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Rattanindia Power Ltd.

BSE: 533122 Sector: Infrastructure
NSE: RTNPOWER ISIN Code: INE399K01017
BSE 00:00 | 25 Jan 7.08 -0.04
(-0.56%)
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6.85

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7.29

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6.77

NSE 00:00 | 25 Jan 7.05 -0.10
(-1.40%)
OPEN

6.85

HIGH

7.35

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OPEN 6.85
PREVIOUS CLOSE 7.12
VOLUME 3069789
52-Week high 9.99
52-Week low 2.36
P/E 13.88
Mkt Cap.(Rs cr) 3,802
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.85
CLOSE 7.12
VOLUME 3069789
52-Week high 9.99
52-Week low 2.36
P/E 13.88
Mkt Cap.(Rs cr) 3,802
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rattanindia Power Ltd. (RTNPOWER) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting to you their Twelfth Annual Report and theAudited Statement of Accounts of the Company for year ended March 31 2019

FINANCIAL RESULTS (र In lakhs)

Standalone

Consolidated
Particulars March 31 2019 March 31 2018 March 31 2019 March 31 2018
Revenue from operation 190926.97 201538.21 192362.37 205439.31
Profit from operations before other income finance cost & exceptional item 44015.18 36105.55 13024.86 15488.20
Other income 18012.43 22411.10 17509.34 14924.15
Finance costs 107450.64 99663.27 230409.64 195383.99
Profit/(Loss) before tax & exceptional Item -45423.03 -41146.62 -199875.44 -164971.64
Exceptional item 233730.86 - 132921.31 -
Profit/(Loss) before tax -279153.89 -41146.62 -332796.75 -164971.64
Tax expense - 691.06 -0.22 1376.24
Profit/(Loss) for the year -279153.89 -41837.68 -332796.53 -166347.88
Owner - - -332051.60 -166318.74
Non-controlling interest - - -744.93 -29.14
Other comprehensive income 1.27 23.68 6261.14 1530.25
Total comprehensive income for the year -279152.62 -41814.00 -326535.39 -164817.63
Owner - - -325790.46 -164788.49
Non-controlling interest - - -744.93 -29.14
Paid up equity share capital
(Face Value of र 10 each) 295293.34 295293.34 295293.34 294543.34
Other equity -113461.86 165444.34 -371133.49 -44703.27
Non-controlling interests - - -345.45 188.46
Earnings per equity share (in र) -9.45 -1.42 -11.27 -5.65

TRANSFER TO RESERVES

In view of the accumulated losses no transfer to reserves has been made.

BUSINESS REVIEW

Your company has a well formulated strategy to tackle the challenges that the sector isfacing currently. Both the plants of the Company have all key resources in place - viz.land fuel linkage water financing arrangements etc.

With 2700 MW commissioned capacity the Company is amongst the top 10 Private PowerProducers in the Country. Amravati Thermal Power Plant (Amravati TPP) has a longterm arrangement for supply of 1200 MW to the Maharashtra State Electricity DistributionCompany Ltd (MSEDCL) and all the five units of Amravati TPP are available forsupplying power. Sinnar Thermal Power Plant (Sinnar TPP) was commissioned inJune-2017. Sinnar TPP has received a Letter of Intent from MSEDCL for the supply of 507 MWpower under a long term PPA for a period of 25 years from this plant. As on the date ofissuance of notice to the memebrs for Annual General Meeting the Company was in theprocess of arranging the necessary Bank Guarantee for signing of PPA andoperationalization of the power project.

The Company continued to operate at sub-optimal levels due to lower demand ofelectricity form MSEDCL. Pursuant to this suboptimal operation of plant Company has beenunder financial stress. With an aim to resolve the severe financial stress the Promotersalong with the Company offered Binding One Time Settlement Proposal to the Lenders on6-Dec-2018 (Binding Settlement Proposal). Company also received the letter ofintent from Lenders with respect to the Binding Settlement Proposal.

Subsequently the Company submitted a revised Settlement Proposal to the lenders whichis currently under discussion between Lenders Investors and the Company. It is expectedthat such discussion will be concluded soon.

CHANGE IN NATURE OF BUSINESS

During FY 2018-19 there was no change in the nature of Company's. business.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS

Mr. Rajiv Rattan Director (DIN:00010849) retires by rotation at the ensuing annualgeneral meeting and being eligible for reappointment offers himself for the same.

Of all the Independent Directors on the Board of the Company the term of Mr.Narayanasany Jeevagan Mr. Sanjiv Chhikara Mr. Sharad Behal and Mr. Debashis Guptaexpires on the day of the ensuing Annual General Meeting.

Mr. Debashis Gupta has communicated to the Company his inability to offer himself forthe second term due to prior commitments. As regards the other Independent Directorsgiven their valuable contributions to the Company from time to time during their currenttenure which helped the Company maintain a steady and stable course when the entirepower sector has been facing turbulent times your directors feel that it is imperativethat the said Independent Directors be reappointed for a second consecutive term of fiveyears commencing from the date of this AGM till the 17th annual general meetingof the Company.

The Nomination and Remuneration Committee has evaluated the performance of eachindividual Director seeking reappointment/ appointment in the ensuing Annual GeneralMeeting including fulfillment of their independence criteria prescribed under SEBI listingregulations. The Nomination and Remuneration Committee has placed a report on performanceevaluation of Independent Director before the Board of Directors' of the Company forreview.

Necessary resolutions are being proposed to the re-appointment of Mr. NarayansanyJeevagan Mr. Sharad Behal and Mr. Sanjiv Chhikara as Independent Directors at the ensuingAnnual General Meeting.

During the financial year 2018-19 the members of the Company in 11th Annual GeneralMeeting held on September 28 2018 had approved the appointment of Mr. Yashish Dahiya(DIN: 00706336) as an Independent Director of the Company for a period of five yearsw.e.f. September 28 2018.

It would be pertinent to mention here that the Independent Directors have alreadysubmitted with the Company (i) their consents to act as directors if so appointed (ii)declarations in terms Section 149(7) of the Companies Act 2013 to the effect that theyfulfill the criteria for independence as laid down under Section 149 and shall continue tofulfill the said criteria if re-appointed as Independent Directors for a secondconsecutive term of five years.

Post the closure of the financial year March 31 2019 the following changes took placein the Key Managerial Personnel of the Company: (a) Mr. Sameer Hasmukhlal Darji wasappointed as the Chief Financial Officer of the Company w.e.f April 15 2019 filling thevacancy caused by the resignation of Mr. Samir Taneja who had resigned as CFO of theCompany effective October 16 2018. (b) Mr. Gaurav Toshkhani Company Secretary and KeyManagerial Personnel of the Company resigned from his position as such on May 20 2019 wasreplaced by Mr. Lalit Narayan Mathpati from the same date.

(c) Mr. Aman Singh was appointed as Chief Executive Officer and Mr. Jayant Kawale(DIN:00076038) the Managing Director of the Company resigned from the office of Directorand Managing Director of the Company with effect from May 20 2019.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company's Nomination and Remuneration Policy for Directors and Key and SeniorManagerial Personnel can be accessed on the Company's website at the web-linkhttp://www.rattanindia.com/rpl/policies.

The basic tenets of the Policy seek to ensure that with the applicable legal andregulatory requirements and the corporate governance norms as the premises the personssought to be inducted on the Board of the Company as Directors and into the Company as Keyor Senior Management Personnel are so chosen that commensurate with the nature size andintricacies of its business and operations those chosen for such offices are people withthe best of knowledge and talent and rich in experience. In remunerating the Directors (inthe case of executive directors) Key and Senior Management Personnel meticulous planningand hard work goes into drawing up the remuneration packages which while ensuring adequatecompensation to the persons chosen in line with the market standards and prevailingeconomic scenario does not lead to any unfairness or imbalances in the overallremuneration structure of the Company across different hierarchical levels.

EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The corporate philosophy and work culture of the Company have dictated the need forproper periodic evaluation of the performance at every level and in every oforganizational functioning and operations and the Board of Directors of the Company is noexception to this.

Thus for the Company the evaluation of the performance of the Board of Directors as awhole the various committees thereof and of the Chairperson of the Board and theindividual directors is something which emanates from the very philosophy and culture ofthe Company rather than being a mere mandatory requirement in terms of Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended upto date.

An annual evaluation of performance of the Board the various Board Committees and theindividual directors involved the following: (a) at the outset a review of the laid downperformance standards in the light of changes in the applicable legal/ regulatoryrequirements the prevailing socio-economic scenario and the business circumstances of theCompany and making all the directors aware of the same as being the basic premises againstwhich their performance individually and as a part of the Board of Directors as a wholeor various committees thereof collectively.

(b) at periodic intervals circulation of questionnaires and query sheets among thedirectors requiring them to describe their performance against the relevantquestions/queries against the back drop of opportunities available to them and thebottlenecks faced by them mentioning in detail the efforts undertaken by them toaccomplish the goals set for them.

The responses received from the Directors were thoroughly evaluated.

(c) Additionally the extent and level of participation of various Directors in thevarious Board and Committee meetings was also used as a measure of evaluation ofperformance.

It would be pertinent to mention here that performance evaluation of theNon-Independent Directors and of the Chairperson of the Board was carried out byIndependent Directors who also assessed the quantity quality and timeliness of flow ofinformation between the Company management and Board.

The Nomination and Remuneration Committee has evaluated the performance of eachindividual Director seeking reappointment/appointment in the ensuing Annual GeneralMeeting including fulfillment of their independence criteria prescribed under SEBI listingregulations. The Nomination and Remuneration Committee has placed a report on performanceevaluation of Independent Director before the Board of Directors' of the Company forreview.

DECLARATIONS FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 read with schedule IV thereof and the Regulation16(1)(b) SEBI (LODR) Regulations 2015.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 7 (Seven) meetings of the Board of Directors of theCompany were held. The details as to the dates of such meetings and the attendance ofvarious directors of the Company thereat have been provided in the Corporate GovernanceReport.

Additionally a meeting of the Independent directors of the Company was held on March16 2019.

CORPORATE SOCIAL RESPONSIBILITY

The Company has always been conscious of the fact that no corporate entity can exist orsurvive in isolation and that since the society around it has an enormous role in itssuccess and growth it is imperative for the entity to reciprocate in appropriate measurewhich in turn entails the discharge by the entity of its corporate social responsibility.

The discharge of corporate social responsibility besides being mandated under Section135 of the Companies Act 2013 for companies with certain quantum of networth turnoverand profitability has always been an area close to the heart of the Company which is whythe Company has in place a very well defined Corporate Social Responsibility Policy("CSR Policy") drawn up by the Corporate Social Responsibility Committee("CSR Committee") constituted by its Board of Directors which has dulyapproved the policy framed and recommended by the CSR Committee.

The Corporate Social Responsibility Committee (CSR Committee) of the Companyconsists of three directors namely Mr. Sanjiv Chhikara and Mr. Debashis Gupta IndependentDirectors and Ms. Namita a non-independent director. Mr. Sanjiv Chhikara is the

Chairman of the Committee and has the primary responsibility of implementing andmonitoring the CSR Policy of the Company under the control and supervision of the Board ofDirectors.

It would be pertinent to mention here that the terms of Mr. Debashis Gupta and Mr.Sanjiv Chhikara the Independent Directors forming a part of the CSR Committee expire onthe day of the ensuing Annual General Meeting (AGM). However Mr. Gupta hasconveyed to the company his inability to continue as a Director of the Company post theexpiry of his term the other Independent Director Mr. Sanjiv Chhikara has expressed hisdesire to be re-appointment as such for second consecutive term of five years expiring onthe day of this AGM to which effect necessary resolution is set out in the Noticeconvening the ensuing AGM. In view of the above the CSR activities Committee of the Boardof Director shall have to be reconstituted post the forthcoming AGM. The CSR Policy of theCompany has been uploaded on the website of the Company and is available at the link:http:// www.rattanindia.com/rpl/policies.

The Annual report on CSR Activities forms a part of the Directors Report and is annexedhereto as Annexure A.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In due compliance with the requirements of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a well formulated and meticulously framed policy ofmateriality of related party transactions and dealing with related party transactions hasbeen in place in the Company since long which is followed in letter and spirit. Thepolicy is uploaded on the website of the Company at the weblink:http://www.rattanindia.com/rpl/policies In consonance with the tenets and requirements ofthe policy the transactions entered into by the Company with the related parties are onarms – length basis and in the ordinary course of business made with the priorapproval of the Audit Committee in respect of such of the related parties transactionsas are materially significant prior approval of the shareholders besides the priorapproval of the Audit Committee are the pre-requisites essentially followed The detailsof the related party transactions so entered into are periodically placed before theBoard of Directors of the Company for review.

The particulars of contracts or arrangements which are related party transactionswithin the meaning of Section 188 of the Companies Act 2013 entered into during thefinancial year 2018-19 have been set out in detail in the financial statements andtherefore as permitted by the first proviso to sub section (2) of Section 134 of theCompanies Act 2013 in the stipulated form AOC-2. The same are therefore not beingseparately provided in this report.

The various transactions entered into by the Company with person or entity belonging tothe Promoters/Promoter group which holds 10% or more of the shareholding in the Companyduring the financial year 2018-19 are mentioned in the Notes to the financial statement.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company attaches utmost importance to the internal control systems in force in theCompany always striving to ensure that all facets of Company's functioning and operationsare adequately and efficiently scrutinized and regulated by the control systems in forcesuch systems in turn being subject to regular periodic reviews to gauge their efficacyand usefulness. This is more so in the case of internal financial controls.

The Internal control systems and in particular the internal financial controls aim toensure that the standards of performance in terms of efficiency quality and ethics areadhered and the provisions of the applicable laws are complied with under allcircumstances with deviations if any being identified without any loss of time and thenecessary rectifications being instantly initiated Towards this end the Company has a veryrobust internal audit framework commensurate with and aligned to the nature and size ofthe business of the Company which is approved implemented and reviewed by the AuditCommittee aided by the highly efficient internal control department IT systems and riskmanagement framework all of which seek to ensure that there is absolute and truthfulnessin the recording and reporting of all the financial or other information and notransactions are undertaken without proper authority and adherence to the laid down normsand rules.

RISK MANAGEMENT

Risks pertinent to and associated with the thermal power generation industry arepeculiar in nature as distinguished from the risks associated with the industrial sectorin the country in general emanating from the problems which the thermal power generationsector has been facing over the last few years due to factor such as bottlenecks in thereceipt of coal supplies low power off take and the resultant low plant factors poorhealth of power distribution companies which constitute the buyers for power generationcompanies and many other related factors all of which lead to lower or negative revenuestreams and cash crunch in turn impacting the debt service obligations of the powergenerators.

This coupled with the general slump in the industrial sector of the country in generalare the considerations based on which a carefully considered and well thought out riskmanagement policy in the Company has been drawn up seeking to provide for way outs which would allow the Company to tide over the crisis successfully while at the same timeconcentrating on alternative recourses available to ensure continuity in power productionand release of the withheld revenues Towards the effectuation of the Risk ManagementPolicy an internal team has been created which evaluates the risks which have arisen orcould be reasonable anticipated to arise in future and suggesting the measures to be takenfor mitigating their impact within the framework of the risk management policy of theCompany..

PUBLIC DEPOSITS

During the year under review your company has not accepted any Public deposits withinthe meaning of Section 73 of the Companies Act 2013 read with framed thereunder.

DETAILS OF LOANS/GUARANTEES & SECURITIES /INVESTMENTS MADE BY THE COMPANY

Full particulars of the loans given guarantees extended or securities provided and theinvestments made by the Company in various bodies corporate are in consonance with theprovisions of Section 186 of the Companies Act 2013 and the rules framed thereunder andhave been adequately described in the notes to Financial Statements.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has Pursuant to the provisions of Section 129 134 and Section 136 of theCompanies Act 2013 read with rules framed thereunder and pursuant to Regulation 33 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 preparedconsolidated financial statements of the Company and its subsidiaries and a separatestatement containing the salient features of financial statements of the subsidiaries inthe form AOC-1 forming part of the Annual Report. The financial statements as statedabove are also available on the website of the Company atwww.rattanindia.com/rpl/annual-report

DIVIDEND

No dividend has been recommended for the financial year 2018-2019.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return of the Company as at March 31 2019 as drawn up in theprescribed form MGT-9 is annexed hereto as Annexure-B.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review there was no acquisition or disposal of its subsidiariesby the Company. However 48 subsidiary companies of the Company have filed application interms of Section 248(2) of the Companies Act 2013 read with Companies (Removal of Namesfrom the Register of Companies) Rules 2016 with the Registrar of Companies (ROC)seeking the striking off of the names of such companies from the ROC records.

The details of such companies find a mention in the Extract of Annual Return in thestipulated form MGT-9 which forms an annexure to this report as also in the financialstatements of the Company for the financial year ended March 31 2019. The Company doesnot have any associate nor is it in joint venture with any other entity.

Report on the performance and financial position of the subsidiaries in the stipulatedform AOC-1 forms a part of the consolidated financial statements.

The Company's Policy on material subsidiaries may be accessed on the Company's websiteat the web-link: http:// www.rattanindia.com/rpl/policies

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 of the Act read with Rule 5(2) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect asto the names and other particulars of the employees drawing remuneration in excess of thestipulated limits will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are therefore being sent to the Members and others entitled theretoexcluding the said information on employees' particulars. However in addition to anymember interested in obtaining such information being provided with a copy of thestatement containing such information as indicated in the foregoing para the same isavailable for inspection by the Members at the

Registered Office of the Company during business hours (Between 11:00 A.M. to 01:00P.M.) on all working days of the Company up to the date of the ensuing Annual GeneralMeeting.

The Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are however being provided inAnnexure-C to this Report.

VIGIL MECHANISM

One of the cornerstones of the edifice in which the structure of your Company wasbuilt is the Vigil mechanism in force through a Whistle Blower Policy which has been inplace in the Company since long and in fact much before the law mandated the corporatesto have the same.

The mechanism as effectuated through the aforesaid policy seeks to ensure that notonly are the applicable laws complied with in totality in both letter and spirit but alsothat highest standards of professionalism and work ethics are not compromised under anycircumstances.

Towards this end Directors employees at every level have been provided with aplatform to report and voice their grievances against any violations of laid down laws orethics or any unfair couduct with the identity of the whistle blower is kept completelyconfidential so as safeguard them against any victimization.

If the whistle blower is not satisfied with the actions taken there are recoursesavailable within the mechanism for escalation of the matter to a higher level.Additionally the Whistle Blower Policy also provides for direct access of every personto the Chairperson of the Audit Committee. The Whistle Blower Policy is available on thewebsite of the Company http:// www.rattanindia.com/rpl/policies

MATERIAL CHANGES AND COMMITMENTS

Apart from the information provided/disclosures made elsewhere in the Directors' Reportincluding Annexures thereof there are no material changes and commitments affecting thefinancial position of the Company occured between the end of the Financial year of theCompany i.e. March 31 2019 till date of this Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions pertaining to or developments in respect ofsuch matters during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except the employee stock option schemes in force in the Companyreferred to in this scheme.

3. Passing of Material orders by the Regulators or Courts or Tribunals which impact thegoing concern status and Company's operations in future.

4. Any frauds reported by the Statutory Auditors under Section 143(12) of the CompaniesAct 2013.

EMPLOYEE STOCK OPTIONS

As an essential ingredient of its work policy and work culture looked upon itsemployees as being vitally important in its growth and development and therefore believesthat the employee growth and development should be commensurate with that of the Companytowards which end it has as one of the several employee welfare measures effectuatedtherein had in place several employee stock option schemes namely

(i) RattanIndia Power Limited Employee Stock Option Plan 2008 (formerly known asSPCL-IPSL Employee Stock Option Plan 2008) (ii) RattanIndia Power Limited Employee StockOption Scheme-2009 (formerly known as Indiabulls Power Limited Employee Stock Scheme 2009)and

(iii) RattanIndia Power Limited Employee Stock Option Scheme-2011 (formerly known asIndiabulls Power Limited Employee Stock Option Scheme-2011) together covering ninemillion stock options convertible into an equivalent number of equity shares of face valueर 10 in the Company.

The applicable disclosures as stipulated under the Securities And Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 as on March 31 2019 (cumulativeposition) with regard to the Employees' Stock Option Scheme- are provided as Annexure-Dto this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) read with Schedule V of SEBI (LODR) Regulations 2015 ispresented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the applicable regulations of SEBI (LODR) Regulations 2015 read withSchedule V thereto a detailed report on Corporate Governance is included in the AnnualReport. A Practicing Company Secretary's Certificate certifying the Company's compliancewith the requirements of Listing regulations as set out in the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is attached to the Report.

STATUTORY AUDITORS & AUDITORS' REPORT

M/s Walker Chandiok & Co LLP Chartered Accountants (Registration no.:001076N/N500013) Statutory Auditors of the Company having in compliance with theprovisions of Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 was appointed as the Statutory Auditors of the Company for thefinancial year 2016-17 to the financial year 2020-21 so as to hold office as such from theconclusion of the Annual General Meeting held for the financial year 2015-2016 onSeptember 30 2016 i.e. the ninth annual general meeting till the conclusion of thefourteenth Annual General Meeting continue as the Auditors of the Company till thefinancial year 2020-2021.

The Statutory Auditors of the Company have raised a qualification in respect of certainadvances made by the Company in the course of its business to Sinnar Thermal PowerLimited a wholly owned subsidary of the Company expressing concern over the ability ofthe Company to recover the value of such advances and to make an impairment assessment inits books in regard to the same.

It has been explained to the Auditors that the management is confident of realizing thevalue of such advances and accordingly no impairment in the value of the same has beenrecorded in the books of the Company.

AUDIT COMMITTEE

The Audit Committee currently comprises of four members namely Mr. NaraynasanyJeevagan Independent Director as the Chairperson Mr. Debashis Gupta Mr. Sanjiv ChhikaraIndependent Directors and Mr. Rajiv Rattan a non-independent director. All therecommendations made by the Audit Committee as to various matters during the year underreview were accepted by the Board. A detailed description of the Audit Committee and itsscope of responsibility and powers and the number of Audit Committee meetings held duringthe year under review is set out in the Corporate Governance Report which forms a partof the Annual Report.

It would be pertinent to mention here that the terms of Mr. Narayanasany Jeevagan Mr.Sanjiv Chhikara and Mr. Debashis Gupta the Independent Directors forming a part of theAudit Committee expire on the day of the ensuing Annual General Meeting (AGM).With the exception of Mr. Debashis Gupta who has conveyed to the Company his inability tocontinue as a Director of the Company post the expiry of his term the other IndependentDirectors as aforementioned have expressed their desire to be reappointed as such for asecond consecutive term of five years expiring on the day of this annual general meetingto which effect the necessary resolutions shall be set out in the notice convening theensuing Annual General Meeting. In consequence of the above the Audit Committee of theBoard of Directors shall have to be reconstituted post the forthcoming AGM.

COST AUDITORS

The Board has appointed the M/s Nisha Vats & Co. Cost Accountants as costauditors for conducting the audit of cost records as required under Section 148(1) of theCompanies Act 2013 to be made and maintained of the Company for the financial year2018-19

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Company Act 2013 read with the rules madethereunder the Board had appointed M/s S. Khandelwal & Co Practicing CompanySecretaries to conduct Secretarial Audit of the Company for the financial year 2018-19.SEBI vide its circular CIR/CFD/CMD1/27/2019 dated February 8 2019 made it compulsory forlisted entity and its Unlisted Indian Material Subsidiary Companies to conduct secretarialaudit. The Secretarial Audit Report of the Company and its Unlisted Indian MaterialSubsidiary namely Sinnar Thermal Power Limited for the financial year ended March 312019 is annexed as Annexures - E & F to this Report. The Secretarial Audit Reportdoes not contain any reservation qualification or adverse remark. The Report is self– explanatory and therefore do not call for any further explanation.

SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards as stipulated andnotified by the Institute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134 of the Companies Act 2013 your Directors confirm that:

1. in the preparation of the annual financial statements the applicable accountingstandards have been followed and that there are no material departures from the same;

2. 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 2019 and thelosses of the Company for the year ended on that date;

3. the Directors had taken proper and sufficient care for maintaining of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. the Directors had prepared the Annual Financial Statement of the Company on a‘going concern' basis;

5. the Directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively;and

6. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company since inception has been following a policy of zero tolerance againstsexual harassment of women and in order to ensure this in all it strictness has in placean Internal Complaints Committee the constitution whereof is in complete compliance withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The anti-sexual harassment of women policy in force in the Companyhas very effectively promoted and propagated an environment and culture in the Companywhich inculcates in the male employees a spirit of utmost respect for the women workforceat every level. Towards this end training and awareness sessions for employees are held atregular intervals.

Equally important is the fact that the Policy has enough built in safeguards to makesure that no instances of sexual harassment take place in the Company. Towards this end aset of standing orders and rules have been laid down which stipulate very harsh punitivemeasures against any employee found guilty of having or attempting to have sexuallyharassed a female employee which without prejudice to the other actions taken against theoffender include immediate termination of his services. The fact that safety and securityof the women workforce in the Company has been an area given the paramount importance inthe Company explains why the Company can proudly boast or being among the safest workplaces for women in the Country. As has been the case in the previous years during theyear under review as well no complaints under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 were received during the year underreview.

LISTING WITH STOCK EXCHANGES

The shares of the Company continue to remain listed with BSE Limited and National StockExchange Limited. The Listing fee payable to the said stock exchanges for the financialyear 2019-2020 has been paid.

GREEN INITIATIVES

The policy of the Company is to focus on assessing the environmental cost of theCompany's services and activities and seeks to reduce or eliminate the negative impactand increase their positive effects.

Electronic copies of the Annual Report for Financial year 2018- 19 and Notice of the12th AGM are sent to all the members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addressesphysical copies of the Annual Report for Financial year 2018-19 and Notice of the 12th AGMare sent in the permitted mode.

The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice of the 12th AGM. This ispursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies

(Management and Administration) Rules 2014 as substituted by Companies (Management andAdministration) Amendment Rules 2015 and Regulation 44 of the SEBI (LODR) Regulations2015. The instructions for remote e-voting are provided in the Notice of 12th AGM.

However members who have received the said documents in electronic mode but seekphysical copies of the same can send their requests to the Company Secretary.

Website : www.rattanindia.com ACKNOWLEDGEMENT

Your directors wish to express their sincere gratitude to the investors bankersfinancial institutions governmental authorities and the employees of the Company fortheir continued assistance and support which has enabled the Company to turn into a majorPower supplying entity in the private sector thereby being able to earn substantialoperational revenues. The Company and its Directors hope for and look forward to thecontinuance of the same in period ahead.

For RattanIndia Power Limited
Sd/-
Place: New Delhi Rajiv Rattan
Date: August 31 2019 Chairman

.