IMP Powers Ltd Directors Report.

TO THE MEMBERS OF

IMP POWERS LIMITED

Your Directors have pleasure in presenting the 58th Annual Report on the business and operations of the Company together with the Audited Financial Statements alongwith the report of the Auditors for the year ended 31st March, 2020.

FINANCIAL SUMMARY

Your Companys Standalone and Consolidated Performance during the Financial Year (F.Y.) 2019 - 20 as compared with that of the previous Financial Year (F.Y.) 2018 - 19 is summarized below -

The financial highlights of the Company are as follows:

(Rs. in lakhs)

Particulars Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Turnover 26455.11 41330.57 26455.11 41330.57
Other Income 212.37 95.01 212.37 95.49
Total Revenue from Operations 26667.48 41452.57 26667.48 41426.05
Profit before Finance Cost, Depreciation & Taxes 1669.70 276.65 1696.72 3838.14
Less: Depreciation 720.38 649.55 727.53 656.77
Less: Finance Cost 3082.87 2845.69 3111.52 2886.63
Profit before Tax (2133.55) 276.65 (2142.33) 294.74
Less: Current Tax - 57.49 (6.09) 63.29
Less: Deferred Tax (709.08) 23.25 (709.25) 23.16
Profit after Tax (1424.48) 195.91 (1424.02) 208.29
Earnings Per Share
Basic (16.49) 2.27 (16.49) 2.41
Diluted (15.51) 2.22 (15.50) 2.36

SHARE CAPITAL

The Company has allotted during F.Y. 2018-19, 5,50,000 Convertible Warrants at Rs. 115/- per warrant to Advance Transformers & Equipments Private Limited (ATEPL) and Shree Kishoriju Trading & Investment Private Limited (SKTIPL) pursuant to the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2019. The warrants were issued and allotted at 115/- per warrant, convertible into 1 equity share of 10/- each at a premium of 105/- per equity share. The warrants were convertible into equity shares within a period of 18 months from the date of allotment of warrants i.e. on or before 25th May, 2020. In this regard, ATEPL and SKTPIPL paid the entire 6,32,50,000 to the company but have informed the Company about their inability to exercise their right of conversion of said Convertible Warrants into the Equity Shares of the Company on or before May 25, 2020, inter alia, due to the prevalent unprecedented health and economic crisis caused due to Covid-19 pandemic and the resultant liquidity and other limiting factors prevalent in the country and globally. In the stated background, as the period of 18 (eighteen) months for exercising the right of conversion expired on May 25, 2020, in absence of any relaxations / relief already announced, the management has taken a note of the same and in accordance with the provisions of SEBI ICDR Regulations, the Upfront Warrant Subscription Amount of 1,58,12,500/- paid by the ATEPL and SKTIPL at the time of subscription of Convertible Warrants equivalent to 25% of the total Warrant Subscription Amount is treated as forfeited. Rest of the funds are in unsecured loan form.

The Share Capital of the Company, as on 31st March, 2020 was Rs. 8,63,65,630/- (Rupees Eight Crores Sixty Three Lacs Sixty Five Thousand Six Hundred and Thirty only).

The Company has neither issued shares with differential rights as to the dividend, voting or otherwise nor issued sweat equity shares. There is no scheme for employee stock option or provision of money for shares of the Company to the employees or Directors of the Company during the aforesaid period.

TRANSFER TO GENERAL RESERVES AND DIVIDEND

Your Directors do not propose to transfer any amount to general reserves for the Financial Year ended 31st March, 2020. Further, owing to the losses, the Directors do not recommend any dividend on equity shares for the year ended March 31,2020.

IMPACT OF COVID - 19

During the last quarter of the year under review, Covid-19 (Chinese virus) developed into a global pandemic. The directors have assessed the impact of Covid-19 on the business at the balance sheet date and based on internal and external information upto the date of approval of these financial statements. The Company foresees significant material impact on the liquidity. Till the time business operations at customers end get fully functional and supplies chain with vendors totally restores, business operations of the Company will remain impacted in spite of having excellent order backlog in hand. The Company will continue to monitor the future market conditions and update its assessment.

During the unprecedented Covid-19 pandemic situation, the Company has taken a number of drastic measures to ensure safety of workforce and it has not compromised on any steps in ensuring the safety of the employees and number of preventive measures have been implemented at all the functional work sites including the following:

• Wearing of Face Masks is mandatory for employees right at the time of Starting from their home, at worksite and work commute.

• Employees have been provided transport facilities.

• Temperature screening is mandatory at time of entry and exit.

• Those with temperature are automatically referred to Doctor for further screening. Social distancing measures are in place right from time of entry gate at adequately spacing of 3 feet as well as other common places.

FUTURE OUTLOOK

While once in a century Pandemic of the Covid-19, an unforeseen Force Majeure has disrupted Indian economy (and global economy too) in general and your company in particular substantially, affecting availability of raw materials from Suppliers in Red Zones, substantial increase in price of steel, metals,copper, travel restrictions affecting inspections by customers, etc.

There are a few positive silver lining which will help the Company bounce back like a Phoenix Bird, such as good Order book of above 400 Crores, few of the Suppliers exiting transformers business, support from the lenders and banks, rationalisation of manpower, substitute of diesel by gas and other various costs cuts, etc. The Company has transformed its customers profile with entire focus on business from Non utility customers as compared to business from govt. customers.

However, intermittent STOP-START-STOP flipping of business operations lead to lot of uncertainty, impacting our liquidity with cascading effect. In such scenario, the Company has adopted a cautious approach of Survive-Stabilise-Sustain-Grow.

For bouncing back quickly, the Company looks forward to support from its lenders / Bankers through restructuring and sale of its non-core assets.

INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY

Your Companys internal controls systems commensurate with the nature and size of its business operations. Adequate internal controls, systems and checks are in place and the management exercises financial controls on the operations through a well - defined budget monitoring process and other standard operating procedures.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2020, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as on 31st March, 2020 and of the loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared Annual Accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Composition

The Composition of the Board is in conformity with Section 149 of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). The Board currently comprises of 7 (Seven) Directors out of which 2 (Two) are Executive Directors, 1 is Non - Executive Director and 4 (Four) are Non - Executive Independent Directors. The Chairman of the Board is a Non - Executive Director.

Shri Siby Antony, Independent Director of the Company resigned w.e.f. 7th May, 2019. Smt. Priyanjali A. Malpani, Director resigned from Directorship of the Company w.e.f. 11th June, 2019 in terms of the provisions of Section 168 of the Companies Act, 2013. During the year under review, Smt. Dipali S. Pitale has been appointed as Woman Additional Director (categorized as an Independent Director) of the Company with effect from 28th September, 2019. Further, the Board of Directors in its meeting held on 26th November, 2019 has approved change in designation of Shri Ramniwas R. Dhoot from Executive Director to Non - Executive Director of the Company with effect from 26th November, 2019, however, he has continued to act as "Non - Executive Chairman" of the Company.

Shri Bakul Desai, Chief Financial Officer (CFO) of the Company resigned with effect from 30th July, 2020.

Shri Vibhav S. Ranade, Company Secretary & Compliance Officer of the Company resigned without giving notice with effect from closure of business hours of 19th November, 2020.

Shri Ajay R. Dhoot, Vice - Chairman & Whole-time Director, Shri Aaditya R. Dhoot, Managing Director are the Key Managerial Personnel (KMPs) of the Company as on the date of this report.

Retirement by Rotation

Shri Aaditya R. Dhoot shall retire by rotation at the ensuing 58th Annual General Meeting (AGM) of the Company in accordance with the provisions of the Section 152 of Companies Act, 2013 and being eligible offers himself for re-appointment.

Independent Directors

Shri Ramdas T RajGuroo, Shri Prashant J. Pandit, Shri Praveen Saxena and Smt. Dipali S. Pitale are the Independent Directors as on date of this report. Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all Independent Directors of the Company pursuant to Section 149(6) of the Companies Act, 2013, as may amended from time to time, after undertaking due assessment of the veracity of the same and the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The certificates of Independence received from all the Independent Directors have been duly noted by the Board.

Meetings of the Board of Directors

During the year under review, the Board of Directors met 6 (Six) times. The agenda of the meeting is circulated to the members of the Board in advance along with necessary documents, reports, recommendations etc. so that each Board member can actively participate on agenda items during the meeting. The details of Board and Committee Meetings and the attendance of the Directors at such meetings are provided in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between the meetings was within the prescribed period under the Companies Act, 2013 ("Act") and SEBI LODR Regulations.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI LODR Regulations.

The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and NonExecutive Directors. The same was discussed at the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Familiarization Programme for Independent Directors aims to provide them an opportunity to familiarize with the Company, its Management and its operations so as to gain a clear understanding of their roles, rights and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part. The details of such familiarization programmes for Independent Directors are posted on the website of the Company viz. www.imp-powers.com.

DETAILS OF COMMITTEES OF THE BOARD

1. Audit Committee

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors. The details regarding the composition, terms of reference, meetings and attendance of members of Audit Committee of the Company are disclosed in the report of Corporate Governance, which forms part of this Annual Report.

During the Financial Year 2019-20, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

2. Nomination & Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors. The details regarding the composition, terms of reference, meetings and attendance of members of Nomination & Remuneration Committee of the Company are disclosed in the report of Corporate Governance, which forms part of this Annual Report.

3. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders Relationship Committee of the Board of Directors. The details regarding the composition, terms of reference, meetings and attendance of members of Stakeholders Relationship Committee of the Company are disclosed in the report of Corporate Governance, which forms part of this Annual Report.

4. Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors. However, since the Company does not fallunder therequirements of Section 135 of the Companies Act, 2013, it is not liable to spend any amount on CSR activity during the year.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on public deposits was outstanding as on March 31, 2020.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is enclosed as "Annexure - A" and also available on the website of the Company viz. www.imp-powers.com.

SUBSIDIARY

The Company has one subsidiary, namely, IMP Energy Limited (IEL). IEL is engaged in complete EPC Work of small hydro Power (SHP) business. IEL sets up small hydro power plants of upto 5 MW capacity and does the entire EPC work. IEL

has already successfully commissioned its 1st hydro project on EPC basis at Bairas (2 x 750KW) in October 2017 and 2nd EPC Hydro Project at Sangrah (2 x 750KW). The Company has attached along with its financial statements, a separate statement containing the salient features of the financial statements of the said subsidiary in "Form AOC-1" which is annexed as "Annexure - B".

As per Section 134 of the Act and Rule 8(1) of the Company (Account) Rules, 2014, the consolidated financial statements have been prepared by the Company in accordance with the Indian Accounting Standards. The audited consolidated financial statements together with the Auditors Report forms part of this Annual Report.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the last quarter of F.Y 2019 - 20, the Covid - 19 pandemic impacted all countries both medically and economically. The wide spread of the virus, in addition to the increasing casualties brought the world to a halt, as numerous nations initiated a lockdown to counter the outbreak. India, too, followed suit and began a country-wide lockdown for nearly three months, as a step to prevent the virus from fatally impacting the nation.

The Company has evaluated the impact of Covid-19 on its financial statements based on internal and external information upto the date of approval of these financial statements. The Company does foresee some material impact on the liquidity for some period. Till the time business operations at customers end get fully functional and supplies chain with vendors totally restores, business operations of the Company will remain impacted. However, the Silver lining is that the Company has excellent order position of above 400 Cr with major part of it from Non-govt. customers. The Company will continue to monitor the future market conditions and address the challenges..

In the Para "Future Outlook", the Company has already stated the challenges, opportunities, key steps taken by the Company and the Future Outlook.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a vigil mechanism/whistle blower policy to deal with instance of fraud and mismanagement. The details of the said policy are explained in the Corporate Governance Report and also posted on the website of the Company viz. www. imp-powers.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are given in "Annexure - C" to this report.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in annexure and forms part of this report. However, as per the provisions of the section 136(1) of the Act, this Report is sent to the shareholders excluding the said information. Any shareholder interested in obtaining such particulars may write to the Company at the Registered Office of the Company.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The transactions entered with related parties are approved by the Audit Committee, to ensure that the same are in line with the provisions of the Act and the Related Party Transaction Policy. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are audited and statement specifying the nature, value and terms & conditions of all related party transactions are placed before the Audit Committee for its review on a quarterly basis. The details of related party transactions are provided in the accompanying financial statements. In conformity with the requirements of the Act read with SEBI LODR Regulations, the Policy on Related Party Transactions as approved by the Board is available on the Companys website and can be accessed through www.imp-powers.com.

All transactions entered into with related parties during the year under review were in the ordinary course of business and on arms length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable to your Company.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Pursuant to the provisions of Section 186 of the Act, the details of Loans, Guarantees and Investments made by the Company as at 31st March, 2020 are given in the notes to the Financial Statements.

RISK MANAGEMENT

Business risks exist for any enterprise having national and international exposure. Your Company also faces such risks, the key ones being - a longer than anticipated delay in economic revival, unfavorable exchange rate fluctuations, emergence of inflationary conditions, rise in counterfeits and look-alikes and any unexpected changes in regulatory framework.

The Company is well aware of these risks and challenges and has put in place mechanisms to ensure that they are managed and mitigated with adequate timely actions.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis which includes details on the state of affairs of the Company as required under the Regulation 34(2)(e) of SEBI LODR Regulations, forms part of this Annual Report.

CORPORATE GOVERNANCE

Report on Corporate Governance duly approved by the Board of Directors in accordance with SEBI LODR Regulations, along with a certificate from the Statutory Auditors confirming the compliance is given separately in this Annual Report.

AUDITORS -

1. Statutory Auditors

Pursuant to Section 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014 and on the basis of recommendation of the Audit Committee, the Board of Directors of the Company had appointed M/s. V. S. Somani & Co. (Firm Registration No. 117589W), Chartered Accountants as the Statutory Auditors of the Company to hold office for a period of 5 consecutive years from the conclusion of 55th Annual General Meeting till the conclusion of 60th Annual General Meeting.

Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017, effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors was withdrawn from the statute. Therefore, the approval of the Members for continuance of their appointment at this AGM is not being sought.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their Auditors Report. Further, there are no frauds, details of which as required to be reported under Section 143(12) of the Act.

2. Cost Auditor

M/s. N. Ritesh & Associates were appointed as Cost Auditors by the Company under Section 148 of the Act. The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended 31st March, 2019 was 27th September, 2019 and the Cost Audit Report was filed by the Cost Auditor on 29th February, 2020.

On the recommendation of the Audit Committee, the Board of Directors in its meeting held on September 15, 2020 has reappointed M/s. N. Ritesh & Associates as Cost Auditors of the Company for the Financial Year 2020-21. The Company is seeking the ratification of the remuneration to be paid to M/s. N. Ritesh & Associates, Cost Auditors of the Company in respect of Cost Audit for the financial year ended 31st March, 2020 as mentioned in the Notice convening 58th AGM.

3. 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, the Board had appointed M/s. Priya Shah & Associates, Practicing Company Secretaries (ACS: 38171 and CP: 21827), to undertake the Secretarial Audit of the Company for the financial year 2019-20 and issue Secretarial Audit Report. The Secretarial Audit Report for the financial year ended 31st March, 2020 is appended as "Annexure - D" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

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

The Company has formed a Committee and framed a Policy on "Prevention of Sexual Harassment of Women at Work Place" and matters connected therewith or incidental thereto covering all the aspects as contained under the Sexual Harassment of Women at Work Place (Prohibition, Prevention and Redressal) Act, 2013. Your Directors state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive co-operation extended by them. Your Directors would also like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Bankers, Financial Institutions, Customers, Employees, Suppliers, other business associates and various other stakeholders.