You are here » Home » Companies » Company Overview » RTS Power Corporation Ltd

RTS Power Corporation Ltd.

BSE: 531215 Sector: Engineering
NSE: N.A. ISIN Code: INE005C01017
BSE 00:00 | 15 Feb 33.75 3.00
(9.76%)
OPEN

34.50

HIGH

35.95

LOW

32.60

NSE 05:30 | 01 Jan RTS Power Corporation Ltd
OPEN 34.50
PREVIOUS CLOSE 30.75
VOLUME 26345
52-Week high 66.40
52-Week low 23.85
P/E 5.32
Mkt Cap.(Rs cr) 28
Buy Price 33.75
Buy Qty 35.00
Sell Price 33.90
Sell Qty 200.00
OPEN 34.50
CLOSE 30.75
VOLUME 26345
52-Week high 66.40
52-Week low 23.85
P/E 5.32
Mkt Cap.(Rs cr) 28
Buy Price 33.75
Buy Qty 35.00
Sell Price 33.90
Sell Qty 200.00

RTS Power Corporation Ltd. (RTSPOWERCORPN) - Director Report

Company director report

Dear Shareholders

Your Directors have the pleasure in presenting their 70th Annual Report on the businessand operations of your Company and the audited Financial Statements of your Company forthe year ended March 31 2018:

FINANCIAL RESULTS

(Rs In Lacs)

Year ended March 31 2018 Year ended March 31 2017
Revenue from Operations 21318.17 12071.69
Other Income 207.10 210.95
Total Income 21525.27 12282.64
Less : Total Expenses 20948.75 12105.07
Profit /Loss Before Tax 576.52 177.57
Less: Tax Expenses
Current Tax 185.35 62.16
Add: Deferred Tax Charge/Credit -27.02 -34.01
Profit/Loss for the period 418.19 149.42
Other Comprehensive Income (net of Tax) 49.87 94.80
Profit carried forward 468.06 244.22

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANYFROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of your Companyoccurred between the end of the Financial Year of your Company to which the FinancialStatements relate and the date of this Report.

Further it is confirmed that there has been no change in the nature of business of yourCompany.

DIVIDEND

The Board of Directors has proposed to retain the entireamount profitof Rs. 4.68Crores in Retained

Earnings for expansion and further growth of the Company and therefore has notrecommended payment of any Dividend.

STATE OF THE COMPANY'S AFFAIRS OPERATIONAL REVIEW

Your Company is pleased to present a much improved operational performance in thecurrent year over the previous Financial Year. Revenue from Operations for the year was Rs213 crores as compared to

Rs 120 crores in the previous year resulting in an increase of 78 percent. ProfitBefore Tax also saw an increase of 225 percent to Rs 5.76 crores as against Rs 1.77 croresin the previous year. Correspondingly the carried forward profit also increased to Rs4.68 crores over Rs 2.44 crores in the previous year.

This year your Company achieved the highest turnover in its history. Your Company'soutstanding performance has been due to improved marketing and sales efforts byyourCompany. Healthy mix of Government and Private Sector orders as well geographical mixin orders executed have led to this superior performance.

The strategy of your Company to be cautious in its borrowings and selective in itsorder booking has borne fruit. Your Company has managed to almost double its sales withoutany corresponding increase in bank borrowing or external loans. As a matter of fact yourCompany has been able to reduce its unsecured loans from Rs 4.71 Crores to Rs 3.01 Crores.Going forward your Company would endeavor to further reduce its external borrowings.

The focus of your Company for the past few years has been on growthand strengtheningits financials.

The management is committed to the growth of the Company without relying on theexternal borrowings.

Your Company remains focused on achieving higher sales by targeting profitablesegments. Demand for your Company's products remain good.

FUTURE OUTLOOK

India has been witnessing a significant rise in power demand for the past few decadeson account of rapid growth in population industrialization and urbanization. Indian powersector is undergoing a significant change that has redefined the industry outlook. TheGovernment of India's focus on attaining

‘Power for all' has accelerated capacity addition in the country. Total installedcapacity of power stations in India stood at 343.79 Gigawatt (GW) as on April 2018.Thegovernment has taken up various initiatives for electrification of rural pockets of Indiawhich has spurred significant investments in the country's power sector. Notabletechnological upgrades are underway to reinforce the country's transmission anddistribution network which would continue to drive the demand for power and distributiontransformers in India.

According to "India Power & Distribution Transformers Market Forecast &Opportunities 2020" the power and distribution transformers market in India isprojected to grow at a CAGR of over 10% till 2020. In this scenario your Company expectsto sustain its growth in the coming years.

SHARE CAPITAL

The Paid-up Equity Share Capital as on March 31 2018 was Rs 8.17 Crores.

During the year under review your Company has not made any further Issue of Shares.

Your Company has so far neither issued Shares with differential voting rights norgranted Stock Options nor Sweat Equity Shares. Your Company has not made any Buy-back ofits own Equity Shares.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Monitoring and control of consumption of sources of energy like power oil etc.continued to be a priority area of your Company. Energy conservation procedures also forman important part of your Company's operational practices. No alternative sources ofenergy has so far been utilized. There is no capital investment during the year underreview on energy conservation equipment.

Your Directors have nothing to report in the matter of Technology Absorption since yourCompany has neither hired nor imported any technology from outside sources. Your Companyhas no Research and Development (R&D) Department and has not spent any amount onR& D during the Financial Year. Your Company has made export business and ForeignExchange earnings (FOB) out of such Export business during this year was Rs. 1014.63 Lacs.The Foreign Exchange outgo during this year was as follows:

Expenditure in Foreign Currency

Foreign Travelling - Rs. 13.47 Lacs

INDIAN ACCOUNTING STANDARDS

Your Company has adopted Indian Accounting Standards (‘Ind AS') with effect fromApril 1 2017.

Financial Statements for the year ended March 31 2018 have been prepared in accordancewith Ind

AS notified under the Companies (Indian Accounting Standards) Rules 2015 (as amended)read with Section 133 and other applicable provisions of the Companies Act 2013. Previousperiods' figures have been re-stated to confirm to Ind AS for comparative information.

Note No. 49 to the financial statement provides further explanation on the transitionto Ind AS.

GOODS AND SERVICE TAX (GST)

Goods and Service Tax (GST) came into effect from July 1 2017 through theimplementation of One Hundred and First Amendment of the Constitution of India. The Taxreplaced existing multiple cascading taxes levied by the Central and State Governments.

Your Company has successfully implemented and migrated to GST followed by the changesacross various departments/operations of the Company.

DIRECTORS

The Board of Directors (the Board) of your Company consists of a balanced profile-izing in different fields that enables the Board to address the various business needs ofyour Company while placing very strong emphasis on corporate governance.

(a) Appointment /Resignation of Directors

There was no change in Directors of your Company during the year under review.

(b) Independent Directors

Your Company has at present two Independent Directors namely Sri Sardul Singh Jain(DIN 00013732) and Sri Alok Kumar Banthia (DIN 00528159) which meets the requirements ofboth the Companies Act 2013 (the Act) and the Rules made thereunder as well as theprovisions contained in Regulation 17(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as " Listing Regulations").They are not liable to retire by rotation. YourCompany has received necessary declarations from the above mentioned Independent Directorsunder Section 149(7) of the Act confirming that they meet the criteria of independence asprescribed both under Sub-Section(6) of Section 149 of the Act and under Regulation 16(b)of the Listing Regulations.

(c) Re-appointment of Managing Director

The Board at its Meetings held on August 102018 and August 14 2018 has re-appointedSri Abhay

Bhutoria (DIN 00013712) as Managing Director of your Company for a further period of5(five) years from December 1 2018 subject to the approval of Members. A SpecialResolution proposing his re-appointment and the payment of remuneration to him is includedas part of the Notice convening the forthcoming Seventieth Annual General Meeting.

(d) Retirement of Director by rotation

As per the provisions of the Companies Act 2013 and the Articles of Association of theCompany Sri Ram Lal Saini (DIN 03534117) Director of your Company will retire by rotationat the forthcoming Annual General Meeting and being eligible offers himself forre-appointment.

(e) Meetings of the Board and its Committees

The number and dates of Meetings of the Board and its Committees thereof and theDirectors' present therein have been given in the Report on Corporate Governance attachedherewith.

(f) Separate Meetings of Independent Directors

As per stipulation in Clause VII of the Code for Independent Directors in Schedule IVof the Companies Act 2013 and as per Regulation 25(3) of the Listing Regulations aseparate Meeting of the Company's Independent Directors was held on October 27 2017without the attendance of Non-Independent Directors and members of the Management toreview inter alia the performance of Non-Independent Directors and the Board as whole asper the criteria formulated by the Nomination and Remuneration Committee for evaluation ofperformance of Directors and Board of Directors. They also assessed the quality quantityand timeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.

(g) Performance Evaluation of Independent Directors

The performance evaluation of Independent Directors was done by the entire Board ofDirectors as required under Regulation 17(10) of the Listing Regulations and as perstipulation in Clause VIII of the Code for Independent Directors in Schedule IV of theCompanies Act 2013 in its Meeting held on May 30 2018 excluding the IndependentDirector being evaluated as per the criteria formulated by the Nomination and RemunerationCommittee (NRC) for evaluation of performance of Independent Directors. On the basis ofthe Report of performance evaluation by the Board it shall be determined by NRC whetherto extend or to continue the term of appointment of Independent Directors.

(h) Annual Evaluation of Boardits Committees and Individual Directors

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations the Boardhas carried out an annual evaluation of its own performance of each Board Memberindividually as well as the working of its Committees .

The manner in which the evaluation was carried out was as follows:

The Nomination and Remuneration Committee of your Company formulated and laid downcriteria for Performance Evaluation of the Board (including Committees) and every Director(including Independent Directors) pursuant to the provisions of Section 134 Section 149read with Code of Independent Directors (Schedule IV) and Section 178 of the CompaniesAct 2013 and Regulation 19(4) read with Part D of Schedule II of Listing Regulationscovering inter-alia the following parameters namely: i) Board Evaluation - degree offulfilment of key responsibilities; Board culture and dynamics. ii) Board CommitteeEvaluation - effectiveness of Meetings; Committee dynamics. iii) Individual DirectorEvaluation (including IDs) - contribution at Board Meetings /Committee Meetings.

Further the Chairman and Managing/Whole-time Director are evaluated on key aspects oftheir roles which include inter-alia effective leadership to the Board and adequateguidance to the Management team respectively.

Based on these criteria the performance of the Board various Board Committees viz.Audit Committee Stakeholders' Relationship Committee and Nomination and RemunerationCommittee and Individual Directors (including Independent Directors) was evaluated by theBoard and found to be satisfactory. During the year under review the IndependentDirectors of your Company reviewed the performance of Non Independent Directors andChairman of the Company taking into account the views of Executive Directors andNon-Executive Directors.

Further the Independent Directors hold unanimous opinion that the Chairman and otherNon Independent Directors including Managing Director and Whole-time Director bring tothe Board abundant knowledge in their respective fields and are experts in theirrespective areas. Besides they are efficient dynamic matured practical and havesufficient knowledge of the Company.

The Board as a whole is an integrated balanced and cohesive platform where diverseviews are expressed and dialogued when required with each Director bringing professionaldomain knowledge to the table. All Directors are participative interactive andcommunicative.

The Chairman has abundant knowledge experience skills and understanding of theBoard's functioning possesses a mind for detail is meticulous to the core and conductsthe Meetings with poise and maturity.

The information flow between the Company's Management and the Board is complete timelywith good quality and sufficient quantity.

The following Policies of the Company are attached herewith marked as Annexure‘C' and Annexure ‘D' which have also been placed on the Company'scorporate Website www.rtspower.com:

(i) Policy for selection of Directors and determining Directors' independence; and

(ii) Remuneration Policy for Directors Key Managerial Personnel and other employees.

CHANGE IN KEY MANAGERIAL PERSONNEL

During the year there was change in the Key Managerial Personnel of the Company.SriJagabandhu

Biswas (ACS 2061) Company Secretary and Compliance Officer of the Company resignedfrom services with the close of business on September 30 2017. Sri Sandip Gupta (ACS5447) was appointed as

Company Secretary and ComplianceOfficerof the Company in the Meeting of the Board ofDirectors of the Company held on November 20 2017.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 (the ‘Act') and based uponrepresentations from the Management the Board to the best of its knowledge and beliefconfirms that:

I. in the preparation of the Annual Accounts for the year ended March 31 2018 theapplicable

Accounting Standards have been followed and there are no material departures from thesame;

II. the Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of the Profit ofthe Company for the year ended on that date; III. the Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

IV. the Directors have prepared the Annual Accounts of the Company on a ‘goingconcern' basis

V. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively ; and

VI. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively .

CORPORATE GOVERNANCE

A separate Report on Corporate Governance in format as prescribed in Part C of ScheduleV under Regulation 34(3) of the Listing Regulations forms a part of the Annual Report ofyour Company and is being attached hereto marked as Annexure- ‘A' along withthe Auditors' Certificate on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Management Discussion and Analysis as stipulated in the Part B of the saidSchedule is also attached herewith marked as Annexure –‘B'.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Sections 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

No loan or deposit has been taken or accepted from any Director of your Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act 2013 and InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016(‘IEPF Rules') (including any statutory modification(s)/re-enactment(s)/amendment(s) thereof for the time being in force) the dividend whichremains unclaimed/unpaid for a period of seven (7) years from the date of transfer to theunpaid dividend account of the Company is required to be transferred to the InvestorEducation and Protection Fund Authority (‘IEPF') established by the CentralGovernment. Pursuant to the provisions of Investor Education and Protection Fund(Uploading of information regarding unpaid and unclaimed amounts lying with companies)Rules 2012 the Company has uploaded the details of unpaid and unclaimed amounts lyingwith the Company as on September 11 2017 (date of its last Annual General Meeting) on theCompany's Website www.rtspower.com and has also filed Form

No IEPF 2 on October 28 2017 with the Registrar of Companies West Bengal.

Since the abovesaid last Annual General Meeting the Company has also transferredunpaid and unclaimed Dividend amount in respect of Final Dividend for the Financial Year2009-2010 to IEPF and filed Form No IEPF 1 on December 132017 with the Registrar ofCompanies West Bengal following such transfers.

TRANSFER OF UNCLAIMED Equity Shares TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)DEMAT ACCOUNT

Pursuant to the IEPF Rules the shares in respect of which dividend has not beenpaid/claimed by the Shareholders for seven (7) consecutive years or more is also requiredto be transferred to demat account created by the IEPF Authority.

Further in compliance with the provisions laid down in IEPF Rules the Company hadsent notices and also advertised in the newspapers seeking action from Shareholders whohave not claimed their dividends for seven (7) consecutive years or more. Accordingly forthe Financial Year ended March 31 2009 and 2010 the Company has transferred allcorresponding Equity Shares on which Dividend remained unclaimed for a period of seven (7)years to the Demat Account of the IEPF the due date of which was November 30 2017 (asper the Notification issued by Ministry of Corporate Affairs dated

October 16 2017).

It may please be noted that no claim shall lie against the Company in respect ofshare(s) transferred to IEPF pursuant to the said Rules.The voting rights in respect ofthe above Equity Shares are frozen until the rightful owner claims the Equity Shares.Allcorporate benefits on such Shares in the nature of Bonus

Shares split shares Rights etc. shall be credited to ‘Unclaimed SuspenseAccount' as applicable for a period of 7 years and thereafter be transferred in line withthe provisions of the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 read with Section 124(5) and Section 124(6) of theCompanies Act 2013.

However the Shareholders are entitled to claim their shares including all thecorporate benefits accruing on such shares if any from the IEPF Authority by submittingan online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 dulysigned by all the joint shareholders if any as per the specimen signature recorded withthe Company along with requisite documents enumerated in the Form IEPF-5 to the Company'sRTA. The Rules and Form IEPF-5 as prescribed for claiming back the shares are availableon the website of the IEPF i.e. on www.iepf.gov.in.

Members who have not claimed the dividends declared for the Financial Year March 312011 were notified to lodge their claim on or before September 10 2018 with theCompany's Registrar and Transfer Agents at the address mentioned in the Annual Report.TheCompany has already sent individual reminders to all such Members at their registeredaddress in this regard and also published notice in the newspapers as per the IEPF Rules.

In case valid claim is not received by that date the Company will proceed to transferthe respective shares to the IEPF Account in terms of the IEPF Rules. It may please benoted that no claim shall lie against the Company once such share(s)/ dividend transferredto IEPF demat account pursuant to the said Rules.

The Statement containing details of Name Address Folio No. Demat Account No. and No.of shares due for transfer to IEPF demat Account is made available on www.rtspower.com.TheShareholders are therefore encouraged to verify their records and claim their dividendsif not claimed.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided in Sub Section 3 of Section 92 of theCompanies Act 2013 and Rule 12(1) of the Companies (Management & Administration)Rules 2014 in Form MGT 9 is enclosed marked as Annexure ‘E'.

STAUTORY AUDITORS AND AUDITORS' REPORT STAUTORY AUDITORS

Members at the Sixty Ninth Annual General Meeting of the Company (AGM) held onSeptember 112017approved the appointment of M/s Lodha & Co. Chartered Accountants(FRN 301051E)as statutory Auditors of the Company for a period of five years commencingfrom the conclusion of Sixty Ninth

Annual General Meeting (AGM) held on September 112017 till the conclusion of 74th AGMof the Company to be held in the year 2022.

In terms of the provisions relating to statutory auditors forming part of the CompaniesAmendment Act

2017 notified on May 72018 ratification of appointment of Statutory Auditors atevery AGM isno more a legal requirement. Accordingly the Notice convening the ensuing AGMdoes not carry any Resolution on ratification of appointment of statutory Auditors.However M/s Lodha& Co. Chartered Accountants has confirmed that they are eligible tocontinue as statutory Auditors of the Company to audit the books of accounts of theCompany for the Financial Year ending March 31 2019 and accordingly M/s Lodha& Co.Chartered Accountants will continue to be the Statutory Auditors of the Company forFinancial Year ending March 31 2019.

REPORTS OF THE STATUTORY AUDITORS

The Notes on Financial Statements of the Company referred to in the Auditors' Reportare self-explanatory and do not call for any further comments by the Board.The Auditors'Report does not contain any qualification reservation or adverse remark.

Pursuant to the provisions of Section 143(12) of the Companies Act2013 the Auditorshave not reported any incident of fraud to the Audit Committee during the year underreview.

INTERNAL AUDITORS AND THEIR REPORT INTERNAL AUDITORS

The Board has re-appointed on the recommendation of the Audit Committee M/s K.S.Bothra & Co Chartered Accountants (FRN 304084E) as Internal Auditors of your Companyto conduct Internal Audit of the functions and activities of your Company for theFinancial Year 2018-2019.

REPORTS OF THE INTERNAL AUDITORS

During the Financial Year 2017-2018 no material or serious observation has beenreceived from the Internal Auditors of the Company for inadequacy or ineffectiveness ofsuch internal controls.

COST AUDITORS AND THEIR REPORT COST AUDITORS

Pursuant to Section 148 of the Companies Act2013 the Companies (Audit and Auditors)Rules 2014 and the Companies (Cost Records and Audit) Amendment Rules 2014 the Board ofDirectors of your Company on the recommendation of the Audit Committee has appointed M/sK. G. Goyal & Associates (FRN 000024) as Cost Auditors of your Company with dueinformation to the Central Government by way of filing the prescribed Form No CRA 2 onJune 6 2018 for conducting audit of cost records of your Company for the Financial Year2018-2019 subject to ratification of their remuneration as approved by the Board on therecommendation of the Audit Committee by the Members of the Company in its ensuing AnnualGeneral Meeting.

REPORT OF THE COST AUDITORS

For the Financial Year ending March 312017 the due date of filing the Cost AuditReport submitted by M/s K.G. Goyal & Associates Cost Auditors was October 30 2017and the same was filed with MCA on October 12 2017 in XBRL mode.

SECRETARIAL AUDITOR AND THEIR REPORT SECRETARIAL AUDITOR

The Board has appointed Sri Manoj Prasad Shaw Proprietor of M/s Manoj Shaw & Co.Practicing Company Secretary (FCS No 5517 C.P. No 4194) to conduct Secretarial Audit forthe Financial Year 2017-2018.

REPORT OF THE SECRETARIAL AUDITOR

The Secretarial Audit Report for the Financial Year ended March 312018 in theprescribed Form No MR3 is annexed herewith pursuant to Section 204(1) of the CompaniesAct 2013 and Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 marked as Annex-ure ‘F' to this Report.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIES PROVIDED

The Company has neither given any Loan and Guarantee nor provided any security in termsof Section 186 of the Companies Act 2013.

Your Company has invested Rs. 170000/-for purchase of 17000 Equity Shares of Rs10/-each of Bhutoria Brothers Private Limited during the period under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of all contracts/ arrangements/transactions entered into by the Companyduring the Financial Year with related parties referred to in Sub-Section (1) of Section188 of the Companies Act 2013 are given in Form AOC 2 as prescribed in Rule 8(2) of theCompanies (Accounts) Rules 2014 annexed herewith and marked as Annexure ‘G'.During the year the Company has not entered into any contract/arrangement/transaction withany related parties which could be considered material in accordance with the Policy ofthe Company on materiality of the related party transactions. All such contracts/arrangements /transactions with any related parties were placed before the AuditCommittee and Board for their approval. Prior omnibus approval of the Audit Committee/Board is obtained on an annual basis which is reviewed and updated on quarterly basis.

The Policies on materiality of related party transactions and dealing with relatedparty transactions as approved by the Board may be accessed on the Company's corporatewebsite at the link www.rtspower. com Your Directors draw attention of the Members to NoteNo 44 to the Financial Statements which sets out related party disclosures.

A Statement in summary form of transactions with related parties in the ordinary courseof business has been periodically placed before the Audit Committee and the Board ofDirectors for its approval before entering into such transactions or making any amendmentthereto during the year under review. For the current Financial Year 2018-2019 the AuditCommittee has given omnibus approval of related party transactions to be entered into bythe Company on the basis of criteria laid down by it and approved by the Board ofDirectors. The Audit Committee reviews on a quarterly basis the details of related partytransactions entered into by the Company pursuant to each of the omnibus approval given byit. All such related party transactions for which omnibus approval has been given by theAudit Committee has also been subsequently approved by the Board for the current FinancialYear 2018-2019.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY

Your Company does not have any Subsidiary Joint Venture and Associate Company duringthe year under review. Accordingly a statement under the provisions of Section 129(3) ofthe Companies Act 2013 containing salient features of the financial statements of theCompany's subsidiary(ies) in Form AOC-1 is not enclosed.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1)of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended by the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 (the Rules) are provided in Annexure‘H'.

Further the information as required pursuant to Rule 5(2) and 5(3) of the said Rulesalso forms a part of this Annual Report. However as per the proviso to Section 136(1) ofthe Act this Annual Report is being sent to all the Members of the Company excluding theabovesaid information. The said information is available for inspection by Members at theCompany's Registered Office during working hours date of the Annual General Meeting. AnyMember interested in obtaining such information may also write to the Company Secretary atthe Registered Office of the Company.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors constituted in terms of Regulation18 ofthe Listing Regulations and Section 177 of the Companies Act 2013 read with Rule 6 of theCompanies (Meetings of Board and its Powers) Rules 2014 has been functioning in yourCompany for a long time.

As on the close of business on March 31 2018 the Audit Committee comprises of twoNon-Executive Independent Directors Sri S. S. Jain and Sri Alok Kumar Banthia and oneExecutive Non-Independent Director Sri R. Bhutoria Vice Chairman & Whole-timeDirector of your Company. Sri S.S.Jain is the Chairman of the Committee who also chairedthe Annual General Meeting of your Company held on September 11 2017. All the Members ofthe Committee are financially literate and have accounting or related financial managementexpertise.

The Company's Accounts personnel and representatives of the statutory Auditors as wellas Internal Auditors and Cost Auditors are invitees in most of the Meetings of the AuditCommittee.

Sri Jagabandhu Biswas Company Secretary was the Secretary to the Committee uptoSeptember 302017. Sri Sandip Gupta who has been appointed as Company Secretary witheffect from November 20 2017 thereafter acts as the Secretary of the Committee.

All recommendations of the Audit Committee were duly accepted by the Board and therewere no instances of any disagreements between the Committee and the Board.

VIGIL MECHANISM

A Vigil Mechanism which also incorporates a Whistle Blower Policy in terms of theListing Regulations has been established for Directors Employees and Stakeholders toreport their genuine concerns about unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct or ethics policy or grievances in accordancewith the provisions contained in Section 177 of the Companies Act 2013 read with Rule 7of The Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of theListing Regulations. Such Vigil Mechanism provides for adequate safeguards againstvictimization of Directors Employees and Stakeholders who avail of the Vigil Mechanismand also provides for the direct access to the Chairman of the Audit Committee inappropriate or exceptional cases The Audit Committee as formed above oversees the VigilMechanism and should any of the Members of the Committee have a conflict of interest in agiven case they should recuse themselves and the others on the Audit Committee would dealwith the matter on hand.

Details in this regard have been disclosed in the Company's corporate website at thelink www.rtspower. com.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to Section 135 of the Companies Act 2013 the Companies (Corporate SocialResponsibility) Rules 2014 are applicable to the Company for the Financial Year2018-2019. A Corporate Social Responsibility Committee (CSR Committee) was constituted bythe Board of Directors of your Company at its Meeting held on August 142018 and a CSRPolicy was also formulated. A brief outline of the Company's CSR Policy including totalamount to be spent for the Financial Year 2018-2019 and the details of newly constitutedCSR Committee are provided in Annexure I forming part of this Board Report.

The CSR Policy has been hosted in the Company's corporate website at the linkwww.rtspower.com.

RISK MANAGEMENT POLICY

Keeping in view of the nature of industry in which your Company is engaged yourCompany has all along been conscious of the risk associated with the nature of itsbusiness. Senior Management personnel carried out risk identification risk assessmentrisk treatment and risk minimization procedures for all functions of the Company whichare periodically reviewed on an ongoing basis and Board Members are informed about allthese from time to time to ensure that executive management controls risk through means ofa properly defined framework. The Board of Directors is overall responsible for framingimplementing and monitoring the Company's systems for risk management.

The Board of Directors also oversees that all the risks that the organization facessuch as strategic financial credit marketing liquidity security property goodwillIT legal regulatory reputational and other risks have been identified and assessed andexecutive management keeps a vigil on such risks so that it can be addressed properly assoon as possibility of occurrence of any one of such risks arises.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has in place proper systems to ensure compliance with the provisions of theapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.

ADEQUACY OF INTERNAL FINANACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has in all material respects an adequate internal financial controlsystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 312018 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia. Your Company's internal control structure showed no reportable material weakness.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and/or material orders passed by the Regulator(s) or Court(s)or Tribunal(s) impacting the going concern status of the Company and its businessoperations in future.

PREVENTION OF SEXUAL HARASSMENT ATWORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and iscommitted to provide a healthy environment to each and every employee of the Company. TheCompany has in place ‘Policy for Prevention and Redressal of Sexual Harassment' inline with the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (hereinafter referred as "the said Act")and Rules made there under.

Your Directors state that during the year under review there was no case filedpursuantto The Sexual

Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiative and going beyond it to createnew green initiatives electronic copy of the Notice of 70th Annual General Meeting of theCompany are sent to all Members whose e-mail address are registered with the Company/Depository Participant(s). For Members who have not registered their e–mailaddresses physical copies are sent through the permitted mode.

APPRECIATION

Your Directors take this opportunity to express their whole-hearted appreciation forthe unstinted support and co-operation received from Banks State Electricity BoardsGovernment and Semi Government Authorities Power Utilities other customers vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation to all the Executives Staffs and Workers at all levelsin the Company for their sustained efforts and immense contributions to the good levels ofperformance and growth that your Company has achieved during the year under review.

Registered Office : For and on behalf of the Board of Directors
56 Netaji Subhas Road 2nd Floor S. S. JAIN
Kolkata - 700001 Chairman
Dated : August 29 2018 DIN : 00013732