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Indian Energy Exchange Ltd.

BSE: 540750 Sector: Financials
NSE: IEX ISIN Code: INE022Q01020
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VOLUME 2964
52-Week high 172.95
52-Week low 112.00
P/E 25.32
Mkt Cap.(Rs cr) 4,278
Buy Price 141.00
Buy Qty 2.00
Sell Price 142.80
Sell Qty 5.00
OPEN 142.80
CLOSE 143.40
VOLUME 2964
52-Week high 172.95
52-Week low 112.00
P/E 25.32
Mkt Cap.(Rs cr) 4,278
Buy Price 141.00
Buy Qty 2.00
Sell Price 142.80
Sell Qty 5.00

Indian Energy Exchange Ltd. (IEX) - Director Report

Company director report

Dear Shareholders

The Board of Directors are pleased to present the Twelfth Annual Reportof your Company along with the audited financial statements and the Auditors' Reportfor the financial year ended March 31 2018. The highlights of the financial results forthe year under review are given below:

1. FINANCIAL HIGHLIGHTS

(Amount in H Lakhs)

Particulars

2017-18

2016-17

Operating Income

23044.80

19864.52

Other Income

2562.34

3422.66

Total Income

25607.14

23287.18

Less: Total Expenditure

5607.63

5901.98

Profit before tax

19999.51

17385.20

Less: Provision for Tax

6830.99

6027.07

Profit after tax (A)

13168.52

11358.13

Other comprehensive income for the year net of income tax (B)

12.54

(1.34)

Total comprehensive income for the year (A+B)

13181.06

11356.79

Earnings per equity share [face value H10/- per share]
Basic (H)

44.61

39.06

Diluted (H)

44.05

37.67

Your Company has sustained and maintained its leadership position inthe power Exchange industry in India during the year.

Company Performance Highlights

• PAT increased by 16% from H11358 Lakhs to H13168 Lakhs

• Total volume traded across all market segments was 56843MU– an increase of ~26%. over 45146 MU traded in fiscal year 2016-17

• Successfully transitioned and internalized Trading TechnologyPlatform and has set up a state-of-the-art Technology Center

• Commencement of trading for ESCerts w.e.f from September 2017.

• One Nation One Gird One price was realized on 268 days i.e.73% of the days this fiscal

• Key Market highlights during fiscal 2017-18:

- 182.99 MU - highest volume traded in Day-Ahead Market (DAM) on 14thSeptember 2017

- 44842 MU- total electricity traded in DAM 13% more than theprevious fiscal at average Market Clearing Price (MCP) at 3.26 H per KWh ~35% increaseover 2.41 H per KWh in previous fiscal

- The purchase bids in the DAM increased by 20% indicating largerparticipation by the buyers while the sell bids decreased about 5% primarily due to lackof availability of coal with thermal generators

- 1373 MU traded in Term-Ahead Market (TAM) ~84% increase over 744 MUin previous fiscal

- 97% Market Share in Electricity Market with total trade of 46215 MU

- 32.39 Lakhs RECs - highest ever traded in REC in December 2017trading session

- 93.29 Lakhs – total REC trade in this fiscal ~102% increase over46.2 Lakhs RECs in previous fiscal

- 4.50 Lakhs ESCerts – highest trade in Energy Saving Certificates(ESCerts) on Dec 19 2017.

- 13 Lakhs ESCerts – total trade in FY18

Highlights of Company's performance are discussed in detail in theManagement Discussion and Analysis Report (MDA) included in this Annual Report asrequired under Schedule V of the SEBI Listing Regulations.

The MDA forms part of this Annual Report in terms of Regulation 34 ofthe SEBI Listing Regulations. 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.

2. DIVIDEND

In compliance with the requirement of Regulation 43A of SEBI ListingRegulations the Company has laid down a Dividend Distribution Policy which is annexed asAnnexure - I and same has been also uploaded on the Company's websitehttps://www.iexindia.com/ pdf/Dividend%20Distribution%20Policy.pdf

Considering the financial performance of the Company for the FY17-18and in line with the dividend policy your Directors have recommended a final dividend ofH22/- per equity share (i.e 220%) on a face value of H10 per share aggregating toH6672.30 Lakhs subject to the approval of shareholders at the ensuing Annual GeneralMeeting (AGM) .

The total outflow on account of proposed final dividend and tax thereonaggregates to H8043.81 Lakhs (including the Dividend Distribution Tax of H1371.51Lakhs) which would result in total payout of 61.08% of the profit after tax for the yearended March 31 2018.

The final dividend if approved at the ensuing AGM will be paid tomembers whose names appear in the Register of Members as on record date and in respect ofshares held in dematerialized & physical form it will be paid to members whose namesare furnished by the National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL) as beneficial owners as on that date subject to theapplicable statutory provisions.

3. LISTING OF COMPANY'S EQUITY SHARES

During the year your Company has completed the initial public offeringof 6065009 equity shares of face value of H10 each at a price of H1650 per equityshare through an Offer for Sale (‘OFS') of equity shares by certain sellingshareholders. The equity shares of the Company were listed on BSE Limited(‘BSE') and National Stock Exchange (‘NSE') with effect from 23rdOctober 2017.

4. TRANSFER TO RESERVES

No amount has been transferred to General Reserve out of amountavailable for appropriation during the year.

5. CHANGES IN SHARE CAPITAL

During the year under review there was no change in the Authorized andPaid up Share Capital of the Company as on March 31 2018 the paid-up share capital ofyour Company stood at H3032.86 Lakhs comprising 30328624 equity shares of H10/- eachfully paid.

However during the year pursuant to a resolutions passed by the Boardof Directors your Company has converted following Compulsory Convertible PreferenceShares (CCPS) into Equity Shares of H10/- each in the ratio of 1:1 i.e. 1(one) equityshare for each CCPS held in the Company-

- on May 30 2017 - 303287 CCPS of face value of H10/- each into

303287 Equity Shares of H10/- each

- on September 20 2017- 1213144 CCPS of face value of H10/- eachinto 1213144 Equity Shares of H10/- each.

During the year your Company has neither issued any equity shareswith differential voting rights nor any shares (including sweat equity shares) to any ofits employees under any scheme except as disclosed under the ESOP Annexure - II as partof this Annual Report.

6. SUBSIDIARIES JOINT VENTURES OR ASSOCIATES COMPANIES

Your company does not have any subsidiary joint venture or associatecompany.

7. STATUTORY AUDITORS

The Shareholders of the Company at the eighth Annual General Meeting(AGM) held on June 24 2014 had appointed M/s BSR

& Associates LLP Chartered Accountants (Firm Registration No.116231W/W-100024) as the Statutory Auditors of the Company for one term of fiveconsecutive years i.e. up to the conclusion of 13th AGM to be held in the FY 2018-19subject to ratification of their appointment by the members at every AGM of the Company.

However the requirement of ratifying the appointment of Auditors atevery Annual General Meeting is done away with vide notification dated May 7 2018 issuedby the Ministry of Corporate Affairs New Delhi. Accordingly no resolution is proposedfor ratification of appointment of Auditors.

The Company has received a confirmation from the Auditors that they arenot disqualified from continuing as Auditors of the Company.

8. AUDITORS' REPORT

M/s. BSR & Associates LLP Chartered Accountants (FRN: 116231W/W-100024) has audited the accounts of your Company for the FY 2017-18 and their report isannexed together with the explanatory notes therein which is self-explanatory andtherefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013. The Auditors' Report does not contain anyqualification reservation or adverse remark

9. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company has appointed M/s MNK & Associates (CP No. 8245)Company Secretary in Practice Delhi to conduct the Secretarial Audit of the Company forthe financial year ended March 31 2018.

The Secretarial Audit report for the financial year March 31 2018 inForm No. MR-3 is annexed as Annexure - III to this Report. The Secretarial Audit reportdoes not contain any qualification reservation or adverse remark.

During the year under review the Company has generally complied withall the applicable provisions of the Secretarial Standards.

10. INTERNAL FINANCIAL CONTROL & ITS ADEQUACY

As per Section 134(5) (e) of the Companies Act 2013 the Directors havean overall responsibility for ensuring that the Company has implemented robust system andframework of Internal Financial Controls. This provides the Directors with reasonableassurance regarding the adequacy and operating effectiveness of controls with regards toreporting operational and compliance risks. The Company has devised appropriate systemsand framework including proper delegation of authority policies and procedures definedvarious internal controls risk based internal audits risk management framework andwhistle blower mechanism.

The entity level policies include anti-fraud policies (like code ofconduct conflict of interest confidentiality and whistle blower policy) and otherpolices (like organization structure HR policy IT security policy and businesscontinuity and disaster recovery plan). The Company has also defined Standard OperatingProcedures (SOP) for each of its processes.

The design implementation and maintenance of adequate internalfinancial controls are such that it operates effectively and ensures the accuracy andcompleteness of the accounting records and their presentation gives a true and fair viewof the state of affairs of the Company and are free from material misstatements whetherdue to error or fraud. The operational processes are adequately documented withcomprehensive and well defined Standard Operating Procedures which also include thefinancial controls in the form of maker and checker being with separate individuals.

The Audit Committee of the Company periodically reviews and recommendsthe unaudited quarterly financial statements and also the annual audited financialstatements of your Company to the Board for approval.

The Company maintains appropriate policies procedures and systems toensure orderly and efficient conduct of its business including adherence toCompany's policies monitoring procedures to ensure that all assets are safeguardedagainst loss from unauthorized use or disposition prevention and detection of frauds anderrors accuracy and completeness of accounting records and the timely preparation ofreliable financial information. The Internal control system is improved and modified on anon-going basis to meet the changes in business conditions accounting and statutoryrequirements.

The external and internal auditors review the effectiveness andefficiency of these systems and procedures on regular basis to ensure that all the assetsof the Company are protected against any loss and that the financial and operationalinformation is accurate and complete in all respects. The Audits are conducted on anongoing basis and significant deviations if any are brought to the notice of the AuditCommittee following which corrective action is recommended for implementation. All thesemeasures facilitate timely detection of any deviations /irregularities and early remedialsteps.

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

During the year no fraud has been reported by the Auditors to the AuditCommittee or the Board of the Company.

11. WHISTLE BLOWER POLICY AND ANTI-FRAUD POLICY

Your Company has in place a "Whistle Blower and Anti-fraudPolicy" defined as per provisions of Section 177(9) of the Companies Act 2013 readwith Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014.

Your Company believes in highest possible standards of ethicalpractices moral and legal conduct of business operations and to maintain these standardsthe Company encourages its Directors and employees to come forward and freely communicatetheir concerns about illegal or unethical practices/behavior actual or suspected fraudor violation of company's code of conduct or ethic policy to the appropriateauthority so that timely and speedy investigations can be undertaken and corrective actioncould be taken if warranted.

This Policy has been framed with a view to provide a mechanism interalia enabling all stakeholders including Directors individual employees of the Companyto freely communicate their concerns about illegal or unethical practices and to reportgenuine concerns or grievance as also to report to the management concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy.

The Policy provides for (a) adequate safeguards against victimizationof persons who use this Mechanism; and provides (b) direct access to the Chairperson ofthe Audit Committee of the Board of Directors of the Company.

Details of the Whistle Blower and Anti-fraud Policy are made availableon the Company's website at www.iexindia.com

Your Company hereby affirms that no person has been denied access tothe Chairman of the Audit Committee and no complaints were received during the year.

12. FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits underSection 73 of the Companies Act 2013 during the year and as such no amount on account ofprincipal or interest related thereto was outstanding as on the date of the Balance Sheeti.e. March 31 2018.

13. HUMAN RESOURCE DEVELOPMENT

Your Company has created a favorable work environment and is focused oninnovation and competencies. Your Company is future-oriented and encourages growth anddevelopment through various training and orientation programme for its stakeholders.

Your Company has in house Training Department with an aim to providetraining and create awareness among Power Market Stakeholders Exchange Members/Clientsand employees of the organization. Your Company has also entered into an alliance with IITKanpur and Administrative Staff College of India Hyderabad for organizing qualityTrainings serving all Power Market Stakeholders.

During the year under review alongside the National Level ResidentialPrograms at IIT Kanpur & ASCI Hyderabad several refresher Trainings programme werealso carried out by your Company for its Members and Clients and its employees.

Your Company believes that employees are core to competitive advantageand to keep them motivated and competitive regular training sessions are organized for theemployees towards updating their technical and behavioral knowledge & skills throughinternal and external faculty.

Further to retain the employees during the year your Company hasaligned the compensation packages of its employees as per market and has also revised itsHR policies to make it more employees friendly.

14. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations the BusinessResponsibility Report (BRR) describing the initiatives taken by Company from anenvironmental social and governance perspective is set out in this Annual Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

A. Changes in Directors

During the financial year 2017-18 there have been following changes inthe position of Directors of the Company:

Appointment of Directors

1. Mr. Gopal Srinivasan (DIN: 00177699) who was appointed asNon-executive (Additional) Director of the Company w.e.f April 18 2017 was regularizedas a Director of the Company w.e.f July 25 2017 by the shareholders in the 11th AGM ofthe Company.

2. Mr. Mahendra Singhi (DIN: 00243835) who was appointed asNon-executive (Additional) Director of the Company w.e.f May 30 2017 was regularized as aDirector of the Company w.e.f July 25 2017 by the shareholders in the 11th AGM of theCompany.

Cessation of Directors

1. Mr. Puneet Yadu Dalmia (DIN: 00022633) resigned from thedirectorship of the Company wef May 18 2017.

The Company places on record its appreciation and gratitude for thevaluable contributions made by him during his tenure as member of the Board.

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of your Company Mr. Mahendra Singhi and Mr. Gopal SrinivasanDirectors retires by rotation at the ensuing Annual General Meeting and being eligibleoffer themselves for reappointment.

Necessary resolutions for the re-appointment of the aforesaid Directorshave been included in the Notice convening the ensuing AGM and details of the proposal forre-appointment are mentioned in the Explanatory Statement to the Notice.

B. Declaration by Independent Directors

Mr. Dinesh Kumar Mehrotra Prof. Kayyalathu Thomas Chacko and Mr.Vallabh Roopchand Bhanshali are the Independent Directors on the Board of your Company.Based upon the confirmation/ disclosures received from the Independent Directors theBoard is of the opinion that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013 & the Rules made thereunder and the CERC(Power Market) Regulations 2010.

C. Meetings of Board /Committees

The composition of the Board meetings of the Board and its Committeesheld during the year and the attendance of the Directors thereat is set out in CorporateGovernance Report forming part of this Report.

D. Nomination and Remuneration Policy

In compliance with the requirement of Section 178 of the Companies Act2013 and pursuant to the provisions of Regulations 19 read with Part D of Schedule II ofthe of SEBI Listing Regulations the Company has constituted a "Nomination andRemuneration Committee and has also defined a Nomination and Remuneration Policy which isannexed as Annexure - IV to this Annual report.

Further your Company has also formulated and implemented an ‘IEXEmployee Stock Option Scheme 2010' to motivate and instil a sense of ownership amongits employees the Company had adopted a Trust route for administrating its ESOP Schemewhich Act as per instructions of the Nomination and Remuneration Committee of the Company.The Company has allotted 606572 equity shares of H10/- each to the IEX ESOP Trust duringthe year 2010 to manage the ESOP's as per defined ESOP Scheme.

The disclosures pursuant to SEBI (Share Based Employee Benefits)Regulations 2014 Section 62 of the Companies Act 2013 read with Companies (Share Capitaland Debenture) Rules 2014 as at March 31 2018 in connection with the ESOP Scheme 2010details are set out in Annexure - II to this Report.

Considering that your Company has come out with a Public Issue of itsequity shares in October 2017 and therefore the aforesaid ESOP Scheme is covered byRegulation 12 of the SEBI (Share Based Employee Benefits) Regulations 2014 (‘SBEBRegulations'). As per Regulation 12 of SBEB Regulations the said scheme is inconformity with SBEB Regulations; and same has to be ratified by the shareholderssubsequent to the IPO. Necessary resolutions for seeking ratification pre IPO ESOP Schemehave been included in the Notice convening the ensuing AGM and requisite details arementioned in the Explanatory Statement to the Notice.

E. Statement on Annual Evaluation made by the Board of Directors

In compliance with Clause (1) of Para VII to Schedule IV and otherapplicable provisions of the Companies Act 2013 and SEBI Listing Regulations yourCompany has defined the criteria for performance evaluation of its Directors BoardCommittees and the Board as a whole.

During the year the Board of the Company has carried out the evaluationof its own performance performance of Independent Directors executive/non-executivedirectors as well as the working of the various Committees of the Board based upon thespecified criteria as per the Performance Evaluation Policy of the Company.

A statement indicating the manner in which formal annual evaluation ofthe Directors the Board and Board Committees has been made and the criteria for the sameare set out in Annexure - V to this Report.

16. RISK MANAGEMENT POLICY

Your Company being an exchange has adequate risk management systems andprocedures operating within the organization. The Company has a ‘Risk ManagementCommittee' which reviews the risk management framework and process of theorganization 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 acomprehensive ‘Risk Management Policy' under which the Board has constituted an‘Enterprise Risk Management Committee' (‘ERMC') and ERMC reviews andanalyze various internal and external risks and define risk mitigation steps to counterthese risks.

In addition to above the Audit Committee of the Board has additionaloversight in the area of financial risks and controls. Major risk identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuous basis.

For more detail please refer Management Discussion And Analysis of thisannual report.

17. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of your Company has constituted a CorporateSocial Responsibility (CSR) Committee required as per Section 135 of the Companies Act2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014.

The Board of Directors of the Company has also formulated a‘Corporate Social Responsibility Policy' (CSR Policy) based upon therecommendation of the CSR Committee. Your Company has undertaken various CSR activitiesduring the year with an aim to address issues in the ambit of environmentalsustainability economic empowerment and social development by adopting an integratedholistic and need-based approach.

The main focus areas of the Company's CSR Policy are:

• Promote decentralized renewable energy by creating opportunitiesfor access and awareness.

• Support socio-economic development of underprivilegedcommunities through improved access to livelihoods sanitation water healthcare andeducation.

• Endeavour to integrate the cause of women empowerment whiledesigning projects.

• Contribute to relief and rehabilitation measures indisaster-affected parts of the country.

The CSR policy of the Company is placed on the Company's websiteat www.iexindia.com and the Annual Report on CSR as required pursuant to Section 135 ofthe Companies Act 2013 is appended as Annexure - VI to this annual report.

18. CONSERVATION OF ENERGY

Though the operations of your Company are not energy intensive yourCompany takes adequate measures to reduce energy consumption by using energy-efficientlightning in office computer systems and procuring energy-efficient equipment's. Asan on-going process your Company continuously evaluates new technologies and techniquesto make infrastructure more energy efficient.

19. TECHNOLOGY ABSORPTION

Technology has been the key business driver and primary facilitator formaintaining the market leadership in power exchange space and meeting business goals ofyour Company. In FY2017-18 your company has successfully transitioned and internalizedTrading Technology Platform and has set up a state-of-the-art Technology Center in Mumbaias a part of your company's strategic vision and long-term commitment to continuouslyadapting to the technological advancement through innovation in the fields of digitaluser experience analytics AI and machine learning.

Establishment of the Technology Center of your Company has successfullymitigated risks associated with the exchange platform by ensuring uninterrupted exchangeoperation and business continuity and equipped your Company to extend the platform forfuture business needs and challenges by releasing new products and solutions as well asinfuse new technology stack and new architecture concepts for enhancing performancescalability extensibility usability and cost optimization. You company is taking severalinitiatives in the new technology space for furthering its market leadership throughdeveloping an exchange eco-system using digital transformation connectivity advancedsecurity systems and data analytics.

Your Company continues to make substantial investments in technologydevelopment for meeting the changing needs of power market scenarios and for keeping pacewith the rapid technological developments and challenges. Your Company's technologyplatform continues to be stable robust and flexible and supports faster processing alongwith increasing transaction volumes. You company has not only extended the exchangeplatform for various market and regulatory needs during this financial year it has alsoreleased product like Smart Power Procurement for the power market.

Your Company hosts and operates all mission-critical power exchangeapplications and the supporting infrastructure in a leading Data Center which is supportedby highly available environment robust network cyber security and other infrastructure.Your Company recognizes the challenge of Cyber security. While current SOC is robust yourCompany has been working on plans to go beyond SOC by building capability for handlingcyber intelligence for preventive security system enabling to take proactive actions. YourCompany has been also working on plans to reap benefits of cloud computing for enhancedavailability scalability cost optimization and technology sustenance.

Technology is widely used by all functions of your Company to ensurequality services to al all stakeholders namely internal as well as external participants.Keeping pace with the current trend your company has planned several initiatives toincrease operational efficiency and productivity of the internal teams by automatinginternal processes and system thereby creating a digital enterprise along with augmentinganalytics for faster and quicker decision making.

20. RESEARCH AND DEVELOPMENT

As your Company is a Power Exchange and not directly involved in anymanufacturing activity your Company is not directly involved in any Research andDevelopment activities.

21. FOREIGN EXCHANGE EARNING AND OUTGO

The particulars of Foreign Exchange Earnings and outgo during the yearunder review are furnished hereunder:

Foreign Exchange Earning: H8.11 Lakhs (equivalent value of variouscurrencies).

Foreign Exchange Outgo including dividend payout: H2705.58 Lakhs(equivalent value of various currencies).

In addition to above the Company has made payment to Sellingshareholders for IPO (OFS): H38037.71 Lakhs and IPO related expenses of H193.35 Lakhs(equivalent value of various currencies).

22. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return as required under Section 134(3) (a) andas provided under Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 is appended as Annexure - VII tothis Report.

23. PARTICULARS OF KEY MANAGERIAL PERSONNEL AND EMPLOYEE REMUNERATION

Your Company has adopted a well-defined Nomination & RemunerationPolicy for its Directors KMPs and other employees which forms part of this annual reportfor reference.

Disclosure pertaining to remuneration and other details as requiredunder Section 197 (12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure- VIII. A statement showing the names and particulars of the employees falling within thepurview of Rule 5(2) of the aforesaid Rule are provided as part of this Report as Annexure- IX.

24. BUY BACK OF SHARES

During the year under review your Company has not announced any schemefor buy back of shares from its shareholders.

25. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 the Directors statethat:

i) In the preparation of the Annual Accounts the applicable AccountingStandards have been followed along with proper explanation relating to material departureif any;

ii) Appropriate accounting policies have been selected and appliedconsistently and have made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2018and of the profit of the Company for the year ended March 31 2018; iii) Proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis;

v) Proper Internal Financial Controls were followed by the Company andsuch internal financial controls are adequate and were operating effectively;

vi) Proper systems are devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

26. RELATED PARTY TRANSACTIONS

The Board of your Company has defined Related Party Transactions Policyand the same has been hosted on the Company's websitehttps://www.iexindia.com/pdf/Policy%20on%20Materiality%20&%20Dealing%20With%20Related%20Party%20Transactions.pdf.

The Policy intends to ensure that proper approval reporting anddisclosure processes are in place for all transactions between the Company and the RelatedParties.

There was no related party transaction entered by the Company duringthe year in terms of Section 188 of the Companies Act 2013 except as disclosed undernote 39 which is provided in Notes to Financial Statement for the year ended 31 March 2018.

There are no material related party transactions which are not inordinary course of business or which are not on arm's length basis and hence there isno information to be provided as required under section 134(3)(h) of the Companies Act2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014.

A disclosure of Related Party Transaction is annexed with this Reportin Form AOC-2 as Annexure - X.

27. MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNAL

Your Company had filed for compounding application with Reserve Bank ofIndia ("RBI") in relation to the contraventions of Section 16(3) of the FEMA tobring down the individual shareholding below the limits prescribed under Regulation 5(1)(i) read with Sr. No. F.9 of Annexure B of Schedule 1 of the Foreign Exchange Management(Transfer or Issue of Security by a Person Resident Outside India) Regulations 2000("TISPRO Regulations"). In reference to which the RBI imposed compounded amountof H6.28 Lakhs on the Company vide its compounding order vide order reference number FED.CO.CEFA No./6195/15.20.67/2017-18 dated January 23 2018.

28. CORPORATE GOVERNANCE

Your Company is in compliance with the Corporate Governance guidelinesas laid out in the SEBI Listing Regulations. All the Directors and the Senior Managementpersonnel have affirmed in writing their compliance with and adherence to the Code ofConduct adopted by the Company. A detailed corporate governance report is set out in thisAnnual Report as Annexure - XI.

In terms of SEBI Listing Regulations the CEO & CFO certificate ofthe FY17-18 and Declaration by CEO confirming the compliance declarations received fromthe Directors and the Senior Management personnel. The Certificate and Declarations isappended as Annexure-XII.

The MNK & Associates Practicing Company Secretary have examinedthe requirements of Corporate Governance with reference to SEBI Listing Regulations andhave certified the compliance as required under SEBI Listing Regulations. The Certificatein this regard is set out in this Report as Annexure-XIII.

29. PARTICULARS OF LOANS GUARANTEE OR INVESTMENT

During the year under review your Company has not given any loansguarantees or provided any security and has not made any investments in any body corporateas specified under Section 186 of the Companies Act 2013.

All the Investments of your Company are in Bank FDs Tax Free BondsDebt based liquid and Ultra Short terms products Fixed Maturity Products (FMPs) andArbitrage Mutual Fund schemes only the details of which are provided in Note 05 and 11 tothe Notes to Financial Statement for the year ended 31 March 2018.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has put in place an Anti-Sexual Harassment mechanism inline with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

An Internal Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

During the year under review the Company has not received anycomplaint pertaining to sexual harassment and hence no compliant is outstanding as onMarch 31 2018.

31. MAINTENANCE OF COST RECORDS

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

32. DEMATERIALISATION OF SHARES

The issued & fully paid-up equity shares of the Company areadmitted with the National Securities Depository Limited (‘NSDL') and CentralDepository Services (India) Limited (‘CDSL'). The International SecuritiesIdentification Number (ISIN) allotted to the equity shares of the Company under theDepository System is INE022Q01012.

Members holding shares in physical form are requested to considerconverting their holding to dematerialized form to eliminate all risk associated withphysical shares and for ease in portfolio management. Members can contact M/s. KarvyComputershare Private Limited (Karvy) Registrar and Share Transfer Agent of the Companyfor assistance in this regard. The contact detail for the benefit of shareholders is asfollows:

Karvy Computershare Private Limited

Karvy Selenium Tower B Plot 31-32 Gachibowli

Financial District Nanakramguda Serilingampally Hyderabad Telangana– 500 032.

Ph: 040-67162222 Fax: 040-23001153 Toll Free no.: 1800-345-4001 Email:einward.ris@karvy.com

The bifurcation of the category of shares in physical and electronicmode and distributing of shareholding as on March 31 2018 is given below:

Category

No. of shareholders

% of shareholders

Total shares

% of equity

PHYSICAL

7

00.00606

206902

00.6822

DEMAT
- CDSL

52677

45.61925

891480

2.9394

- NSDL

62787

54.37469

29230242

96.3784

Sub total

115464

99.99394

30121722

99.3178

Total

115471

100.0000

30328624

100.0000

33. MATERIAL CHANGES AND COMMITMENTS IF ANY WHICH AFFECT FINANCIALPOSITION OF THE COMPANY IN BETWEEN THE YEAR END AND THE DATE OF DIRECTORS' REPORT.

There are no material changes and commitments which could affect thefinancial position of the Company in between the year end and the date of directors'report.

34. ACKNOWLEDGMENT

Your Directors would like to place on record their sincere gratitude tothe Ministry of Power Central Electricity Regulatory Commission (CERC) Members StateElectricity Regulatory Commissions (SERCs) Members and Staff Central ElectricityAuthority (CEA) National Load Dispatch Centre (NLDC) Regional Load Dispatch Centers(RLDCs) State Load Dispatch Centers (SLDCs) State Electricity Regulatory Commissions(SERCs) Power Grid Corporation Ltd. (PGCL) Stock Exchanges (NSE & BSE) FinancialInstitutions Shareholders Bankers depositories Registrar and Transfer Agents (RTA)Members of the Exchange and Business Associates and for their continued support.

Your Directors also wish to place on record their appreciation for thecontribution made by the employees of the organization at all levels.

For and on behalf of the Board of Directors
Indian Energy Exchange Limited
Sd/-
Mr. Dinesh Kumar Mehrotra
Place: New Delhi Chairman
Dated: 09 August 2018 DIN: 00142711