India Power Corporation Ltd Directors Report

DEAR MEMBERS,

Your Directors are pleased to present the 104th Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2024.

FINANCIAL PERFORMANCE

The key highlights of the standalone and consolidated financial performance of your Company is summarised below:

( in lakhs)

	Standalone		Consolidated
Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023	Year ended 31st March, 2024	Year ended 31st March, 2023
Total income [including Regulatory income/(expense)]	67,334.20	69,588.25	69,495.73	71,841.67
Total expenditure	65,333.73	67,723.29	67,319.73	69,635.23
Share of Profit/(Loss) of Joint Venture		-	40.05	(118.41)
Profit before Tax	2000.47	1,864.96	2,216.05	2,088.03
Less: Provision for Taxation
Current Tax	969.00	656.00	975.81	656.12
Deferred Tax	(478.00)	(151.69)	(478.00)	(151.69)
Profit for the year from continuing operations	1,509.47	1,360.65	1,718.24	1,583.60
Profit for the year	1,509.47	1,360.65	1,718.24	1,583.60

REVIEW OF OPERATIONS AND STATE OF THE COMPANYS AFFAIRS

Your Company is one of the leading integrated power utilities in India that started its journey in the year 1919. Your Company has a Distribution License spread across 798 sq. kms. in the Asansol - Raniganj area of West Bengal. Your Company maintains one of the lowest transmission and distribution losses in the country which falls below 3%. Over the years, your Company has ventured into generation of electricity and has a total generation capacity of 38.8 MW comprising of 12 MW thermal power plant in Asansol, West Bengal, 24.8 MW of wind asset in Gujarat and 2 MW solar asset in West Bengal.

The total income (including Regulatory income/expense) was recorded at 67,334.20 lakhs for the financial year ended 31st March, 2024, in comparison to the previous year figure of 69,588.25 lakhs. Your Company supplied 917.43 MU of power in its license area and 43.20 MU of wind power during the financial year ended 31st March, 2024. The Standalone Profit after Tax for the financial year ended 31st March, 2024 was recorded at 1,509.47 lakhs as compared to previous years figure of 1,360.65 lakhs.

Your Companys wholly-owned subsidiary, MP Smart Grid Private Limited, has been engaged in executing a first of its kind public private partnership awarded by Madhya Pradesh Paschim Kshetra Vidyut Vitaran Company Limited, Indore, that involves installation of 3,50,000 smart meters across five towns in Madhya Pradesh.

Detailed information on your Companys operations, state of its affairs and outlook, are elaborated in the Management Discussion and Analysis Report as stipulated under Regulation 34(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), which is attached to this Report as Annexure I.

There is no material change and commitment affecting the financial position of your Company which has occurred after the end of the financial year till the date of this Report, other than those stated in this Report.

DIVIDEND

The Board of Directors have recommended a dividend of 5 (five) percent ( 0.05 per equity share of 1 each) for the financial year ended 31st March, 2024, subject to approval of the Members at the ensuing 104th Annual General Meeting. The dividend payout is in accordance with your Companys Dividend Distribution Policy formulated in terms of Regulation 43A of the Listing Regulations, which is available on your Companys website at the link https://indiapower.eom/#/ investorrelations/corporatecodespoliciepagefile?filename= Dividend-Distribution-Poliey.pdf.

RESERVES

The amount carried to the reserves and surplus for the financial year 2023-24 is given in the Standalone Financial Statements of your Company for the financial year ended 31st March, 2024.

DEPOSITS

Your Company has not accepted any deposits within the ambit of Sections 73 and 76 of the Companies Act, 2013 ("Act") and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

SHARE CAPITAL

In terms of the Scheme of Arrangement and consequent upon Amalgamation of India Power Corporation Limited ("erstwhile IPCL") (CIN: U40101WB2003PLC097340) into and with DPSC Limited (now known as India Power Corporation Limited) (CIN: L40105WB1919PLC003263), sanctioned by the Honble High Court at Calcutta vide its order dated 17th April, 2013 ("Scheme"), the Shareholders of erstwhile IPCL are entitled to be allotted 11 equity shares of 1 each of your Company for every 100 equity shares of erstwhile IPCL held by them resulting in allotment of 112,02,75,823 equity shares of 1 each ("consideration shares"). The existing holding of erstwhile IPCL in your Company i.e. 51,61,32,374 equity shares shall stand cancelled pursuant to the aforesaid Scheme and accordingly the paid-up equity share capital of your Company upon allotment of the consideration shares and cancellation as envisaged above shall stand increased from 97,37,89,640 to 157,79,33,089 comprising of 157,79,33,089 equity shares of 1 each. Cancellation and allotment of the aforesaid shares has not been given effect due to certain pending clearance(s)/approval(s) from the Stock Exchanges.

SUBSIDIARIES AND ASSOCIATES

During the year under review, Meenakshi Energy Limited which was undergoing Corporate Insolvency Resolution Process under The Insolvency and Bankruptcy Code, 2016 ("IBC") ceased to be Subsidiary of your Company with effect from 10th August, 2023 pursuant to the order of the National Company Law Tribunal ("NCLT"), Hyderabad dated 10th August, 2023.

Meanwhile, your Company has incorporated a wholly-owned subsidiary viz., MP Smart Metering Private Limited on 25th April, 2023.

In line with Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, Listing Regulations and in accordance with Indian Accounting Standards, the Consolidated Financial Statements prepared by your Company includes financial information of the subsidiary and associate companies and their contribution to the overall performance of your Company during the year under review.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the Statement in Form AOC-1 containing the salient features of the Financial Statements of your Companys subsidiaries and associate forms part of the Consolidated Financial Statements of your Company which is in addition to this Report. Further, in terms of Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the report on the highlights of the performance of the subsidiary and associate companies also forms part of Form AOC-1.

Pursuant to the provisions of Section 136 of the Act, copies of the Annual Accounts in respect of each of the subsidiaries would be available on your Companys website www. indiapower.com and copy of such audited accounts will be provided to the Members at their request.

BOARD OF DIRECTORS

• Appointment

Based on the recommendation of Nomination and Remuneration Committee and subject to approval of the Members of your Company, the Board of Directors ("Board") at its meeting held on 25th May, 2023, had approved the appointment of Mr. Debashis Bose (DIN: 06684439) as an Executive Director of your Company for a term of 3 (three) years with effect from 1st July,

2023 till 30th June, 2026. The Members of your Company approved the aforesaid appointment vide Special Resolution passed at the 103rd Annual General Meeting held on 22nd September, 2023.

Further, the Board of Directors of your Company, at their meeting held on 14th March, 2024 based on the recommendation of Nomination and Remuneration Committee had approved the appointment of Mr. Suresh Chandra Gupta (DIN: 02922231) as an Additional Director (Independent) of your Company with effect from 1st April, 2024. The Board had also appointed him as an Independent Director for a period of 5 (five) consecutive years with effect from 1st April,

2024 till 31st March, 2029 subject to approval of the shareholders.

On the approval of the Board of Directors, notice of Postal Ballot proposing the appointment of Mr. Suresh Chandra Gupta as an Independent Director has been sent to all the shareholders of the Company for their approval. The members of your Company approved the aforesaid appointment vide Special Resolution passed through Postal Ballot on 24th June, 2024.

• Director retiring by rotation

In accordance with the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Raghav Raj Kanoria (DIN: 07296482), Managing Director of your Company, retires by rotation at the ensuing 104th Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors of your Company recommends the above re-appointment.

• Retirement

Mr. Amit Kiran Deb (DIN: 02107792) and Mr. Tantra Narayan Thakur (DIN: 00024322), Independent Directors, retired on completion of their respective terms of appointment as Independent Directors with effect from 31st March, 2024. The Board of your Company place on record its sincere appreciation for the guidance and support rendered by Mr. Amit Kiran Deb and Mr. Tantra Narayan Thakur during their association with your Company.

• Cessation

Mr. Nand Gopal Khaitan (DIN: 00020588), Independent Director resigned from the Board of your Company with effect from 24th April, 2023 due to professional opportunities. He has confirmed that there is no other material reason for his resignation other than as provided. The Board of your Company has placed on records its sincere appreciation for the guidance and support rendered by Mr. Nand Gopal Khaitan during his association with your Company.

• Performance Evaluation

Pursuant to the provisions of Section 134 read with Code of Independent Directors (Schedule IV to the Act) and Section 178 of the Act and the Listing Regulations, the Board carried out the annual evaluation of the performance of the Board, the working of the Committees of the Board and Individual Directors for the financial year 2023-24. The Board of your Company evaluated the same after seeking inputs from all the Directors and expressed their satisfaction with the overall evaluation process.

Further, in the separate meeting of the Independent Directors of your Company held during the year under review, performance of non-Independent Directors, performance of the Board as a whole and the performance of the Chairman were evaluated and the quality, quantity and timeliness of flow of information between your Companys Management and the Board were assessed. The Independent Directors have expressed their satisfaction on the performance evaluation system, overall functioning of the Board and on the performance of the individual Directors.

• Declaration by Directors

As per the declarations received by your Company, none of the Directors on the Board of your Company are disqualified to be appointed as a Director of your Company under the applicable provisions of the Act and/or the Listing Regulations.

• Independent Directors

The Board of your Company have taken on record the declarations received from each of the Independent Directors confirming that they continue to meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstances or situation, which exist or may be

reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence, after undertaking due assessment of veracity of the same.

The Independent Directors of your Company have taken requisite steps towards inclusion of their name in the Databank of the Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The terms and conditions of appointment of Independent Directors are available on your Companys website at the link https://indiapower.eom/#/ investorrelations/compliance/independentdirectorspa gefile?filename=Terms-Conditions-of-Appointment-of- ID_20240620_0533331.pdf.

KEY MANAGERIAL PERSONNEL

In terms of Sections 2(51) and 203 of the Act, the following were the Key Managerial Personnel of your Company as on 31st March, 2024:

i) Mr. Raghav Raj Kanoria, Managing Director

ii) Mr. Somesh Dasgupta, Whole-time Director

iii) Mr. Debashis Bose, Executive Director

iv) Mr. Amit Poddar, Chief Financial Officer

v) Mr. Prashant Kapoor, Company Secretary

Mr. Amit Poddar, Chief Financial Officer and Mr. Prashant Kapoor, Company Secretary have resigned from the services of your Company with effect from 31st March, 2024.

The Board of your Company at their meeting held on 29th May, 2024, based on the recommendation of the Nomination and Remuneration Committee has approved the appointment of Mr. Dhananjoy Karmakar (FCS 6901) as the Company Secretary and Compliance Officer of your Company with effect from 29th May, 2024. He has also been designated as Key Managerial Personnel of your Company with effect from 29th May, 2024 pursuant to the provision of Sections 2(51) and 203 of the Act.

The Board of your Company at their meeting held on 29th May, 2024, based on the recommendation of the Audit Committee and Nomination and Remuneration Committee has approved the appointment of Mr. Anil Krishna Prasad (FCA 059406) as the Chief Financial Officer of your Company with effect from 29th May, 2024. He has also been designated as Key Managerial Personnel of your Company with effect from 29th May, 2024 pursuant to the provision of Sections 203 of the Act.

COMMITTEES OF THE BOARD

Your Company has 6 (six) Board level Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Committee of Directors set up under the formal approval and authority of the Board to carry out clearly defined roles and responsibilities. Details of the composition, terms of reference, number of meetings held during the financial year, attendance of Members etc. is provided in the Corporate Governance Report annexed hereto and forming part of this Report.

All observations, recommendations and decision of the above Committees were placed before the Board of your Company for their consideration. During the year under review, there has been no instance where the Board has not accepted the recommendations of the Committees.

BOARD AND COMMITTEE MEETINGS

During the financial year 2023-24, 5 (five) meetings of the Board of your Company were convened and held on 25th May, 2023, 11th August, 2023, 10th November, 2023, 12th February, 2024 and 14th March, 2024.

Additionally, several Committee meetings were also held during the year under review. Detailed information of particulars of meetings held during the financial year 202324 and the attendance of the Directors at such meetings are given in the Report on Corporate Governance annexed hereto and forming part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5) of the Act, your Directors to the best of their knowledge and ability and according to the information and explanations obtained by them, state and confirm that:

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2024, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2024 and of the profit of your Company for the year ended on that date;

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

d) the Annual Accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICIES AND PROCEDURES

Policies and Procedures are an essential component of your Companys Corporate Governance framework which outlines the organisational and operational structure. In line with this approach and in terms of the provisions of the Act and Listing Regulations, your Company has framed various Policies and Procedures duly approved and adopted by the Board. Your Company reviews its Policies and Procedures in view of the changing business environment and regulatory frameworks.

• Nomination & Remuneration Policy

In terms of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, your Company has in place a Nomination & Remuneration Policy which broadly lays down the guiding principles, procedures and basis for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel, including criteria for determining qualification, positive attributes, independence of a Director and payment of Remuneration to Directors, Key Managerial Personnel, Senior Management Personnel and other Employees.

During the year under review, the Board of your Company based on the recommendation of the Nomination and Remuneration Committee, approved and adopted a revised Nomination & Remuneration Policy to align it with the amendment in the provision of the Listing Regulations. The Policy is available on your Companys website at the link https:// indiapower.com/#/investorrelations/corporatecodespo liciepagefile?filename=Nomination-and-Remuneration- Policy_20240620_0518331.pdf.

• Corporate Social Responsibility

Your Company believes in a holistic approach when it comes to perceiving the society at a large. Your Company understands its social responsibility and hence has been at the epitome of being a socially responsible organisation. Your Company strives to create a value-based and empowered society through continuous and purposeful engagement with the local communities.

In line with your Companys Corporate Social Responsibility ("CSR") Policy and strategy, this year your Company focused primarily on skill development, rural and infrastructural development, relief and care, education, sports, healthcare, women empowerment, environment, promotion of cultural heritage.

The details of the CSR initiatives and projects undertaken by your Company during the financial year 2023-24 are outlined in the Annual Report on CSR activities which is attached to this Report as Annexure II.

Your Company undertakes CSR activities in accordance with the CSR Policy and CSR Annual Action Plan as approved by the Board of your Company. The CSR Policy is available on your Companys website at the link https://indiapower. com/#/investorrelations/corpo ratecodespoliciepagefile?filename=Corporate-Social- Responsibility-Policy.pdf.

• Risk Management

Your Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Act and the Listing Regulations. Your Company recognises that the emerging and identified risks need to be managed, monitored and mitigated to create sustainable value for all its stakeholders and achieve business objectives.

Pursuant to the requirement of Regulation 21 of the Listing Regulations, your Company has constituted a Risk Management Committee to oversee the Risk Management process of your Company. The Risk Management Committee biannually reviews the major risks identified and finalises related mitigation plans.

Internal Financial Control System is an integral part of the Risk Management process and the Board is of the opinion that it has been working effectively. In view of its importance, your Company makes efforts on an ongoing basis to strengthen the Internal Financial Control system.

The details of the key risks identified and the response and strategies adopted to mitigate the same are explained in the Management Discussion and Analysis Report annexed hereto and forming part of this Report.

• Internal Control Systems and their Adequacy

The details with respect to Internal Control Systems and their adequacy are provided in the Management Discussion and Analysis Report, which forms part of this Report.

• Vigil Mechanism for Directors and Employees

Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Board of your Company has in terms of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, framed and adopted a Vigil Mechanism / Whistle Blower Policy with an aim to provide a mechanism, inter alia, enabling Stakeholders, including Directors and Employees to freely communicate their concerns about suspected unethical behaviour, improper / illegal practices, leakage of Unpublished Price Sensitive Information and wrongful conduct taking place in your Company and also to provide adequate safeguard against victimisation of Directors and Employees who avail the mechanism.

The Whistle Blower Policy / Vigil Mechanism specify the procedure and reporting authority for reporting such unethical behaviour or improper activity with provisions for direct access to the Chairman of the Audit Committee for redressal. The Policy also provides for a detailed complaint and investigation process. The functioning of the Vigil Mechanism / Whistle Blower Policy is reviewed by the Audit Committee.

Your Company hereby affirms that no complaint under the Policy was received during the year under review and that no person was denied access to the Chairman of the Audit Committee. The Vigil Mechanism / Whistle Blower Policy is available on your Companys website at the link https://indiapower.eom/#/investorrelations/ corporatecodespoliciepagefile?filename=WHISTLE- BLOWER-VIGIL-MECHANISM_20240620_0522111.pdf

• Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace

Your Company has zero tolerance towards sexual harassment at workplace and remains committed to provide and promote a healthy culture and congenial working environment for all its Employees that enables Employees to work without fear of prejudice, gender bias and sexual harassment. As an organisation, your Company is committed to ensure that every Employee is treated with dignity and respect.

Your Company in order to foster a positive workplace environment, free from harassment of any nature and in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, has enacted a Policy on Prevention of Sexual Harassment and have constituted Internal Complaints Committee to redress complaint, if any, received regarding sexual harassment. During the year under review, no complaint pertaining to sexual harassment was received by your Company.

AUDITORS AND AUDITORS REPORT

• Statutory Auditors

Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. SS Kothari Mehta & Co., LLP Chartered Accountants (Firm Registration No. 000756N/ N500441) were appointed as the Statutory Auditors of your Company at the 102nd Annual General Meeting to hold office for a period of 5 (five) consecutive years, from the conclusion of the 102nd Annual General Meeting till the conclusion of the 107th Annual General Meeting of your Company to be held in the year 2027.

The Reports given by the Auditors on the Standalone and Consolidated Financial Statements of your Company for the year ended 31st March, 2024 forms part of the Annual Report. The Auditors Report on the Standalone and Consolidated Financial Statements of your Company for the year ended 31st March, 2024 contains a qualification with respect to the valuation of beneficial interest in Power Trust of 25,655.46 lakhs being derived on the basis of a valuation report. As the major underlying asset of Power Trust is subject to a case filed under Insolvency and Bankruptcy Code, 2016 (IBC) which is pending as on date, the appropriateness of the carrying amount of the beneficial interest is dependent on the assumptions regarding the outcome of the case and hence may change significantly. As the matter is sub-judice, the impact of the above matter on the Statement cannot be ascertained. Your Company has receivables of 19,970 lakhs from Power Trust with respect to sale of investments by the Holding Company, necessary provision against the same has not been made in the Statement. Considering the receivable amount being unsecured and recovery of the same being dependent on the outcome of the case as referred above, the impact on the Statement cannot be quantified. Valuation of beneficial interest in Power Trust has been carried out by an independent registered valuer as on the year end and change in value has been accounted for. Any further change in value of beneficial interest in Power Trust will be accounted for on outcome of the case pending with NCLT and as per valuation report. Presently the matter is sub-judice.

It further contains a qualification with respect to an appeal before NCLAT under the Insolvency and Bankruptcy Code, 2016 challenging the order passed by NCLT, Hyderabad dismissing section 7 application filed by State Bank of India. The matter is presently sub- judice.

It further contains a qualification with respect to unsecured loans including interest accrued thereon of 3,753.24 lakhs recoverable from Meenakshi Energy Limited ("MEL"). Pursuant to initiation of Corporate Insolvency Resolution Process ("CIRP") in respect of MEL, MEL which was undergoing Corporate Insolvency Resolution Process under The Insolvency and Bankruptcy Code, 2016 ("IBC") ceased to be Subsidiary of your Company with effect from 10th August, 2023 pursuant to the order of the National Company Law Tribunal ("NCLT"), Hyderabad dated 10th August, 2023. Your Company is having a claim on account of the Valuation of the Shares of MEL which was invoked by SBI Cap Trustee on 2nd May 2018 for which a Suit has been filed before the Commercial Court, Alipore. Pending outcome of the said Suit the Management considers the value of receivables from MEL as good.

It further contains a qualification with respect to one of the power suppliers who have adjusted the dues related to your Company amounting to 8717.06 lakhs from another body corporate. Your Company has disputed the same and is taking necessary steps to address the matter and is pursuing the same with the said power supplier. Till the matter is resolved, your Company is continuing to show the balance outstanding of the said power supplier as trade payable.

It further contains a qualification with respect to outstanding Electricity Duty amounting to 11,981.33 lakhs as at March 31, 2024 as per the relevant provisions of the Bengal Electricity Duty Act, 1935. The matter as set forth in the said note, indicate uncertainty on the outcome and its consequential impact and as such the effect on the Statement cannot be ascertained. Your company is taking necessary steps to address the matter and is of the view that penalty proceeding for delay in depositing the aforesaid dues will not be initiated against the Company.

The Statutory Auditors of your Company have not reported any incident of fraud to the Audit Committee of your Company during the year under review in terms of provisions of Section 143(12) of the Act.

• Cost Auditors

Pursuant to Section 148(2) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and get its cost records audited by a Cost Accountant and accordingly such accounts and records are maintained by your Company. The Board of Directors of your Company at its meeting held on 29th May, 2024 based on the recommendation of the Audit Committee, has approved the re-appointment of M/s. Mani & Co., Cost Accountants (Firm Registration No. 000004) as the Cost Auditors to conduct the audit of the cost records of your Company for the financial year ending 31st March, 2025.

The remuneration payable to the Cost Auditors is subject to ratification of the Members at the ensuing 104th Annual General Meeting. Accordingly, appropriate resolution for ratification of the remuneration payable to M/s. Mani & Co., Cost Accountants to conduct the audit of cost records of your Company for the financial year ending on 31st March, 2025 shall be included in the Notice convening the ensuing 104th Annual General Meeting for seeking approval of the Members.

• Internal Auditors

M/s. Saraf & Chandra LLP has been appointed as the Internal Auditor of your Company for the financial year ending on 31st March, 2025 pursuant to Section 138(1) of the Act to conduct the internal audit of the functions and activities of your Company. The Internal Auditor report to the Audit Committee. The I nternal Audit Report is placed at the meetings of Audit Committee on a quarterly basis for their review.

• Secretarial Auditors

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed thereunder and Regulation 24A of the Listing Regulations, M/s. MR & Associates, Practising Company Secretaries, had been re-appointed to conduct the secretarial audit of your Company for the financial year ended on 31st March, 2024. The Secretarial Audit Report is attached to this Report as Annexure III.

The Secretarial Auditors have made an observation in the Secretarial Audit Report with respect to the pending West Bengal Electricity Regulatory Commission (WBERC) matter. WBERC vide its order dated 7th July, 2014 in its suo-moto proceedings against your Company in respect of the Scheme has held that the said arrangement needs prior approval of WBERC under Section 17(4) of the Electricity Act, 2003 and in absence of such prior approval, WBERC has held the Scheme as void as a licensee. The said order was challenged by your Company before the Honble High Court at Calcutta and the single member bench of Honble High Court at Calcutta quashed the said order dated 7th July, 2014 by allowing the Writ Application. WBERC has preferred an appeal against the order of the single member bench before the division bench of the Honble High Court at Calcutta. The disposal of the matter is presently pending.

The Company has outstanding Electricity Duty amounting to 11,981.33 lakhs as at March 31, 2024 as per the relevant provisions of the Bengal Electricity Duty Act, 1935.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V to the Listing Regulations, the Report on Corporate Governance is attached to this Report as Annexure IV and the Certificate from M/s. SS Kothari Mehta & Co. LLP, the Statutory Auditors of your Company, conforming compliance of the conditions of Corporate Governance forms part of the said Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors of your Company has adopted a Related Party Transactions Policy to ensure proper approval, reporting and disclosure processes are in place for all transactions between your Company and Related Parties. The Related Party Transactions Policy is available on your Companys website at the link https://indiapower.eom/#/ investorrelations/corporatecodespoliciepagefile?filename=IP CL-RELATED-PARTY-TRANSACTION-POUCY-ll-022022.pdf.

All Related Party Transactions entered into by your Company during the financial year 2023-24 were in the ordinary course

of business and on an arms length basis and in accordance with the provisions of the Act, the Listing Regulations and the Related Party Transactions Policy of your Company. No material Related Party Transaction arising from contract / arrangement / transaction under the purview of Section 188(1) of the Act was entered into with any Related Party during the financial year 2023-24. The disclosure of Related Party Transactions in terms of Section 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company. The details of Related Party Transactions entered by your Company with Related Parties during the financial year 2023-24 are set out in the Notes to the Financial Statements for the financial year ended 31st March, 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company, being engaged in the business of providing infrastructure facilities, the loans made, guarantees given or security provided and the investments / acquisitions made by your Company by way of subscription, purchase or otherwise in the securities of any other body corporate are exempt from the applicability of provisions of Section 186 of the Act.

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

The statement containing the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached to this Report as Annexure V.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

There has been no significant and material order passed by the Regulators / Courts / Tribunals impacting the going concern status of your Company and its future operations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statements containing the information to be disclosed in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure VI and Annexure VII.

COMPLIANCES WITH APPLICABLE SECRETARIAL STANDARDS

Your Directors confirm that the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the financial year ended 31st March, 2024 in terms of Regulation 34(2)(f) of the Listing Regulations is attached to this Report as Annexure VIII.

ANNUAL RETURN

In terms of the provisions of Sections 92(3) and 134(3) of the Act, the draft of the Annual Return for the financial year ended 31st March, 2024 is available on your Companys website and can be accessed at the link https:// indiapower.eom/#/in vestorrelations/financialinformation/ annualreturnpagefile?filename=DRAFT%20ANNUAL%20 RETURN%202024_20240603_0307411.pdf.

OTHER DISCLOSURES / REPORTING

No disclosure or reporting is required in respect of the following items as there were no transaction done on these items during the year under review:

• There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

• There was no issue of sweat equity shares.

• Your Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• There was no receipt of any remuneration or commission by the Executive Directors of your Company from any of its subsidiaries.

• There was no revision in the Financial Statements or the Report of the Board of your Company.

• There was no change in the nature of business.

During the financial year 2021-22, State Bank of India had filed an application before Honble NCLT, Hyderabad against your Company (in its capacity as a Corporate Guarantor of MEL) under Section 7 read with Section 60(2) of IBC. Honble

NCLT, Hyderabad dismissed the application vide Judgment & Order dated 30th October, 2023. State Bank of India has filed an appeal against the Judgment & Order dated 30th October,2023 of the Honble NCLT, Hyderabad under Section 61 of the Insolvency and Bankruptcy Code, 2016 before the NCLAT, Chennai. The matter is presently pending. The issue whether there exist a debt due to the lenders of MEL is presently sub-judice and hence the liability of your Company, if any, in its capacity as a Corporate Guarantor is not crystallized.

During the financial year 2020-21, Gupta Power Private Limited, an operational creditor had filed an application under Section 9 of IBC before Honble NCLT, Kolkata. Honble NCLT, Kolkata dismissed the application vide Judgment and Order dated 17th July, 2023. Gupta Power Private Limited has preferred an appeal under Section 61 of the Insolvency and Bankruptcy Code, 2016 before the Honble NCLAT, Delhi against the said Judgment and Order dated 17th July, 2023. The matter is presently sub-judice.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the co-operation and assistance extended to your Company by the Ministry of Power, WBERC, Central Electricity Regulatory Commission, various Ministries of the Central and State Governments particularly the Power Departments, State Discoms, Central and State Transmission Companies, West Bengal Green Energy Development Corporation Limited, Damodar Valley Corporation, Power Exchanges, Department of Public Enterprises, Securities and Exchange Board of India, Stock Exchanges, Ministry of Corporate Affairs and other concerned Government departments / agencies.

The Board of Directors of your Company also conveys their gratitude to the valuable Stakeholders of your Company viz., the Shareholders, Bankers, Contractors, Suppliers and other business associates for their continued trust and excellent support and the Consumers for their unwavering patronage. The Directors also places on record their appreciation for the unstinted efforts and contributions made by the Employees of your Company.

		For and on behalf of the Board of Directors
	Raghav Raj Kanoria	Somesh Dasgupta
Place: Kolkata	Managing Director	Whole-time Director
Date: 29th May, 2024	DIN: 07296482	DIN: 01298835