Rattanindia Power Ltd Directors Report.

Dear Shareholders,

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

FINANCIAL RESULTS (र In lakhs)

Standalone

Consolidated
Particulars March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Revenue from operation 1,90,926.97 2,01,538.21 1,92,362.37 2,05,439.31
Profit from operations before other income, finance cost & exceptional item 44,015.18 36,105.55 13,024.86 15,488.20
Other income 18,012.43 22,411.10 17,509.34 14,924.15
Finance costs 1,07,450.64 99,663.27 2,30,409.64 1,95,383.99
Profit/(Loss) before tax & exceptional Item -45,423.03 -41,146.62 -1,99,875.44 -1,64,971.64
Exceptional item 2,33,730.86 - 1,32,921.31 -
Profit/(Loss) before tax -2,79,153.89 -41,146.62 -3,32,796.75 -1,64,971.64
Tax expense - 691.06 -0.22 1,376.24
Profit/(Loss) for the year -2,79,153.89 -41,837.68 -3,32,796.53 -1,66,347.88
Owner - - -3,32,051.60 -1,66,318.74
Non-controlling interest - - -744.93 -29.14
Other comprehensive income 1.27 23.68 6,261.14 1,530.25
Total comprehensive income for the year -2,79,152.62 -41,814.00 -3,26,535.39 -1,64,817.63
Owner - - -3,25,790.46 -1,64,788.49
Non-controlling interest - - -744.93 -29.14
Paid up equity share capital
(Face Value of र 10 each) 2,95,293.34 2,95,293.34 2,95,293.34 2,94,543.34
Other equity -1,13,461.86 1,65,444.34 -3,71,133.49 -44,703.27
Non-controlling interests - - -345.45 188.46
Earnings per equity share (in र) -9.45 -1.42 -11.27 -5.65

TRANSFER TO RESERVES

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

BUSINESS REVIEW

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

With 2,700 MW commissioned capacity, the Company is amongst the top 10 Private Power Producers in the Country. Amravati Thermal Power Plant (Amravati TPP) has a long term arrangement for supply of 1,200 MW to the Maharashtra State Electricity Distribution Company Ltd (MSEDCL) and all the five units of Amravati TPP are available for supplying power. Sinnar Thermal Power Plant (Sinnar TPP) was commissioned in June-2017. Sinnar TPP has received a Letter of Intent from MSEDCL for the supply of 507 MW power under a long term PPA for a period of 25 years from this plant. As on the date of issuance of notice to the memebrs for Annual General Meeting, the Company was in the process of arranging the necessary Bank Guarantee for signing of PPA and operationalization of the power project.

The Company continued to operate at sub-optimal levels due to lower demand of electricity form MSEDCL. Pursuant to this suboptimal operation of plant, Company has been under financial stress. With an aim to resolve the severe financial stress, the Promoters along with the Company offered Binding One Time Settlement Proposal to the Lenders on 6-Dec-2018 (Binding Settlement Proposal). Company also received the letter of intent from Lenders with respect to the Binding Settlement Proposal.

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

CHANGE IN NATURE OF BUSINESS

During FY 2018-19, there was no change in the nature of Companys. business.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS

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

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

Mr. Debashis Gupta has communicated to the Company his inability to offer himself for the second term, due to prior commitments. As regards the other Independent Directors given their valuable contributions to the Company from time to time during their current tenure, which helped the Company maintain a steady and stable course, when the entire power sector has been facing turbulent times, your directors feel that it is imperative that the said Independent Directors be reappointed for a second consecutive term of five years commencing from the date of this AGM till the 17th annual general meeting of the Company.

The Nomination and Remuneration Committee has evaluated the performance of each individual Director seeking reappointment/ appointment in the ensuing Annual General Meeting including fulfillment of their independence criteria prescribed under SEBI listing regulations. The Nomination and Remuneration Committee has placed a report on performance evaluation of Independent Director, before the Board of Directors of the Company, for review.

Necessary resolutions are being proposed to the re-appointment of Mr. Narayansany Jeevagan, Mr. Sharad Behal and Mr. Sanjiv Chhikara as Independent Directors at the ensuing Annual General Meeting.

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

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

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

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

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Companys Nomination and Remuneration Policy for Directors and Key and Senior Managerial Personnel can be accessed on the Companys website at the web-link http://www.rattanindia.com/rpl/policies.

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

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The corporate philosophy and work culture of the Company, have dictated the need for proper periodic evaluation of the performance at every level and in every of organizational functioning and operations and the Board of Directors of the Company is no exception to this.

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

An annual evaluation of performance of the Board, the various Board Committees and the individual directors, involved the following: (a) at the outset, a review of the laid down performance standards in the light of changes in the applicable legal/ regulatory requirements, the prevailing socio-economic scenario and the business circumstances of the Company and making all the directors aware of the same as being the basic premises against which their performance, individually and as a part of the Board of Directors as a whole or various committees thereof, collectively.

(b) at periodic intervals, circulation of questionnaires and query sheets among the directors, requiring them to describe their performance against the relevant questions/queries, against the back drop of opportunities available to them and the bottlenecks faced by them, mentioning in detail the efforts undertaken by them, to accomplish the goals set for them.

The responses received from the Directors were thoroughly evaluated.

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

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

The Nomination and Remuneration Committee has evaluated the performance of each individual Director seeking reappointment/appointment in the ensuing Annual General Meeting including fulfillment of their independence criteria prescribed under SEBI listing regulations. The Nomination and Remuneration Committee has placed a report on performance evaluation of Independent Director, before the Board of Directors of the Company, for review.

DECLARATIONS FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 read with schedule IV thereof and the Regulation 16(1)(b) SEBI (LODR) Regulations, 2015.

MEETINGS OF THE BOARD OF DIRECTORS

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

Additionally a meeting of the Independent directors of the Company was held on March 16, 2019.

CORPORATE SOCIAL RESPONSIBILITY

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

The discharge of corporate social responsibility besides being mandated under Section 135 of the Companies Act, 2013 for companies with certain quantum of networth, turnover and profitability, has always been an area close to the heart of the Company which is why the Company has in place a very well defined Corporate Social Responsibility Policy ("CSR Policy"), drawn up by the Corporate Social Responsibility Committee ("CSR Committee") constituted by its Board of Directors which has duly approved the policy framed and recommended by the CSR Committee.

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

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

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

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company attaches utmost importance to the internal control systems in force in the Company, always striving to ensure that all facets of Companys functioning and operations are adequately and efficiently scrutinized and regulated by the control systems in force, such systems in turn, being subject to regular periodic reviews to gauge their efficacy and usefulness. This is more so in the case of internal financial controls.

The Internal control systems and in particular the internal financial controls aim to ensure that the standards of performance in terms of efficiency, quality and ethics are adhered and the provisions of the applicable laws are complied with under all circumstances, with deviations if any being identified without any loss of time and the necessary rectifications being instantly initiated Towards this end the Company has a very robust internal audit framework commensurate with and aligned to the nature and size of the business of the Company which is approved, implemented and reviewed by the Audit Committee, aided by the highly efficient internal control department, IT systems and risk management framework, all of which seek to ensure that there is absolute and truthfulness in the recording and reporting of all the financial or other information and no transactions are undertaken without proper authority and adherence to the laid down norms and rules.

RISK MANAGEMENT

Risks pertinent to and associated with the thermal power generation industry are peculiar in nature as distinguished from the risks associated with the industrial sector in the country in general, emanating from the problems which the thermal power generation sector has been facing over the last few years due to factor such as bottlenecks in the receipt of coal supplies, low power off take and the resultant low plant factors, poor health of power distribution companies which constitute the buyers for power generation companies and many other related factors all of which lead to lower or negative revenue streams and cash crunch, in turn impacting the debt service obligations of the power generators.

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

PUBLIC DEPOSITS

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

The Company has Pursuant to the provisions of Section 129, 134 and Section 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of the subsidiaries in the form AOC-1, forming part of the Annual Report. The financial statements as stated above, are also available on the website of the Company at www.rattanindia.com/rpl/annual-report

DIVIDEND

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

EXTRACT OF ANNUAL RETURN

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

The details of such companies find a mention in the Extract of Annual Return in the stipulated form MGT-9, which forms an annexure to this report, as also in the financial statements of the Company for the financial year ended March 31, 2019. The Company does not have any associate, nor is it in joint venture with any other entity.

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

The Companys Policy on material subsidiaries may be accessed on the Companys website at the web-link: http:// www.rattanindia.com/rpl/policies

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect as to the names and other particulars of the employees drawing remuneration in excess of the stipulated limits, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are therefore being sent to the Members and others entitled thereto, excluding the said information on employees particulars. However, in addition to any member interested in obtaining such information, being provided with a copy of the statement containing such information, as indicated in the foregoing para, the same is available for inspection by the Members at the

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

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are however being provided in Annexure-C, to this Report.

VIGIL MECHANISM

One of the cornerstones of the edifice in which the structure of your Company was built, is the Vigil mechanism in force through a Whistle Blower Policy, which has been in place in the Company since long and in fact, much before the law mandated the corporates to have the same.

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

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

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

MATERIAL CHANGES AND COMMITMENTS

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

GENERAL

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

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

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

3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

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

EMPLOYEE STOCK OPTIONS

As an essential ingredient of its work policy and work culture, looked upon its employees as being vitally important in its growth and development and therefore believes that the employee growth and development should be commensurate with that of the Company towards which end it has as one of the several employee welfare measures effectuated therein, had in place several employee stock option schemes namely

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

(iii) RattanIndia Power Limited Employee Stock Option Scheme-2011 (formerly known as Indiabulls Power Limited Employee Stock Option Scheme-2011), together covering nine million stock options convertible into an equivalent number of equity shares of face value र 10 in the Company.

The applicable disclosures as stipulated under the Securities And Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as on March 31, 2019 (cumulative position) with regard to the Employees Stock Option Scheme- are provided as Annexure-D, to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Schedule V of SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the applicable regulations of SEBI (LODR) Regulations, 2015 read with Schedule V thereto, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretarys Certificate certifying the Companys compliance with the requirements of Listing regulations as set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to the Report.

STATUTORY AUDITORS & AUDITORS REPORT

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

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

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

AUDIT COMMITTEE

The Audit Committee currently comprises of four members namely, Mr. Naraynasany Jeevagan Independent Director as the Chairperson, Mr. Debashis Gupta, Mr. Sanjiv Chhikara, Independent Directors and Mr. Rajiv Rattan a non-independent director. All the recommendations made by the Audit Committee, as to various matters, during the year under review, were accepted by the Board. A detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review, is set out in the Corporate Governance Report, which forms a part of the Annual Report.

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

COST AUDITORS

The Board has appointed the M/s Nisha Vats & Co., Cost Accountants, as cost auditors for conducting the audit of cost records as required under Section 148(1) of the Companies Act, 2013, to be made and maintained, of the Company for the financial year 2018-19

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Company Act, 2013 read with the rules made thereunder, the Board had appointed M/s S. Khandelwal & Co, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2018-19. SEBI vide its circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, made it compulsory for listed entity and its Unlisted Indian Material Subsidiary Companies to conduct secretarial audit. The Secretarial Audit Report of the Company and its Unlisted Indian Material Subsidiary namely Sinnar Thermal Power Limited for the financial year ended March 31, 2019, is annexed as Annexures - E & F, to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark. The Report is self – explanatory and therefore do not call for any further explanation.

SECRETARIAL STANDARDS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

3. the Directors had taken proper and sufficient care for maintaining 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;

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

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

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

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

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

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

LISTING WITH STOCK EXCHANGES

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

GREEN INITIATIVES

The policy of the Company is to focus on assessing the environmental cost of the Companys services and activities, and seeks to reduce or eliminate the negative impact and increase their positive effects.

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

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

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

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

Website : www.rattanindia.com ACKNOWLEDGEMENT

Your directors wish to express their sincere gratitude to the investors, bankers, financial institutions, governmental authorities and the employees of the Company for their continued assistance and support which has enabled the Company to turn into a major Power supplying entity in the private sector thereby being able to earn substantial operational revenues. The Company and its Directors hope for and look forward to the continuance of the same in period ahead.

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