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National Wind Power Corporation Ltd.

BSE: 531077 Sector: Infrastructure
NSE: NEPCPAPER ISIN Code: INE471B01013
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National Wind Power Corporation Ltd. (NEPCPAPER) - Director Report

Company director report

Dear Members

Your Directors are pleased to present to you the 22nd Annual Report of NATIONAL WINDPOWER CORPORATION LIMITED with the audited statement of accounts for the year ended31.03.2016.

1. Financial Performance

During the year the performance of the company has remained satisfactory. The brieffinancial highlights are as follows.

(Rs in lakhs)

Particulars Year ended 31-03-2016 Year ended 31-03-2015
Income from Operations
Other Income
Operating Expenses 0.84 0.81
Erosion & obsolescence of Assets
Depreciation
Profit / (Loss) before Tax (0.84) (0.81)
Provision for taxation
Profit / (Loss) after Tax (0.84) (0.81)
Balance brought forward from previous year (5698.27) (5697.45)
Transfer from General Reserve
Profit / (Loss) carried forward to Balance Sheet (5699.11) (5698.26)

2. Reserves

Since there is no profit in the Company the directors do not propose to transfer anyamount to reserves during the year.

3. Dividend

The Directors do not recommend any dividend for the year ended 31.03.2016 in view ofthe accumulated losses incurred by the Company.

4. Deposits

The Company has not accepted or renewed any public deposits during the financial year2014-15.

5. Composition and Number of meetings of Board

The Board presently consists of two executive Directors Two independent Directors andone Woman Director. During the year the Company has appointed two Additional Directorsviz. Mrs. Shivani Devi (DIN 03553773) and Mr. N.C. Agarwal (DIN 07233624) to hold officetill the forthcoming Annual General Meeting.

6. Board Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. TheBoard met 4 times during the year the details of which are given in the CorporateGovernance Report that forms part of this Annual Report.

7. Declaration by Independent Directors

The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he meets the criteria ofindependence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 andSEBI (LODR) 2015.

8. Auditors

Mr. A. Nageswaran Chartered Accountant has been appointed as Statutory Auditor in thecalendar year 2014 for a period of five years and his appointment was ratified at the last

General Meeting and he holds office till the Company's forthcoming Annual GeneralMeeting. The same needs your ratification for his continuation in office for a furtherperiod of one year from the close of fourth coming Annual General Meeting till the nextAnnual General Meeting. The consent and eligibility letter to act as Auditors of thecompany has been received by the company from the said Auditors.

The observations made in Auditors' Report are self explanatory and do not call for anyclarification.

9. Secretarial Audit Report

Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form.

The Board has appointed Mr. V. Nagarajanas Secretarial Auditor to conduct SecretarialAudit of the Company for Financial Year 2016-17.

With reference to the observations in Secretarial Audit Report stating that the companyhas not paid the listing fees and other fees the company is strictly in process ofsettling the dues to the stock exchanges at earliest.

10. Loans guarantees or investments under section 186 of the Companies Act 2013.

The company does not attract the provisions of section 186 during the year.

11. Particulars of Contracts or Arrangements with Related Parties

During the year under review there are no related party transactions. Hence thestatement in prescribed Form AOC-2 is not applicable for the year under review.

12. Vigil Mechanism

The Company has a formal mechanism for all Directors employees and vendors of theCompany to approach the Chairman of the Audit Committee of the Board and make protectivedisclosures about the unethical behavior actual or suspected fraud or violation of theCode of Conduct.

13. Foreign Exchange Earnings and Outgo Conservation of Energy and TechnologyAbsorption.

There are no Foreign Exchange earnings or outgo during the year.

14. Policy on Corporate Social Responsibility

During the year under review the company does not meet the turnover and net profitcriteria as mentioned under Section 135 relating to Coiporate Social Responsibility.

15. Disclosure relating to remuneration of employees

Since the company has not paid any remuneration to Directors the company does notattract the provisions of sub rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 relating to above said disclosure during the year2014-15.

16. Disclosure relating to employees posted and working in a country outside India notbeing directors or their relatives

The Company presently does not have any employee working in a country outside India.

17. Directors' Responsibility Statement :

Pursuant to section 134(3) (c) and (5) of the Companies Act 2013 with respect toDirectors' Responsibility Statement it is hereby confirmed that:

a) the Company has followed the applicable accounting standards in the preparation ofthe annual accounts for the year ended 31-03-2016 and there is no material deviation fromthe previous year.

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 for the year ended 31st March 2016 andof the profit for the year ended 31st March 2016.

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities and;

d) the Directors have prepared the annual accounts of the company on a going concernbasis.

e) the Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively

18. Extract of Annual Return

Pursuant to the provisions of sub-section (3) of Section 92 of the Companies Act 2013read with Rule 12 of the Companies (Management & Administration) Rules 2014 anextract of the Annual Return of the Company for the year ended 31st March 2016 has beengiven in the prescribed Form MGT-9 as Annexure- B.

19. Disclosure under the Sexual Harassment of Woman at Workplace (PreventionProhibition And Redressal) Act 2013

The Company has put in place an Anti-Sexual Harassment mechanism in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act2013. The Company has not received any complaint of sexual harassmentduring the year 2014-15.

20. Human Resources

Your Company has successfully aligned human capital with business and organizationalobjectives. The emphasis has been on team work skill development and development ofleadership and functional capabilities of the employees.

21. Statement on Development and Implementation of Risk Management Policy

The company does not have any policy as such on Risk Management. However the companyshall deal with the risk as a challenge and will come upto the expectations of theshareholders and society at large.

22. Subsidiaries Joint Ventures and Associates

The company presently does not have any subsidiary or Joint Venture and Associate.

23. Acknowledgement :

The Directors are thankful to the shareholders Employees Central and State Governmentbodies. Banks. Financial Institutions and Customers at large for their continued supportand confidence reposed with the Company.

For and behalf of the Board
Raj Kumar Tirupathi Kumar
Director Director
Place : Chennai K Gupta N Shivani Devi
Date : 29.07.2016 Director Director Director