Orient Green Power Company Ltd Directors Report.

Dear Shareholders,

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

Results of our Operations (Rs. in Lakhs)
Standalone Consolidated
Particulars 2017-18 2016-17 2017-18 2016-17
Sales and Other Income 4,257.5 6,919.94 43,313.29 46,139.00
Profit / (Loss) before Depreciation, Interest and Tax & Exceptional items 1,406.6 2,149.62 30,221.19 29,333.25
Finance Costs 5,682.12 4,780.10 23,504.79 26,737.28
Depreciation and Amortisation 576.1 1,394.33 13,662.68 16,861.36
Exceptional item 8,306 7,211.50 - (4,802.55)
Profit (Loss) before Tax (13,157.63) (11,236.32) (6,946.28) (9,462.84)
Less : Provision for Tax - - 273.70
Less : Provision for Deferred Tax - - 196.71 (147.17)
Share of Loss of Associate - - - (0.63)
Loss for the year (13,157.63) (11,236.32) (7,142.99) (9,590.00)
Other Comprehensive Income 7.91 (10.58) 820.60 (123.87)
Total Comprehensive Loss for the year (13,149.72) (11,246.90) (6,322.39) (9,713.87)
Non-Controlling Interest - - 168.99 (171.12)
Total Comprehensive Loss for the Year attributable to shareholders of the Company (13,149.72) (11,246.90) (6,491.38) (9,542.75)

Business Performance

Revenues for the year stood at Rs. 43313.29 lakhs as against Rs. 46,139.00 lakhs reported for the corresponding period last year. The Company has delivered an impressive revenue growth over a period of FY13 – FY18 aided largely by its steadily improving asset base and attractive tariff rates. Further, a growing share of newer assets in the overall mix resulted in improving the overall PLFs in turn contributing positively to revenue generation. Introduction of scheduling and forecasting mechanism to ensure improved uptime of the grid and sale of excess power to outside States has contributed positively to the sector and the business. Another, positive development has been the strengthening of the grid infrastructure enabling better integration of Tamil Nadu into the National Grid which permits Tamil Nadu to transfer excess power to meet the requirement of power deficit states.

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

This has helped the excess backlog in most of the certificates getting liquidated at the floor price. The Company liquidated REC worth Rs. 116.51 crore (Rs.38.09 Crore held by CERC) under the REC mechanism during the year (previous year Rs.38.34 crore) higher by 204%. OGPL sold 784,237 REC certificates during the year as against 255,605 certificates sold during FY17. OGPL had an unsold inventory of 0.46 lacs RECs as at the end of March 2018 valued at floor price of approximately Rs.4.90 crore.

EBITDA for the year stood at Rs.30,221.19 lakhs as against Rs. 29,333.25 lakhs generated during previous year EBITDA margins for the year stood at 70% as against previous year margin of 64%.

Depreciation for the year stood at Rs.13,662.68 lakhs as against Rs. 16,861.36 lakhs registered during last year. Interest expense for the year stood at Rs.23,504.79 lakhs as against the previous year outgo of Rs. 26,737.28 lakhs.

Loss after tax for the year stood at Rs. 6,322.39 lakhs as against a loss of Rs. 9,713.87 lakhs reported for last year.

Separation of Biomass business and sale to its Promoter Company

In view of the accumulated losses and the reduced size of the Biomass operations, the Board felt that consideration of the sale of investments of the biomass operations generate significant shareholder value and presents an attractive monetization opportunity to the Company.

Thus, during the financial year, the Board at its Meeting held on 30th June 2017 approved the transfer of 8 Biomass Subsidiaries for a consideration of Rs.49 Crores (Rupees Forty Nine Crores) being the Fair Value based on the report provided by M/s.Ernst & Young LLP, an Independent Valuer, to M/s.Janati Bio Power Private Limited which is the subsidiary of Promoter Company M/s.SVL Ltd. Along with transfer of its power undertaking of the Company situated at Chiraya & Sookri Village, Gadarwara Taluk, Narasingpur District – 487 555 Madhya Pradesh on a slump sale basis to its wholly owned subsidiary M/s. Biobijlee Green Power Limited for a total Consideration of Rs. 33.00 Crores (Rupees Thirty Three Crores). The Shareholders of the Company also approved the aforesaid sale of Biomass Undertakings through a Postal Ballot process held on September 7, 2017. The Company completed the transfer of following 8 Biomass Subsidiaries to M/s.Janati Bio Power Private Limited on 31st December 2017.

1. Orient Green Power Company (Rajasthan) Private Limited

2. SM Environmental Technologies Private Limited

3. Shriram Powergen Private Limited

4. Gayatri Green Power Private Limited

5. Orient Bio power Private Limited

6. PSR Green Power Projects Private Limited

7. Global Powertech Equipments Private Limited

8. Shriram Non-Conventional Energy Private Limited

Update on Evaluation of potential Merger of the Wind Business -

On 19th January 2017 the Board had approved a proposal to enter into a Confidentiality and Exclusivity Agreement with IL&FS Wind Energy Ltd to evaluate a potential merger of the Wind energy generation businesses of the Company and that of IL&FS. The Exclusivity Period was initially for a period of 90 days and thereafter was extended up to 31st August 2017. However both the parties decided not to extend the validity period.

Dividend

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

Consolidated Financial Statements

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

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

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

Particulars of loans, guarantees or investments

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

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 1 to the Boards Report.

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

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

Management Discussion and Analysis Report

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

Subsidiaries

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

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

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

The balance amount after making the payment to the Creditors was paid to the Equity Shareholders of the Company (Contributories) in the proportion of their Shareholding (60:40) in OEEL on April 20, 2017. The Liquidator convened the Extra Ordinary General Meeting of OEEL on June 09, 2017 and the Shareholders approved the Liquidators statement by passing the Special Resolution. Orient Eco Energy liquidation processes has been filed before the Honble High Court of Chennai by Official Liquidator for further orders.

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

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

Share Capital

During the year, the Company has issued and allotted 10,924,302 Equity Shares of Rs.10 each at a price of Rs.12.55 (including a premium of Rs.2.55 per equity share) on a preferential basis to a Non-Promoter. Such Preferential shares shall rank pari passu in all respects including as to dividend, with existing fully paid up equity shares of face value of Rs.10 each and shall also subject to lock-in, in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009.

As a result of the above allotments, the paid-up equity capital of the company increased from Rs. 7,397,996,750 comprising of 739,799,675 number of equity shares of Rs.10 each to Rs.7,507,239,770 comprising of 750,723,977 number of equity shares of Rs.10 each as on March 31, 2018. The allotted shares are listed and traded in the Stock Exchanges. Also the Company has fully utilized the Preferential Issue Proceeds.

Deposits

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

Corporate Governance

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

Internal Control System

The Company has in place an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed, keeping in view the nature of activities carried out at each location and the various business operations. The company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal controls system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, the Audit Committee met regularly to review reports submitted by the Internal Audit. All significant audit observations and follow-up actions thereon were reported to the Audit Committee. The Audit Committee also met the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the Company.

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

Directors Responsibility Statement

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

The directors confirm that:

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

(ii) the Directors had 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 the Company as at 31st March 2018 and Profit and Loss and cash flow of the Company for the year ended on that date ;

(iii) the Directors had 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 ;

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

(v) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are reasonably adequate and operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are reasonably adequate and operating effectively.

Number of Board Meetings

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

Familiarization Program for Independent Directors

The Company will impart Familiarization Programme for new Independent Directors inducted on the Board of the Company. The Familiarization Programme of the Company will provide information relating to the Company, wind energy / renewable energy industry, business model of the Company, geographies in which Company operates, etc. The programme also intends to improve awareness of the Independent Directors on their roles, rights, responsibilities towards the Company. Further, the Familiarization Programme should also provide information relating to the financial performance of the Company and budget and control process of the Company. The format of the letter of appointment is available on our website, http://orientgreenpower.com/Companies-Act-and-SEBICompliance.

Directors and Key Managerial Personnel

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

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

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

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

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

Committees of the Board

The Company has following committees of the Board:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Investment/Borrowing Committee

6. Corporate Social Responsibility Committee

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

Related Party Transactions

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI LODR. There are no materially significant Related Party transactions made by the Company with Promoters, Directors or Key Management Personnel etc. which may have potential conflict with the interest of the company at large.

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

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

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

Vigil Mechanism/Whistle Blower Policy

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

Evaluation of the Boards Performance

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

Remuneration Policy

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

A. Role of Committee

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

a) to formulate a criteria for determining qualifications, positive attributes and independence of a Director.

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

c) to carry out evaluation of Directors performance and recommend to the Board appointment / removal based on his / her performance.

d) to recommend to the Board on (i) policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management and (ii) Executive Directors remuneration and incentive.

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

f) ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks,

g) to devise a policy on Board diversity; and

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

B. Appointment criteria, qualification and Remuneration.

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

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

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

d. Removal: Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules and Regulations thereunder and / or for any disciplinary reasons and subject to such applicable Acts, Rules and Regulations and the Companys prevailing HR policies, the Committee may recommend, to the Board, with reasons recorded in writing, removal of a Director, KMP or Senior Management.

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

The remuneration / compensation / commission, etc., as the case may be, shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required and shall be in accordance with the provisions of the Act and Rules made thereunder. Further, the Managing Director of the Company is authorised to decide the remuneration of KMP (other than Managing / Whole-time Director) and Senior Management, and which shall be decided by the Managing Director based on the standard market practice and prevailing HR policies of the Company.

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

C. Composition of the Committee

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

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

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

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

D. Chairman

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

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

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

E. Committee Members Interests

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

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

F. Nomination duties

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

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

b. Ensuring that on appointment to the Board, Non- Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013;

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

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

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

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

g. Evaluating the performance of the Board members and Senior Management in the context of the Companys performance from business and compliance perspective;

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

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

j. Recommend any necessary changes to the Board; and

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

Risk Management Policy

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

Corporate Social Responsibility Policy

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

Prevention of Sexual Harassment at workplace

The Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. There were no cases reported during the financial year under the said policy.

Audit reports and auditors

Audit reports

1. The Auditors Report for the year 2017-2018 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

2. The Secretarial Auditors Report for the year 2017-2018 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as Annexure 3 to the Boards report in this Annual Report.

3. As required by the Listing Regulations, the auditors certificate on Corporate Governance is enclosed. The auditors certificate for year 2017-2018 does not contain any qualification, reservation or adverse remark.

Auditors

Statutory Auditor

M/s. G.D.Apte & Co, (Registration No100515W) Chartered Accountants, Pune had been appointed as Statutory Auditors of the Company as per Section 139 of the Companies Act, 2013 for a period of 5 years from the conclusion of Tenth Annual General Meeting till the conclusion of Fifteenth Annual General Meeting, by the members at the Annual General Meeting held on August 09, 2017.

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

Internal Auditor

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

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

Secretarial Auditor

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

Insider Trading

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

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rule 2014, is appended as Annexure- 4 to the Boards report.

Particulars of Employees

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

Significant and Material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Extract of Annual Returns

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

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules), any Application money received by the company for allotment of securities and due for refund shall be transferred to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the amounts which have not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the IEPF account created by the IEPF Authority. Accordingly, on 5th October 2017 unclaimed Share Application money amounting to Rs. 16,750 has been transferred to IEPF account as per the requirements of the IEPF rules.

Green Initiatives

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

Acknowledgements

Your Directors wish to express their appreciation for the assistance, support and cooperation extended by the Banks, Financial Institutions, Government Authorities, Customers, Suppliers and all Members during the year under review. Your Directors also wish to place on record their appreciation for the committed services by all employees of the Company.

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