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Indian Energy Exchange Ltd.

BSE: 540750 Sector: Others
NSE: IEX ISIN Code: INE022Q01020
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OPEN 800.75
PREVIOUS CLOSE 792.85
VOLUME 277316
52-Week high 819.00
52-Week low 181.00
P/E 101.89
Mkt Cap.(Rs cr) 23,872
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 800.75
CLOSE 792.85
VOLUME 277316
52-Week high 819.00
52-Week low 181.00
P/E 101.89
Mkt Cap.(Rs cr) 23,872
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indian Energy Exchange Ltd. (IEX) - Director Report

Company director report

Dear Shareholders

Your Directors have the pleasure in presenting the 15th (Fifteenth) Annual Report ofthe Company together with the Audited Financial Statements (Standalone and Consolidated)and the Auditors' Report for the financial year ended March 31 2021.

1. FINANCIAL RESULTS

The Standalone and the Consolidated Financial Statements for the financial year endedMarch 31 2021 forming part of this Annual Report have been prepared in accordance withthe Companies Act 2013 (the “Act”) and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (the‘Listing Regulations').

The Company's financial performance for the year ended March 31 2021 is summarisedbelow:

Particulars Standalone Consolidated
2020-2021 2019-2020 2020-2021 2019-2020
Revenue from operations 31711.38 25703.11 31785.06 25713.11
Other Income 4027.17 4012.11 3838.04 4026.95
Total Revenue 35738.55 29715.22 35623.10 29740.06
Less: Total Expenditure 7559.02 6936.59 8578.17 7178.13
Profit before tax 28179.53 22778.63 27044.93 22561.93
Less: Provision for Tax 6830.71 4987.02 6501.81 4990.14
Profit after tax (A) 21348.82 17791.61 20543.12 17571.79
Other comprehensive income for the year net of income tax (B) 25.46 (40.12) 18.72 (40.12)
Total comprehensive income for the year (A+B) 21374.28 17751.49 20561.84 17531.67
Profit for the year attributable to:
Shareholders of the Company - - 20609.33 17571.79
Non-controlling interests - - (66.21) -
Earnings per equity share [face value .1/- per share]
Basic ( ) 7.15 5.96 6.91 5.89
Diluted ( ) 7.15 5.96 6.90 5.89

Your Company has sustained and maintained its leadership position in the power Exchangeindustry in India during the FY 20-21.

The company's performance during Financial Year 2020-21 on a standalone andconsolidated basis were as follows –

A. On standalone basis

Your Company's standalone revenue was Rs. 35738.55 lakhs against Rs. 29715.22 lakhsin the previous year. Profit before tax stood at Rs. 28179.53 lakhs in FY 21 against Rs.22778.63 lakhs in FY 20; profit after tax for FY 21 was Rs. 21348.82 lakhs compared toRs. 17791.61 lakhs in the previous year.

B. Consolidated revenues

The consolidated financialsof the Company include financials of Indian Gas Exchange(IGX) a subsidiary of Indian Energy Exchange. As on March 31 2021 Indian EnergyExchange holds 53% stake in Indian Gas Exchange.

Since IGX was incorporated on November 06 2019 the corresponding financial results foryear ended March 31 2020 as contained in these consolidated annual financial resultscomprise IGX figures for the period from November 6 2019 to March 31 2020 only. YourCompany's consolidated revenue was Rs. 35623.10 lakhs in FY 21 in comparison with Rs.29740.06 lakhs in FY 20. The Company's profit after tax increased from Rs. 17571.79lakhs in FY 20 to Rs. 20543.12 lakhs in FY 21.

Highlights of Company's performance are discussed in detail in the ManagementDiscussion and Analysis Report (MDA) included in Annual Report as required under ScheduleV of the Listing Regulations.

2. COVID 19

During the last month of FY 2020 the COVID-19 pandemic developed rapidly globallythereby forcing the government to enforce complete lock-down since March 24 2020 ofalmost all economic activitiesexcept essential services which allowed to operate withlimited staff strength. For most part of the FY21 keeping in mind employees safety andwellbeing the Company continued its operations remotely; all employees were working fromWork from Home mode. There were Employee Well-Being sessions held to keep up the morale ofthe employees which included sessions on

Anxiety & Stress Management Music Therapy Meditation etc. All employees wereregularly connected and all support and guidance was extended to employees as needed by aCovid Support team created only for this purpose. We are also constantly pushing forvaccination of the employees and the company has agreed to bear the cost of vaccinationfor employees spouse children andparents. Further inlinewith Policy (“DDPolicy”) that balances the Company's philosophy to extend all possible support to itsemployees in challenging times like the current pandemic your

Company announced a Covid Bereavement Policy to provide much needed support to theemployees' family in the event of any untimely loss of employees' life due to Covid. Your

Directors are happy to share that there has been no impact of

Covid on the business operations and Exchange continued its operations 24X7 seamlessly.

3. Management's Discussion and Analysis Report

The Management Discussion and Analysis Report (“MDAR”) for the year underreview as prescribed under Part B of

Schedule V read with Regulation 34 of the Listing Regulationsreport.ispresentedinaseparatesection Certain Statements in the said report may be forwardlooking. Many factors may affect the actual results which could be different from whatthe Directors envisage in terms of the future performance and outlook.

4. Dividend

During the year the Company paid an interim dividend of

2.50/- (250%) per equity share of face value of 1 each for the financial year 20-21.The total pay-out was of 7488.91 Lakhs towards interim dividend. Further the Company hasTax not paid any amount towards the Dividend Distribution (“DDT”) for the saidinterim dividend as the provisions of the Income-tax Act 1961 (“the Act”)regarding DDT were amended by the Finance Act 2020 and as per the amended provisions thedividend income on or after 1st April 2020 has been made taxable in the hands of theshareholders. Accordingly the Company deducted tax at source (TDS) at the time of paymentof dividend in accordance with the provisions of the Act.

Your Directors are pleased to recommend a final Dividend of 1.50/- per equity share offace value of 1/- each for the year ended March 31 2021 amounting to a total payout of4493.34 Lakhs. The Dividend subject to the approval of Members at the Annual GeneralMeeting on Thursday 2nd September 2021 will be paid within the time period stipulatedunder The Companies Act 2013 (subject to deduction of Tax at source). The aggregatedividend for the year will amount to 4.00/- per share of 1/- each fully paid up (being400%).

5. Dividend DistributionPolicy

In compliance with the requirements of Regulation 43A of Listing Regulations yourCompany has a well-defined the Dividend Distribution dual objectives of rewardingshareholders through dividends whilst also ensuring availability of sufficient funds forgrowth of the Company. The policy is available on the website of the

Company and can be accessed through the following web link:https://www.iexindia.com/pdf/Dividend%20Distribution%20

Policy.pdf

6. Transfer to Reserves

The Board of Directors of your company has decided not to transfer any amount to theGeneral Reserves account for the year under review.

7. Changes in Share Capital

During the year under review there was no change in the

Authorized and Paid-up Share Capital of the Company. As on March 31 2021 theCompany's subscribed and paid-up equity capital stood at 2995.57 Lakh divided into299556511 equity shares of 1 each.

During the year under review the Company has neither issued any equity shares withdifferential voting shares (including sweat equity shares) to any of its employees underany scheme except as disclosed under the ESOP & RSU Annexures as part of this Report.

8. Subsidiaries Joint Ventures or Associate Companies

As on March 31 2021 Indian Gas Exchange Limited (“IGX”) was the onlysubsidiary of your Company. IGX is India's first automated national level Gas Exchangewhich works towards promoting and sustaining an efficient and robust Gas and to foster gastrading in the country. The exchange features multiple buyers and sellers to trade in spotand forward contracts at designated physical hubs. IGX is a neutral and transparentmarketplace where both buyers and sellers trade Gas as the underlying commodity.

Your Directors are pleased to share that the Petroleum &

Natural Gas Regulatory Board (the “PNGRB”) being the regulator for GasExchanges in India vide its letter dated December 02 2020 has granted an authorizationto IGX to set up and operate Gas Exchange as per the provisions of the Gas ExchangeRegulations 2020for a period of 25 years. IGX was incorporated as a wholly ownedsubsidiary on November 6 2019 with an initial Authorised Subscribed & Paid up ShareCapital of 2000 Lakh & 1000 Lakh comprising of 20000000 & 10000000 equityshares of 10 (Rupees Ten) each respectively.

After the Petroleum and Natural Gas Regulatory Board notified the PNGRB (Gas Exchange)Regulations 2020 Authorized Subscribed & Paid-up Share Capital of the IGX wasincreased to 7500 Lakh and 7387.50 Lakh comprising of 75000000 & 73875000equity shares of 10 (Rupees Ten) ely. Subsequently with the aim of developing respectiveach strengthening and expanding theGasmarketintheCountry egulations. your Companydivested the shareholding of IGX to various strategic partners like NSE InvestmentsLimited GAIL ONGC

Adani Torrent etc.

The Consolidated Financial Statements of the Company and its Subsidiary are prepared inaccordance with the applicable accounting standards issued by the

Accountants of India and forms part of this Annual Report.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Rule5 of the Companies (Accounts) Rules 2014 a statement containing the salient features ofthe financial statements of IGX in Form AOC-1 is attached to this Report as Annexure1.

The separate standalone financial statement of IGX is available on the website of theCompany and can be accessed at the below web-link: https://www.iexindia.com/Financials.aspx?id=loJ4nYlwLcs%3d&mid=Gy9kTd80D98%3d The Company will provide a copy of separateaudited financial statements in respect of its subsidiary to any shareholder of theCompany who asks for it and the said annual accounts will also be kept open for inspectionat the Registered Office of the

Company and that of the subsidiary company.

9. Related Party Transactions

All related party transactions during FY21 were at arm's length basis in the ordinarycourse of business and were in compliance with the applicable provisions of the Act theSEBI Listing and the Company's Policy on Related Party Transactions. All theseTransactions were reviewed and approved by the Audit and the Board of Directors of theCompany.

The Company had not entered into any contract / arrangement / transaction with relatedmaterial or which may have potential conflict with the interest of the Company hencethere is no information to be provided as required under section134(3) (h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014.Accordingly a nil disclosure of Related Party Transactions is annexed with this Report inForm AOC-2 as Annexure 2. All the Related Party Transactions are placed before theAudit Committee for its review on a quarterly basis. All Related Party Transactions aresubjected to an independent review by the Statutory and Secretarial Auditors of theCompany to establish compliance with the requirements of Related Party TransactionsundertheActandListing Members may refer to Note No. 46 of the Standalone financialstatement which sets out related party disclosures pursuant to

Ind AS.

Your Company has formulated the policy on materiality of related party transactions anddealing with related party transactions of Chartered which has been amended from time totime to comply with the necessary amendments of various enactments of law. The latestPolicy is uploaded on the website of the Company and can be accessed through the followingweb link: https://www.iexindia.com/pdf/IEX_POLICY_ON_MATERIALITY_AND_DEALING_WITH_RELATED_PARTY_ TRANSACTIONS.pdf The Policy intends to ensurethat proper approval reporting and disclosure processes are in place for alltransactionsbetween the Company and related parties. This Policy specifically deals withthe review and approval of Material Related Party Transactions keeping in mind thepotential or actual conflicts of may arise because of entering into these transactions.

10. Material changes and commitments if any

There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year of the Company andthe date of this Report. Further it is hereby confirmed that there has been no change inthe nature of business of the Company.

11. Directors and Key Managerial Personnel

Your Company has a well-diversified Board comprising of Directors having skillscompetencies and expertise in the areas of Finance Strategy Planning & PolicyDevelopment Information Technology Governance Risk and Compliance etc. to ensureeffective corporate governance and sustained commercial success of the Company.

The NRC is responsible for developing competency requirements for the Board based onthe industry and strategy of the Company. The Board composition analysis reflects in-depthunderstanding of the Company including its strategies operations financial conditionand compliance requirements. The Board has also reviewed the list of core skillsexpertise and competencies of the Board of Directors as are required in the context of thebusinesses and sectors applicable to the

Company which are mapped with each of the Directors on the

Board. The same is disclosed in the Corporate Governance

Report forming part of the Annual Report.

As on March 31 2021 the Board comprised of Six Directors out of which Three wereNon-Executive Independent Directors including One-woman Independent Director TwoNon-Executive Non-Independent Directors and One Executive

Director.

A. Changes in Directors

During the FY 20-21 there have been following changes in the positionof Directors ofthe Company:

Appointments: i. Mr. Satyanarayan Goel (DIN: 02294069) Chairman &Managing Director

The Company on abrupt resignation of Mr. Rajiv Srivastava MD & CEO of the Companyon August 24 2020 commenced the search process for new MD & CEO of the Company;however due to COVID and other factors the process could not get completed within thestipulated time frame of six months as provided under Section 203(4) of the Companies Act2013 to fill up the vacant positionof the whole-time key managerial personnel. Consideringthe factor that the search for new

Managing Director may take some more time till eases and things get normalize and theneed of the Company to have a leader for managing the business and affairs of the Companyon full time basis and to ensure compliance with Statutory requirements the Board ofDirectors of the Company on recommendation of the Nomination and Remuneration Committee(NRC) appointed Mr. Satyanarayan Goel the non Executive Chairman of the Board as theChairman cum Managing Director of the Company w.e.f. February 19 2021 till theapointment of new Managing Director.

The above appointment is subject to shareholders approval and the necessary resolutionsfor appointment has been included in the Notice convening the ensuing AGM. ii. Mr. AmitGarg (DIN 06385718) Non-Executive Non-Independent Director

Mr. Amit Garg was appointed as an Additional Director (Non-Executive Non-IndependentDirector) with effect from May 14 2020 and his appointment was regularised in the 14thAnnual General Meeting of the Company held on August 28 2020.

Cessations:

1. Mr. Ajeet Kumar Agarwal (DIN: 02231613) Non- Non-Independent Director on the Boardas the nominee of

REC Limited ceased to be Director of the Company with effect from June 1 2020 as aresult of withdrawal of his nomination by the REC Limited.

2. Mr. Rajiv Srivastava (DIN: 03568897) Managing Director & CEO of the Companyresigned from the Board of the Company on August 24 2020 due to personal reasons. TheCompany places on record its appreciation and gratitude towards valuable contributionsmade by Mr. Ajeet Kumar Agarwal and Mr. Rajiv Srivastava during their tenure as members ofthe Board.

Directors liable to retire by

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Amit Garg Director of the Company will be retiring byrotation at the asforthcoming Annual General Meeting (AGM) and being eligible offershimself for re-appointment. Necessary resolutionsfor re-appointment of aforesaid Directorhave been included in the Notice convening the ensuing AGM and details of the proposedre-appointment are mentioned in the explanatory statement of the Notice.

B. Change in KMP:

Following changes took place during the year: i. Mr. Satyanarayan Goel wasappointed as the Chairman Cum Managing Director of the Company with effect from February19 2021. ii. Mr. Rajiv Srivastava ceased to be MD & CEO of the Company wef August24 2020 and accordingly ceased to be the KMP of the Company from that date. Accordinglythe Key Managerial Personnel of the Company as on March 31 2021 are Mr. SatyanarayanGoel Chairman & Managing Director and Mr. Vineet Harlalka Chief Financial OfficerCompany Secretary and Compliance Officer. During the year under review the Non-ExecutiveDirectors (NEDs) of the Company had no pecuniary relationship or transactions with theCompany other than sitting fees commission and reimbursement of expenses incurred bythem if applicable for the purpose of attending Board/Committee meetings of the Company.

C. Declaration by Independent Directors

In terms of Section 149 of the Act and Regulation Regulations Ms. Sudha Pillai Prof.Kayyalathu Thomas Chacko and Mr. Tejpreet Singh Chopra are the Independent Directors onthe Board of your Company. The Company has received declarations from all the IndependentDirectors that they meet the criteria of independence as prescribed under Section149(6) ofthe Companies Act 2013 read with the Rules made thereunder Securities Exchange Board ofIndia (ListingObligations and Disclosure Requirements) Regulations

. 2015andtheCERC(PowerMarket)Regulations 2010 In terms of Regulation 25(8) of the haveconfirmed that they are not aware or situation which exists or may be reasonablyanticipated that could impair or impact their ability to discharge their duties. Basedupon the declarationsreceived from the Independent Directors the Board of Directors haveconfirmed that they meet the criteria of independence as mentioned under Section149(6) ofthe Act and Regulation 16(1)(b) of the Listing Regulations and that they are independentof the management. All Independent Directors have affirmed code of conduct for independentdirectors as prescribed in

Schedule IV of the Companies Act 2013 and the Code of Conduct for Directors and Seniormanagement personnel formulated by the Company.

A declaration on compliance with Rule 6(3) of the (Appointment and Qualification ofDirectors) along with a declaration as provided in the Notification dated October 222019 issued by the Ministry of Corporate Affairs (MCA) regarding the requirementrelating to enrolment in the Data Bank for Independent Directors has been received fromall the Independent Directors along with declaration made under Section 149(6) of theAct.

The Board of Directors of the Company has taken on record the declaration andconfirmation submitted Directors. In the opinion of the Board they fulfill ofindependence as specified in thereunder and are independent of the management.

D. Meetings of Board / Committees

During the year thirteen Board Meetings were held the composition and the details ofthe meetings of the Board and its Committees held during the year and the attendance ofthe Directors thereat is set out in the Corporate Governance

Report forming part of this Report.

E. Shiftingof Registered

of the Listing During the year the Company from Unit No. 3 4 5 & 6 FourthFloor TDI Centre Plot. No. 7 District Centre Jasola New Delhi-110025 to First FloorUnit No. 1.14(a) Avanta Business Centre Southern Park D-2 District confirming CentreSaket New Delhi 110017 and its corporate office from Unit No. 3 4 5 & 6 FourthFloor TDI Centre Plot. No. 7 District Centre Jasola South Delhi-110025 to Plot No.C-001/A/1 9th Floor Max Towers Sector 16 B Noida Gautam Buddha Nagar Uttar Pradesh201301 w.e.f. December 10 2020.

F.Policy on Boardthey Diversity and Director of any circumstances Attributesand Remuneration

Directors Key Managerial Personnel and Other Employees

In terms of the provisions of Section

Regulation 19 read Regulations the NRC is responsible for formulating the criteria fordetermining independence of a Director.

The NRC is also responsible for recommending to the Board compliancetothe a policyrelating to the remuneration Key Managerial Personnel and other employees. In line withthis requirement the Board has adopted the Policy to Promote Diversity on the Board ofDirectors which is provided in Annexure 3 to this Report and Nomination and

Remuneration Policy for Directors Key Managerial Personnel and other employees of theCompany which is reproduced in Annexure 4 to this Report.

The details of the Policy are made available on the Company's website atwww.iexindia.com.

G. Statement on Annual Evaluation made by the

Board of Directors

Your Company believes that the process of performance evaluation at the Board level isessential to its Board engagement and effectiveness. The Performance Evaluation

Policy of the Company is duly approved by the Board and

Nomination and Remuneration Committee of the Company. line with the PerformanceEvaluation Policy of the Company Annual Performance Evaluation was carried out for allthe Board Members for the Board and its Committees with specific functioningof thefocus performanceandeffective Board and its Committee.

Pursuant to the provisions of the Companies Act 2013 the SEBI (LODR) Regulations2015 and the Guidance Note on Board Evaluation issued by SEBI in January 2017 astructured Nomination and Remuneration Committee (NRC) after taking consideration thevarious aspects of the Board's functioning composition of the Board and its Committeesculture execution and performance of specific duties governance.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of criteria such as the board composition and structureeffectiveness board processes information and functioning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the Committee members onthe basis of criteria such as the composition of committees terms of reference ofcommittee effectiveness of meetings etc. The above criteria were broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017. The Nomination the performance of individual directors on the basis ofcriteria such as the contributionof the individual director to the Board and Committeemeetings like and be discussed meaningful and constructive contribution inputs inmeetings etc.

In a subsequent Board meetingthe performance of the Board its Committees andindividual Directors was also discussed.

Performance evaluation of Independent Directors was done by the entire Board excludingthe Independent Director being evaluated.

A statement indicating the manner in which formal annual evaluation of the Directorsthe Board and Board Committees has been made and the criteria for the same are set out in Annexure5 to this Report.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of the Executive Director and NEDs.

H. Particulars of Key Managerial Personnel and Employee Remuneration

Disclosure pertaining to remuneration and other details as required under Section 197(12) of 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure 6. A statement showingthe names and particulars of the employees falling within the purview of Rule 5(2) and5(3) of the aforesaid Rules are provided as part of this Report as

Annexure 7. None of the employees listed in the said Annexure are related to anyDirector of the Company.

12.obligations and Employee Stock Option Plan (ESOP) and

Restricted Stock Unit (RSU) a. ‘IEX Employees Stock Option Plan 2010' of (“ESOP2010”)

Your Company has ESOP 2010 to motivate and instil a sense of ownership among itsemployees. The Company's ESOP scheme is administered through a Trust route which acts asper instructionsof the Nomination and Remuneration Committee of the Company.

The disclosures pursuant to SEBI (Share Based Employee Benefits) Regulations Act 2013read with Companies (Share Capital and Debenture) Rules 2014 in connectionwith the ESOPScheme 2010 details andRemuneration Committee(NRC)reviewed are set out in Annexure 8to this Report.

b. ‘Indianonthe issuesto Energy Exchange Limited Restricted Stock UnitScheme 2019' (“IEX RSU SCHEME 2019”)

Your Company has ‘Indian Energy Exchange Limited Restricted Stock Unit Scheme2019' with a view to attract and retain key talents working in the capacity of seniormanagement with the Company by way of rewarding their performance and motivating them tocontribute to the overall corporate growth and profitability. The Scheme is administereddirectly by the Nomination and Remuneration Committee (“NRC”) of the Company.The Board is authorized to introduce offer issue and allot share-based incentives toeligible employees of the Company under this scheme. The maximum number of shares underscheme shall not exceed 600000 (Six Lakh Only) equity shares. These RSUs and stockoptions shall be exercisable within the period as approved by the Nomination andRemuneration Committee. The exercise price of the RSUs will be equal to the par value ofthe shares.

There is no change in the schemes and the aforementioned schemes are in compliance withSEBI (Share Based Employee Benefits)Regulations 2014 The disclosure for IEX RSU SCHEME2019 is set out in

Annexure 9 to this Report.

Further the Company has obtained a certificate from the statutory auditors of theCompany certifying that the ESOP 2010 and IEX RSU SCHEME 2019 have been implemented inaccordance with the SEBI (Share Based Employee Benefits) Regulation 2014 and inaccordance with the resolution by the members. The certificate will be placed at theensuing Annual General Meeting for inspectionby the members.

13. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the

Company the work performed by the internal statutory and secretarial auditors andexternal consultants including the audit of internal financial controls over financialreporting by the Statutory Auditors and the reviews performed by management and therelevant board committees including of the Audit Committee the Board is of the opinionthat the Company's internal financial controls were adequate and effective during FY21.

Pursuant to Section 134 (5) of the Companies Act 2013 the Directors to the best oftheir knowledge and ability state that: i. In the preparation of the Annual Accounts theapplicable Accounting Standards have been followed along with proper explanation relatingto material departure if any; ii. They have selected appropriate accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit of the Company for the financial year 20-21; iii.They have taken proper and sufficient care for the maintenance of adequate accounting withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; iv. They have prepared theAnnual Accounts on a going concern basis; v. They have laid down proper Internal FinancialControls to be followed by the Company and that such Internal Financial Controls areadequate and are operating effectively; and vi. Proper systems have been devised to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating

14. Reporting of Fraud by Auditors

During the year under section143(12) of the Companies Act 2013 neither the InternalAuditors Statutory Auditors nor Secretarial Auditors have reported to the Audit the Boardof the Company any material fraud by its officers or employees therefore no details arerequired to be disclosed under Section 134(3) (ca) of the Companies Act 2013. passed

15. Internal Financial Control & its Adequacy

As per Section 134(5) (e) of the Companies Act 2013 the

Directors have an overall responsibility for ensuring that the

Company has implemented robust system and framework of Internal Financial Controls.Accordingly the Company has a well-established internal control framework includingproper delegation of authority policies and procedures defined various internalcontrols risk based internal audits risk management framework and whistle blowermechanism continuously the adequacy which is designed to effectiveness and andoperational controls. The management is committed to ensure an effective internal controlenvironment commensurate with the size and complexity of the business which provides anassurance on compliance with internal policies applicable laws regulations andprotectionof resources and assets.

The entity level policies include anti-fraud policies (like code of conduct conflictof interest confidentiality and whistle blower policy)andother polices (like organizationHR policy IT security policy and business continuity and disaster recovery plan). TheCompany has also defined Standard Operating Procedures (SOP) for each of its processes.

The Audit Committee of the Company periodically reviews and recommends the unauditedquarterly financial statements and also the annual audited financial statements of yourCompany to the Board for approval.

The Company maintains appropriate policies procedures and systems to ensure orderlyand efficient conduct of its business including adherence to Company's policiesmonitoring procedures to ensure that all assets are safeguarded against loss fromunauthorized use or disposition prevention detectionof frauds and errors accuracy andcompleteness of accounting records andthetimely preparation of reliable financialinformation. and modified on an on-going basis to meet the changes in .businessconditionsaccounting and The external and internal auditors review the efficiency of these systemsand procedures on regular basis to ensure that all the assets of the Company are protectedagainst any loss and that the financial and operational is accurate and complete in allrespects. The Audits are conducted on an ongoing basis and significant deviations if anyare brought to the notice of the Audit Committee following which corrective action isrecommended for implementation All these measures facilitate timely detection/irregularities and early remedial steps.

During the year the defined controls were tested and no observation on reportablematerial weakness in design and effectiveness was found.

During the year no fraud has been reported by the Auditors to the Audit Committee orthe Board of the Company.

16. Fixed Deposits

Your Company has not invited or accepted any fixed deposits under Section 73 of theCompanies Act 2013 during the year and as such no amount on account of principal orinterest related thereto was outstanding as on the date of the Balance

Sheet i.e. March 31 2021.

17. Particulars of Loans Guarantee or Investment

During the FY 2020-21 your Company has not given any loans guarantees or provided anysecurity to any Body Corporate as

2013. specified underSection 186

All the other Investments of your Company are in Bank FDs Tax Free Bonds Debt basedliquid and liquid plus terms products Fixed Maturity Products (FMPs) Market LinkedDebentures (MLDs) and Arbitrage Mutual Fund schemes only the details of which areprovided in Note 6811 and 14 to Standalone Financial Statement for the year endedMarch 31 2021. Further your Company's investment in Indian Gas Exchange Limited (IGX)subsidiary company as on March 31 2021 is 3915.38 Lakh ( Thirty-Nine Crore FifteenLakh Thirty-Seven Thousand and Five Hundred only).

18. Corporate Social Responsibility

and In compliance with the requirements of Section 135 of the Act read with theCompanies (Corporate Social Responsibility) Rules 2014 the Board of Directors have TheInternal control system is improved Responsibility (CSR) Committee. The details ofmembership of the Committee and the meetings held are detailed in the Corporate GovernanceReport forming part of this Report. and

The Board of Directors of the Company has also formulated a ‘Corporate SocialResponsibility Policy' (CSR Policy) based upon the recommendation of the CSR Committee.During the information year under review the CSR policy was amended by the Board of theCompany to align it with the Companies (Corporate Social Responsibility Policy) AmendmentRules 2021. Your Company has undertaken various CSR activities . aim to address issues inthe ambit of environmental sustainability of any deviations economic empowerment andsocial development by adopting an integrated holistic and need-based approach.

The Company has identified following focus areas for CSR engagement:

Renewable Energy: Promoting renewable energy by creatingopportunities for access and awareness.

Health and Development: Supportingsocio-economic development ofunderprivileged communities through improved access to livelihoods sanitation waterhealthcare and education.

Women Empowerment: Endeavouring to integrate the cause of womenempowerment while designing the projects.

Arts Culture and Heritage: Contributing to protection of nationalheritage art and culture.

Disaster Response: Contributing to relief and rehabilitation measuresin disaster-affected parts of country.

The CSR policy of the Company is placed on the Company's website at www.iexindia.comand the Annual Report on CSR as required pursuant to Section 135 of the Companies Act2013 is appended as Annexure 10 to this report.

19. Conservation of Energy

Though the operations of your Company are not energy intensive your Company has takeninter alia following measures to reduce energy consumption:

• Switched from conventional lighting systems to using energy-efficient lightningin office.

• Selecting and designing offices to facilitate maximum natural light utilisation.

• Use of energy efficient computer systems and procuring energy-efficientequipment's.

• Use of cloud based virtual servers to increase energy efficiency and datasecurity.

As an on-going process your Company continuously evaluates new technologies andtechniques to make infrastructure more energy efficient.

20. Technology Absorption

India's energy sector is at the cusp of transformation. An evident shift towardsdecarbonization and decentralization has been underway with increased role of renewableenergy at grid connected as well as decentralised/off-grid level. There has been increasedpush towards adoption of technology and automation across the industries with power sectorbeing no exception. Technology has been a key differentiating factor IEX since inceptionin the year 2008. Our technology vision has been to provide the most intuitive secureand state of the art technology platform. We continually advance our technologyinfrastructure to elevate ease reliability security scalability to provide thebest-in-class experience to our participants. Our integrated suite of technologies isdesigned to support a significant expansion of business and provide with the ability toleverage the technology base to enter new markets as well as develop new products andservices rapidly and reliably.

In FY 20-21 IEX executed several initiatives for market development ease of accessflexible products as well as facilitating market participants to benefit from theprocurement on strength of the tech platform. We started the year with introductionof RealTime Market (RTM) wherein buyers and sellers have the option of placing buy or sell bidsfor 15-minute time block in 48 auction sessions during the day with delivery of powerwithin one hour of closure of the bid session. We worked jointly with our members tocreate the specifications for (API)which provides our members with an automated biddingexperience. The Green Term Ahead Market (G-TAM) was launched in August'20 for trade indelivery based renewable energy and to facilitate obligated compliance. All G-TAMcontracts are nationalised contracts and available with Solar and Non-solar segments. Inaddition to launching new products we have also enhanced our existing products to enableour members to do more efficient bidding through our exchange platform. We have launchedtwo new bid types in Day Ahead Market introduced Flexible contracts in Term Ahead Market15 minutes contract in Term Ahead Market extension of market duration for Term AheadDaily contracts to 22 hours and the extension of delivery period for Term Ahead - Dailycontracts for T+9 to T+10 days. At IEX we continue to transform customer experience. InApril'21 we have launched a new Web based platform that allows ease of Member Onboardingand also facilitates access to the trade reports. Features like online clientregistration/ update anytime anywhere secure access for all reports and ability forMembers to provide access to clients have been provided in the Web based platform. We areworking on further strengthening this platform by providing deep Data Insights to all6000+ Clients CXO level leaders across our Customers and Senior Stakeholders in thePower Sector. With the development of Web based platform we also strengthened CyberSecurity by improving comprehensive monitoring. We are also working on introducing anotherlevel of Web Application Firewall (WAF) security for the web-based platform. We partneredwith a Belgium based company N-SIDE (which has developed the EUPHEMIA algorithm used forday ahead price discovery in the European market) to implement a Mixed Integer LinearProgramming (MILP) matching algorithm to discover the uniform clearing price in our DayAhead Market. The implementation of the MILP matching algorithm provides us the benefit toeasily introduce complex bid types to effectively fulfil the changing market needs. Inaddition to making continuous technology advancements in our Exchange Platform we havealso implemented key initiatives to achieve digital transformation at the Enterpriselevel. We have done SAP implementation at the enterprise level and have integrated ourClearing and Settlement and Membership systems with the SAP system to achieve real-timedata flow and centralized reporting. We have implemented Darwinbox a cloud based HumanResource Management System (HRMS) to digitize the HR processes at the enterprise level.We have also implemented Microsoft Power BI dashboard to provide real Application time andefficient data visibility to enable faster and effective programming Interface businessdecision making. .We make continuous investment in providing best-in-class training to ourteam members to enable them to enhance their technical skills. The investment in traininghelps us to create a culture of technical innovation and excellence in our organizationand such a culture enables us to efficiently work towards realizing our technology visionof creating a customer centric energy marketplace through efficient and state of the arttechnology solutions.

21. Research and Development

Your Company is not directly involved in any Research and

Development activities and and development has been incurred.

22. Foreign Exchange Earning and Outgo

The particulars of Foreign Exchange Earnings and outgo during the year under review arefurnished hereunder:

Foreign Exchange Earning Nil
Foreign Exchange Outgo 330.04lakh(includingdividend of Board and its Powers) pay-out of 74.21 lakh)

23. Risk Management Policy

Your Company being an exchange has adequate risk management systems and proceduresoperating within the organization. The Company has a ‘Risk Management Committee' andprocess of the organization on half yearly basis as per Regulation 25(ii) of the CERC(Power Market) Regulations 2010 and submits its report to the CERC.

In addition your Company has also devised and implemented a comprehensive ‘RiskManagement Policy' which provides for identification assessment and control of risks thatthe Company would face in the normal course of business and mitigation measures associatedwith them. The Management identifies and controls risks through a properly definedframework in terms of the aforesaid policy. Under the said policy and in compliance withthe Listing Regulations ‘Enterprise Risk Management ee and no and overseeimplementation of the risk management policy including evaluating the adequacy of riskmanagement systems and to ensure establishment of appropriate methodology processes andsystems to monitor and evaluate various internal and external risks associated with thebusiness of the Company including activities monitor risk In additionto above the AuditCommittee of the Board has additionaloversight in the area of financial risks andcontrols. Major risk identified by the business and functions are systematically addressedthrough mitigating actions continuous basis. For more details please refer ManagementDiscussion and

Analysis of this Report.

24. Whistle Blower & Anti-Fraud Policy

Your Company believes in the conduct of its business affairs in a fair and transparentmanner by adopting the highest standards no expenditureon research of professionalismhonesty integrity ethical behaviour and prudent commercial practices and is committed tocomply with all applicable laws rules and regulations. Your Company has established arobust Vigil Mechanism for reportingof concerns through the Whistle Blower &Anti-Fraud Policy of the Company which is in compliance with the provisions of SectionCompanies (Meetings 2014 and Listing Regulations.

The Policy provides for:

a. a mechanism wherein the Directors and the Employees can report their genuineconcerns about the unethical behaviouractualorsuspectedfraudorviolationof the Company'sCode whichreviewsthe risk management framework of conduct. b. adequate safeguards againstvictimization of persons who use this Mechanism; and c. direct access to the Chairpersonof the Audit Committee of the Board of Directors of the Company.

The latest Whistle Blower & Anti-fraud Policy is uploaded on the website of theCompany and can be accessed through the following web link:https://www.iexindia.com/pdf/Whistle%20Blower%20 Anti%20Fraud%20Policy.pdf Your Companyhereby affirms that no person has been denied the Board has an access to the Chairman ofthe Audit (‘ERMC') to monitor complaints were received during the year.

25. Material and Significant Orders Passed by

The Regulators or Courts or Tribunal

During the FY 2020-21 there were no material and significant relatedtocybersecurityandorders passed by the Regulators or Courts or Tribunal.

26. Statutory Auditors

M/s B S R & Associates LLP Chartered Accountants (Firm Registration No.116231W/W-100024) the Statutory

Auditors of the Company were appointed at the 13 on a th Annual

General Meeting of the Company to hold office for a term of 5 (five) consecutive yearsuntil the conclusion of the 18 th Annual General Meeting of the Company.

Pursuant to Section 141 of the Act the Auditors have represented that they are notdisqualified and continue to be eligible to act as the Auditor of the Company.

27. Auditors' Report

The standalone and the consolidated financial statements of the Company have beenprepared in accordance with Indian

133 of Accounting Standards (Ind AS) notifiedunder Section the Act. any The Auditors'Report for fiscal qualification Auditors' Report is enclosed with the financialstatements in this Report. The Statutory Auditors were present in the last AGM.

28. Secretarial Auditors

Pursuant to the provisions of Section204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mohd. Nazim Khan Designated Partner of M/s MNK and Associates LLP CompanySecretaries New Delhi as Secretarial Auditor of the Company to conduct the SecretarialAudit for Financial Year 2020-21.

The Secretarial Audit report for the financialyear March 31 2021 in Form No. MR-3 isannexed as Annexure 11 to this Report.

The Secretarial Audit Report confirms complied with the provisions of the Act RulesRegulations and Guidelines and that there were no deviations or non-compliances. TheSecretarial Audit report does not contain any qualification reservation or adverseremark. Further pursuant to the provisions of Regulation SEBI (LODR) Regulations 2015the Secretarial Audit Report of Indian Gas Exchange Limited (“IGX”) Company'sunlisted subsidiary is annexed herewith and marked as Annexure 12 to this Report.The Secretarial Audit Report of IGX does not contain any qualification reservation oradverse remark or disclaimer.

29. Secretarial Standard Disclosure

During the FY 2020-21 the Company has complied with the provisions of applicablesecretarial standard issued by The

Institute of Company Secretaries of India (ICSI).

30. Extract of The Annual Return

The extract of Annual Return as required under Section 134(3) (a) and as provided underSection 92(3) of the Companies Act 2013 read with Rule 12(1) of the Companies (Managementand Administration) Rules 2014 in the prescribed form MGT-9 is annexed to this Report asAnnexure 13 and as per Section 134 (3) (a) of the Companies Act 2013 annualreturn will be placed on the website of the Company athttps://www.iexindia.com/AGM_EGM_notice. aspx?id=%2fVFcZM3gBsg%3d&mid=IT8b%2bZM5cBA%3dor adverse remark or disclaimers. The

31. Human Resource Development

Your Company has set ambitious growth targets and it also endeavours to become abest-in-class company. To achieve this the Company continues its transformation thatencompasses both culture and talent which is also aligned to its technologytransformation.

Your Company believes in an open and transparent workplace that places adequateemphasis on employee development and strong employee connects through planned engagements.To ensure that the Company is well equipped to take on its growth objectives we areemploying a two-pronged talent strategy. Our strategy is a combination of developinginternal talent and hiring best of talent externally. IEX hires professionals withexperience working in top organisations. The is to create complimentary skills in bothdomain and external experience/sector experiences. Through this we are moving towards ourgoal of ensuring “best-in-class” talent. We enhance learning through regularsessions by experienced external trainers on key topics of development. To upgrade ouremployees with new skills coupled with professional and personal growth we had organisedseveral

24A of the training sessions both on behavioural and functional competencies throughoutthe year. The training is imparted by some of the best trainers and training organisationsof the industry.

In addition forums such as weekly and monthly meetings All Hands meetings everyquarter skip-level quarterly meetings off-site meetings and departmental meetingsopportunities for interaction. We were unable to do many physical engagements due to thepandemic.

However during lockdown we made sure to keep in touch with all employees throughvirtualteammeetingsand regular month end interactions. This has helped us to create anenvironment of harmony where each one was able to meet colleagues virtually and sharesuccess stories and keep up the moraleofemployeesintoughtimes In line with the Company'sphilosophy to extend all possible support to itsemployeesinchallengingtimeslike thecurrent pandemic your Company announced a Covid Bereavement

Policy to provide much needed support to the employees' family in the event of anyuntimely loss of employees' life due to Covid.

We also organized Self Learning Initiatives wherein employees had learned new skillsthrough online training programs which were sponsored by the company.

32. Business Responsibility Report (BRR)

ListingRegulations the Business AsperRegulation

Responsibility Report (BRR) describing the initiatives taken by Company from anenvironmental social and governance perspective is attached and is part of this Report.

)

33. Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (“SEBI”).

Pursuant to Corporate Governance guidelines as laid out in the SEBI (LODR)Regulations 2015 a separate section titled ‘Corporate Governance' has been includedin this Report as

Annexure 14.

All Board members and Senior Management personnel have in writing their compliance withand adherence to the affirmed code of conduct adopted by the Company for FY 2020-21. Adeclaration to this effect signed by the Chairman & Managing

Director of the Company is included in this Annual Report.

In terms of SEBI (LODR) Regulations2015 the CMD & CFO certificate of the FY2020-21 and Declaration by CMD confirming the compliance declarations received from theDirectors and the Senior Management personnel are appended as Annexure 15.

M/s MNK and Associates LLP Company Secretaries in Practice Delhi (Firm RegistrationNo. L2018DE004900) have examined the requirements of Corporate Governance with referenceto SEBI (LODR) Regulations 2015 and have the compliance as required under SEBI (LODR)Regulations 2015. The Certificate in this regard is set out in this Report as

Annexure 16.

34. Disclosure Under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has put in place an Anti-Sexual Harassment mechanism in line with theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.An Internal Complaints Committee has been set up to redress complaints received regardingsexual harassment. All employees (permanent contractual temporary trainees) are coveredunder this policy.

During the FY 2020-21 the Company has not received any complaint pertaining to sexualharassment and hence no compliant is outstanding as on March 31 2021.

35. Maintenance of Cost Records

The provision of Section 148 of the Companies Act 2013 and Companies (Cost records andAudit) Rules 2014 (as amended time is not applicable on the Company. from to

36. Details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 during the year along with their status as at the end of thefinancial year.

During the year under review the Company has neither made any application nor anyproceeding is pending under the Insolvency and Bankruptcy Code 2016.

erence between amount diff 37. Details of of the timeof valuation done at the one timedone while taking loan from the Banks or Financial Institutions along with the reasonsthereof:

Not Applicable

38. Acknowledgment

On behalf of the Directors of the Company I would like to place on record our sinceregratitude to the Ministry of Power Central Electricity Regulatory Commission (CERC)Members State Electricity Regulatory Commissions (SERCs) Members and Staff CentralElectricity Authority (CEA) National Load Dispatch Centre (NLDC) Regional Load DispatchCenters (RLDCs) State Load Dispatch Centers (SLDCs) State Electricity

Regulatory Commissions (SERCs) Power Grid Corporation Ltd. (PGCL) Stock Exchanges(NSE & BSE) Financial Institutions Shareholders Bankers depositories Registrarand Transfer Agents (RTA) Members of the Exchange and Business Associates and for theircontinued support.

Finally we also wish to place on record our deep appreciation for the contributionmade by all our employees and their families Our consistent growth was made possible bytheir hard work cooperation and support.

For and on behalf of the Board of Directors

Indian Energy Exchange Limited

Sd/-

Satyanarayan Goel

Chairman & Managing Director

DIN: 02294069

Place: Noida

Date: 22 July 2021

.