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Directors Report of Energy Development Company Ltd.

Mar 31, 2015

To the Members,

The Directors take pleasure in presenting the 20th Annual Report on the business and operations of your Company along with the standalone and consolidated summary financial statements for the year ended on 31st March, 2015.

FINANCIAL RESULTS

Your Company's financial performance for the year under review is summarized below : (Amount in Rs.)

Consolidated PARTICULARS Year ended Year ended 31.03.2015 31.03.2014

Revenue from operations 381,587,161 492,139,870

Other Income 78,204,609 59,688,176

Total Revenue 459,791,770 551,828,046

Total expenses other than depreciation & finance cost 212,493,696 374,443,112

Profit before depreciation & finance cost 247,298,074 177,384,934

Depreciation 118,595,505 101,869,576

Profit before finance cost and tax 128,702,569 75,515,358

Finance cost 262,935,125 199,444,899

Profit before tax (134,232,556) (123,929,542)

Tax expenses 5,152,335 (21,102,578)

Net profit for the period (139,384,891) (102,826,964)

Earnings per equity share of Rs. 10 each (Basic & Diluted) (6.29) (4.96)

Standalone Year ended Year ended 31.03.2015 31.03.2014

Revenue from operations 217,627,198 387,496,742

Other Income 61,820,773 62,714,317

Total Revenue 279,447,971 450,211,059

Total expenses other than 147,926,215 306,322,903 depreciation & finance cost

Profit before depreciation and 131,521,756 143,888,156 finance cost

Depreciation 40,637,807 49,546,126

Profit before finance cost and tax 90,883,949 94,342,030

Finance cost 76,981,563 87,858,868

Profit before tax 13,902,386 6,483,162

Tax expenses 101,545 (15,585,185)

Net profit for the period 13,800,841 22,068,347

Earnings per equity share of 0.50 0.80 Rs. 10 each (Basic & Diluted)

APPROPRIATION

Your Directors recommend appropriation as under: (Amount in Rs)

Standalone PARTICULARS Year ended Year ended 31.03.2015 31.03.2014

Surplus as at end of previous year 592,627,231 586,645,697

Add: Net profit for the year 13,800,841 22,068,347

Available for appropriation 606,428,071 608,714,044

Less: Proposed dividend 13,750,000 13,750,000

Less: Tax on dividend 2,799,176 2,336,813

Less: Transfer to General Reserve - -

Less: Adjustment of Depriciation (Net of Deferred Tax) as on 01.04.2014 2,327,495 -

Total Appropriation 18,876,671 16,086,813

Surplus carried forward 587,551,400 592,627,231

DIVIDEND

Your Directors recommend payment of dividend @ 5% on the paid up share capital of the Company, i.e. Rs. 0.50/- per equity share of Rs. 10/- each.

RESERVES

The Company did not transfer any amount to reserves during the year.

STATE OF COMPANY'S AFFAIR

The Company is primarily engaged in power generation, infrastructure development, such as construction of bridges, hydro projects including operation and maintenance thereof, supply of materials etc. Financial position of the Company is given in the previous paragraphs. A detailed information on the operation of different business segments of the Company, future expectations and business environment is provided in the Management Discussion and Analysis Report which is made an integral part of this Report and marked as Annexure "A".

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing agreement, Management Discussion and Analysis Report, the Report on Corporate Governance, Declaration of Whole-Time Director on Code of Conduct, CEO / CFO Certification and Auditors Certificate on compliance of conditions of Corporate Governance form an integral part of this Report and are annexed to this Report as Annexure "A", "B", "C", "D" and "E" respectively.

SUBSIDIARY AND ASSOCIATE COMPANIES

The Company is developing several hydro power projects in the States of Arunachal Pradesh, Uttarakhand and Kerala through its various subsidiaries.

The Company has total 18 subsidiaries as on 31st March, 2015 including 5 wholly owned subsidiaries and 13 subsidiaries held through Arunachal Hydro Power Limited, a wholly owned subsidiary of the Company.

Wholly-owned subsidiaries :

i) Ayyappa Hydro Power Limited

One of the two material non- listed subsidiary, this Company is executing a 15 MW Karikkayam Hydel Power Project, in the State of Kerala. The Project is scheduled to be completed in two phases. Entire generation from this unit is being sold to the Kerala State Electricity Board (KSEB) under a Long term Power Purchase Agreement (PPA), which was signed on 14.07.2014. The first phase of the project has become operational and the second phase is likely to be operational in the current financial year.

Two of the Independent Directors of the Company are on the Board of Directors of this Subsidiary, namely Mr. Tarun Chaturvedi (DIN: 02309045) and Mr. Vijoy Kumar (DIN: 02970626).

ii) EDCL Power Projects Limited

Another material non- listed subsidiary, this Company is operating the 7 MW Ullunkal Hydro Electric Project. Mr. Tarun Chaturvedi (DIN: 02309045) an Independent Director of the Company is on the Board of Directors of this subsidiary.

iii) Eastern Ramganga Valley Hydel Projects Co. Private Limited

The Company is executing 6.5 MW Burthing Small Hydro Electric Project and 5 MW Phuliabagar Small Hydro Electric Project, in the State of Uttarakhand. DPR for both the projects have been approved.

iv) Sarju Valley Hydel Projects Co. Private Limited

The Company is executing 5.5 MW Balighat Small Hydro Electric Project in the State of Uttarakhand. DPR for the project has been approved.

v) Arunachal Hydro Power Limited

The Company is executing 12 hydro electric projects in the State of Arunachal Pradesh through its following subsidiaries having aggregate capacity of 555 MW (approx.), which may vary on finalization of Detailed Project Report (DPR) :

1. EDCL - Seppa Beyong Hydro Electric Private Limited

2. EDCL - Seppa Kawa Power Private Limited

3. EDCL - Tawang Lower Tsachu Hydro Electric Private Limited

4. EDCL - Tawang Upper Tsachu Hydro Electric Private Limited

5. EDCL - Seppa Nire Hydro Electric Private Limited

6. EDCL - Seppa Jung Power Private Limited

7. EDCL - Tawang Power Private Limited

8. EDCL - Seppa Pachuk Power Private Limited

9. EDCL - Seppa Dunkho Hydro Electric Private Limited

10. EDCL - Seppa Lada Hydro Electric Private Limited

11. EDCL - Seppa Riang Power Private Limited

12. EDCL - Seppa Marjingla Hydro Electric Private Limited

DPR is at various stages of preparation / approval. The total expenses for these projects in the State of Arunachal Pradesh as on 31.03.2015 is Rs. 2,030,928,570/- Besides these, Arunachal Hydro Power Limited is also having one more wholly owned subsidiary viz. EDCL - Arunachal Hydro Projects Private Limited, which is yet to take up any project.

There has been no material change in the nature of the business of the subsidiaries.

The Company has also formulated a Policy for Determining 'Material' Subsidiaries in line with the requirement of Listing Agreement. The said Policy may be accessed at http://www.edclgroup.com/codes_policies/policy_determining_ subsidiary.pdf.

The Consolidated Financial Statements (CFS) of the Company and its subsidiaries, prepared in accordance with Accounting standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached with this Report and annexed as Annexure "F".

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. Further, Shareholders desirous of obtaining the report and accounts of the Company's subsidiaries may obtain the same upon request.

DIRECTORS

The Board of Directors comprises of eight Non-Executive Directors having experience in varied fields and a Whole-

time Director. Out of eight Non-Executive Directors, five of them are Independent Directors. Detailed information on Directors is provided in the Report on Corporate Governance marked as Annexure "B".

None of the Independent Directors are due for re-appointment except Mr. Bijay Kumar Garodia (DIN : 00044379) who had been appointed as an Additional Director (Independent) on 13.11.2014. In pursuance of Section 161 of the Companies Act, 2013, he shall cease to be a Director of the Company from the conclusion of the ensuing Annual General Meeting. Notice under section 160 of the Companies Act, 2013 has been received from a shareholder signifying his intention to propose the name of Mr. Bi ay Kumar Garodia, as Director of the Company.

Mr. Amar Singh (DIN : 00165567), Director, retires by rotation and being eligible offers himself for re-appointment.

The brief resume and other details relating to Mr. Amar Singh and Mr. Biiay Kumar Garodia are provided in the Notice of Annual General Meeting forming part of this Annual Report.

Your Board has also received Form 'DIR-8' pursuant to Section 164(2) of the Companies Act, 2013 read with the Companies (Appointment & Disqualification of Directors) Rules, 2014 from the aforementioned Directors confirming that they have not incurred any disqualification under Section 164(2) of the Companies Act, 2013. Your Board recommends their appointment / re-appointment.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. The Board has approved the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Nomination and Remuneration Policy is annexed to the Directors' Report as Annexure "G" and may be accessed at http://www.edclgroup.com/codes_policies/nomination_remuneration_policy.pdf.

Declaration by Independent Directors

The Company has received necessary declaration from all Independent Directors under section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed in section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Familiarisation Programme for Independent Directors

Every new Independent Director of the Board attends an orientation program. The Executive Director / senior managerial personnel make presentations to the inductees about the Company's strategy, projects, operations, organizational structure, finance, human resources, technology, facility and risk management etc.

Further, at the time of appointment, the Company issues a formal letter of appointment outlining his role, functions, duties, responsibilities as a Director.

The Policy on the Company's Familiarisation Programme for Independent Directors may be accessed at http://www. edclgroup.com/ codes_policies/ familiarization_programme_ independent_directors.pdf.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committees. A discussion was done considering the inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the board and committees are usually carried out on the basis of questionnaires devised in house.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on the basis of questionnaire, devised for this purpose. The performance evaluation of the

Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Non - executive Directors. The Directors expressed their satisfaction with the evaluation process.

Criteria for Performance Evaluation of Independent Directors

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Independent Non-Executive Directors, which is given in the Nomination and Remuneration Policy marked as Annexure "G".

BOARD AND COMMITTEE MEETINGS

The Board met 6 times during the financial year under review. For further details of Board and Committee meetings, kindly refer the Report on Corporate Governance Report marked as Annexure "B".

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with regard to the Directors' Responsibility Statement, your Board confirms that :

a) in the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit / loss of the Company for that period;

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

The following persons are Key Managerial Personnel :

Whole-time Director : Mr. Sanjeev Saraf - designated as "Executive Director".

Chief Financial Officer : Mr. Amit Damani.

Mr. Nathmal Modi was Chief Financial Officer (CFO) of the Company from 01.04.2014 till 30.09.2014. Upon his resignation, the Board appointed Mr. Amit Damani as CFO w.e.f. 01.03.2015.

Company Secretary : Ms. Vijayshree Binnani - designated as Deputy Company Secretary.

Mr. Prem Chand Kankaria resigned from the office of Company secretary (CS) w.e.f. 30.09.2014. Upon his resignation, the Board appointed Mr. Vivek Mishra as CS w.e.f. 01.10.2014. Mr. Vivek Mishra has resigned from the office of Company Secretary with effect from 12.05.2015. Ms. Vi ayshree Binnani has been appointed as Deputy Company Secretary w.e.f. 28.05.2015.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial control System commensurate with the size, scale and

complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy (Risk Management Procedure) in consultation with Senior Management to identify various kinds of risk in business of the Company and its process to minimize the same. The details of various risks and its mitigation are provided in the Management Discussion and Analysis Report.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has formulated a Whistle Blower Mechanism and a Policy namely, Whistle Blower Policy that lays down the process for raising concern about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. The said Policy may be accessed at http://www.edclgroup.com/codes_policies/whistle_blower_ policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors has constituted a 'Corporate Social Responsibility Committee'. For composition and other details kindly refer to Corporate Governance Report.

Due to non-identification of appropriate projects and shortage of cash flow, the Company though having profits, could not spent requisite amount under Corporate Social Responsibility, as required under Section 135 of the Companies Act, 2013 read with Rules made thereunder. Therefore, annual report on CSR activities is annexed herewith as Annexure "H". However, the Company has significantly contributed towards the Corporate Social Responsibility for the financial year 2015-16.

The Corporate Social Responsibility (CSR) Policy can be accessed at www.edclgroup.com under the 'Investor Information' section.

LOAN, GUARANTEES AND INVESTMENTS

Particulars of loans, investments and guarantees have been disclosed in the financial statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated Persons which may have a potential conflict with the interest of the Company at large. Accordingly, no transaction are being reported in Form AOC- 2 in terms of Section 134 of the Company Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen in repetitive nature. The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions.

AUDITORS AND AUDITORS' REPORT

(i) Statutory Auditors

At the 19th Annual General Meeting held on 18th September 2014, M/s. Lodha & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 22nd Annual

General meeting to be held in the year 2017, subject to ratification of their appointment at 20th and 21st Annual General Meeting. In this regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013 The Auditors' Report to the members on the Accounts of the Company for the financial year ended on 31st March, 2015 does not contain any qualification.

(ii) Cost Auditors

The Board of Directors has re-appointed M/s. N. Radhakrishnan & Co., Cost Accountant, of 11A, Dover Lane, Flat B1/34, Kolkata - 700 029 as the Cost Auditors of the Company to conduct Cost Audit for the financial year 2014 - 2015. The Cost Audit Report for the financial year 2013-14 has been filed with the Ministry of Corporate Affairs within due time.

(iii) Secretarial Auditor

The Board of Directors has appointed CS Ashok Kumar Daga, Practicing Company Secretary to conduct the secretarial audit of the Company for the financial year 2014-15.

The Secretarial Audit Report for the financial year ended on 31st March, 2015 is annexed herewith as Annexure "I" to the Board's Report and forms part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure 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 is annexed herewith as Annexure "J" and forms an integral part of this Report.

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

Particulars in respect of conservation of energy and technology absorption etc. are given in Annexure "K", attached hereto and forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as Annexure "L". GENERAL

The Directors state that no disclosure or reporting is required in respect of the following items during the year under review as :

1. No Deposits covered under Chapter V of the Companies Act, 2013 were accepted;

2. No equity shares with differential rights as to dividend, voting or otherwise; or shares (including sweat equity shares) to employees of the Company under any scheme were issued;

3. No remuneration or commission to the Whole-time Director of the Company were paid from any of its subsidiaries;

4. No significant and material orders were passed by any regulatory authority or courts or tribunals impacting the going concern status and Company's operation in future;

5. No material changes and commitments occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation to the Central and State Governments, Banks, customers, vendors and the Company's valued investors for their continued co-operation and support.

Your Directors also wish to acknowledge the support and valuable contributions made by the employees, at all levels.

For and on behalf of the Board For Energy Development Company Limited

Sd/ Place : New Delhi Amar Singh Dated : 14th August, 2015 (Chairman)


Mar 31, 2014

To The Shareholders,

The Directors have pleasure in presenting NINETEENTH ANNUAL REPORT and Audited Statements of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS & REVIEW OF OPERATIONS

Your Company''s financial performance for the year under review is summarized below :

Consolidated Particulars Year ended Year ended 31.03.2014 31.03.2013

Revenue from operations 492,139,870 513,568,010

Other Income 59,688,176 36,063,823

Total Revenue 551,828,046 549,631,833

Total expenses other than depreciation & 374,443,112 402,879,249 finance cost

Profit before depreciation and finance cost 177,384,934 146,752,584

Depreciation 101,869,576 65,477,143

Profit before finance cost and tax 75,515,358 81,275,441

Finance cost 199,444,899 105,877,929

Profit before tax (123,929,542)(24,602,488)

Tax expenses (21,102,578)(53,879,980)

Net profit for the period (102,826,964) 29,277,492

Earnings per equity share of Rs. 10 each (4.96) (0.15) (Basic & Diluted)

Standalone Year ended Year ended Particulars 31.03.2014 31.03.2013

Revenue from operations 387,496,742 487,475,616

Other Income 62,714,317 34,693,429

Total Revenue 450,211,058 522,169,045

Total expenses other than depreciation & 306,322,903 395,560,345 finance cost

Profit before depreciation and finance cost 143,888,155 126,608,700

Depreciation 49,546,126 48,551,370

Profit before finance cost and tax 94,342,029 78,057,330

Finance cost 87,858,868 67,415,355

Profit before tax 6,483,161 10,641,975

Tax expenses (15,585,185) (52,684,264)

Net profit for the period 22,068,346 63,326,239

Earnings per equity share of Rs. 10 each 0.80 2.30 (Basic & Diluted)

APPROPRIATION

Your Directors recommend appropriation as under : (Rs)

STANDALONE Year ended Year ended 31.03.2014 31.03.2013

Surplus as at end of previous year 586,645,697 549,058,359

Add: Net profit for the year 22,068,346 63,326,239

Available for appropriation 608,714,044 612,384,598

Less: Proposed dividend 13,750,000 22,000,000

Less: Tax on dividend 2,336,813 3,738,900

Less: Transfer to General Reserve - -

Total Appropriation 16,086,813 25,738,900

Surplus carried forward 592,627,230 586,645,697

DIVIDEND

Your Directors recommend payment of dividend @ 5% on the paid up share capital of the Company, i.e. Rs. 0.50/- per equity share of Rs. 10/- each.

OPERATIONS

The Company is primarily engaged in power generation, infrastructure development, such as construction of bridges, hydro projects including operation and maintenance thereof, supply of materials etc. In order to avoid duplication between the Directors'' Report and Management Discussion and Analysis Report, your Directors have provided detailed information on the operation of different business segments of the Company, in the Management Discussion and Analysis Report.

SUBSIDIARY COMPANIES

The Company is developing several hydro power projects in the States of Arunachal Pradesh, Uttarakhand and Kerala, through its various wholly owned subsidiaries viz :

1. Ayyappa Hydro Power Limited (Operating 15 MW Karikkayyam Hydro Electric Project).

2. EDCL Power Projects Limited (Operating 7MW Ullunkal Hydro Electric Project).

3. EDCL - Seppa Beyong Hydro Electric Private Limited.

4. EDCL - Seppa Dunkho Hydro Electric Private Limited.

5. EDCL - Seppa Jung Power Private Limited.

6. EDCL - Seppa Kawa Power Private Limited.

7. EDCL - Seppa Lada Hydro Electric Private Limited.

8. EDCL - Seppa Marjingla Hydro Electric Private Limited.

9. EDCL - Seppa Nire Hydro Electric Private Limited.

10. EDCL - Seppa Pachuk Power Private Limited.

11. EDCL - Seppa Riang Power Private Limited.

12. EDCL - Tawang Power Private Limited.

13. EDCL - Tawang Lower Tsachu Hydro Electric Private Limited.

14. EDCL - Tawang Upper Tsachu Hydro Electric Private Limited.

15. Eastern Ramganga Valley Hydel Projects Co. Private Limited.

16. Sarju Valley Hydel Projects Co. Private Limited.

Besides these, the Company is also having two more wholly owned subsidiaries viz. EDCL - Arunachal Projects Private Limited and Arunachal Hydro Power Limited.

The Company is executing 12 hydro electric projects in the State of Arunachal Pradesh having an aggregate capacity of 555 MW (approx), which may vary on finalization of Detailed Project Report (DPR). The total expenses for these projects in the State of Arunachal Pradesh as on 31.03.2014 is Rs. 1,888,537,365/-.

3 projects at Uttarakhand are having an aggregate capacity of about 17 MW. DPR for all the 3 projects has been approved. The total expenses for these projects in the State of Uttarakhand as on 31.03.2014 is Rs. 250,880,082/.

In the State of Kerala, a subsidiary is operating 15 MW Karikkayam Hydel Power Project.

Another subsidiary is operating the 7 MW Ullunkal Hydro Electric Project. An application has been filed by the Company with Kerala State Electricity Regulatory Commission (KSERC) for revisions of approved tariff which is still pending. The Power Purchase Agreement (PPA) will be signed with the Kerala State Electricity Board (KSEB) once the tariff is finalised.

The Consolidated Financial Statements (CFS) of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, forms part of this Annual Report.

In line with the General Circular No. 2 / 2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of your Company has passed a resolution for giving its consent for not attaching the financial statements of subsidiaries to the Balance Sheet of the Company for the year ended 31st March, 2014. Accordingly, a financial summary for all the subsidiaries giving the required information is disclosed in the CFS. The accounts of the subsidiary companies and the related information will be made available to any shareholder seeking such information. The accounts of the subsidiary companies are also available for inspection by any shareholder at the registered / corporate office of the Company or at the registered office of the subsidiary companies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, the Management Discussion and Analysis Report for the year under review, is attached as ''Annexure A'' and forms part of this Annual Report.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance together with the Auditor''s Certificate on the compliance of requirements of Corporate Governance is given in ''Annexure B'' and forms part of this Report. Further, a declaration signed by the Executive Director, affirming compliance with the Code of Conduct by all the Board members and senior management personnel along with a Certificate from the Executive Director (CEO) / General Manager - Commercial (CFO) required under clause 49(V) of the Listing Agreement are also attached with ''Annexure B''.

DIRECTORS

Mr. Anil Gupta (DIN : 00079399) has been appointed as an Additional Director (Independent) on 11.08.2014. In pursuance of Section 161 of the Companies Act, 2013, he shall cease to be director of the Company from the conclusion of the ensuing Annual General Meeting. Notices under section 160 of the Companies Act, 2013 has been received from shareholders signifying his intention to propose the name of Mr. Anil Gupta, as Director of the Company.

Mrs. Pankaja Kumari Singh (DIN : 00199454) and Mr. Sanjay Kumar Gupta (DIN : 01538117), Directors, retire by rotation and being eligible offer themselves for re-appointment.

In terms of provisions of the Companies Act, 2013 Mr. Gouri Prasad Goenka (DIN : 00030302), Mr. Tarun Chaturvedi (DIN : 02309045) and Mr. Vijoy Kumar (DIN : 02970626) who were appointed as Rotational Directors in the category of Independent Non- Executive Directors have become Non-Rotational Directors. In Compliance with the same, the Board recommends their appointment as Non-Rotational directors in the category of Independent Non-Executive Directors in the forthcoming Annual General Meeting.

The brief resume and other details relating to the Directors, who are to be appointed / re-appointed are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

Your Board has also received Form ''DIR-8'' pursuant to Section 164(2) of the Companies Act, 2013 read with the Companies (Appointment & Disqualification of Directors) rules, 2014 from the aforementioned Directors confirming that they have not incurred any disqualification under Section 164(2) of the Companies Act, 2013. Your Board recommends their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 with regard to the Directors'' Responsibility Statement, your Board confirms that :-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year on 31st March, 2014 and of the Profit or Loss of the Company, for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF ENERGY CONSERVATION, ETC.

Particulars in respect of conservation of energy and technology absorption required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in ''Annexure C'', attached hereto and forms part of this report. There were no foreign exchange earning during the Financial Year 2013 - 2014, however, foreign exchange have been used for the purposes of travelling etc. details whereof are also given in the "Annexure C".

AUDITORS

The Auditors, M/s. Lodha & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible under Section 139 of the Companies Act, 2013, offer themselves for re-appointment. Your Board recommends their re- appointment for a further period of 3 years from the conclusion of the ensuing Annual General Meeting, till the conclusion of the 22nd Annual General Meeting.

M/s. Lodha & Co., Chartered Accountants bearing ICAI Registration No. 301051E are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the 22nd Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at the 20th & 21st Annual General Meetings.

As required under Section 139 of the Companies Act, 2013, the company has obtained a written consent from M/s. Lodha & Co., to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the Rules made there under, as may be applicable.

AUDITORS'' REPORT

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended on March 31, 2014 does not contain any qualification.

COST AUDITORS

The Board of Directors has re-appointed M/s. N. Radhakrishnan & Co., Cost Accountant, of 11A, Dover Lane, Flat B1/34, Kolkata - 700 029 as the Cost Auditor of your Company to conduct Cost Audit for the Financial Year 2014 - 2015.

PERSONNEL

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in ''Annexure D'', attached hereto and forms part of this report.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation to the Central and State Governments, Banks, customers, vendors and the Company''s valued investors for their continued co-operation and support.

Your Directors also wish to acknowledge the support and valuable contributions made by the employees, at all levels.

For and on behalf of the Board for Energy Development Company Limited

Sd/- Place : Kolkata Amar Singh Date : 11th August, 2014 Chairman


Mar 31, 2013

To The Shareholders,

The Directors have pleasure in presenting EIGHTEENTH ANNUAL REPORT and Audited Statements of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS & REVIEW OF OPERATIONS

Your Company''s financial performance for the year under review is summarized below :

(Rs.) Consolidated Standalone

Particulars Year ended Year ended Year ended Year ended 31.03.2013 31.03.2012 31.03.2013 31.03.2012

Revenue from operations 513,568,010 650,134,564 487,475,616 602,602,159

Other Income 36,063,823 98,422,002 34,693,429 101,660,233

Total Revenue 549,631,833 748,556,567 522,169,045 704,262,393

Total expenses other than depreciation & finance cost 402,879,249 480,008,345 395,560,345 469,956,123

Profit before depreciation and finance cost 146,752,584 268,548,222 126,608,700 234,306,270

Depreciation 65,477,143 62,616,830 48,551,370 45,356,595

Profit before finance cost and tax 81,275,441 205,931,392 78,057,330 188,949,675

Finance cost 105,877,929 115,408,729 67,415,355 77,235,012

Profit before tax (24,602,488) 90,522,663 10,641,975 111,714,663

Tax expenses (53,879,980) 18,883,865 (52,684,264) 20,169,235

Net profit for the period 29,277,492 71,638,798 63,326,239 91,545,428

Earnings per equity share of Rs.10 each [Basic & Diluted] 1.06 2.61 2.30 3.33



APPROPRIATION

Your Directors recommend appropriation as under : ( Rs. )

STANDALONE Year ended Year ended 31.03.2013 31.03.2012

Surplus as at end of previous year 551,346,995 498,154,992

Add: Net profit for the year 63,326,239 91,545,428

Available for appropriation 614,673,234 589,700,420

Less: Proposed dividend 22,000,000 33,000,000

Less: Tax on dividend 3,738,900 5,353,425

Less transfer to General Reserve - 2,288,636

Total Appropriation 25,738,900 406,420,061

Surplus carried forward 588,934,334 549,058,359



DIVIDEND

Your Directors recommend payment of dividend @ 8% on the paid up share capital of the Company, i.e. Rs. 0.80/- per equity share ofRs. 10/-each.

The Company has been paying dividend consistently ©10% since 2005-06 and in the previous financial year it has paid dividend ®12%. Due to poor rainfall, generation of electricity was low as compared to the previous financial year. This caused an impact on the profitability of the Company in the current financial year. However, in order to maintain average dividend rate of 10%, your Directors recommend payment of dividend @8% in the current financial year.

OPERATIONS

The Company is primarily engaged in power generation, infrastructure development, such as construction of bridges, hydro projects including operation and maintenance thereof, supply of materials etc. In order to avoid duplication between the Directors'' report and Management Discussion and Analysis, your Directors have provided detail information on the operation of different business segments of the Company, in the Management Discussion and Analysis Report.

SUBSIDIARY COMPANIES

The Company is developing several hydro power projects in the States of Arunachal Pradesh, Uttarakhand and Kerala, through its various wholly owned subsidiaries viz :

1. Ayyappa Hydro Power Limited

2. EDCL Power Projects Limited (Operating 7MW Ullunkal Hydro Electric Project)

3. EDCL - Seppa Beyong Hydro Electric Private Limited

4. EDCL - Seppa Dunkho Hydro Electric Private Limited

5. EDCL - Seppa Jung Power Private Limited

6. EDCL - Seppa Kawa Power Private Limited

7. EDCL - Seppa Lada Hydro Electric Private Limited

8. EDCL - Seppa Marjingla Hydro Electric Private Limited

9. EDCL - Seppa Nire Hydro Electric Private Limited

10. EDCL - Seppa Pachuk Power Private Limited

11. EDCL - Seppa Riang Power Private Limited

12. EDCL - Tawang Power Private Limited

13. EDCL - Tawang Lower Tsachu Hydro Electric Private Limited

14. EDCL - Tawang Upper Tsachu Hydro Electric Private Limited

15. Eastern Ramganga Valley Hydel Projects Co. Private Limited

16. Sarju Valley Hydel Projects Co. Private Limited

Besides these, the Company is also having two more wholly owned subsidiaries viz. EDCL - Arunachal Projects Private Limited and Arunachal Hydro Power Limited.

The Company is executing 12 hydro electric projects in the State of Arunachal Pradesh having an aggregate capacity of 555 MW (approx), which may vary on finalization of Detailed Project Report (DPR). The total expenses for these projects in the State of Arunachal Pradesh as on 31.03.2013 is Rs. 164,87,55,037/-.

3 projects at Uttarakhand are having an aggregate capacity of about 17 MW. DPR for all the 3 projects has been approved. The total expenses for these projects in the State of Uttarakhand as on 31.03.2013 is Rs. 19,64,05,826/-.

In the State of Kerala, a subsidiary is developing 15 MW Karikkayam Hydel Power Project. The total expenses of the project as on 31.03.2013 isRs. 136,77,45,768/-.

Another subsidiary is operating the 7 MW Ullunkal Hydro Electric Project. An application has been filed by the Company with Kerala State Electricity Regulatory Commission (KSERC) for revision of approved tariff which is still pending. The Power Purchase Agreement (PPA) will be signed with the Kerala State Electricity Board (KSEB) once the tariff is finalised.

The Consolidated Financial Statements (CFS) of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, forms part of this Annual Report. The Auditors in their Report on the CFS have expressed their inability to ascertain and indicate the impact of delay in implementation of project, by Ayyappa Hydro Power Limited as explained in Note no. 26 (ii) of CFS. Pursuant to Section 217(3) of the Companies Act, 1956 with regard to the aforesaid comments of the Auditors, your Board wishes to draw your kind attention to the explanation given in Note no. 26 (ii) of the CFS and also inform that the pre-operative and other costs incurred for the project has been carried as capital work in progress as on date and any impact thereon due to cost overrun will be ascertained only on completion of the project.

In line with the General Circular No. 2 / 2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of your Company has passed a resolution for giving its consent for not attaching the financial statements of subsidiaries to the Balance Sheet of the Company for the year ended 31st March, 2013. Accordingly, a financial summary for all the subsidiaries giving the required information is disclosed in the CFS. The accounts of the subsidiary companies and the related information will be made available to any shareholder seeking such information. The accounts of the subsidiary companies are also available for inspection by any shareholder at the registered / corporate office of the Company or at the registered office of the subsidiary companies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, the Management Discussion and Analysis Report for the year under review, is attached as ''Annexure A'' and forms part of this Annual Report.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance together with the Auditor''s Certificate on the compliance of requirements of Corporate Governance is given in ''Annexure B'' and forms part of this Report. Further, a declaration signed by the Executive Director, affirming compliance with the Code of Conduct by all the Board members and senior management personnel along with a Certificate from the Executive Director (CEO) / Dy. General Manager - Commercial (CFO) as required under clause 49(V) of the Listing Agreement are also attached with ''Annexure B''.

DIRECTORS

Mr. Vijoy Kumar and Mr. Tarun Chaturvedi, Directors, retires by rotation and being eligible offer themselves for re-appointment.

Your Board has also received Form ''DD-A'' pursuant to the Companies (Disqualification of Directors under Section 274(l)(g) of the Companies Act, 1956) Rules, 2003, from the aforementioned Directors confirming that they have not incurred any disqualification under Section 274(l)(g) of the Companies Act, 1956. Your Board recommends their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 with regard to the Directors'' Responsibility Statement, your Board confirms that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures.

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year on 31st March, 2013 and of the Profit or Loss of the company, for the year ended on that date.

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF ENERGY CONSERVATION, ETC

Particulars in respect of conservation of energy and technology absorption required under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure C, attached hereto and forms part of this report. There were no foreign exchange earning during the Financial Year 2012 - 2013, however, foreign exchange have been used for the purposes of travelling etc. details whereof are also given in the "Annexure C".

AUDITORS

The Auditors, M/s. Lodha & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible under Section 224(1B) of the Companies Act,1956, offer themselves for re-appointment. Your Board recommends their re- appointment from the conclusion of the ensuing Annual General Meeting, till the conclusion of the next Annual General Meeting.

COST AUDITORS

The Board of Directors has re-appointed M/s. N. Radhakrishnan & Co., Cost Accountant, of 11A, Dover Lane, Flat Bl/34, Kolkata - 700029 as the Cost Auditor of your Company to conduct Cost Audit for the Financial Year 2013 - 2014.

PERSONNEL

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in Annexure D'', attached hereto and forms part of this report.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation to the Central and State Governments, Banks, customers, vendors and the Company''s valued investors for their continued co-operation and support.

Your Directors also wish to acknowledge the support and valuable contributions made by the employees, at all levels.



For and on behalf of the Board

for Energy Development Company Limited



Sd/-

Place: Kolkata Amar Singh

Date :12th August, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting SEVENTEENTH ANNUAL REPORT and Audited Statements of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS & REVIEW OF OPERATIONS

Your Company's financial performance for the year under review has been encouraging and is summarized below :

(Rs.)

Consolidated Standalone

SI. Particulars Year ended Year ended Year ended Year ended No. 31.03.2012 31.03.2011 31.03.2012 31.03.2011

1. Revenue from operations 650,134,564 520,665,204 602,602,159 470,159,899

Other Income 98,422,002 48,048,424 101,660,233 47,982,478

Total Revenue 748,556,567 568,713,628 704,262,393 518,142,377

2. Total expenses other than depreciation & finance cost 480,008,345 404,810,238 469,956,123 391,814,179

3. Profit before depreciation and finance cost 268,548,222 163,903,390 234,306,270 126,328,198

4. Depreciation 62,616,830 59,085,423 45,356,595 41,804,491

5. Profit before finance cost and tax 205,931,392 104,817,967 188,949,675 84,523,707

6. Finance cost 115,408,729 20,071,114 77,235,012 5,122,333

7. Profit before tax 90,522,663 84,746,853 111,714,663 79,401,374

8. Tax expenses 18,883,865 8,866,526 20,169,235 8,786,817

9. Net profit for the period 71,638,798 75,880,327 91,545,428 70,614,557

10. Earnings per share (EPS) [Basic & Diluted] 2.61 2.76 3.33 2.57



APPROPRIATION

Your Directors recommend appropriation as under : ( Rs. )

STANDALONE Year ended Year ended 31.03.2012 31.03.2011

Surplus as at end of previous year 498,154,992 459,501,624

Add: Net profit for the year 91,545,428 70,614,557

Available for appropriation 589,700,420 530,116,181

Less: Proposed dividend 33,000,000 27,500,000

Less: Tax on dividend 5,353,425 4,461,188

Less: Transfer to General Reserve 2,288,636 -

Total Appropriation 406,420,061 31,961,188

Surplus carried forward 549,058,359 498,154,992

DIVIDEND

Your Directors recommend payment of dividend @ 12 % on the paid up share capital of the Company, i.e. Rs. 1.20/- per equity share of Rs. 10/- each.

OPERATIONS

The Company is primarily engaged in power generation, infrastructure development, such as construction of bridges, hydro projects etc. including operation and maintenance thereof, supply of materials etc. In order to avoid duplication between the Directors' Report and Management Discussion and Analysis, your Directors has provided detailed information on the operation of different business segments of the Company, in the Management Discussion and Analysis Report.

SUBSIDIARY COMPANIES

The Company is developing several hydro electric projects in the States of Arunachal Pradesh, Uttarakhand and Kerala, through various wholly owned subsidiaries viz :

1. Ayyappa Hydro Power Limited

2. EDCL Power Projects Limited (Operating 7 MW Ullunkal Hydro Electric Project)

3. EDCL - Arunachal Projects Private Limited

4. EDCL - Seppa Beyong Hydro Electric Private Limited

5. EDCL - Seppa Dunkho Hydro Electric Private Limited

6. EDCL - Seppa Jung Power Private Limited

7. EDCL - Seppa Kawa Power Private Limited

8. EDCL - Seppa Lada Hydro Electric Private Limited

9. EDCL - Seppa Marjingla Hydro Electric Private Limited

10. EDCL - Seppa Nire Hydro Electric Private Limited

11. EDCL - Seppa Pachuk Power Private Limited

12. EDCL - Seppa Riang Power Private Limited

13. EDCL - Tawang Power Private Limited

14. EDCL - Tawang Lower Tsachu Hydro Electric Private Limited

15. EDCL - Tawang Upper Tsachu Hydro Electric Private Limited

16. Eastern Ramganga Valley Hydel Projects Co. Private Limited

17. Sarju Valley Hydel Projects Co. Private Limited

12 projects are being developed in the State of Arunachal Pradesh having an aggregate capacity of about 555 MW, which may vary and the final capacity would be determined on finalization of Detailed Project Report (DPR). DPR of the projects are being prepared. Approval from most of the concerned statutory authorities has been received. Land to be acquired for the projects has been identified. The total expenses incurred for these projects as on 31.03.2012 is Rs. 1,444,568,515/-.

In respect of 3 projects at Uttarakhand having an aggregate capacity of about 17 MW, revised DPR are being prepared. The total expense for the projects in the State of Uttarakhand as on 31.03.2012 is Rs. 155,210,237/-.

In the State of Kerala, a subsidiary is executing 15 MW Karikkayam Hydel Power Project. The project is in the final stage of completion and generation of electricity is likely to commence in the current financial year. The total expense for the project as on 31.03.2012 is Rs. 1,056,773,170/-.

Another subsidiary is operating the 7 MW Ullunkal Hydro Electric Project. An application has been filed by the Company with Kerala State Electricity Regulatory Commission (KSERC) for revision of approved tariff which is still pending. The Power Purchase Agreement (PPA) will be signed with the Kerala State Electricity Board (KSEB) once the order of the KSERC is received on the said application for the revision of the approved tariff.

The Consolidated Financial Statements (CFS) of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, forms part of this Annual Report. The Auditors in their Report on the CFS have commented upon Note No. 27 (ii) in respect of Ayyappa Hydro Power Limited, where power plant is under construction. The delay in the project has no impact on the capital work in progress as on date and any impact thereon due to cost overrun can only be ascertained on completion of the project.

In line with the General Circular No. 2/2011 dated 8th February 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of your Company has passed a resolution for giving its consent for not attaching the financial statements of subsidiaries to the Balance Sheet of the Company for the year ended 31st March 2012. Accordingly, A financial summary for all the subsidiaries giving the required information is disclosed in the CFS. The accounts of the subsidiary companies and the related information will be made available to any shareholder seeking such information. The accounts of the subsidiary companies are also available for inspection by any shareholder at the Registered/Corporate Office of the Company or at the Registered Office of the subsidiary companies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report for the year under review, is attached as "Annexure A" and forms part of this Annual Report.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance together with the Auditor's Certificate on the compliance of conditions of Corporate Governance is given in "Annexure B" and forms part of this Report. Further, a declaration signed by the Executive Director, affirming compliance with the Code of Conduct by all the Board members and senior management personnel along with a Certificate from the Executive Director (CEO) / Dy. General Manager - Commercial (CFO) required under clause 49(V) of the Listing Agreement are also given in "Annexure B".

DIRECTORS

Mr. Amar Singh and Mr. Gouri Prasad Goenka, Directors, are liable to retire by rotation and being eligible offer themselves for re- appointment.

Your Board has also received Form 'DD-A' pursuant to the Companies (Disqualification of Directors under Section 274(l)(g) of the Companies Act, 1956) Rules, 2003, from the aforementioned Directors confirming that they have not incurred any disqualification under Section 274(1 )(g) of the Companies Act, 1956. Your Board recommends their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 with regard to the Directors' Responsibility Statement, your Board confirms that

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures;

(b) the selected accounting policies were applied consistently and the Directors 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 the end of the financial year on 31st March, 2012 and of the Profit or Loss of the Company, for the year ended on that date.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) the annual accounts have been prepared on a going concern basis.

PARTICULARS OF ENERGY CONSERVATION, ETC.

Particulars in respect of Conservation of Energy and Technology Absorption required under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in "Annexure C", attached hereto and forms part of this report. There were no foreign exchange earning during the financial year 2011-2012, however, foreign exchange have been used for the purposes of travelling etc. details whereof are also given in the "Annexure C".

AUDITORS

The Auditors, M/s. Lodha & Co., Chartered Accountants, vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished a certificate to the effect that their proposed appointment, if made will be in accordance with the limits specified under Section 224 (IB) of the Companies Act, 1956. Your Board recommends their re-appointment from the conclusion of the ensuing Annual General Meeting, till the conclusion of the next Annual General Meeting.

COST AUDITORS

M/s. N. Radha Krishnan & Co., Cost Accountant of Kolkata has been appointed as the Cost Auditor of your Company to conduct Cost Audit for the Financial Year 2012-2013.

PERSONNEL

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in 'Annexure D', attached hereto and forms part of this report.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation to the Central and State Governments, Banks, customers, vendors and the Company's valued investors for their continued co-operation and support.

Your Directors also wish to acknowledge the support and valuable contributions made by the employees, at all levels.

For and on behalf of the Board

For Energy Development Company Limited

Sd/-

Place : Kolkata Amar Singh

Date : 17th July, 2012 Chairman


Mar 31, 2011

DIRECTORS' REPORT to the shareholders

The Directors have pleasure in presenting SIXTEENTH ANNUAL REPORT and Audited Statements of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended on 31st March, 2011 are summarized as under :

As on As on

31.03.2011 31.03.2010

(Rupees) (Rupees)

Gross Turnover 47,01,59,899 31,58,31,677

Operating Profit before Interest, Depreciation & Tax 12,63,28,197 17,87,14,427

Interest and other Financial Charges 51,22,333 49,01,260

Depreciation 4,18,04,491 3,38,26,767

Net profit before Tax 7,94,01,373 13,99,86,401

Provision for Income Tax (including tax for earlier years) 1,25,10,309 2,38,16,039

Provision for Deferred Tax . (37,23,492) 21,01,953

Net profit after Tax 7,06,14,556 11,40,68,409

Add: Balance brought forward from previous year 45,95,01,624 37,76,06,840

Profit available for appropriation 53,01,16,180 49,16,75,249

Proposed Dividend 2,75,00,000 2,75,00,000

Corporate Tax on Dividend 46,73,625 46,73,625

Balance to be carried forward ' 49,81,54,993 45,95,01,624

DIVIDEND

Your Directors recommend payment of dividend @ 10 % on the paid - up share capital of the Company, i.e. Re.l/- per equity share of Rs.10/- each. The amount of dividend and tax thereon aggregates to Rs.3.217 crores.

OPERATIONS

The Company is primarily engaged in power generation and other infrastructure development businesses such as construction of roads, bridges, power plants including operation and maintenance thereof, supply of equipments and auxiliaries for power plants etc. Detailed information on the operations of different business segments of the company are covered in the Management Discussion and Analysis Report, attached herewith and forms a part of this Report.

NEW CONTRACTS

During the year under review the Company has received a number of contracts valued at Rs.113 Crores (approx) in the States of Maharashtra, Bihar and Tripura, inter alia for construction / replacement of bridges, supply of main generating equipments / auxiliaries etc., its erection, testing & commissioning and operation & maintenance of Power House etc. to be completed within August, 2011 to March, 2013.

NEW PROJECTS

The Government of Arunachal Pradesh has allotted 3 new Hydro Electric Projects having an aggregate capacity of 143 MWs. The capacity of existing 7 Hydro Electric Projects in Arunachal Pradesh has been enhanced from 270 MWs to 373 MWs. The Company has also acquired 2 Hydro Electric Projects having an aggregate capacity of 39 MWs situated in the State of Arunachal Pradesh. Accordingly, the Company now has altogether 12 Hydro Electric Projects having an aggregate capacity of 555 MWs in the State of Arunachal Pradesh. Your Company has also acquired two private Limited Companies having 3 Hydro Electric Projects having an aggregate capacity of 17 MWs in the State of Uttarakhand.

SUBSIDIARY COMPANIES

During the year under review Ayyappa Hydro Power Limited and EDCL Power Projects Limited has been continued to be wholly owned Subsidiaries of the Company. Several subsidiary companies were formed, during the year for transferring individual projects to each such companies, in terms of the Memorandum of Understanding entered into between the Company and the Government of Arunachal Pradesh. Brief description of the subsidiary companies, as on 31.03.2011 is given below :

1. Ayyappa Hydro Power Limited

The Company is executing a 15 MW Karikkayam Hydel Power Project, in the State of Kerala. The Project is scheduled to be completed in two phases. It is proposed to sale the entire generation from this unit to the Kerala State Electricity Board (KSEB) under a Long term Power Purchase Agreement (PPA). The first phase of the project is likely to be operational in the current financial year and the relevant PPA is also likely to be signed.

2. EDCL Power Projects Limited

The Company is operating the 7 MW Ullunkal Hydro Electric Project in the State of Kerala. The procedural formalities regarding transfer of the project from Energy Development Company Limited is yet to be completed. Due to which the Power Purchase Agreement between the Company and the KSEB for supply of electricity is yet to be signed. However, the company is receiving interim payments from KSEB for supply of electricity.

3. EDCL (Europe) Limited

The Company was incorporated as on 08.12.2010, but no capital contribution has been made till 31.03.2011.

4. EDCL - Seppa Beyong Hydro Electric Private Limited

The Company is developing 40 MW Pakke Bung - I Hydro Electric Project on Pakke Bung River in the East Kameng District of Arunachal Pradesh.

5. EDCL - Seppa Kawa Power Private Limited

The Company is developing 48 MW Marjingla Lower Hydro Electric Project in the East Kameng District of Arunachal Pradesh.

6. EDCL - Tawang Lower Tsachu Hydro Electric Private Limited

The Company is developing 50 MW Tsa Chu - I Hydro Electric Project in the Tawang District of Arunachal Pradesh.

7. EDCL - Tawang Upper Tsachu Hydro Electric Private Limited

The Company is developing 24 MW Tsa Chu - I Hydro Electric Project in the Tawang District of Arunachal Pradesh.

8. EDCL - Seppa Nire Hydro Electric Private Limited

The Company is developing 15 MW Pakke Bung - IV Hydro Electric Project in the East Kameng District of Arunachal Pradesh.

9. EDCL - Seppa Jung Power Private Limited

The Company is developing 24 MW Pakke Bung - III Hydro Electric Project in the East Kameng District of Arunachal Pradesh.

10. EDCL - Tawang Power Private Limited

The Company is developing 90 MW Tsa Chu - II Hydro Electric Project in the Tawang District of Arunachal Pradesh.

11. EDCL - Seppa Pachuk Power Private Limited

The Company is developing 84 MW Pachuk - I Hydro Electric Project in the East Kameng District of Arunachal Pradesh.

12. EDCL - Seppa Dunkho Hydro Electric Private Limited

The Company is developing 60 MW Pachuk - II Hydro Electric Project in the East Kameng District of Arunachal Pradesh.

13. EDCL - Seppa Lada Hydro Electric Private Limited

The Company is developing 45 MW Pachuk - II Lower Hydro Electric Project in the East Kameng District of Arunachal Pradesh.

14. EDCL - Seppa Riang Power Private Limited

The Company is developing 15 MW Pakke Bung - II Hydro Electric Project in the East Kameng District of Arunachal Pradesh.

15. EDCL - Seppa Marjingla Hydro Electric Private Limited

The Company is developing 60 MW Marjingla Hydro Electric Project in the East Kameng District of Arunachal Pradesh.

16. EDCL - Arunachal Projects Private Limited

The Company was incorporated to oversee and facilitate various implementation of projects in the State of Arunachal Pradesh.

17. Eastern Ramganga Valley Hydel Projects Co. Private Limited

The Company is executing 6.5 MW Burthing Small Hydro Electric Project and 5 MW Phuliabagar Small Hydro Electric Project, in the State of Uttarakhand.

18. Sarju Valley Hydel Projects Co. Private Limited

The Company is executing 5.5 MW Balighat Small Hydro Electric Project, in the State of Uttarakhand.

In view of the exemption granted by the Ministry of Corporate Affairs, Government of India, vide its general circular no. 2/2011 dated 8th February, 2011, the Annual Accounts along with Report of Directors and Auditors of Subsidiary Companies are not required to be attached with the Annual Report of your Company. Shareholders desirous of obtaining Report and Accounts of the abovementioned Subsidiary Companies may obtain the same on request. Also, the Report and Accounts of the Subsidiary Companies shall be available for inspection by Shareholders at the Corporate Office of the Company and the Registered Office of the Subsidiary Companies during the business hours.

The Consolidated Financial Statement prepared in accordance with the Accounting Standard - 21 is annexed with the Annual Accounts of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, the Management Discussion and Analysis Report for the year under review, is given under a separate section and forms part of this Report.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the stock exchanges. A report on Corporate Governance together with the Auditor's Certificate on the compliance of conditions of Corporate Governance is given in a separate section and forms part of the Annual Report. Further, a declaration signed by the Executive Director, affirming compliance with the Code of Conduct by all the Board members and senior management personnel along with a Certificate from the Executive Director (CEO) / Dy. General Manager - Commercial (CFO) required under clause 49(V) of the Listing Agreement are also given therein.

Mr. Sanjiv Saraf had been re-appointed as an Executive Director of the Company w.e.f. 01.04.2011 and his proposed remuneration package in detail has been given in the draft resolution of the Notice. No stock option is given to Mr. Saraf.

CONSOLIDATED FINANCIAL STATEMENTS

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries as mentioned above which is prepared in compliance with the accounting standards and listing agreements.

DIRECTORS

Mr. Vijoy Kumar and Mr. Tarun Chaturvedi had been appointed as an Additional Director (Independent) on 25.07.2011and 08.08.2011 respectively. In pursuance of Section 260 of the Companies Act, 1956, they shall cease to be directors of the Company from the conclusion of the ensuing Annual General Meeting. Notices under section 257 of the Companies Act, 1956 have been - received from shareholders signifying their intention to propose the name of Mr. Vijoy Kumar and Mr. Tarun Chaturvedi as Directors of the Company.

Mrs. Pankaja Kumari Singh and Mr. Sanjay Kumar Gupta, Directors, are liable to retire by rotation and being eligible offer themselves for re-appointment.

Your Board has also received Form 'DD-A' pursuant to the Companies (Disqualification of Directors under Section 274(l)(g) of the Companies Act, 1956) Rules, 2003, from the aforementioned directors confirming that they have not incurred any disqualification under Section 274(l)(g) of the Companies Act, 1956. Your Board recommends their re-appointment.

Mr. Sanjiv Saraf, Executive Director was appointed for a period of three years, which ended on 31st march, 2011. Your Board has reappointed him for a further period of 3 years w.e.f. 1st day of April, 2011 and also revised his remuneration package. Your Board recommend passing of the special resolution for his re-appointment, as per the terms and conditions, set out in the draft resolution in the Notice calling the Annual General Meeting.

Mr. Inder Chand Jain, Director resigned w.e.f. 10.02.2011. Mr. Amitabh Bachchan and Mr. Harshavardhan Neotia Directors, have resigned w.e.f. 25.07.2011 from the Board of Directors of your Company. Your Board places on record its appreciation to the immense services rendered by them, during their tenure as Director. The term of office of Mr. Amar Singh, as an Executive Chairman has ended on 31st July, 2011. Mr. Singh has expressed his inability to continue as an Executive Chairman, due to the paucity of time. Accordingly, the Board has appointed Mr. Amar Singh as a Non - Executive Chairman w.e.f. 01.08.2011.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 with regard to the Directors' Responsibility Statement, your Board confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures;

(b) the selected accounting policies were applied consistently and the Directors 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 the end of the financial year on 31st March, 2011 and of the Profit or Loss of the company, for the year ended on that date.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) the annual accounts have been prepared on a going concern basis.

PARTICULARS OF ENERGY CONSERVATION, ETC.

Particulars in respect of conservation of energy and technology absorption required under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in a separate annexure, attached hereto and forms part of this report. There were no foreign exchange earning during the Financial Year 2010 - 2011, but foreign exchange have been used for the purposes of travelling etc. details whereof are given in the annexure.

AUDITORS

The Auditors, M/s. Lodha & Co., Chartered Accountants, vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished a certificate to the effect that their proposed appointment, if made will be in accordance with the limits specified under Section 224 (IB) of the Companies Act, 1956. Your Board recommends their re-appointment from the conclusion of the ensuing Annual General Meeting, till the conclusion of the next Annual General Meeting.

COST AUDITORS

M/s. N. Radha Krishnan & Co., Cost Accountant of Kolkata has been re-appointed as the Cost Auditor of your Company to conduct Cost Audit for the Financial Year 2011 - 2012.

PERSONNEL

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in a separate annexure, attached hereto and forms part of this report.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation to the Banks, Central and State Governments and the Company's valued investors for their continued co-operation and support.

Your Directors wish to acknowledge the support and valuable contributions made by the employees, at all levels.

For and on behalf of the Board

For Energy Development Company Limited

Place: Kolkata Sd/- Sanjiv Saraf, Executive Director

Date: 8th August, 2011 Sd/- Sanjay Kumar Gupta, Director






Mar 31, 2010

The Directors have pleasure in presenting FIFTEENTH ANNUAL REPORT and Audited Statements of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended on 31st March, 2010 are summarized as under:-

As on As on 31.03.2010 31.03.2009 (Rupees) (Rupees)

Gross Turnover 315,831,677 1,172,362,388

Operating Profit before Interest, Depreciation & Tax 178,714,427 269,017,951

Interest and other Financial Charges 4,901,260 5,922,062

Depreciation 33,826,767 38,360,685

Net profit before Tax 139,986,401 224,735,204

Provision for Income Tax & F.B.T. 23,816,039 31,700,000

Provision for Deferred Tax 2,101,953 25,267,488

Net profit after Tax 114,068,409 167,767,716

Add: Balance brought forward from previous year 377,606,840 242,012,749

Profit available for appropriation 491,675,249 409,780,465

Proposed Dividend 27,500,000 27,500,000

Corporate Tax on Dividend 4,673,625 46,73,625

Balance to be carried forward 459,501,624 377,606,840

DIVIDEND

Your Directors recommend payment of dividend @ 10 % i.e. Re.1/- per equity share of Rs.10/- each. The amount of dividend and tax thereon aggregates to Rs.3.217 crores.

OPERATIONS

The Company is engaged in power generation and other infrastructure development businesses such as construction of roads, power plants, bridges, buildings and operation and maintenance of power plants etc. Detailed information on the operations of different business segments of the company are covered in Management Discussion and Analysis Report, attached herewith.

NEW CONTRACTS

During the financial year ended on 31.03.2010 the company has received following new contracts :

i. Sub-contract for supply and erection of 33/11 KV and LT systems, distribution, sub-stations etc. in the state of Manipur, for Rs.56.70 crores to be completed in 18 months.

ii. Contract for "Earthwork in filling with required compaction in Railway embankment approach road, back filling of platform wall etc. blanketing, turfing, construction of minor bridges etc. and other miscellaneous works" from Eastern Railway, Kolkata, for Rs. 19.50 Crores to be completed in 15 months.

SUBSIDIARY COMPANIES

The Company had following subsidiaries as on 31st March, 2010 :

1. Ayyappa Hydro Power Limited is continued to be a 100% subsidiary of the Company.

The Company is executing a 15 MW Karikkayam Hydel Power Project, in the State of Kerala. The Project is scheduled to be completed in two phases. It is proposed to sale the entire generation from this unit to the Kerala Electricity Board under Long term Power Purchase Agreement (PPA). The PPA is yet to be signed. Barring unforeseen circumstances the first phase of the project is likely to be operational in the financial year 2010-11.

2. EDCL Power Projects Limited became 100% subsidiary of the Company, during the year.

The 7 MW Ullunkal Hydro Electric Project has been transferred to this company, w.e.f. 01.04.2009.

The statement pursuant to section 212 of the Companies Act, 1956 in respect of the subsidiary companies, is separately annexed and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, the Management Discussion and Analysis Report for the year under review, is given under a separate section and forms part of this Report.

MATERIAL CHANGES AND COMMITMENTS

During the current Financial Year (from 01.04.2010 to the signing of this report)

a) Your Company has received various contracts for construction / replacement of bridges by the Government of Tripura valued at approx. Rs. 81.53 Crores, to be completed in 2 years.

b) The Company has also received letters of intent from the Government of Bihar for supply of main generating equipment / auxiliaries etc. for its power projects for one year, valued at approx. Rs. 11.41 Crores.

c) In the previous year the company has been allotted 7 Hydro Electric Projects of various sizes, aggregating 270 MWs on BOOT basis, by the Government of Arunachal Pradesh. After detailed studies the capacity of these projects have been enhanced by 103 MWs. In addition the company has also been allotted 3 new Hydro Electric Projects aggregating 143 MWs on BOOT basis. Accordingly, the company now has altogether 10 projects having an aggregate capacity of 516 MWs in Arunachal Pradesh.

d) The 6 MW Harangi Stage II, Hydro Electric Power Plant at Hulugunda Village, Harangi Dam site, Kodagu District has been commissioned w.e.f. 30th August, 2010.

e) The Scheme of arrangement under Section 391 and 394 of the Companies Act, 1956, entered into between Energy Development Company Limited, and its wholly owned subsidiaries viz., EDCL Power Projects Limited and Dhanashree Projects Limited have been sanctioned by the Honble High Courts at Bangalore and Calcutta. Vide these Orders Dhanashree Project Limited has been amalgamated with the Company and 7 MW Ullunkal Hydro Electric Project has been transferred to EDCL Power Projects Limited w.e.f. 01.04.2009.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the stock exchanges. A report on Corporate Governance together with the Auditors Certificate on the compliance of conditions of Corporate Governance is given in a separate section and forms part of the Annual Report. Further, a declaration signed by the Executive Director, affirming compliance with the Code of Conduct by all the Board members and senior management personnel along with a Certificate from the Executive Director (CEO) / Dy. General Manager - Commercial (CFO) required under clause 49(V) of the Listing Agreement are also given therein.

CONSOLIDATED FINANCIAL STATEMENTS

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, viz. Ayyappa Hydro Power Limited and EDCL Power Projects Limited, as prepared in compliance with the accounting standards and listing agreements.

DIRECTORS

Mr. Amar Singh, Mr. Harshavardhan Neotia and Mr. Sanjiv Saraf, Directors, retire by rotation and being eligible offer themselves for re-appointment. Your Board has also received Form DD-A pursuant to the Companies (Disqualification of Directors under Section 274(l)(g) of the Companies Act, 1956) Rules, 2003, confirming that they have not incurred any disqualification under Section 274(1 )(g) of the Companies Act, 1956. Your Board recommends their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 with regard to the Directors Responsibility Statement, your Board confirms that :-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures;

(b) the selected accounting policies were applied consistently and the Directors 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 the end of the financial year on 31st March, 2010 and of the Profit or Loss of the company, for the year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis.

PARTICULARS OF ENERGY CONSERVATION, ETC.

Particulars in respect of conservation of energy and technology absorption required under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in a separate annexure, attached hereto and forms part of this report. There is no foreign exchange earning or outgo.

AUDITORS

The Auditors, M/s. Lodha & Co., Chartered Accountants, vacate their office at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have furnished a certificate to the effect that their proposed appointment, if made will be in accordance with the limits specified under Section 224 (IB) of the Companies Act, 1956. Your Board recommends their re-appointment from the conclusion of the ensuing Annual General Meeting, till the conclusion of the next Annual General Meeting.

PERSONNEL

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in a separate annexure, attached hereto and forms part of this report.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation to the Banks, Central and State Governments and the Companys valued investors for their continued co-operation and support.

Your Directors wish to acknowledge the support and valuable contributions made by the employees, at all levels.

For and on behalf of the Board For Energy Development Company Limited

Place : New Delhi Sd/-Amar Singh

Date : 15th November, 2010 (Chairman)



 
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