexureE and is also available on the website of the Company i.e. www.kalpatarupower.com

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) ofSection 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 the extract of the Annual Return as at March 31 2017 formspart of this report as Annexure F.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the standalone financialstatement (Please refer to Note No. 44 to the Standalone Financial Statements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the financialyear were on arm's length basis. There were no material related party transactionsi.e. transaction / transactions entered into individually or taken together with previoustransactions entered during the financial year exceeds ten percent of the annualconsolidated turnover of the company as per the last audited financial statements enteredby your Company with its Related parties which may have a potential conflict with theinterest of your Company.

All Related Party Transactions are placed before the Audit Committeefor approval in terms of requirement of Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The policy on materiality of Related Party Transactions is uploaded onthe website of your Company and the link for the same is provided in the ‘Report onCorporate Governance'.

Attention of Members is drawn to the disclosure of transactions withrelated parties set out in Note No. 48 of Standalone Financial Statements forming part ofthe Annual Report.

STOCK OPTIONS

Your Company does not have any stock options schemes.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION Prohibition AND REDRESSAL) ACT 2013

Your Company has zero tolerance towards any action on the part of anyexecutive which may fall under the ambit of ‘Sexual Harassment' at workplace andis fully committed to uphold and maintain the dignity of every women executive working inyour Company. The Sexual Harassment Policy provides for protection against sexualharassment of women at workplace and for prevention and redressal of such complaints.

There were no complaints pending as on the beginning of the financialyear and no new complaints were filed during the financial year under review.

POLICY ON CODE OF CONDUCT AND ETHICS

As an organization your Company places a great importance in the waybusiness is conducted and the way each employee performs his/her duties. Your Companyencourages transparency in all its operations responsibility for delivery of resultsaccountability for the outcomes of our actions participation in ethical businesspractices and being responsive to the needs of our people and society. Towards this endyour Company has laid down a Kalpataru Code of Conduct ("KCoC") applicable toall the employees of your Company and conducted various awareness sessions across theCompany. The Code provides for the matters related to governance compliance ethics andother matters.

SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY

No significant and material orders were passed by the regulators orcourts or tribunals impacting the going concern status and your Company's operationin future.

STATEMENT OF DIRECTORS' RESPONSIBILITY

Pursuant to requirement under Section 134(3)(c) of the Companies Act2013 (Act) Directors' confirm that:

(a) in the preparation of the annual accounts for the year ended onMarch 31 2017 the applicable accounting standards read with requirement set out underSchedule III to the Act have been followed and there are no material departures from thesame;

(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2017 andof the profit of the Company for the year ended on that date;

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

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively and

(f) they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and external consultants including audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe board is of the opinion that the Company's internal financial controls wereadequate and effective during FY 2016-17.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the FinancialInstitutions Banks Government and Regulatory Authorities JV Partners' ConsortiumPartners' Customers Vendors Sub-Contractors and Members and all other stakeholdersfor their valuable sustained support.

Your Directors place on record their deep appreciation to employees atall levels for their hard work dedication and Commitment. The enthusiasm and unstintingefforts of the employees have enabled your Company to remain as one of the top industryleader. Your Directors also appreciate and acknowledge the confidence reposed in them bymembers of the Company.

On behalf of the Board of Directors
Mofatraj P. Munot
Place: Mumbai Executive Chairman
Date: May 19 2017 DIN: 00046905