RTS Power Corporation Ltd Directors Report.

Dear Shareholders,

Your Director have pleasure in presenting the 73rd Annual Report on the business and operations of your Company together with the audited Financial Statements for the year ended March 31, 2021:

Financial Results and State of Affairs (Rs. in Lakhs)

Financial Year ended March 31, 2021 Financial Year ended March 31, 2020 Financial Year ended March 31, 2021 Financial Year ended March 31, 2020
(Standalone) (Standalone) (Consolidated) (Consolidated)
Revenue from Operations 6,069.79 11,227.07 7,752.87 11,162.40
Other Income 708.26 2,020.21 635.40 200.59
Profit Before Depreciation, Finance Costs , Exceptional items and Tax Expenses 973.26 861.98 896.89 790.60
Less : Depreciation/Amortization/ Impairment 227.56 250.00 306.77 250.00
Profit Before Finance Costs, Exceptional items and Tax Expenses 745.70 611.98 590.12 611.98
Less: Finance Costs 211.33 284.78 233.70 284.78
Profit before Exceptional Items and Tax Expenses 534.37 327.20 356.42 255.82
Add/Less Exceptional Items 0 0 0 0
Profit Before Tax Expense 534.37 327.20 356.42 255.82
Less: Tax Expenses
Current Tax 75.91 188.28 75.91 188.28
Add: Deferred Tax Charge/Credit 47.13 (1,047.17) 47.13 (1,047.17)
Profit for the year 411.33 1,186.09 233.38 1,114.71
Other Comprehensive Income (Net of Tax) (13.45) 34.10 (13.45) 34.10
Total 397.88 1,220.19 219.33 1,148.81

Company’s Performance

Your Company presents its seventy third operational performance for the Financial Year 2020-2021.

Net Revenue from Operations for the year was 60 crores as compared to 112 crores in the previous year resulting in a decrease of 46.42%. However Profit Before Tax has increased by 63.31 % to 5.34 crores as against 3.27 crores in the previous year. Given the fall in demand for Transformers and Cables, your Company has expanded its portfolio of products and services by setting up a wholly - owned Subsidiary, Reengus Wires Private Limited was formed in year 2019 for manufacture of galvanized wires and strips. This plant has now commenced commercial production and is trying to establish itself in the market. The response so far has been encouraging. Due to the onset of Covid-19, Indian Utilities have been facing various headwinds. Their financial position is today very precarious. Most Utilities have postponed their purchase of Capital Equipment, severally affecting the Indian Electrical Equipment Industry. At this stage the outlook of our industry remains extremely subdued and challenging. Your company has adopted a very cautious approach towards only selected order booking from Utilities. Given low external borrowings and very low Total Outside Liability, your company is in a better position than many of its competitors to weather the present storm. Your Company remains very careful in selecting its customers and is targeting only profitable segments with payment certainty. Demand for your Company’s products remain very poor at present.

Material Changes and commitments, if any, affecting financial position of the Company from the end of the Financial Year and till the date of this Report

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

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

Dividend

The Board of Directors has proposed to retain the entire amount of Profit of 3.97 Crores for expansion and further growth of your Company and, therefore, has not recommended payment of any Dividend.

COVID 19

After around a year into the COVID-19 pandemic, it is still a prime concern for the global economies with its new mutations. Sharp resurgence in number of confirmed cases, followed by re-introduction of lockdown measures in affected regions of world caused disruption in business activities.

The COVID-19 pandemic is a worldwide crisis and has meant that the economies will have to operate alongside the disease.

The Company strictly followed the guidelines issued by the local, state and central governments and also went beyond to protect the health and well-being of its workforce and ensured minimum disruption to its customers. Despite this, the sales of the Company were affected due to the pandemic.

Future Outlook

Power distribution is one of the areas in which India is looking to multiply its capability rapidly. Driven by the exhortation from the government and corresponding initiatives, the sector is witnessing a host of manufacturers looking to meet the demand for transformers and other equipment. As a result, the power and distribution transformer market in India is expected to witness continuous growth in the near future owing to government initiatives to boost the electrification rate and uplift the operational efficiency of (DISCOMS) in the nation.

There has been a surge in demand for power in India which has been fostered by an increase in capacity utilization, industrialization, urbanization and population. Currently, India has the fifth largest installed capacity in the power sector worldwide. Further reforms such as Power for all and plans to add 175 GW of capacity by 2022 would surge the demand for power transmission and distribution equipment. Transformer manufacturers are gearing up for this challenge of fulfilling the demand.

With a near total village and household electrification having been achieved, it shall endeavor to provide stable and continuous power to all Indians.

This should translate into huge investments in strengthening the Grid, particularly the distribution network which shall offer your Company, which primarily operates in this segment, many exciting opportunities. The health of Distribution companies (DISCOMS) remains an area of concern. Therefore, for the Government to properly implement its plans, this issue needs to be addressed. As long as the Government’s investment in the Power Sector remains high, demand for your Company’s products will continue to rise.

Share Capital

The Company has a Paid up Share Capital of 9.17 Crores as on March 31, 2021.

There has been no change in the Authorized Share Capital of your Company which remains at _ 22 Crores.

Your Company has neither issued Shares with differential voting rights nor granted Stock Options nor Sweat Equity Shares. Your Company has not made any buy-back of its own Equity Shares.

Credit Rating

Brickwork Ratings India Private Limited maintained its credit ratings

During the year your Company has received its Credit ratings from Brickwork Ratings India Private Limited. The Company maintained its credit ratings at BBB- and its short term Bank facilities Credit rating at A3. The letter containing the credit ratings is available in the Company’s Corporate Website www.rtspower.com and can be accessed under the head "Investor Relations".

Energy Conservation, Technology Absorption & Foreign Exchange Earnings and Outgo

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

Your Director have nothing to report in the matter of Technology Absorption since your Company has neither hired nor imported any technology from outside sources. Your Company has no Research and Development (R&D) Department and has not spent any amount on R& D during the Financial Year.

Your Company had an Export turnover of _ 388.37 Lakhs, lower than that of the previous year. This was mainly on account of non-availability of foreign currency in some of the exporting countries.

The Foreign Exchange outgo during this year was as follows: Expenditure in Foreign Currency

Foreign Travelling _ 4.25 Lakhs

Indian Accounting Standards

Your Company has adopted Indian Accounting Standards (‘IND- AS’) with effect from April 1, 2017. Financial Statements for the year ended March 31, 2021 have been prepared in accordance with IND-AS notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) read with Section 133 and other applicable provisions of the Companies Act, 2013.

Director

The Board of Director (the Board) of your Company consists of a balanced profile of Member specializing in different fields that enables the Board to address the various business needs of your Company, while placing very strong emphasis on corporate governance.

(a) Appointment /Resignation of Director

Mr. Siddharth Bhutoria Appointed as a whole time director of the company with effect from July 15, 2020 Mr. Ram Lal Saini resigned as Non-Executive Director of the Company with effect from December 05, 2020.

(b) Independent Director

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

(c) Retirement of Director by rotation

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Rajendra Bhutoria (DIN: 00013637), Director of your Company, will retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer himself for re-appointment.

A Resolution seeking Member’ approval for his re-appointment forms a part of the Notice convening the Seventy Third Annual General Meeting.

(d) Meetings of the Board and its Committees

The number and dates of Meetings of the Board and its Committees thereof and the Director present therein have been given in the Report on Corporate Governance attached herewith.

(e) Separate Meetings of Independent Director

As per stipulation in Clause VII of the Code for Independent Director in Schedule IV of the Companies Act, 2013 and as per Regulation 25(3) of the Listing Regulations, separate Meetings of the Company’s Independent Director was held on 30th December, 2020 without the attendance of Non-Independent Director and member of the Management to review, inter alia, the performance of Non-Independent Director and the Board as whole as per the criteria formulated by the Nomination and Remuneration Committee for evaluation of performance of Director and Board of Director. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In addition to these formal Meetings, interaction outside the Board Meetings also take place between the Chairman and Independent Director.

(g) Performance Evaluation of Independent Director

The performance evaluation of Independent Director was done by the entire Board of Director as required under Regulation 17(10) of the Listing Regulations and as per stipulation in Clause VIII of the Code for Independent Director in Schedule IV of the Companies Act, 2013 in its Meeting held on June 04, 2020, excluding the Independent Director being evaluated as per the criteria formulated by the Nomination and Remuneration Committee (NRC) for evaluation of performance of Independent Director. On the basis of the report of performance evaluation by the Board, it shall be determined by NRC whether to extend or to continue the term of appointment of Independent Director.

(h) Annual Evaluation of Board, its Committees and Individual Director

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual evaluation of its own performance, of each Board Member individually as well as the working of its Committees.

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

The Nomination and Remuneration Committee of your Company formulated and laid down criteria for Performance Evaluation of the Board (including Committees) and every Director (including Independent Director) pursuant to the provisions of Section 134, Section 149 read with Code of Independent Director (Schedule IV) and Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of Listing Regulations covering inter-alia the following parameters, namely:

i) Board Evaluation - degree of fulfillment of key responsibilities; Board culture and dynamics.

ii) Board Committee Evaluation - effectiveness of Meetings; Committee dynamics.

iii) Individual Director Evaluation (including IDs) - contribution at Board Meetings /Committee Meetings. Further, the Chairman and Managing/Whole-time Director are evaluated on key aspects of their roles which include, inter-alia, effective leadership to the Board and adequate guidance to the Management team respectively. Based on these criteria, the performance of the Board, various Board Committees viz. Audit Committee, Stakeholders’ Relationship Committee and Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Individual Directors (including Independent Director) was evaluated by the Board and found to be satisfactory.

During the year under review, the Independent Directors of your Company reviewed the performance of Non- Independent Director and Chairman of the Company, taking into account the views of Executive Director and Non-Executive Director.

Further, the Independent Directors hold unanimous opinion that the Chairman and other Non-Independent Director, including Managing Director and Whole-time Director, bring to the Board abundant knowledge in their respective fields and are experts in their respective areas. Besides, they are efficient, dynamic, matured, and practical and have sufficient knowledge of the Company.

The Board as a whole is an integrated, balanced and cohesive platform where diverse views are expressed and discussed when required, with each Director bringing professional domain knowledge to the table. All Directors are participative, interactive and communicative.

The Chairman has abundant knowledge, experience, skills and understanding of the Board’s functioning, possesses a mind for detail, is meticulous to the core and conducts the Meetings with poise and maturity. The information flow between the Company’s Management and the Board is complete, timely with good quality and sufficient quantity.

The following Policies of the Company are attached herewith marked as Annexure ‘C’ and Annexure ‘D’, which have also been placed on the Company’s corporate website www.rtspower.com under the head "Investor Relations":

(i) Policy for selection of Director and determining Director ‘ independence; and

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

Change in Key Managerial Personnel

Mr. Siddharth Bhutoria appointed as a whole time director of the company with effect from July 15, 2020 Mr. Sharad Bhutoria resigned as Chief Executive officer of the company with effect from July 13, 2020 Mr. Ram Lal Saini resigned as Non-Executive Director of the Company with effect from December 05, 2020.

Directors’ Responsibility Statement

Pursuant to Section 134(3) (c) and 134(5) of the Companies Act, 2013 (the ‘Act’) and, based upon representations from the Management, the Board, to the best of its knowledge and belief, confirms that:

a. in the preparation of the Annual Accounts for the year ended March 31, 2021, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. the Director 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 affair of the Company as at March 31, 2021 and of the Profit of the Company for the year ended on that date;

c. the Director 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 the Company and for preventing and detecting fraud and other irregularities;

d. the Director have prepared the Annual Accounts of the Company on a ‘going concern’ basis ;

e. the Director have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively ; and

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

Declaration by Independent Directors and Statement on compliance of Code of Conduct

Your Company confirms that necessary declaration with respect to independence has been received from all the Independent Directors of the Company and that the Independent Directors have complied with the Code for Independent Director prescribed in Schedule IV to the Act. The Independent Director also confirm that they are not aware of any circumstance or situation , which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the management.

Maximum tenure of Independent Director

The maximum tenure of Independent Director is in accordance with the Companies Act, 2013 and Regulation 25(2) of the SEBI Listing Regulations.

Formal letter of appointment to Independent Director

The Company had issued a formal letter of appointment to Independent Director in the manner as provided in the Companies Act, 2013. As per Regulation 46(2) of the SEBI Listing Regulations, the terms and conditions of appointment of Independent Directors are placed on the Company’s Corporate Website www.rtspower.com and can be accessed under the head "Investor Relations."

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the related requirements set out in the Listing Regulations. A separate Report on Corporate Governance in format as prescribed in Part C of Schedule V under Regulation 34(3) of the Listing Regulations with Additional Shareholder Information (Annexure B’) along with the Auditors’ Certificate thereon form a part of the Annual Report of your Company and is being attached hereto marked as Annexure- ‘A’.

All Board Member and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Financial Year 2020-21. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.

Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed to this Report.

Management Discussion & Analysis

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Management Discussion and Analysis is also attached herewith marked as Annexure –‘B’.

Deposits

Your Company has not accepted any Deposit within the meaning of Sections 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on March 31, 2021.

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

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’) (including any statutory modification(s)/ re-enactment(s) / amendment(s) thereof, for the time being in force), the dividend which remains unclaimed/ unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund Authority (‘IEPF’) established by the Central Government. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has no unpaid and unclaimed amounts lying with the Company as on December 30, 2021 (date of its last Annual General Meeting) as all unpaid and unclaimed amounts had already been transferred under Sub section (2) of Section 125 of the Act and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016.

Since the last Annual General Meeting, the Company does not have any unpaid and unclaimed Dividend to be transferred under Sub section (2) of Section 125 of the Act and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016. Mr. Sandip Gupta, Company Secretary of the Company acts as Nodal Officer of the Company. The details of the Nodal Officer is available in the Company’s Corporate Website www.rtspower.com and can be accessed under the head "Investor Relations." Transfer of Equity Shares in respect of Unclaimed Dividend to Investor Education and Protection Fund (IEPF) DEMAT Account The IEPF Rules also mandates, companies to transfer the Shares in respect of which dividend has not been paid/claimed by the Shareholders for seven (7) consecutive year or more to the DEMAT Account created by the IEPF Authority. Further, in compliance with the provisions laid down in IEPF Rules, the Company had sent notices, subsequent reminder and also advertised in the newspaper seeking action from Shareholders who have not claimed their dividends for seven (7) consecutive years or more.

Accordingly, till the Financial Year ended March 31, 2011, the year in which the Company had last declared dividend, the Company had transferred Equity Shares on which Dividend remained unclaimed for a period of seven (7) years, to the DEMAT Account of the IEPF.

It may please be noted that no claim shall lie against the Company in respect of Share(s) transferred to IEPF pursuant to the said Rules. The voting rights in respect of the above Equity Shares are frozen until the rightful owner claims the Equity Shares. All corporate benefits on such Shares in the nature of Bonus Shares, Split Shares, Rights, etc. shall be credited to ‘Unclaimed Suspense Account’, as applicable for a period of 7 years and thereafter be transferred in line with the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with Section 124(5) and Section 124(6) of the Companies Act, 2013.

However, the Shareholders are entitled to claim their Shares including all the corporate benefits accruing on such Shares, if any, from the IEPF Authority by submitting an online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 duly signed by all the joint shareholders, if any, as per the specimen signature recorded with the Company along with requisite documents enumerated in the Form IEPF-5, to the Company’s RTA. The Rules and Form IEPF-5, as prescribed, for claiming back the Shares are available on the website of the IEPF i.e. on www.iepf.gov.in.

The Statement containing details of Name, Address, Folio No., DEMAT Account No. and No. of shares transferred to IEPF DEMAT Account is made available on Company’s website www.rtspower.com.The Shareholders are therefore encouraged to verify their records and claim their dividends and Shares, if not claimed.

Extract of Annual Return

Pursuant to Section 92 and 134(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014 the extract of the Annual Return in Form MGT 9 is enclosed, marked as Annexure ‘E’.

Statutory Auditors and Auditors’ Report Statutory Auditors

Members at the Sixty Ninth Annual General Meeting of the Company (AGM) held on September 11, 2017 had approved the appointment of M/s Lodha & Co., Chartered Accountants (FRN 301051E) as statutory Auditors of the Company for a period of five years commencing from the conclusion of Sixty Ninth Annual General Meeting (AGM) held on September 11, 2017 till the conclusion of 74th AGM of the Company to be held in the year 2022.

In terms of the provisions relating to Statutory Auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any Resolution on ratification of appointment of Statutory Auditors. However, M/s Lodha & Co., Chartered Accountants, has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2022 and accordingly M/s Lodha & Co., Chartered Accountants, will continue to be the Statutory Auditors of the Company for the Financial Year ending March 31, 2022.

Report of Statutory Auditors

The Notes on Financial Statements of the Company referred to in the Auditors’ Report (both Standalone and Consolidated) are self-explanatory and do not call for any further comments by the Board. The Auditors’ Report (both Standalone and Consolidated) do not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

Internal Auditors and their Report Internal Auditors

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014 the Board has reappointed, on the recommendation of the Audit Committee, M/s K.S. Bothra & Co, Chartered Accountants (FRN 304084E) as Internal Auditors of your Company to conduct Internal Audit of the functions and activities of your Company for the Financial Year 2021-2022.

Report of Internal Auditors

During the Financial Year 2020-2021, no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such internal controls.

Cost Auditors and their Reports Cost Auditors

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.

The Company has received written consent of the Cost Auditors that the appointment will be in accordance with the applicable provisions of the Act and the rules framed thereunder.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014 the Board of Director of your Company, on the recommendation of the Audit Committee, has appointed M/s K. G. Goyal & Associates (FRN 000024) as Cost Auditors of your Company, with due information to the Central Government by way of filing the prescribed Form No CRA 2 on April 30, 2021, for conducting audit of cost records of your Company for the Financial Year 2021-2022, subject to ratification of their remuneration as approved by the Board, on the recommendation of the Audit Committee, by the Members of the Company in its ensuing Annual General Meeting.

Members are requested to consider the ratification of the remuneration payable to M/s K.G. Goyal & Associates (FRN 000024) as set out in the Notice of the 73rd AGM of the Company.

Report of Cost Auditors

For the Financial Year ending March 31, 2020, the due date of filing the Cost Audit Report submitted by M/s K.G. Goyal & Associates, Cost Auditors was December 30, 2020 which was extended by Ministry of Corporate Affairs vide its Circular dated December 01, 2020 to December 31, 2020 and the same was filed with MCA on December 11, 2020 in XBRL mode.

Secretarial Auditors and their Report Secretarial Auditors

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Manoj Prasad Shaw, Proprietor of M/s Manoj Shaw & Co., Practicing Company Secretary (FCS No 5517 C.P. No 4194) to conduct Secretarial Audit for the Financial Year 2021-2022.

Report of Secretarial Auditors

The Secretarial Audit Report for the Financial Year ended March 31, 2021 in the prescribed Form No MR-3 is annexed herewith pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 marked as Annexure ‘F’ to this Report.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Particulars of Loans given, investments made, guarantees given and securities provided

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

The details of investments made by your Company during the Financial Year 2020-2021 are provided in Financial Statements of this Annual Report.

Key Financial Ratios

In accordance with SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018, the Company is required to give details of significant changes (i.e. change of 25% or more as compared to the immediately previous Financial Year) in key sector-specific financial ratios including Debtors Turnover, Inventory Turnover, Interest Coverage Ratio, Current Ratio, Debt Equity Ratio, Operating Profit Margin (%) and Net Profit Margin (%) and details of any change in Return on Net Worth as compared to the immediately previous Financial Year.

Ratio Financial Year 2020-2021 Financial Year 2019-2020
Current Ratio 2.88 2.73
Interest Coverage Ratio 3.52 2.15
Inventory Turnover Ratio 2.98 3.84
Net Profit Margin 6.78 10.56
Operating Profit Margin 12.29 5.45
Return on Net Worth 3.18 9.46
Debtors Turnover Ratio 1.02 1.97
Debt Equity Ratio 0.43 0.40

The Current ratio has improved significantly by better control and management of current assets.

The interest coverage ratio has also improved on account of lower finance cost.

The Inventory Turnover ratio has decreased due lower turnover.

Net profit margin has decreased due to deferred tax liability.

The increase in Operating Profit Margin is on account of an improved performance in 2020-2021.

Return on net worth due to lower profits.

Debtors’ turnover ratio has been reduced due to lower sales.

Debt Equity Ratio has decreased due to increase in borrowings of the Company.

Policy on Preservation of Documents

In accordance with Regulation 9 of SEBI Regulations, 2015, the Company has framed a Policy on Preservation of Documents, approved by the Board of Director of the Company. The Policy is intended to define preservation of documents and to provide guidance to the executives and employees working in the Company to make decisions that may have an impact on the operations of the Company. It not only covers the various aspects on preservation of the documents, but also the safe disposal/destruction of the documents. The

Policy has been uploaded on the Company’s corporate website www.rtspower.com and can be accessed under the head "Investor Relations ".

Policy on Determination of Materiality for Disclosures and Archival Policy

In accordance with Regulation 30 of SEBI Regulations, 2015, the Company has framed a Policy on determination of materiality for disclosures to disclose events or information which, in the opinion of the Board of Director of the Company, are material.

Further the Company has an Archival Policy in line with the requirements of SEBI Regulations to ensure that information relating to the Company is adequately disclosed on its corporate website www.rtspower.com and can be accessed under the head "Investor Relations", as required by law.

Policy and Particulars of Related Party Transactions

All transactions entered into with the related parties during the Financial Year ended March 31, 2021 were in the ordinary course of business and on an arm’s length basis and without any conflict of interest in accordance with the provisions of the Companies Act, 2013 and SEBI Regulations, 2015. Moreover, there were no materially significant related party transactions during the Financial Year which were in conflict with the interest of the Company. During the year the Company has not entered into any contract/arrangement/transaction with any related parties which could be considered material in accordance with the Policy of the Company on materiality of the related party transactions. There being no ‘material’ related party transactions as defined under Regulation 23 of Listing Regulations, no details need to be disclosed in Form AOC-2 in that regard.

All such contracts/arrangements/transactions with any related parties were placed before the Audit Committee and Board, for their approval. Prior omnibus approval of the Audit Committee/ Board is obtained on an annual basis, which is reviewed and updated on quarterly basis.

A Statement in summary form of transactions with related parties in the ordinary course of business has been periodically placed before the Audit Committee and the Board of Directors for its approval before entering into such transactions or making any amendment thereto during the year under review.

For the current Financial Year 2021-2022, the Audit Committee has given omnibus approval of related party transactions to be entered into by the Company on the basis of criteria laid down by it and approved by the Board of Director. The Audit Committee reviews on a quarterly basis the details of related party transactions entered into by the Company pursuant to each of the omnibus approval given by it. All such related party transactions for which omnibus approval has been given by the Audit Committee has also been subsequently approved by the Board for the current Financial Year 2020-2021.

In line with the amendments in SEBI (LODR) (Amendment) Regulations, 2018, during the year, the Policy was reviewed by the Board of Director. The Policy for related party transactions has been uploaded on the Company’s corporate website www.rtspower.com and can be accessed under the head "Investor Relations". The Policies on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s corporate website at the link www.rtspower.com and can be accessed under the head "Investor Relations".

Your Directors draw attention of the Members to Note No. 47 to the Financial Statements which sets out details of related party disclosures.

Subsidiary, Joint Venture and Associate Company

The Company has one unlisted wholly owned subsidiary as on date, namely, Reengus Wires Private Limited (CIN: U36997WB2019PTC234547) which was incorporated on October 30, 2019.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.

The Company has prepared a Consolidated Financial Statement of the Company and its Wholly-owned Subsidiary, Reengus Wires Private Limited in the form and manner as that of its own, duly audited by M/s. Lodha & Co., the statutory auditors in compliance with the applicable accounting standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended by the SEBI (Listing Obligations and Disclosure Requirements)

(Amendment) Regulations, 2018 (hereinafter referred to as the ‘SEBI Listing Regulations.’)

The Consolidated Financial Statements for the year 2020-21 form a part of the Annual Report and Accounts and shall be laid before the Members of the Company at the AGM while laying its financial statements under sub-section (2) of the said section.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiary are available on the website of the Company at www.rtspower.com and can be accessed under the head ‘Investor Relations’. The Company does not have any material subsidiary in the immediately preceding accounting year. However, as per Regulation 16 of the SEBI Listing Regulations, as amended, the Company has adopted the policy for determining ‘material’ subsidiaries, which states that a ‘material’ subsidiary means a subsidiary, whose income or net worth exceeds 10% of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

Accordingly, a Policy on ‘material subsidiaries’ was formulated by the Audit Committee of the Board of Directors of the Company and the same is also posted on the Company’s website and may be accessed at the link:. https://www.rtspower. com

Particulars of Employees and Remuneration

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 , as amended by the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 (the Rules) are provided in Annexure ‘G’.

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

Audit Committee

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

As on the close of business on March 31, 2021 the Audit Committee comprised of two Non-Executive Independent Director, Mr. Sardul Singh Jain and Mr. Alok Kumar Banthia and one Executive Non-Independent Director, Mr. Rajendra Bhutoria, Vice Chairman & Whole-time Director of your Company. Mr. Sardul Singh Jain is the Chairman of the Committee, who also chaired the Annual General Meeting of your Company held on December 30, 2020. All the Members of the Committee are financially literate and have accounting or related financial management expertise. The Company’s Accounts personnel and representatives of the statutory Auditors as well as Internal Auditors and Cost Auditors are invitees in most of the Meetings of the Audit Committee. Mr. Sandip Gupta, Company Secretary acts as the Secretary of the Committee. All recommendations of the Audit Committee were duly accepted by the Board and there were no instances of any disagreements between the Committee and the Board.

Vigil Mechanism

A Vigil Mechanism, which also incorporates a Whistle Blower Policy in terms of the Listing Regulations, has been established for Director, Employees and Stakeholders to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy or grievances in accordance with the provisions contained in Section 177 of the Companies Act, 2013 read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations. Such Vigil Mechanism provides for adequate safeguards against victimization of Director, Employees and Stakeholders who avail of the Vigil Mechanism and also provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The Audit Committee, as formed above, oversees the Vigil Mechanism and should any of the Members of the Committee have a conflict of interest in a given case, they should recuse themselves and the others on the Audit Committee would deal with the matter on hand.

Details in this regard have been disclosed in the Company’s corporate website www.rtspower.com and can be accessed under the head "Investor Relations".

Corporate Social Responsibility Policy

In accordance with Section 135 of the Act and the rules made thereunder the Company has in place a Corporate Social Responsibility Policy in line with Schedule VII of the Companies Act, 2013 as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.The Annual Report on CSR Activities is furnished in "Annexure H "forming part of this Director’s Report.

The CSR Policy has been hosted in the Company’s website at the link www.rtspower.com and can be accessed under the head "Investor Relations".

Risk Management Policy

Keeping in view of the nature of industry in which your Company is engaged, your Company has all along been conscious of the risks associated with the nature of its business. Senior Management personnel carry out risk identification, risk assessment, risk treatment and risk minimization procedures for all functions of the Company, which are periodically reviewed on an ongoing basis and Board Members are informed about all these from time to time to ensure that executive management controls risk through means of a properly defined framework. The Board of Director is overall responsible for framing, implementing and monitoring the Company’s systems for risk management.

The Board of Director also oversees that all the risks that the organization faces such as strategic, financial, credit, marketing, liquidity, security, property, goodwill, IT, legal, regulatory, reputational and other risks have been identified and assessed and executive management keeps a vigil on such risks so that it can be addressed properly as soon as possibility of occurrence of any one of such risks arises.

Compliance with Secretarial Standards on Board and General Meetings

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

Adequacy of Internal Financial Controls with reference to the Financial Statements

Your Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Your Company’s internal control structure showed no reportable material weakness.

Significant and material orders passed by Regulators or Courts or Tribunal

No significant and/or material orders have been passed by Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in future.

Prevention of Sexual Harassment at Workplace

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place ‘Policy for Prevention and Redressal of Sexual Harassment’ in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as "the said Act") and Rules made there under. Your Director state that during the year under review, there was no case filed pursuant to The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Green Initiatives

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 73rd Annual General Meeting of the Company are sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s). For Members who have not registered their e–mail addresses, physical copies are sent through the permitted mode.

Acknowledgement

Your Directors wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company. They have displayed commendable sincerity in rallying together as a great team while meeting the recent challenges of an unprecedented scale.

They would also like to place on record their whole-hearted appreciation for the continued and unstinted co-operation and support received by the Company during the year under review from Bankers, State Electricity Boards, Government and Semi Government Authorities, Power Utilities, other customers, vendors and Shareholders.

Registered Office : For and on behalf of the Board of Director
56, Netaji Subhas Road, 2nd Floor S. S. JAIN
Kolkata – 700001

Chairman

Dated: June 30, 2021 DIN : 00013732