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Orient Green Power Company Ltd.

BSE: 533263 Sector: Infrastructure
NSE: GREENPOWER ISIN Code: INE999K01014
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3.35

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3.75

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OPEN 3.75
PREVIOUS CLOSE 3.83
VOLUME 37934
52-Week high 12.22
52-Week low 3.35
P/E
Mkt Cap.(Rs cr) 266
Buy Price 3.46
Buy Qty 80.00
Sell Price 3.54
Sell Qty 7500.00
OPEN 3.75
CLOSE 3.83
VOLUME 37934
52-Week high 12.22
52-Week low 3.35
P/E
Mkt Cap.(Rs cr) 266
Buy Price 3.46
Buy Qty 80.00
Sell Price 3.54
Sell Qty 7500.00

Orient Green Power Company Ltd. (GREENPOWER) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the Eleventh Annual Report on the businessand operations of the Company along with the audited financial statements for thefinancial year ended March 31 2018.

Results of our Operations (Rs. in Lakhs)
Standalone Consolidated
Particulars 2017-18 2016-17 2017-18 2016-17
Sales and Other Income 4257.5 6919.94 43313.29 46139.00
Profit / (Loss) before Depreciation Interest and Tax & Exceptional items 1406.6 2149.62 30221.19 29333.25
Finance Costs 5682.12 4780.10 23504.79 26737.28
Depreciation and Amortisation 576.1 1394.33 13662.68 16861.36
Exceptional item 8306 7211.50 - (4802.55)
Profit (Loss) before Tax (13157.63) (11236.32) (6946.28) (9462.84)
Less : Provision for Tax - - 273.70
Less : Provision for Deferred Tax - - 196.71 (147.17)
Share of Loss of Associate - - - (0.63)
Loss for the year (13157.63) (11236.32) (7142.99) (9590.00)
Other Comprehensive Income 7.91 (10.58) 820.60 (123.87)
Total Comprehensive Loss for the year (13149.72) (11246.90) (6322.39) (9713.87)
Non-Controlling Interest - - 168.99 (171.12)
Total Comprehensive Loss for the Year attributable to shareholders of the Company (13149.72) (11246.90) (6491.38) (9542.75)

Business Performance

Revenues for the year stood at Rs. 43313.29 lakhs as against Rs. 46139.00 lakhsreported for the corresponding period last year. The Company has delivered an impressiverevenue growth over a period of FY13 – FY18 aided largely by its steadily improvingasset base and attractive tariff rates. Further a growing share of newer assets in theoverall mix resulted in improving the overall PLFs in turn contributing positively torevenue generation. Introduction of scheduling and forecasting mechanism to ensureimproved uptime of the grid and sale of excess power to outside States has contributedpositively to the sector and the business. Another positive development has been thestrengthening of the grid infrastructure enabling better integration of Tamil Nadu intothe National Grid which permits Tamil Nadu to transfer excess power to meet therequirement of power deficit states.

The Financial Year 2017-18 was a good year for REC trading despite the abrupt startwherein trading in RECs was discontinued for a couple of months following CERC's order tolower REC prices to a historic low. Trading resumed in the month of July following SupremeCourt's decision to allow trading of Renewable Energy Certificates (RECs) on the appeal ofIndian Wind Power Association (IWPA). Volumes picked up sharply on the back of a strongdemand from the buyers following strict enforcement of obligations by state regulators. FY18 was also the first year after FY12 wherein total demand for RECs (Non-Solar Segment) inthe market exceeded the supply.

This has helped the excess backlog in most of the certificates getting liquidated atthe floor price. The Company liquidated REC worth Rs. 116.51 crore (Rs.38.09 Crore held byCERC) under the REC mechanism during the year (previous year Rs.38.34 crore) higher by204%. OGPL sold 784237 REC certificates during the year as against 255605 certificatessold during FY17. OGPL had an unsold inventory of 0.46 lacs RECs as at the end of March2018 valued at floor price of approximately Rs.4.90 crore.

EBITDA for the year stood at Rs.30221.19 lakhs as against Rs. 29333.25 lakhsgenerated during previous year EBITDA margins for the year stood at 70% as againstprevious year margin of 64%.

Depreciation for the year stood at Rs.13662.68 lakhs as against Rs. 16861.36 lakhsregistered during last year. Interest expense for the year stood at Rs.23504.79 lakhs asagainst the previous year outgo of Rs. 26737.28 lakhs.

Loss after tax for the year stood at Rs. 6322.39 lakhs as against a loss of Rs.9713.87 lakhs reported for last year.

Separation of Biomass business and sale to its Promoter Company

In view of the accumulated losses and the reduced size of the Biomass operations theBoard felt that consideration of the sale of investments of the biomass operationsgenerate significant shareholder value and presents an attractive monetization opportunityto the Company.

Thus during the financial year the Board at its Meeting held on 30th June 2017approved the transfer of 8 Biomass Subsidiaries for a consideration of Rs.49 Crores(Rupees Forty Nine Crores) being the Fair Value based on the report provided by M/s.Ernst& Young LLP an Independent Valuer to M/s.Janati Bio Power Private Limited which isthe subsidiary of Promoter Company M/s.SVL Ltd. Along with transfer of its powerundertaking of the Company situated at Chiraya & Sookri Village Gadarwara TalukNarasingpur District – 487 555 Madhya Pradesh on a slump sale basis to its whollyowned subsidiary M/s. Biobijlee Green Power Limited for a total Consideration of Rs. 33.00Crores (Rupees Thirty Three Crores). The Shareholders of the Company also approved theaforesaid sale of Biomass Undertakings through a Postal Ballot process held on September7 2017. The Company completed the transfer of following 8 Biomass Subsidiaries toM/s.Janati Bio Power Private Limited on 31st December 2017.

1. Orient Green Power Company (Rajasthan) Private Limited

2. SM Environmental Technologies Private Limited

3. Shriram Powergen Private Limited

4. Gayatri Green Power Private Limited

5. Orient Bio power Private Limited

6. PSR Green Power Projects Private Limited

7. Global Powertech Equipments Private Limited

8. Shriram Non-Conventional Energy Private Limited

Update on Evaluation of potential Merger of the Wind Business -

On 19th January 2017 the Board had approved a proposal to enter into a Confidentialityand Exclusivity Agreement with IL&FS Wind Energy Ltd to evaluate a potential merger ofthe Wind energy generation businesses of the Company and that of IL&FS. TheExclusivity Period was initially for a period of 90 days and thereafter was extended up to31st August 2017. However both the parties decided not to extend the validity period.

Dividend

The Company has not declared any dividend in view of the losses incurred by the Companyduring the year.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries prepared inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards specified under Section 133 of the Companies Act 2013 ( Rsthe Act') read with relevant rules issued thereunder form part of the Annual Report andare reflected in the Consolidated Financial Statements of the Company.

The annual financial statements of the subsidiaries and related detailed informationwill be kept at the Registered Office of the Company and will be available to investorsseeking information at any time.

The Company has adopted a Policy for determining Material Subsidiaries in terms ofRegulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ('Listing Regulations'). The Policy asapproved by the Board are available on our website at http://orientgreenpower.com/Companies-Act-and-SEBI-Compliance.asp.

Particulars of loans guarantees or investments

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report.

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure 1to the Board's Report.

Material changes and commitments affecting financial position between the end of thefinancial year and date of the report

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of the report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review in terms ofRegulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of the Annual Report.

Subsidiaries

As at 31st March 2018 your Company had a total of 8 subsidiaries and 4 step downsubsidiaries the details of which are given elsewhere in the Annual Report under therelevant Sections.

1. During the Year your Company had executed a sale deed for the sale of 20 MWCO-Generation Power Plant at GAGANBAWDA Kolhapur to M/s. Padmashri Dr. D.Y. PatilSahakari Sakhar Karkhana Ltd (PDDPSSKL) on a slump sale basis. The assets and liabilitieshave been transferred to PDDPSSKL except the Power Purchase Agreement.

2. Orient Eco Energy Limited (OEEL) a subsidiary company of Orient Green Power CompanyLimited initiated Liquidation processes with effect from July 7 2014 and appointed Ms. GSubhasree (hereinafter referred to as "the Liquidator") Practicing CompanySecretary as the Liquidator of the Company. During the year the Liquidator has realizedthe assets of the Company and paid the amount due to the creditors.

The balance amount after making the payment to the Creditors was paid to the EquityShareholders of the Company (Contributories) in the proportion of their Shareholding(60:40) in OEEL on April 20 2017. The Liquidator convened the Extra Ordinary GeneralMeeting of OEEL on June 09 2017 and the Shareholders approved the Liquidator's statementby passing the Special Resolution. Orient Eco Energy liquidation processes has been filedbefore the Hon'ble High Court of Chennai by Official Liquidator for further orders.

The information as required under the first proviso to sub-section (3) of Section 129is given in Form AOC-1 is appended as Annexure 2 to the Board's Report.

Further pursuant to the provisions of Section 136 of the Companies Act 2013("Act") Standalone financial statements and Consolidated financial statements ofthe Company along with the relevant documents and separate audited accounts in respect ofthe subsidiaries of the Companies are available in the website of the Companywww.orientgreenpower.com/Investor/Subsidiaries Balance Sheet

Share Capital

During the year the Company has issued and allotted 10924302 Equity Shares of Rs.10each at a price of Rs.12.55 (including a premium of Rs.2.55 per equity share) on apreferential basis to a Non-Promoter. Such Preferential shares shall rank pari passu inall respects including as to dividend with existing fully paid up equity shares of facevalue of Rs.10 each and shall also subject to lock-in in accordance with the provisionsof SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009.

As a result of the above allotments the paid-up equity capital of the companyincreased from Rs. 7397996750 comprising of 739799675 number of equity shares ofRs.10 each to Rs.7507239770 comprising of 750723977 number of equity shares of Rs.10each as on March 31 2018. The allotted shares are listed and traded in the StockExchanges. Also the Company has fully utilized the Preferential Issue Proceeds.

Deposits

The Company has not accepted any deposits either from the shareholders or public and assuch no amount of principal or interest was outstanding as on the date of Balance Sheet.

Corporate Governance

The Company has been complying with the provisions of Corporate Governance asstipulated in Regulations 24 27 and other relevant provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A separate report on CorporateGovernance along with Auditors' Certificate on compliance of the Corporate Governancenorms as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forming part of this report are provided elsewhere in thisAnnual Report.

Internal Control System

The Company has in place an adequate system of internal controls commensurate with itssize requirements and the nature of operations. These systems are designed keeping inview the nature of activities carried out at each location and the various businessoperations. The company has documented a robust and comprehensive internal control systemfor all the major processes to ensure reliability of financial reporting timely feedbackon achievement of operational and strategic goals compliance with policies procedureslaws and regulations safeguarding of assets and economical and efficient use ofresources.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrols system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. During the year the Audit Committee metregularly to review reports submitted by the Internal Audit. All significant auditobservations and follow-up actions thereon were reported to the Audit Committee. The AuditCommittee also met the Company's Statutory Auditors to ascertain their views on thefinancial statements including the financial reporting system compliance to accountingpolicies and procedures the adequacy and effectiveness of the internal controls andsystems followed by the Company.

Your Company also has a Risk Management Framework in place covering all critical areasof operation. This framework is reviewed periodically keeping in mind the businessdynamics and external environment and provides the guidelines for managing the variousrisks across the business.

Directors' Responsibility Statement

The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) notified under the Companies ( Indian Accounting Standards) Rules 2015 asamended by the Companies (Indian Accounting Standards) Rules 2016 the provisions of theAct (to the extent notified) and guidelines issued by the Securities and Exchange Board ofIndia (SEBI). The Ind AS are prescribed under Section 133 of the Companies Act 2013(‘the Act') read with Rule 3 of the Companies (Indian Accounting Standards) Rules2015 and Companies (Indian Accounting Standards) Amendment Rules 2016. The Company hasadopted all the Ind AS standards and the adoption was carried out in accordance withapplicable transition guidance. Accounting policies have been consistently applied exceptwhere a newly issued accounting standard is initially adopted or a revision to an existingaccounting standard requires a change in the accounting policy hitherto in use.

The directors confirm that:

(i) In the preparation of the annual accounts for the year ended 31st March 2018 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any ;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2018 and Profit and Lossand cash flow of the Company for the year ended on that date ;

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities ;

(iv) the Directors had prepared the annual accounts of the Company on a ‘goingconcern' basis.

(v) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are reasonably adequate and operatingeffectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are reasonably adequate and operatingeffectively.

Number of Board Meetings

The Board of Directors met 5 (five) times in the year 2017-18. The details of the boardmeetings and the attendance of the Directors are provided in the Corporate GovernanceReport. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.

Familiarization Program for Independent Directors

The Company will impart Familiarization Programme for new Independent Directorsinducted on the Board of the Company. The Familiarization Programme of the Company willprovide information relating to the Company wind energy / renewable energy industrybusiness model of the Company geographies in which Company operates etc. The programmealso intends to improve awareness of the Independent Directors on their roles rightsresponsibilities towards the Company. Further the Familiarization Programme should alsoprovide information relating to the financial performance of the Company and budget andcontrol process of the Company. The format of the letter of appointment is available onour website http://orientgreenpower.com/Companies-Act-and-SEBICompliance.

Directors and Key Managerial Personnel

a) Resignation/Retirement: - Mr. Himraj Dang (DIN: 02460794) Non- ExecutiveDirector of the Company resigned from his position as Director with effect from 11thSeptember 2017.

b) Appointment:- No appointment during the year under review

c) Re-appointment: In accordance with the provisions of Section 152(6) andClause 121 of the Articles of Association of the Company Mr. R. Sundara Rajan(DIN-00498404) will retire by rotation at the ensuing Annual General Meeting of thecompany and being eligible offers himself for re-appointment. The Board recommends hisre-appointment.

d) Key Managerial Personnel – There has been no change in the KeyManagerial Personnel during the year.

e) Independent Directors: - The Company has received the declarations from eachindependent directors of the Company under Section 149(7) of the Companies Act 2013 thatthey meet the criteria of independence as laid down in Section 149(6) of the Act.

Committees of the Board

The Company has following committees of the Board:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholder's Relationship Committee

4. Risk Management Committee

5. Investment/Borrowing Committee

6. Corporate Social Responsibility Committee

A detailed note on the composition of the Board and its committees is provided in theCorporate Governance Report section of this Annual Report.

Related Party Transactions

All the related party transactions are entered on arm's length basis and are incompliance with the applicable provisions of the Companies Act 2013 and the SEBI LODR.There are no materially significant Related Party transactions made by the Company withPromoters Directors or Key Management Personnel etc. which may have potential conflictwith the interest of the company at large.

All Related Party Transactions are presented to the Audit Committee and the Board. Astatement of all related party transactions is presented before the Audit Committeespecifying the nature value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website at http://orientgreenpower.com/Companies-Act-and-SEBICompliance.asp.

The details of the transactions with Related Parties during the year are provided inthe accompanying financial statements and also in form AOC-2 forming part of this report.

Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal withinstance of fraud and mismanagement if any. The details of the FRM Policy are given in theCorporate Governance Report. Details of the Whistle Blower policy are available on ourwebsite at http://orientgreenpower.com/Companies-Act-and-SEBICompliance.asp.

Evaluation of the Board's Performance

In compliance with the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the performance evaluation of the Board was carried outduring the year under review. More details on the same are given in the CorporateGovernance Report.

Remuneration Policy

The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination & Remuneration Committee and theBoard. More details on the same are given in the Corporate Governance Report. Details ofthe Remuneration policy are as below:

A. Role of Committee

The role of the Committee inter alia will be the following:

a) to formulate a criteria for determining qualifications positive attributes andindependence of a Director.

b) to recommend to the Board the appointment and removal of Senior Management

c) to carry out evaluation of Director's performance and recommend to the Boardappointment / removal based on his / her performance.

d) to recommend to the Board on (i) policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management and (ii) Executive Directors remuneration andincentive.

e) to make recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract;

f) ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks

g) to devise a policy on Board diversity; and

h) to develop a succession plan for the Board and to regularly review the plan.

B. Appointment criteria qualification and Remuneration.

a. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director in terms of Diversity Policy ofthe Board and recommend to the Board his / her appointment. For the appointment of KMP(other than Managing / Whole-time Director) or Senior Management a person should possessadequate qualification expertise and experience for the position he / she is consideredfor the appointment. Further for administrative convenience the appointment of KMP(other than Managing / Whole-time Director) or Senior Management the Managing Director isauthorised to identify and appoint a suitable person for such position. However if theneed be the Managing Director may consult the Committee / Board for further directions /guidance.

b. Term: The Term of the Directors including Managing / Whole-time Director /Independent Director shall be governed as per the provisions of the Act and Rules madethereunder and the Clause 49 as amended from time to time. Whereas the term of the KMP(other than the Managing / Whole-time Director) and Senior Management shall be governed bythe prevailing HR policies of the Company.

c. Evaluation: The Committee shall carry out evaluation of performance of everyDirector. The Committee shall identify evaluation criteria which will evaluate Directorsbased on knowledge to perform the role time and level of participation performance ofduties level of oversight professional conduct and independence. The appointment /re-appointment / continuation of Directors on the Board shall be subject to the outcome ofthe yearly evaluation process.

d. Removal: Due to reasons for any disqualification mentioned in the Act or under anyother applicable Act Rules and Regulations thereunder and / or for any disciplinaryreasons and subject to such applicable Acts Rules and Regulations and the Company'sprevailing HR policies the Committee may recommend to the Board with reasons recordedin writing removal of a Director KMP or Senior Management.

e. Remuneration of Managing / Whole-time Director KMP and Senior Management: Theremuneration / compensation / commission etc. as the case may be to the Managing /Whole-time Director will be determined by the Committee and recommended to the Board forapproval.

The remuneration / compensation / commission etc. as the case may be shall besubject to the prior / post approval of the shareholders of the Company and CentralGovernment wherever required and shall be in accordance with the provisions of the Actand Rules made thereunder. Further the Managing Director of the Company is authorised todecide the remuneration of KMP (other than Managing / Whole-time Director) and SeniorManagement and which shall be decided by the Managing Director based on the standardmarket practice and prevailing HR policies of the Company.

f. Remuneration to Non-executive / Independent Director: The remuneration / commission/ sitting fees as the case may be to the Non-Executive / Independent Director shall bein accordance with the provisions of the Act and the Rules made thereunder for the timebeing in force or as may be decided by the Committee / Board / shareholders. AnIndependent Director shall not be entitled to any stock option of the Company unlessotherwise permitted in terms of the Act and the SEBI (LODR) Regulations 2015 as amendedfrom time to time.

C. Composition of the Committee

a) The Committee shall consist of a minimum 3 non-executive directors majority of thembeing independent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board ofDirectors.

D. Chairman

a) Chairman of the Committee shall be an Independent Director.

b) In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman.

c) Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer the shareholders'queries.

E. Committee Members' Interests

a) A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.

F. Nomination duties

The duties of the Committee in relation to nomination matters include:

a. Ensuring that there is an appropriate induction & training programme in placefor new Directors and members of Senior Management and reviewing its effectiveness;

b. Ensuring that on appointment to the Board Non- Executive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Companies Act2013;

c. Identifying and recommending Directors who are to be put forward for retirement byrotation.

d. Determining the appropriate size diversity and composition of the Board;

e. Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;

f. Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;

g. Evaluating the performance of the Board members and Senior Management in the contextof the Company's performance from business and compliance perspective;

h. Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

i. Delegating any of its powers to one or more of its members or the Secretary of theCommittee;

j. Recommend any necessary changes to the Board; and

k. Considering any other matters as may be requested by the Board.

Risk Management Policy

The Company has in place a Risk Management Policy as per Regulations 21(4) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The policy providesintegrated approach for managing the risks in various aspects of the business.

Corporate Social Responsibility Policy

The Company has in place a Corporate Social Responsibility Policy as per Section 135 ofthe Companies Act 2013. Details of the CSR policy are available on our website athttps://www.orientgreenpower.com/Investor/Companies Act & SEBICompliance/Policy/Policy on CSR.

Prevention of Sexual Harassment at workplace

The Company has always provided a congenial atmosphere for work to all the employeesthat is free from discrimination and harassment including sexual harassment. It hasprovided equal opportunities of employment to all without regard to their caste religioncolour marital status and sex. There were no cases reported during the financial yearunder the said policy.

Audit reports and auditors

Audit reports

1. The Auditors' Report for the year 2017-2018 does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatements in this Annual Report.

2. The Secretarial Auditors' Report for the year 2017-2018 does not contain anyqualification reservation or adverse remark. The Secretarial Auditors' Report is enclosedas Annexure 3 to the Board's report in this Annual Report.

3. As required by the Listing Regulations the auditors' certificate on CorporateGovernance is enclosed. The auditors' certificate for year 2017-2018 does not contain anyqualification reservation or adverse remark.

Auditors

Statutory Auditor

M/s. G.D.Apte & Co (Registration No100515W) Chartered Accountants Pune had beenappointed as Statutory Auditors of the Company as per Section 139 of the Companies Act2013 for a period of 5 years from the conclusion of Tenth Annual General Meeting till theconclusion of Fifteenth Annual General Meeting by the members at the Annual GeneralMeeting held on August 09 2017.

As per Section 139(1) of the Companies Act 2013 the appointment of the StatutoryAuditors is required to be ratified by the members at every Annual General Meeting.

Internal Auditor

Internal Audit of the company is handled by M/s. Sundar Srini & Sridhar anindependent Chartered Accountant firm for evaluating the adequacy of internal controls andconcurrently reviews majority of the transactions in value terms.

Independence of the firm and compliance is ensured by the direct reporting of the firmto the Audit Committee of the Board.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. M Alagar& Associates Practicing Company Secretary were appointed as Secretarial Auditors forthe financial year 2017-18 to audit the secretarial and related documents of the Company.Their report on the Secretarial Audit is annexed to this report as Annexure 3.

Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 asamended your Company has instituted a comprehensive Code titled as "Orient GreenPower Company Limited Code of Conduct" which lays down guidelines and advises theDirectors and Employees of the Company on procedures to be followed and disclosures to bemade while dealing in securities of the Company.

Conservation of energy research and development technology absorption foreignexchange earnings and outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rule 2014 is appended as Annexure- 4 to theBoard's report.

Particulars of Employees

The ratio of the remuneration of each Whole-Time Director and Key Managerial Personnel(KMP) to the median of Employees' Remuneration as per Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure 5 to the Board's report.

Significant and Material orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

Extract of Annual Returns

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in Form MGT -9 is appended as Annexure 6 to the Board's report.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') anyApplication money received by the company for allotment of securities and due for refundshall be transferred to the IEPF established by the Central Government after thecompletion of seven years. Further according to the Rules the amounts which have notbeen paid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the IEPF account created by the IEPF Authority. Accordingly on 5th October2017 unclaimed Share Application money amounting to Rs. 16750 has been transferred toIEPF account as per the requirements of the IEPF rules.

Green Initiatives

Electronic copies of the Annual Report 2017-18 and the Notice of the 11th AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany / depository participant(s). For members who have not registered their emailaddresses physical copies are sent in the permitted mode.

Acknowledgements

Your Directors wish to express their appreciation for the assistance support andcooperation extended by the Banks Financial Institutions Government AuthoritiesCustomers Suppliers and all Members during the year under review. Your Directors alsowish to place on record their appreciation for the committed services by all employees ofthe Company.

For and on behalf of the Board
Venkatachalam Sesha Ayyar T.Shivaraman
Chennai Managing Director Director
03.05.2018 DIN: 06698233 DIN: 01312018