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Directors Report of India Power Corporation Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 95th Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March, 2015.

Highlights

* Net Worth increased by 2.60% to Rs. 1,03,067.54 Lakhs from Rs. 1,00,453.41 Lakhs.

* Revenue declined marginally by 9.79% to Rs. 62,918.40 Lakhs from Rs. 69,749.15 Lakhs on account of lower sales to another licencee.

* EBIDTA increased by 2.22% to Rs. 9,624.24 Lakhs from Rs. 9,415.62 Lakhs.

* PAT declined by 17.31% to Rs. 2,417.85 Lakhs from Rs. 2,924.14 Lakhs.

Financial Results (Rs. in Lakhs)

Particulars Year ended March Year ended March 31, 2015 31, 2014

Total Income 62,918.40 69,749.15

Total Expenditure 59,257.45 65,261.40

Profit before Tax 3,660.95 4,487.75

Less: Provision for Taxation:

Current Tax 698.28 476.86

Deferred Tax 544.82 1,086.75

Profit after Tax 2,417.85 2,924.14

Dividend

The Board of Directors are pleased to recommend a dividend of 5% (Rs. 0.05 per share) for the financial year ended 31st March, 2015 on the paid up equity share capital, subject to approval of the members at the ensuing Annual General Meeting. The dividend, if approved, will result in a payout of Rs. 788.97 Lakhs and shall be subject to Corporate Dividend Tax to be paid by your Company but will be tax free in the hands of the shareholders.

Deposits

During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 (hereinafter referred to as "the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

Reserves

The amount carried to the reserves and surplus of the Company for the financial year 2014-15 are given in the Standalone Financial Statements of the year under review.

Change of Name

Pursuant to the approval of the Scheme of Arrangement and Amalgamation (hereinafter referred to as "the Scheme") of erstwhile India Power Corporation Limited (IPCL) into and with DPSC Limited and consequent upon the approval of the Central Government under Section 21 of the Companies Act, 1956, read with Government of India, Department of Company Affairs, New Delhi, Notification No. G.S.R 507 (E) dated 24/06/1985, the name of DPSC Limited has changed to INDIA POWER CORPORATION LIMITED with effect from 27th August, 2013 vide SRN B82636713 dated 27/08/2013.

Subsidiary Companies

INDIA POWER CORPORATION (BODHGAYA) LIMITED (IPCBL),

a wholly owned subsidiary of your Company was incorporated on 12th day of September, 2013 under the Companies Act, 1956 as a Special Purpose Vehicle (SPV) to undertake the Distribution Franchisee business in Gaya and the adjoining areas in the State of Bihar. IPCBL has started its operations w.e.f. June 1, 2014. IPCBL is procuring power from SBPDCL and selling it to the consumers in the franchise area. The said Company recorded a profit after tax of Rs. 71.01 Lakhs for the financial year 2014-15.

IPCL PTE LTD, a wholly owned foreign subsidiary Company was incorporated on 4th day of October, 2013 in the Republic of Singapore under the Companies Act (CAP50) as private company limited by shares to explore business development activities including exploring opportunities of brown field acquisitions in India and abroad. During the year under review, the Company has subscribed to 7,000 equity shares of IPCL PTE Limited having face value of SGD 1 each at par. The said subsidiary company has neither any operating nor trading activity.

During the year under review, the Company has subscribed to 52,00,000 Equity Shares of face value of Rs. 10 each at par, issued by IPCL Power TRADING PRIvATE Limited (IPTPL). Consequent to which, IPTPL has become a subsidiary company. IPTPL has received the Inter-State Power Trading licence dated 23rd February, 2015 from The Central Electricity Regulatory Commission. During the year under review, IPTPL did not generate any operating income.

During the financial year 2014-15, the Company has subscribed to 10,73,67,040 Compulsorily Convertible Preference Shares of face value of Rs. 10/- each at par, issued by INDIA POWER CORPORATION (HALDIA) LIMITED (IPCHL). Consequent to which, IPCHL has become a subsidiary company in terms of the Act. IPCHL is setting up a 450 MW (3x150) Thermal Power Plant in Haldia, West Bengal. During the year under review, IPCHL did not generate any operating income.

The Policy for determining material subsidiaries, as formulated and approved by the Board of Directors, may be accessed on the Company's website at the link: http://www.indiapower. com/pdf/Policies_website.pdf

Consolidated Financial Statements

The Financial Statements, Auditors' Report and Directors' Report of the subsidiaries are not attached to the Annual Accounts of your Company pursuant to general exemption granted vide General Circular No. 2/2011 dated 08.02.201 1 issued by the Government of India, Ministry of Corporate Affairs. However, the necessary details about the subsidiaries are given in the Consolidated Financial Statements. Further any shareholder of the Company or of the subsidiary companies may obtain copies of these documents by writing to the Company Secretary at the Registered Office of your Company. Copies of the Annual Accounts of the subsidiaries would also be available for inspection by any such person or by the trustee of the holder of any debentures of the Company at the Registered Office of your Company on any working day, excluding Saturday. The Annual Accounts of India Power Corporation (Haldia) Limited has not been considered for consolidation in terms of the applicable Accounting Standards.

The Statement in Form AOC-1 containing the salient features of the financial statements of your Company's subsidiary companies pursuant to first proviso to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report.

Further, in line with Section 129(3) of the Act read with the aforesaid Rules, the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standard 21 (AS- 21), Consolidated Financial Statements prepared by your Company include financial information of its subsidiary companies.

A report on the performance and financial position of each of the subsidiary company is included in the Consolidated Financial Statements, prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules, 2014 and forms part of the Annual Report. The said report is not repeated here for the sake of brevity.

Share Capital

Paid Up Share Capital

In terms of the Scheme, the shareholders of erstwhile IPCL are entitled to be allotted 11 equity shares of Rs. 1 each of your Company for every 100 equity shares of erstwhile IPCL held by them totaling to allotment of 1 12,02,75,823 equity shares of Rs. 1 each. The holding of erstwhile IPCL in your Company, however, shall stand cancelled pursuant to the Scheme and accordingly the paid-up equity share capital of the Company upon allotment of the consideration shares as envisaged above will be increased from Rs. 97,37,89,640 to Rs. 157,79,33,089 comprising 157,79,33,089 equity shares of Rs. 1 each.

Allotment of the said securities are pending due to certain pending formalities with the Stock Exchanges and the paid up share capital shall undergo the change upon the said allotment.

Review of Operations and State of Company's Affairs:

Your company has maintained its consistent operating performance during the year under review, recording a benchmark Transmission & Distribution Loss figure of 2.31% for the year ended 31st March, 2015, in comparison to previous year figure of 2.70%, which is one of the lowest among the power distribution utilities across India.

The Net Income from Operations was recorded at Rs. 62,736 Lakhs for the financial year ended 31st March, 2015, in comparison to the previous year figures of Rs. 69,453 Lakhs. The Company supplied 878.06 Million Units of power in its license area in West Bengal and 151.05 Million Units of Wind Power in the States of Rajasthan, Karnataka and Gujarat during the financial year ended 31st March, 2015 as against 1011.46 Million Units and 156.40 Million Units respectively for the last year. The Profit after Tax for the financial year ended 31st March, 2015 was recorded at Rs. 2,418 Lakhs, as compared to last year figures of Rs. 2,924 Lakhs.

The Company's generating stations continued to remain consistent and satisfactory inspite of inconsistent fuel availability and its distribution network continued to be robust and stable. The Company's relations with its consumers continued to remain cordial.

Please refer to the Management Discussion & Analysis Report (as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges) annexed to this Report dealing with the state of Company's affairs at length.

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

Accounting Policies

Significant Accounting Policies adopted by the Company are detailed in the Note 1 to the Standalone Financial Statements.

Projects

Your Company's capital expenditure plans are undertaken with the objective of ensuring better quality & reliability of supply to its consumers, augmenting power delivery infrastructure to cater to increasing demand, reduction of technical losses, improving its operational efficiencies and developing self sufficiency in generation to meet the emerging challenges of increasing competition in the future.

In furtherance of these objectives, your Company has envisaged various short and long term plans for increasing its generation base and augmenting its existing distribution network.

Sales and Marketing

Your Company has continued with its customer satisfaction and quality service initiatives, conducted customer meets, surveys and awareness programmes for customer retention and servicing. The Company's customer service helpline numbers were actively into operation throughout the year under review, catering to several customer queries and service calls in real time.

Personnel

Industrial Relations in the Company continued to be satisfactory throughout the year under review. There were 595 number of permanent employees on the rolls of the Company as on 31st March, 2015.

Training

The Company continued its endeavour to impart necessary developmental training to its employees and stakeholders for awareness, growth and planning. The Company had undertaken focused in-house training programmes for nurturing its human capital, participated in seminars, workshops and development programmes aimed at increasing efficiency and productivity among employees and increasing stakeholders' awareness and participation.

Particulars of Employees and related disclosures

Statements containing the details as required in terms of the provisions of Section 197 of the Act read with Rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) has always been an integral part of the vision of the Company and has been the cornerstone of its core value of Good Corporate Citizenship. CSR for the Company is well encompassing, including making socially responsible products, engaging in responsible employee relations, and not only making a responsible commitment to the community but also encouraging employee engagement in community initiatives.

Formation of CSR Committee

Pursuant to Section 135 of the Act, the Company has constituted a Corporate Social Responsibility Committee of the Board of Directors. The terms of reference of the CSR Committee are as per the provisions of the Act.

The CSR Committee has formulated the CSR Policy which describes the multiple lines around which the CSR activities of the Company are positioned being education and skill development, social and economic welfare, environmental sustainability and such other activities included in Schedule VII to the Act as may be identified by the CSR Committee from time to time. The said Policy is available at the following link: http://www.indiapower.com/pdf/Corporate_Social_ Responsibility_Policy_IPCL.pdf

The Company has taken initiatives and undertaken certain projects as part of CSR during the financial year 2014-15 and the Report on CSR activities is attached to this Report.

During the year under review, the Company could not spend Rs. 43.68 Lakhs out of the entire allocated budget of Rs. 69.83 Lakhs for reasons explained in the Annual Report on CSR activities.

Policy on prevention, prohibition and redressal of sexual harassment of women at the workplace

The Company has laid down a framework for the Prevention, Prohibition and Redressal of Sexual Harassment at workplace based on Section 19 of the Sexual Harassment of Women at the Workplace [Prevention, Prohibition and Redressal] Act, 2013 to promote a healthy culture and congenial environment in which both genders could work together for prosperity and to meet the Company's goals & objectives. Employees may report their concerns to the Internal Complaint Committee formed for this purpose. The Company affirms that during the year under review adequate access to the Committee was provided to the employees. The following is the summary of sexual harassment complaints received and disposed off by the Company during the year under review:

Complaints (No.)

Received Disposed off

Nil Nil

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

A Statement containing the details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is annexed to this Report.

Risk Management

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company's competitive advantage. As part of the Risk Management framework, the Company reviewed periodically the various risks and finalised the mitigation plans. The identified risk areas were covered by the Internal Audit and major risks were discussed periodically.

During the year under review, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework and processes; (b) Identifying risks; (c) Optimising risk situations; and (d) Strengthening the risk management system through continuous learning and development. A Risk Management Policy was reviewed and approved by the Committee.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance, CEO/CFO Certification and Auditors' Certificate on Corporate Governance are annexed to this Report and form part of this Report.

A Code of Conduct, as applicable to the Board Members and Senior Management Personnel, has been adopted and practiced and is available on the Company's website at www.indiapower. com.

Directors' Responsibility Statement

In terms of Section 134(3)(c) of the Act, your Directors confirm that:

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 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 Act 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;

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

Directors

Appointment

Pursuant to Section 149 and other applicable provisions of the Act, the members of the Company at the 94th Annual General Meeting, held on 13th September, 2014, appointed the then existing Independent Directors for a term of 5 (five) consecutive years ending on 31st March, 2019.

Further, pursuant to Section 149 and other applicable provisions of the Act, your Directors are seeking appointment of Shri S. Sundereshan and Smt. Dipali Khanna as Independent Directors for a period of 5 (five) consecutive years, who were appointed as Additional Directors in the category of Independent Directors with effect from 13th October, 2014 and 31st March, 2015 respectively.

The terms and conditions of the above appointment(s) are contained in the Letter of Appointment issued to the respective directors and the same is also hosted on the website of the Company.

Notices in writing under Section 160 of the Act have been received by the Company proposing the appointment of Shri Sundereshan and Smt. Khanna as Directors of the Company.

The Board of Directors, at its meeting held on 30th May, 2015, took note of the change in the circumstances affecting the status of Shri Jyoti Poddar as an Independent Director and accordingly noted the change in status of directorship of Shri Poddar from Independent Director to Non-Executive Non- Independent Director.

Notice in writing under Section 160 of the Act has been received from a member of the Company proposing the appointment of Shri Jyoti Kumar Poddar as Director of the Company, liable to retire by rotation.

Director retiring by rotation

Shri Sunil Kanoria retires from the Board by rotation and being eligible, offers himself for reappointment.

Whole-time Director

Based on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors have appointed Shri Asok Kumar Goswami as a Whole-time Director of the Company, for a period of 5 years, with effect from 15th September, 2014. The said appointment is subject to approval of the members at the ensuing Annual General Meeting.

Information regarding the directors seeking appointment/ reappointment

Resume and other information regarding the directors seeking appointment/ reappointment as required by sub-clause (1) of Clause 49 VIII(E) of the Listing Agreement has been given in the Notice convening the ensuing Annual General Meeting and in the Statement pursuant to Section 102 of the Act.

The Board of Directors recommends the above appointment(s) / reappointment(s).

Other Information

Appointment of directors is made in accordance with the Policy on Board Diversity and Nomination & Remuneration Policy as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors. The said policies are annexed to the Board's Report and are also available on the Company's website at the link http://www.indiapower.com/ pdf/Policies_website.pdf

Details of the Directors, their appointment / cessation during the year under review and remuneration are given in the Extract of Annual Return annexed hereto and forming a part of this Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Familiarisation Programme

In terms of Clause 49(II)(B)(7) of the Listing Agreement, the Company is required to conduct familiarisation programmes for Independent Directors to familiarise them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

The details of such programmes for familiarisation of Independent Directors are put up on the website of the Company at the following link:

http://www.indiapower.com/pdf/IPCL_Directors_

Familiarisation_Programme.pdf

Statutory Disclosure:

None of the Directors of the Company are disqualified as per the applicable provisions of the Act.

Meetings

Six Meetings of the Board of Directors were held during the year. Details of such meetings are given in Report on Corporate Governance annexed to this Report.

Committees of the Board

Pursuant to the provisions of the Act, there exists an Audit Committee and Nomination & Remuneration Committee of the Board.

The details of the compositions, terms of reference, meetings, etc., of said Committees are given in the Report on Corporate Governance which forms part of this Report.

Key Managerial Personnel

Details of the Key Managerial Personnel of the Company, their appointment / cessation during the year under review and remuneration are given in the Extract of Annual Return annexed hereto and forming a part of this Report.

Nomination & Remuneration Policy

The Board of Directors upon recommendation of the Nomination & Remuneration Committee has approved a policy for selection and appointment of Directors, Senior Management and their remuneration as formulated by the Nomination & Remuneration Committee, which is annexed to this Report.

Performance Evaluation of Board/ Directors/ Committees

Pursuant to the provisions of the Act 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 Committees.

The criteria for performance evaluation are as under:

Performance Evaluation of Board - Key Parameters:

Degree of fulfillment of key responsibilities; Board structure and composition; Establishment and delineation of responsibilities to Committees; Effectiveness of Board processes, information and functioning; Board Culture and Dynamics; Quality of relationship between the Board and the Management; Efficacy of communication with external stakeholders, etc.

Self Assessment of the Performance by Individual Directors (including Independent Director) - Key Parameters:

Attendance at meetings; contribution at meetings; independence of judgment; direction / guidance to senior management, etc.

Self Assessment of the Performance by the Board Level Committees - Key Parameters:

Degree of fulfillment of key responsibilities; Adequacy of Committee Composition; Effectiveness of meetings; Committee dynamics; Quality of relationship of the committee with the Board and the management, etc.

The Directors have expressed their satisfaction with the evaluation process.

Vigil Mechanism for Directors and Employees

The Company being committed to the highest possible standard of openness, probity and accountability and aiming to provide avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimisation for any whistle blowing conducted by them in good faith, has established a Vigil Mechanism. It is intended to encourage and enable the employees of the Company to raise serious concerns within the organisation rather than overlooking a problem or handling it externally.

It contains safeguards to protect any person who uses the Vigil Mechanism (Whistle Blower) to raise any concern in good faith. The Company will not tolerate any form of victimisation and will take appropriate steps to protect a bona fide whistle blower and shall treat any retaliation as a serious disciplinary offence that merits disciplinary action.

The Company will protect the identity of the whistle blower, if so desired, provided that the whistle blower will need to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint.

The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make complaint directly to the Chairman of the Audit Committee.

The said mechanism can also be availed by the directors of the Company.

The Company's Whistle Blower Policy is available on the website of the Company at the following link http://www.indiapower.com/pdf/Policies_website.pdf

Auditors

M/s. Lodha & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company from the conclusion of the 94th AGM till the conclusion of the 99th AGM to be held in the year 2019, subject to ratification of their appointment at the subsequent AGMs.

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, it is proposed to ratify the appointment of M/s. Lodha & Co., as the Statutory Auditors of the Company for the financial year 2015-16. The said Auditors have furnished the Certificate of their eligibility in this regard.

Auditors' Observations

There is no audit qualification in the Company's Financial Statements for the year ended 31st March, 2015.

Cost Auditors

M/s. Mani & Co., Cost Accountants, pursuant to the direction of the Central Government, Govt. of India, was re-appointed as Cost Auditor of the Company for conducting Cost Audit for power business of the Company for the financial year ended 31st March, 2016.

Internal Auditors

M/s. Protiviti was appointed as the Internal Auditors of the Company for the financial year 2015-16 pursuant to Section 138(1) of the Act.

Secretarial Auditors

According to the provision of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. H. M. Choraria & Co., Company Secretaries in Practice, (CP Number- 4557) has been appointed, to undertake the secretarial audit of the company for the financial year 2014-15. The Secretarial Audit Report is annexed to this Report.

The Company Secretary in Practice has made certain observations in its Secretarial Audit Report (annexed to this Report) with respect to non-compliance of Minimum Public Shareholding requirement as prescribed by SEBI and non-compliance of certain provisions of the Electricity Act, 2003.

In relation to the compliance by listed companies with the requirement of Minimum Public Shareholding (MPS), the Company has represented to SEBI that it has complied with the MPS norms pursuant to the provisions of the Scheme sanctioned by the Hon'ble Calcutta High Court, as 24.69% equity share capital comprising 24,04,28,662 equity shares of Rs. 1 each of India Power Corporation Ltd (formerly DPSC Limited) have been transferred by erstwhile India Power Corporation Limited ("IPCL") to an independent irrevocable trust named as 'Power Trust', having independent board of trustees, and accordingly, erstwhile IPCL's shareholding in India Power Corporation Ltd. (formerly DPSC Ltd.) has come down from 93% to 68.31% and Public Shareholding in the Company has increased from 7% to 31.69%.

In terms of the Scheme, the shareholders of erstwhile IPCL are entitled to be allotted 11 equity shares of Rs. 1 each of your Company for every 100 equity shares of erstwhile IPCL held by them totaling to allotment of 1 12,02,75,823 equity shares of Rs. 1 each. The holding of erstwhile IPCL in your Company, however, shall stand cancelled pursuant to the amalgamation and accordingly the paid-up equity share capital of the Company upon allotment of the consideration shares as envisaged above will be increased from Rs. 97,37,89,640 to Rs. 157,79,33,089 comprising 157,79,33,089 equity shares of Rs. 1 each.

Cancellation and Allotment of the said securities are pending due to certain pending formalities with the Stock Exchanges in view of the Interim Order relating to MPS passed by SEBI.

The disposal of this matter is pending with the Hon'ble High Court, Calcutta.

In relation to compliance by the Company with the provisions of Section 17 of the Electricity Act, 2003, the Company has challenged the said Order before the Hon'ble High Court at Calcutta, representing that the provisions of Section 17 of the Electricity Act, 2003 is not applicable to any scheme of merger and / or amalgamation being entered into by a licensee with its non-licensee group company whose wind generation assets and liabilities have only merged into the licensee company. There is no transfer of license at all. In such a scenario, Section 17(1) and (3) are not attracted and accordingly there is no violation of Section 17(4) which merely suggests that any transaction under Section 17(1) and (3) requires prior approval of the Regulatory Commission.

The disposal of this matter is pending with the Hon'ble High Court, Calcutta.

Extract of Annual Return

Extract of Annual Return in Form MGT-9 is annexed to this Report.

Contracts and arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the financial year under review with the related parties were in the ordinary course of business and on an arm's length basis. During the year under review, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, no transactions are being reported in Form AOC - 2 in terms of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Related Party Transaction Policy, as formulated and approved by the Board, may be accessed on the Company's website at the following link:

http://www.indiapower.com/pdf/Policies_website.pdf

Your Directors draw attention of the members to Note 29.7 to the Standalone Financial Statements which sets out related party disclosures.

Internal financial control systems and their adequacy

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit reports to the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Audit, corrective action are undertaken in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

The Board had laid down Internal Financial Controls to be followed by the Company and such controls are adequate and were operating effectively.

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

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which such loan or guarantee or security is proposed to be utilised by the recipient(s) are provided in the Standalone Financial Statements.

Significant and Material Orders

There are no significant / material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Acknowledgement

The Board of Directors is pleased to acknowledge and place on record its sincere appreciation for the guidance, co-operation and encouragement extended to the Company by the Ministry of Power, Hon'ble West Bengal Electricity Regulatory Commission, various Ministries of the Central and State Governments, particularly the Power Departments, State Discoms, National and State Transmission Companies, West Bengal Green Energy Development Corporation Limited, Damodar Valley Corporation, Contractors, Fuel Suppliers, Power Exchanges, Department of Public Enterprises, SEBI, Stock Exchanges and other concerned Government departments/agencies of the Central and State Governments.

The Board also conveys its gratitude to the Shareholders, Banks, Financial Institutions and Credit Rating Agencies for the continued trust and confidence reposed by them in the Company. The Board would also like to convey their gratitude to the consumers for their unwavering patronage. The Board would also like to place on record their appreciation for the untiring efforts and contributions made by the employees of the Company to ensure excellent all round performance of the Company.

On behalf of the Board,

Hemant Kanoria Kolkata Chairman 8th August, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 94th annual report together with the audited accounts of your Company for the year ended 31st March 2014.

Highlights:

Revenue increased by 5.81% to Rs69,749 Lakhs from Rs65,919 Lakhs EBIDTA increased by 34.25% to Rs9,328 Lakhs from Rs6,948 Lakhs Pat increased by 5.98% to Rs2,924 Lakhs from Rs2,759 Lakhs net Worth increased by 2.88% to Rs1,00,453.41 Lakhs from Rs97,638.81 Lakhs

Financial results

(Rs in Lakhs) year ended March 31,2014 yearended March 31,2013

Total Income 69749.15 65919.18

Total expenditure 65261.40 61671.88

Profit before tax 4487.75 4247.30 Less:Provision for taxation

Current tax 476.86 0.36

Deferred tax 1086.75 1488.13

Profit after tax 2924.14 2758.81

dividend

the Board of Directors are pleased to recommend a dividend of 5% (H0.05 per share) on the paid up equity share capital for the year ended 31st March 2014, subject to the approval of the shareholders in the annual General Meeting. the dividend, if approved, will result in a payout of H 788.97 Lakhs and shall be subject to Corporate Dividend tax to be paid by your Company but will be tax free in the hands of the shareholders.

Change of name

Pursuant to the approval of the Scheme of arrangement and amalgamation (hereinafter referred to as "Scheme") of erstwhile India Power Corporation Limited (IPCL) into and with DPSC Limited and consequent upon the approval of the Central Government under Section 21 of the Companies act, 1956, read with Government of India, Department of Company affairs, new Delhi, notification no. G.S.r 507 (e) dated 24/06/1985 vide Srn B82636713 dated 27/08/2013 the name of DPSC Limited has changed to InDIa POWer COrPOratIOn LIMIteD with effect from 27th august 2013.

Subsidiary companies:

India Power corPoration (bodhgaya) liMited, a wholly owned subsidiary of your Company was incorporated on 12th day of September, 2013 under the Companies act, 1956 as a Special Purpose vehicle (SPv) to undertake the Distribution Franchisee business in Gaya and the adjoining areas.

IPCL Pte ltd, a wholly owned foreign subsidiary Company was incorporated on 3rd day of October, 2013 in the republic of Singapore under the Companies act, CaP50 as private company limited by shares to explore business development activities including exploring opportunities of brown field acquisitions in India and abroad for expanding its existing business.

In accordance with the General Circular issued by the Ministry of Corporate affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. the Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who is interested in obtaining the same.

The annual accounts of the subsidiary companies are available for inspection at the registered Office of the Company and that of respective subsidiary companies between 11.00 a.m. to 1.00 p.m. on all working days. the Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies. a statement in respect of each of the subsidiaries, giving the requisite details is attached to this report.

Share capital Paid up share capital:

In terms of the Scheme, the shareholders of erstwhile IPCL are entitled to be allotted 11 equity Shares of H1 each of your Company for every 100 equity shares of IPCL held by them totaling to allotment of 112,02,75,823 shares of H1 each. the holding of IPCL in your Company however stands cancelled pursuant to the amalgamation and accordingly the paid-up equity share capital of the Company upon allotment of the consideration shares as envisaged above will be increased from H97,37,89,640 to H157,79,33,089 comprising 157,79,33,089 equity shares of H1 each.

Allotment of the said securities are pending due to certain pending formalities with the stock exchanges and the paid up share capital shall undergo the change upon the said allotment.

Review of operations:

your Company has maintained its consistent operating performance during the year recording a benchmark transmission & Distribution Loss figures of 2.70% for the year ended on 31st March 2014, in comparison to previous year figure of 2.97%, which is one of the lowest among power distribution utilities across India.

The net Income from Operations was recorded at H69453 Lakhs for the financial year ended 31st March 2014, in comparison to the previous year figures of H64982 Lakhs, reflecting a 6.88% growth. the Company supplied 1011.46 Million Units of power in its West Bengal license area and 156.4 Million Units of wind power in the States of rajasthan, Karnataka and Gujarat during the year ended 31st March 2014. the Profit after tax for the year ended 31st March 2014 was recorded at H2924 Lakhs, as compared to last year figures of H2759 Lakhs.

The Company''s generating stations continued to remain consistent and satisfactory inspite of inconsistency of fuel availability and its distribution network continued to be robust and stable. the Company''s relations with its consumers continued to remain cordial.

Tariff:

Pursuant to the Order of Hon''ble West Bengal electricity regulatory Commission dated 26th December, 2013, revised tariff for the financial year 2013-14 is applicable to your Company.

Projects:

Your Company''s capital expenditure plans are undertaken with the objective of ensuring better quality & reliability of supply to its consumers, augmenting power delivery infrastructure to cater to increasing demand, reduction of technical losses, improving its operational efficiencies and developing self sufficiency in generation to meet the emerging challenges of increasing competition in the future.

In furtherance of these objectives, your Company has envisaged various short and long term plans for increasing its generation base and augmenting its existing Distribution network.

sales and Marketing:

your Company has continued with its customer satisfaction and quality service initiatives, conducted customer meets, surveys and awareness programmes for customer retention and servicing. the Company''s customer service help line numbers were actively into operation throughout the year, catering to several customer queries and service calls in real time.

consolidated Financial statements:

your Company has prepared Consolidated Financial Statements in accordance with the applicable accounting Standards. the Consolidated Financial Statements reflect the results of the Company and that of its subsidiaries. as required by Clause 32 of the Listing agreement with Stock exchanges, the audited Consolidated Financial Statements together with the auditors'' report thereon are annexed and form part of this annual report.

accounting Policies:

Significant accounting Policies adopted by the Company are detailed in the note no. 1 of the Financial Statements.

training:

the Company continued its endeavour to impart necessary developmental training to its employees and stakeholders for awareness, growth and planning. the Company had undertaken focused in-house training programmes for nurturing its human capital, participated in seminars, workshops and development programmes aimed at increasing efficiency and productivity among employees and increasing stakeholders'' awareness and participation.

Personnel:

Industrial relations in the Company continued to be satisfactory throughout the year under review.

Information as per Section 217 (2a) of the Companies act, 1956 (the act), read with the Companies (Particulars of employees) rules, 1975, forms part of this report. as per the provisions of Section 219(1)(b)(iv) of the act, the Directors'' report and accounts are being sent to the shareholders excluding the

statement giving particulars of employees under Section 217 (2a) of the act.

any shareholder interested in obtaining a copy of the statement, may write to the Company Secretary at the registered office address of the Company.

social responsibility & welfare:

Corporate Social responsibility (CSr) has always been an integral part of the vision of the Company and has been the cornerstone of its core value of Good Corporate Citizenship. CSr for the Company is well encompassing, including making socially responsible products, engaging in responsible employee relations, and not only making a responsible commitment to the community but also encouraging employee engagement in community initiatives.

your Directors'' are pleased to inform that the Company has contributed part of its earnings on a yearly basis for the Company''s CSr initiatives, largely to benefit the socially and economically underprivileged sections of the society. While the Company''s focus area for CSr has been in the field of education, as responsible citizens, the Company has also been actively supporting issues such as health and environment.

Formation of csr committee

Pursuant to Section 135 of the Companies act, 2013 the Company has constituted the Corporate Social responsibility (CSr) Committee of the Board of Directors. the terms of reference of the CSr Committee are as per the provisions of the Companies act, 2013.

Policy on Prevention, Prohibition and redressal of sexual harassment of women at the workplace:

the Company has laid down a framework for the Prevention, Prohibition and redressal of Sexual Harassment at workplace based on Section 19 of the Sexual Harassment of Women at the Work Place [Prevention, Prohibition and redressal] act, 2013, to promote a healthy culture and congenial environment in which both genders could work together for prosperity and to meet the Company''s goals & objectives.

during the year under review:

(a) number of complaints of sexual harassment received in the year :Nil

(b) number of complaints disposed off during the year : Nil

(c) number of cases pending for more than ninety days : Nil

(d) number of workshops or awareness Programme against sexual harassment carried out : One

(e) nature of action taken by the employee or District : na Officer Particulars of conservation of energy and technology absorption:

the information pursuant to Section 217(1)(e) of the Companies act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) rules 1988, is given in the annexure forming part of this report.

risk Management:

as part of the risk Management framework, the Company reviewed periodically the various risks and finalised the mitigation plans. the risk areas identified by the risk Management framework were covered by the Internal audit and major risks were discussed periodically.

corporate governance:

Pursuant to Clause 49 of the Listing agreement with the Stock exchanges, a Management Discussion and analysis, Corporate Governance report, CeO/CFO Certification and auditors'' Certificate regarding compliance of conditions of Corporate Governance form a part of this report.

a Code of Conduct, as applicable to the Board Members and Senior Management Personnel, has been adopted and practiced and is available on the Company''s website at www.indiapower. com.

directors'' responsibility:

Pursuant to Section 217 (2aa) of the Companies act, 1956, the Directors, based on the representations received from the Management, confirm that:

(i) annual accounts have been prepared in consonance with the applicable accounting standards with proper explanations relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and on the basis of judgements and estimates that are reasonable and prudent so as to give a true and fair view of the annual accounts of the Company as at March 31, 2014 and of the Profit of the Company for the year ended on that date ;

(iii) proper and sufficient care have been taken for maintenance of proper accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company and for detecting frauds and irregularities;

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

statutory disclosures:

none of the Directors of the Company are disqualified as per the applicable provisions of the Companies act, 1956 and the Companies act, 2013.

directors:

Pursuant to Section 149 and other applicable provisions of the Companies act, 2013, your Directors are seeking appointment of Shri amit Kiran Deb, Shri Debi Prasad Patra, Shri Jyoti Kumar Poddar, Shri Sunirmal talukdar, Shri tantra narayan thakur and Shri nand Gopal Khaitan as Independent Directors for a period of five consecutive years up to 31st March, 2019. Details of the proposal for the appointment of the aforesaid Directors are mentioned in the notice convening the ensuing annual General Meeting and in the explanatory statements under Section 102 of the Companies act, 2013.

Shri Hemant Kanoria retires from the Board by rotation and being eligible, offers himself for reappointment.

key Managerial Persons:

Pursuant to Section 203(1) of the Companies act, 2013, Shri Siddharth ratilal Mehta, Manager (designated as CeO) and Shri nitin Bagaria, Company Secretary were appointed as KMPs as per the provisions of the act. Shri arun Kumar Kedia, was appointed as Chief Financial Officer (CFO) of the Company with effect from 1st april, 2014 pursuant to the requirement of the act.

auditors:

Messrs. Lodha & Co., Chartered accountants, the Statutory auditors of the Company, hold office until the conclusion of the ensuing annual General Meeting (aGM). the said auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies act, 2013 and the rules framed thereunder, it is proposed to appoint Lodha & Co., as Statutory auditors of the Company from the conclusion of the forthcoming aGM till the conclusion of the 99th aGM to be held in the year 2019, subject to ratification of their appointment at the subsequent aGMs.

cost auditor:

Messrs. Mani & Co., Cost accountants, pursuant to the direction of the Central Government, Govt. of India, was re-appointed as Cost auditor of the Company for conducting Cost audit of power generation, transmission and distribution business of the Company for the financial year ended 31st March, 2015.

internal auditors:

M/s. Grant thornton India LLP was appointed as Internal auditors of the Company for the financial year 2014-2015

pursuant to Section 138(1) of the Companies act, 2013.

acknowledgement:

the Board of Directors acknowledge and place on record their sincere appreciation for the guidance, co-operation and encouragement extended to the Company by the Ministry of Power, Hon''ble West Bengal electricity regulatory Commission, various Ministries of the Central and State Governments, particularly the Power Departments, West Bengal State electricity Distribution Co. Ltd., West Bengal Green energy Development Corporation Limited, Damodar valley Corporation, Coal India Limited, eastern Coalfields Limited, Department of Public enterprises, SeBI, nSe, MCX-SX, CSe and other concerned Government departments/agencies of the Central and State Governments.

the Board also conveys its gratitude to the Shareholders, Banks, Financial Institutions and Credit rating agencies for the continued trust and confidence reposed by them in the Company. your Directors would also like to convey their gratitude to the clients and customers for their unwavering patronage.

the Board would also like to place on record their appreciation for the untiring efforts and contributions made by the employees of the Company to ensure excellent all round performance of the Company.

On behalf of the Board,

Kolkata, hemant kanoria 24th May, 2014 Chairman


Mar 31, 2013

The Directors are pleased to present the 93rd Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2013.

Highlights:

- Revenue increased by 20% to Rs.64747 Lakh from Rs.53873 Lakh

- EBIDTA increased by 106% to Rs.7239 Lakh from Rs.3188 Lakh

- PAT increased by 134% to Rs.2759 Lakh from Rs.1189 Lakh

Financial Results: [2012-2013]

Rs. in Lakh

Year ended March 31, 2013 Year ended March 31, 2012

Total Income 65919.18 54470.65

Total Expenditure 61671.88 52731.48

Profit before Tax 4247.30 1739.17

Less: Provision for Taxation:

Current Tax 0.36 427.34

Deferred Tax & Fringe Benefit Tax 1488.13 131.29

Profit after Tax 2758.81 1180.54

Dividend:

The Board of Directors are pleased to recommend a dividend of Rs.0.50 per share on the paid up equity share capital for the year ended 31st March 2013, subject to the approval of the shareholders in the Annual General Meeting. The dividend, if approved, will result in a payout of Rs.486.90 Lakhs and shall be subject to Corporate Dividend Tax to be paid by your Company but will be tax free in the hands of the shareholders.

New Listing:

The Equity Shares of the Company have been listed on the MCX-SX Stock Exchange Ltd. (MCX-SX) with effect from 3rd May, 2013 as DPSCLTD-EQ, in addition to the existing listing in the National Stock Exchange of India Ltd and the Calcutta Stock Exchange Ltd. The shares are being actively traded in the NSE & MCX-SX.

Amalgamation of India Power Corporation Limited [IPCL] with DPSC Limited [DPSCL]

The Board of Directors of the Company at their meeting held on February 10, 2012 had approved the Scheme of Amalgamation of IPCL with your Company with the objective of synergistic consolidation and integration. Thereafter, the said Scheme was also approved by the shareholders and creditors of your Company vide their meetings held on 30th June 2012 respectively.

The said Scheme thereafter has been sanctioned by the Hon''ble High Court, Calcutta on April 17, 2013 and has become effective thereby on and from the effective date. The amalgamation has enabled appropriate consolidation of the activities of your Company and IPCL, and as such would create greater synergies between the businesses of both the companies and has enabled the Company to have a larger asset base, access to 95 MW of operational wind assets, larger access to financial resources, as well as having a larger pool of human capital that will result in optimal utilisation of resources and enable efficient & effective management of investments in power business.

This amalgamation will integrate the generation and distribution business of the Company & bring it on a higher platform.

Share Capital

Authorised Share Capital:

Pursuant to the Amalgamation, the Authorized Share Capital of your Company increased from Rs.100,00,00,000 to Rs.1700,00,00,000 divided into 1699,72,00,000 Equity shares of Rs.1 /- each and 16000 10% "A" Cumulative Preference Shares of Rs.100/- each and 12000 10% "B" Cumulative Preference Shares of Rs.100 each.

Paid Up Share Capital:

In terms of the Scheme, the shareholders of IPCL are entitled to be allotted 11 Equity Shares of Rs.1 each of your Company for every 100 Equity shares of IPCL held by them totaling to allotment of 1 12,02,75,823 shares of Rs.1 / each. The holding of IPCL in your Company however stands cancelled pursuant to the amalgamation and accordingly the paid-up equity share capital of the Company upon allotment of the consideration shares as envisaged above will be increased from Rs.97,37,89,640 to Rs.157,79,33,089 comprising 157,79,33,089 equity shares of Rs.1 each.

Review of Operations:

Your Company recorded substantial growth in its income from Operations, which was Rs.649.82 Crore for the financial year ended 31st March 2013, as against previous year figures of 541.45 Crore, reflecting a 20% growth. This was due to additions in customer base and increase in tariff pursuant to the Multi Year Tariff Order passed by the regulator. The Company distributed 1020 million units of power during the year ended 31st March 2013 as compared to the previous year''s figures of 998 million units. The Profit after Tax for the year ended 31st March 2013 was 27.59 crore as against the previous year''s figures of 11.89 crore, recording a 134% rise.

T & D loss figures of the current year was at 2.9%, as against 3% for previous year, demonstrating a steady improvement in efficiency standards.

Tariff:

Pursuant to the Order of West Bengal Electricity Regulatory Commission dated 14th February 2013 your company has been allowed Multi Year Tariff [MYT] for the three year block of 2011 to 2014 and the tariff of your company stands revised accordingly.

Projects:

For the year under review, your Company has continued its infrastructure expansion and augmentation projects, aimed towards ensuring better quality and reliability of supply to its consumers and building self-sustaining infrastructure, in line with its long-term growth plans.

Your Board is pleased to inform that the 12 MW thermal power project at Dishergarh has commenced commercial operations during the year and has been performing steadily since then.

On the distribution front, the Company has completed its 220 KV Sub Station at J. K. Nagar and has made considerable progress towards completion of its 33 KV Sub Station project at Nig ha.

Sales and Marketing:

Your Company has continued with its customer satisfaction and quality service initiatives, conducted customer meets, surveys and awareness programmes for customer retention and servicing. The Company''s customer service help line numbers were actively into operation throughout the year, catering to several customer queries and service calls in real time.

Accounting Policies:

Significant Accounting Policies adopted by the Company are detailed in the Notes 1 of the Financial Statement.

Training:

The Company continued its endeavour to impart necessary developmental training to its employees and stakeholders for awareness, growth and planning. The Company had undertaken focused in-house training programmes for nurturing its human capital, participated in seminars, workshops and development programmes aimed at increasing efficiency and productivity among employees and increasing stakeholders'' awareness and participation.

Personnel:

Industrial Relations in the Company continued to be satisfactory throughout the year under review.

Information as per Section 217 (2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. As per the provisions of Section 219(1 )(b)(iv) of the Act, the Directors'' Report and Accounts are being sent to the shareholders excluding the statement giving particulars of employees under Section 217 (2A) of the Act.

Any shareholder interested in obtaining a copy of the statement, may write to the Secretary at the registered office of the Company.

Social Responsibility & Welfare:

Corporate Social Responsibility (CSR) has always been an integral part of the vision of the Company and has been the cornerstone of its core value of Good Corporate Citizenship. CSR for the Company is well encompassing, including making socially responsible products, engaging in responsible employee relations, and not only making a responsible commitment to the community but also encouraging employee engagement in community initiatives.

Your Directors'' are pleased to inform that the Company has contributed part of its earnings on a yearly basis for the Company''s CSR initiatives, largely to benefit the socially and economically underprivileged sections of the society. While the Company''s focus area for CSR has been in the field of education, as responsible citizens, the Company has also been actively supporting issues such as health and environment.

Particulars of Conservation of Energy and Technology Absorption:

The information pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure) of Particulars in the Report of Board of Directors Rules 1988, is given in the Annexure forming part of this report.

Risk Management:

As part of the Risk Management framework, the Company reviewed periodically the various risks and finalised mitigation plans. The risk areas identified by the Risk Management framework were covered by the Internal Audit and major risks were discussed periodically.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Manager''s and Auditors'' Certificate regarding compliance of conditions of Corporate Governance form a part of this Report.

A Code of Conduct, as applicable to the Board Members and Senior Management personnel, has been adopted and practiced and is available on the Company''s website at www.dpscl.com.

Directors'' Responsibility:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Management, confirm that:

(i) annual accounts have been prepared in consonance with the applicable accounting standards with proper explanations relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and on the basis of judgements and estimates that are reasonable and prudent so as to give a true and fair view of the annual accounts of the Company as at March 31, 2013 and of the Profit of the Company for the year ended on that date ;

(iii) proper and sufficient care have been taken for maintenance of proper accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting frauds and irregularities;

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

Statutory Disclosures:

None of the Directors of the Company are disqualified as per the provisions of Section 274(1) (g) of the Companies Act, 1956.

Directors:

Shri Anup Bhargava, Director of the Company had tendered his resignation from the Board with effect from 17th December, 2012. Shri Tantra Narayan Thakur has been appointed as an additional director on and from 27th May 2013 who will hold office till the date of this Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 from the members of the Company proposing his appointment as Director at the Annual General Meeting of the Company and Shri Thakur has consented to act as such, if appointed.

Shri Hemant Kanoria and Shri Sunil Kanoria retire from the Board by rotation and being eligible, offer themselves for reappointment.

Manager:

The Board of Directors at its meeting held on 27th July, 2012 approved the variation in terms of remuneration of Shri Jyotirmay Bhaumik, Manager designated as Chief Executive Officer of the Company for the remaining period of his tenure of the office with effect from 1st April, 2012 , subject to the approval by shareholders of the Company in the ensuing Annual General Meeting. Shri Jyotirmay Bhaumik, has relinquished his office as CEO and Manager on 1st May, 2013 pursuant to his transfer to India Power Corporation (Haldia) Limited, a group company which is constructing a 3 X 150 MW thermal power plant in Haldia, West Bengal. Board recommends approval of variation in his remuneration.

Your directors are pleased to inform that, pursuant to the above transfer, Shri Siddharth Ratilal Mehta B.E.(Electrical), Indian Institute of Science, has joined the Company as Chief Executive Officer (CEO) to overview the operations and projects of the Company. Shri Mehta brings with him 30 years of rich experience in Power Sector covering areas of Strategy and Business Development, Project Coordination, Management & Execution, Corporate Governance, Business Expansion & growth. Prior to this assignment, Shri Mehta was associated with Essar Power as Head-Business Development and CEO, of their Power Distribution Company. During his long professional career, Shri Mehta has been associated with Torrent Power Ltd as Vice President and with Tata Power Ltd as Assistant General Manager-Business Development Group.

The Board of Directors of the Company at their meeting held on 27th May, 2013, has, subject to the approval of the Members in a General Meeting and all other statutory approval, if any required, approved the appointment of Shri Siddhartha Mehta as Manager of the Company for a period of five years with effect from 2nd May, 2013 or till his superannuation whichever is earlier.

The details of the terms and conditions of appointment and remuneration of Shri Mehta as Manager of the Company has been set out in the notice convening this meeting.

Auditors:

Messers Lodha & Co., Chartered Accountants, will retire as Statutory Auditors at the ensuing Annual General Meeting and are eligible for re-appointment, pursuant to Section 224 of the Companies Act, 1956, (as per the certificate furnished by them) regarding their eligibility for re-appointment for the financial year ending 31st March 2014 as the Auditors of the Company.

Cost Auditor:

Messers Mani & Co., Cost Accountants, pursuant to the direction of the Central Government, Govt, of India, was appointed as Cost Auditor of the Company for conducting Cost Audit for generation, transmission and distribution of electricity business of the Company for the financial year ended 31st March, 2013.

Acknowledgement:

The Board of Directors acknowledge and place on record their appreciation for the guidance, co-operation and encouragement extended to the Company by the Ministry of Power, Hon''ble West Bengal Electricity Regulatory Commission, various Ministries of the Central and State Governments, particularly the Power Departments, West Bengal State Electricity Distribution Co. Ltd., West Bengal Green Energy Development Corporation Limited, Damodar Valley Corporation, Coal India Limited, Eastern Coalfields Limited, Department of Public Enterprises, Securities and Exchange Board of India, National Stock Exchange of India Limited, MCX Stock Exchange Limited, Calcutta Stock Exchange Ltd and other concerned Government departments/agencies at the Central and State level etc.

The Board also conveys its gratitude to the shareholders, various Indian Banks/Multilateral agencies/financial Institutions/ credit rating agencies for the continued trust and for the confidence reposed by them in DPSCL. Your Directors would also like to convey their gratitude to the clients and customers for their unwavering trust and support.

The Company is also thankful to the Statutory Auditors for their constructive suggestions and co-operation. The Board would also like to place on record our appreciation for the untiring efforts and contributions made by the employees to ensure excellent all round performance of the Company.

On behalf of the Board,

Kolkata, Hemant Kanoria

27th May, 2013 Chairman


Mar 31, 2012

The directors are pleased to present the 92nd Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2012.

Highlights

The Company's operating parameters have shown a positive growth, which has resulted in increased turnover and operating profit -

- Net sales increased by 32.81 % to Rs.53873 Lakh from Rs.40563 Lakh.

- EBIDTA increased by 115% to Rs.3188 Lakh from T1481 Lakh

- Increase in PAT by 108 % to Rs.1180 Lakh

Financial Results: [2011-2012]

Rs.in Lakh

Year ended Year ended March 31, 2012 March 31, 2011

Total Income 54470.65 41675.32

Total Expenditure 52731.48 40931.08

Profit before Tax 1739.17 744.24

Less: Provision for Taxation:

Current Tax 427.34 -

Deferred Tax & Fringe Benefit Tax 131.29 176.75

Profit after Tax 1180.54 567.49

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Rs.0.05 per share on the 97,37,89,640 Equity Shares of Rs.1/- each for the year ended 31st March 2012, subject to the approval of the shareholders in the Annual General Meeting. The dividend, if approved, will result in a payout of Rs.487 lakh and shall be subject to Corporate Dividend Tax to be paid by your Company but will be tax free in the hands of the shareholders.

SUB-DIVISION IN FACE VALUE OF SHARES

During the year under review, the face value of the equity shares of the Company has been sub-divided from Rs.10/- (Rupees Ten) each fully paid up into Rs.1/- (Rupee One) each fully paid up pursuant to the approval of the shareholders of the Company at their Extra- Ordinary General Meeting held on Monday, the 5th day of December, 2011.

INCREASE IN AUTHORISED SHARE CAPITAL

During the year under review, the authorised share capital of the Company has been increased to Rs.100,00,00,000 (Rupees One Hundred Crore) currently divided into 16,000 (Sixteen Thousand) A' Preference Shares of Rs.100 (Rupees One Hundred only) each, 12,000 (Twelve - Thousand) 'B' Preference Shares of Rs.100 (Rupees One Hundred only) each and 99,72,00,000 (Ninety Nine Crore Seventy Two Lakh ) Equity Shares of Rs.1/- (Rupee One only) each pursuant to the approval of the Shareholders of the Company at their Extra-Ordinary General Meeting held on Monday, the 5th day of December, 2011.

ISSUE OF BONUS SHARES

The Company, during the year under review, has issued Bonus Shares to the existing shareholders of the Company amounting to 93,14,50,960 Shares by way of capitalization out of the sum standing to the credit of the general reserves, share premium, and profit and loss account of the Company as on 31st March 2011, in the ratio of 22 (Twenty Two) Equity Shares of Rs.1/- (Rupee One) each fully paid up for every 1 (One) fully paid-up Equity Share of Rs.1/- (Rupee One) each pursuant to the approval of the Shareholders of the Company at their Extra-Ordinary General Meeting held on Monday, the 5th day of December, 2011.

AMALGAMATION OF INDIA POWER CORPORATION LIMITED INTO AND WITH YOUR COMPANY

The Board of Directors of your Company at its meeting held on February 10, 2012 has, based on the recommendations of a Committee of Directors constituted earlier to consider this proposal, approved amalgamation of India Power Corporation Limited ("IPCL") into and with your Company in terms of a Scheme of Arrangement and Amalgamation ("the Scheme") under Sections 391 to 394 of the Companies Act, 1956. The Board has approved the share swap ratio of 11:100, meaning thereby that every shareholder of IPCL holding 100 (One Hundred) fully paid Equity Shares of Rs.1/- each shall be entitled to receive 11 (Eleven) fully paid-up Equity Shares of Rs.1 /- each in your Company. Such swap ratio is based upon the report by an independent valuer and the fairness of the same has been confirmed by an independent merchant banker. The Appointed Date for the amalgamation shall be October 1, 2011.

IPCL is engaged in the business of 'power generation' including generation, transmission, distribution and supply of electrical energy, in all forms and manner for public and private purposes and is the holding company of DPSC holding 93% of its equity share capital.

The Board of Directors of your Company believes that synergistic integration through amalgamation of IPCL into and with your Company shall result in:

a) consolidation of the businesses presently being carried on by IPCL and your Company which shall be beneficial to the interests of the shareholders, creditors and employees of both the companies and to the interests of public at large, as such amalgamation would create greater synergies between the businesses of both the companies and would enable them to have large asset base, access to better financial resources as well as enable them to manage their business more efficiently by effectively pooling the technical, distribution and marketing skills of each other;

b) creating value for shareholders of your Company;

c) creating better synergies across the group and optimal utilisation of resources;

d) better administration and cost reduction (including reduction in administrative and other common costs); and

e) creation of separate investment vehicle to hold and manage all the investments in power business in a more effective and efficient manner.

It is also proposed in the Scheme that, post the Scheme becoming effective, the name of your Company would change to "India Power Corporation Limited".

The aforesaid Scheme was thereafter filed with the respective stock exchanges where your shares are listed. The Company has obtained approval in respect of the Scheme from the Competition Commission of India. Thereafter, the Scheme was filed before the High Court, Calcutta, wherein, the Hon'ble Court, vide its Order dated 11 th May 2012 was pleased to call for shareholders and creditors meeting of your Company, notice of which is being separately circulated.

REVIEW OF OPERATIONS

Your Company recorded good growth in Net Income from Operations, which was Rs.537.86 crore for the financial year ended 31st March 2012, in comparison to the previous year ended figures of Rs.405.63 crore, showing a 32.59% growth owing to increased demand in the supply area. The Company supplied 998 million units of power during the year ended 31st March 2012 as compared to the previous year's figures of 971 million units. The Profit after Tax for the year ended 31st March 201 2 owing to this increased supply was recorded at Rs.11.80 crore as against the previous year's figures of Rs.5.67 crore recording a 108% rise.

In the distribution side, your Company recorded one of the lowest T & D loss figures across India, at of 3.10% for the year, as against 3.30% for previous year.

TARIFF

Pursuant to the notification of West Bengal Electricity Regulatory Commission (Terms and Conditions of Tariff) Regulations 2011 during April 2011, your Company had filed its Multi Year Tariff [MYT] petition for the three year block of 2011-14 in July 2011, order for which is expected during the second quarter of FY 2012-13. The Company has also received orders towards petitions filed appeals with Appellate Tribunal for Electricity [ATE] with regard to Annual Performance Review Orders for the years 2006-07; 2007-08 and 2008-

PROJECTS

For the year under review, your Company has continued its capital expansion and augmentation projects, aimed towards ensuring better quality and reliability of supply to its consumers and building self-sustaining infrastructure, keeping in mind its long-term growth plans.

In continuance to last year's Directors' Report, your Board is pleased to inform that the 12MW thermal power project at Dishergarh is in commissioning stage and the Company has received all necessary approvals required for commencing operations for this project.

Your Company's 2 x 270 MW thermal generation project also has made progress as the Company has received water allocation for the first phase and other necessary consents and approvals for the project are also under way.

On the distribution front, the Company has successfully commissioned its 33 kV Sub-Station project at Dhasaldanga at a benchmark completion time of 7 months. The construction at J. K. Nagar 220/33 kV sub-station site is in full swing and with the completion of construction of the sub-station and considerable development towards erection of 220 kV Double Circuit transmission line connecting State Grid and J. K. Nagar Substation, your Board is confident that the Company shall achieve its target milestone and continue to create benchmarks in project scheduling.

Your Directors are pleased to inform you that during the year under consideration, the Company has initiated Smart Grid development process. As a first phase of the Smart Grid project, your Company successfully implemented Automated Meter Reading project (AMR), also known as AMR to Billing, whereby the Company is now generating consumer meter reading reports and bills, real time with negligible variance in data. This has resulted in savings towards lead time for meter reading and bill generation and also increased the operational efficiency by increasing the accuracy of the data. Pursuant to the success of the AMR to Billing, your Company is now implementing the second phase of the AMR Project, that will ensure real time data management and availability at the receiving feeders, that will enable T & D Loss management, further adding to its operational efficiency.

SALES AND MARKETING

Your Company has continued with its customer satisfaction and quality service initiatives, conducted customer meets, surveys and awareness programmes for customer retention and servicing. The Company's customer service help line numbers were actively into operations and throughout the year catered to several customer queries and service calls in real time.

ACCOUNTING POLICIES

Significant Accounting Policies adopted by the Company are detailed in the Notes 1 of the Financial Statement. TRAINING

The Company continued its endeavour to impart necessary developmental training to its employees and stakeholders for awareness, growth and planning. The Company had undertaken focused In-house Training Programmes for nurturing its human capital, participated in seminars, workshops and development programmes aimed at increasing efficiency and productivity among employees and increasing stakeholders' awareness and participation.

PERSONNEL

Industrial Relations in the Company continued to be satisfactory throughout the year under review.

Information as per Section 217 (2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. As per the provisions of Section 219(1 )(b)(iv) of the Act, the Directors' Report and Accounts are being sent to the shareholders excluding the statement giving particulars of employees under Section 217 (2A) of the Act.

Any shareholder interested in obtaining a copy of the statement, may write to the Secretary at the registered office of the Company.

SOCIAL RESPONSIBILITY & WELFARE

Corporate Social Responsibility (CSR) has always been an integral part of the vision of the Company and has been the cornerstone of its core value of Good Corporate Citizenship. CSR for the Company is well encompassing, including making socially responsible products, engaging in responsible employee relations, and not only making a responsible commitment to the community but also encouraging employee engagement in community initiatives.

Your Directors are pleased to inform that the Company has contributed part of its earnings on a yearly basis for the Company's CSR initiatives, largely to benefit the socially and economically underprivileged sections of the society. While the Company's focus area for CSR has been in the field of education, as responsible citizens, the Company has also been actively supporting issues such as health and environment.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure) of particulars in the Report of Board of Directors Rules 1988, is given in the Annexure forming part of this report.

RISK MANAGEMENT

As part of the Risk Management framework, the Company reviewed periodically the various risks and finalised mitigation plans. The risk areas identified by the Risk Management framework were covered by the Internal Audit and major risks were discussed periodically.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Manager's and Auditors' Certificate regarding compliance of conditions of Corporate Governance form a part of this Report.

A Code of Conduct, as applicable to the Board Members and Senior Management personnel, has been adopted and practiced and is available on the Company's website at www.dpscl.com.

DIRECTORS' RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Management, confirm that:

(i) annual accounts have been prepared in consonance with the applicable accounting standards with proper explanations relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and on the basis of judgements and estimates that are reasonable and prudent so as to give a true and fair view of the annual accounts of the Company as at March 31, 2012 and of the Profit of the Company for the year ended on that date ;

(iii) proper and sufficient care have been taken for maintenance of proper accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for detecting frauds and irregularities;

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

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 274(1) (g) of the Companies Act, 1956. DIRECTORS

Shri Sunirmal Talukdar and Sri Anup Bhargava were appointed as Additional Directors of the Company with effect from 7th May, 2012 and 25th May 2012 respectively and will hold their offices upto the date of this Annual General Meeting of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 from members of the Company proposing their appointment as Directors of the Company at the Annual General Meeting of the Company and they have also consented to act as such, if so appointed.

Shri Amit Kiran Deb and Shri Debi Prasad Patra retire from the Board by rotation and being eligible, offer themselves for reappointment. MANAGER

The Board of Directors at its meeting held on 29th July, 2011 approved the variation in terms of remuneration of Shri Jyotirmay Bhaumik, Manager designated as Chief Executive Officer of the Company for the remaining period of his tenure of the office with effect from 1st April, 2011, subject to the approval by shareholders of the Company in the ensuing Annual General Meeting. The Board recommends approval of his variation in remuneration.

AUDITORS

Messrs. Lodha & Co., Chartered Accountants, will retire as Statutory Auditors at the ensuing Annual General Meeting and are eligible for re-appointment, pursuant to Section 224 of the Companies Act, 1956, (as per the certificate furnished by them) regarding their eligibility for re-appointment for the financial year ending 31st March 2013 as the Auditors of the Company.

COST AUDITOR

Messrs. Mani & Co., Cost Accountants, pursuant to the direction of the Central Government, Govt, of India, was appointed as Cost Auditor of the Company for conducting Cost Audit for generation, transmission and distribution of electricity business of the Company for the financial year ended 31st March, 2012.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the Hon'ble West Bengal Electricity Regulatory Commission, various Ministries of the Central and State Governments, particularly the Power Departments, West Bengal State Electricity Distribution Co. Ltd., West Bengal Green Energy Development Corporation Limited, Damodar Valley Corporation, Coal India Limited, Eastern Coalfields Limited and Banks etc.

The Board also places on record the valuable contribution of its esteemed consumers in the sustained growth of the Company. The Board also likes to express its deep appreciation of the understanding and support extended by the employees at all levels and its esteemed shareholders. On behalf of the Board, Kolkata, Hemant Kanoria

25th May, 2012 Chairman


Mar 31, 2010

The directors are pleased to present the 90th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS:

Rupees in Lakh

2009 -10

Profit before Tax and Special Appropriation 1556.84

Less: Provision for Taxation:

Current Tax 291.05

Deferred Tax (156.95)

Profit after Tax but before Special Appropriation 1422.74

Add: Profit brought forward from last Accounts 2674.09

Appropriations:

Transfers to:

Reserve for Unforeseen Exigencies 35.65

Reserve for Unforeseen Exigencies - Interest 8.99

Proposed Dividend 42.34

Corporate Dividend Tax 7.03

Balance carried forward to Balance Sheet 4002.82



DIVIDEND:

The Board of Directors are pleased to recommend a dividend of Re. 1.00 per share on the 42,33,868 Equity Shares of Rs.10/ each for the year ended 31st March 2010, subject to the approval of the shareholders in the Annual General Meeting. The dividend, if approved, will result in a payout of Rs.42.34 lakhs, exclusive of Corporate Dividend Tax.

REVIEW OF OPERATIONS:

The Company had yet another successful year of operation, recording substantial improvement in its overall performance with a Pre-tax Profit of Rs.1556.84 lakh for the year ended 31st March, 2010 registering a 50 % increase over the profit of Rs 1037.76 lakh in the previous year. This outcome was facilitated by a satisfactory tariff revision allowed by the Honble West Bengal Electricity Regulatory Commission (WBERC) for the year and improvements in operational efficiencies achieved by your Company.

Despite the subdued economic recovery that took place during the year, sales volume increased by 4 % on a year to year basis. This increase in sales was attributable to increased demand from existing consumers as well as to the addition of new consumers. The Companys relationship with its consumers continued to remain cordial and satisfactory by dint of the quality service rendered to them and reliability of power supplies.

TARIFF:

The Honble West Bengal Electricity Regulatory Commission (the Commission) issued its Tariff Order for the years 2008-09 to 2010-11 in the end of September 2008. Under the Annual Performance Review (APR) to be carried out at the end of each year by the Commission on the basis of the audited accounts, the Annual Revenue Requirement (ARR) approved for the year under review is subject to further revision on the basis of actual performance and the difference between the revised ARR and actual sales revenue is adjusted against the ARR of subsequent year(s).

The Commission has, till date, completed the APR for the years 2006-07 and 2007-08 and made consequential adjustments against the ARRs for 2008-09 and 2009-10, respectively, at the time of approving tariffs for those years. The Company is of the opinion that the revised ARRs approved by the Commission for the years 2006-07 and 2007-08 are not in accordance with the applicable Tariff Regulations framed by the Commission and has hence filed appeals there against in the Appellate Tribunal for Electricity. The Commission is yet to issue the APR Order for 2008-09 and notify the revised tariffs applicable for the year 2010-11.

PROJECTS:

Your Companys capital expenditure plans are undertaken with five objectives. These are - ensuring better quality & reliability of supply to its consumers, augmenting power delivery infrastructure to cater to increasing demand, reduction of technical losses, improving its operational efficiencies and developing self sufficiency in generation to meet the emerging challenges of increasing competition in the future.

In furtherance of these objectives, your Company has envisaged short and mid term plans for augmenting and adding to its existing T & D network. Such plans envisage segregation of 33 kV bus and installation of 14 panel 11 kV switchgear at Bankola receiving station, installation of 2nd 7.5 MVA transformer, one 33/11 kV transformer and one 33 kV feeder in Gopalpur-Sen Raleigh receiving station, one 33 kV overhead line and additional 33 kV bay along with another 7.5 MVA transformer at Ikra receiving station, besides other routine capital expenditure within a period of one year.

Your Company has also proposed construction of a 220/33 kV sub station at J.K. Nagar, augmentation of old overhead and underground lines, construction of adequate numbers of transformers and LT network to supply power to Shristinagar, installation of 7.5 MVA transformer at Haripur and conversion of existing feeders to 33 kV, construction of 33 kV substation at Dhasal, construction of 33/11 kV substation at Parbelia, Ghalbalpur and Burn Standard Works and construction of adequate numbers of 33 kV feeders and 11 kV feeders to evacuate power within a period of three years. Your Company also proposes to construct a 33/11 kV substation in Andal area and install a 15 MVA transformer at Parbelia to cater to future load growth.

The Company has received the in principle approval of the Commission for the preliminary expenditure on the proposed 2 X 250 MW thermal power station at Dishergarh. Work on obtaining the necessary statutory approvals and clearances are progressing satisfactorily while negotiations for lease of land owned by the State Government and Eastern Coalfields Ltd. are at an advanced stage.

Keeping in view the relatively long period that will be taken to commission the new 500 MW power station, the Company is simultaneously examining the techno-economic feasibility of replacing the existing Dishergarh power station units with a power plant of 8 MW to 10 MW capacity, as also setting up one 60 MW to 80 MW power plant at Chinakuri in addition to the existing units there. Such measures to augment the Companys generation base with cost effective and modern technology are capable of being implemented in a short time span and once commissioned, will enable the Company to not only decrease its dependence on imports of power from other sources but is also expected to enable reduction of its overall tariffs to consumers. Implementation of the two projects are subject to receipt of necessary regulatory approvals, and, in the case of the Chinakuri project, to renegotiation of the existing lease terms of the Chinakuri Power Station with Eastern Coalfields Ltd.

DISINVESTMENT OF COMPANYS SHARES BY MAJORITY OF SHAREHOLDERS:

As reported last year, the proposed disinvestment of shares of the Company by Andrew Yule & Company Limited, Life Insurance Corporation of India Limited, United India Insurance Company Limited, Katras Jherriah Coal Company Limited and The Bengal Coal Company Limited ("the Sellers") was completed during the year through Competitive Bidding Process where M/s. Orbis Power Venture Private Ltd along with Person Acting in Concerts- M/s. Srei Infrastructure Finance Ltd and M/s. India Power Corporation Ltd ("the Acquirer") was identified as the qualified highest bidder in the said bidding process with a winning bid of Rs. 710 per share and consequent upon signing of the Share Purchase Agreement and Supplementary Agreement by the Sellers and the acquirer on 28.01.2010, the acquirer has acquired 24,20,455 shares representing 57.17% shares of DPSC Ltd through off market transfer.

PROMOTER OF THE COMPANY:

The Acquirer after the above referred acquisition, has made an Open Offer to the shareholders of the Company, in terms of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (the "Regulations"), to acquire additional 20% of the fully diluted equity share capital of the Company at a price of Rs. 710/- per share. The Offer opened on 31st March, 2010 ended on 19th April, 2010. Upon successful completion of the Offer, the aggregate shareholding of the Acquirer stands increased to 91.14% of the paid up equity share capital of the Company as at 30th April, 2010. M/s. Orbis Power Venture Private Ltd has therefore become the promoter of the Company as defined under Regulation 2(h) of the Regulations and has acquired control and management of the Company, as defined in Regulation 2(c) of the said Regulations.

ACCOUNTING POLICIES:

Major accounting policies adopted by the Company are detailed in the Notes to Accounts in Schedule 17.

TRAINING:

The Company continued in its endeavor to impart appropriate and relevant training to its employees to equip them to meet the challenges that are ahead and to enhance their performance in the best interest of the Company. The Company has also taken up an exercise on career growth & planning by identifying potential & training needs of employees by engaging professionals in the field.

PERSONNEL:

Industrial Relations in the Company continued to be satisfactory throughout the year under review.

Information as per Section 217 (2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. As per the provisions of Section 219(1 )(b)(iv) of the Act, the Directors Report and Accounts are being sent to the shareholders excluding the statement giving particulars of employees under Section 217 (2A) of the Act.

Any shareholder interested in obtaining a copy of the statement, may write to the Secretary at the registered office of the Company.

SOCIAL RESPONSIBILITY & WELFARE:

The Company besides its responsibilities to its consumers, stakeholders and employees has an obligation towards the society at large. The Company has undertaken several initiatives to ensure sustainable environment management and promotes environmental awareness among its employees. The Company regularly participates in socially relevant issues and works together with various charitable institutions and NGOs working for social emancipation. The Company also supports some educational institutions for augmentation of their infrastructure with a view to providing more congenial atmosphere for education.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure) of particulars in the Report of Board of Directors Rules 1988, is given in the Annexure forming part of this report.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Directors and Auditors Certificate regarding compliance of conditions of Corporate Governance form a part of this Report.

A Code of Conduct, as applicable to the Board Members and Senior Management personnel has been adopted and practiced is available on the Companys website at www.dpscl.com.

DIRECTORS RESPONSIBILITY:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors, based on the representations received from the Management, confirm that:

(i) annual accounts have been prepared in consonance with the applicable accounting standards with proper explanations relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and on the basis of judgments and estimates that are reasonable and prudent so as to give a true and fair view of the annual accounts of the Company as at March 31,2010 and of the Profit of the Company for the year ended on that date;

(iii) proper and sufficient care have been taken for maintenance of proper accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for detecting frauds and irregularities;

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

STATUTORY DISCLOSURES:

None of the Directors of the Company are disqualified as per the provisions of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS:

Shri M K Choudhuri, Director of the Company had tendered his resignation from the Board with effect from 24th October, 2009. The members of the Board place on record their appreciation of the valuable services rendered and guidance provided by him during his association with the Company.

Consequent upon the disinvestment of shares of the Company by majority of shareholders the Board of the Company was reconstituted on 29th January, 2010 with the appointment of Shri Hemant Kanoria as Non-Executive Chairman, Shri Jyoti Kumar Poddar, Shri Nand Gopal Khaitan, Shri Debi Prasad Patra, Shri Sunil Kanoria and Shri Amit Kiran Deb as Additional Directors of the Company to represent the new management.

Upon such reconstitution, Shri E .I. Thomas, Dr. R K D Shah, Shri L K Dash, Shri V K Kukreja and Shri Asis Bandyopadhyay relinquished their position as Director of the Company on 29th January, 2010. The Board of Directors recorded their appreciation of the valuable contribution and guidance provided by them during their association as Directors of the Company.

Shri S. Radhakrishnan, Managing Director also relinquished his position as Managing Director of the Company with effect from the close of business hour on 10th February, 2010. The members of the Board placed on record their deep appreciation for the valuable services rendered and guidance provided by him during his long association with the Company.

During the year, Shri Debi Prasad Patra was appointed as the Managing Director of the Company in terms of the provisions of Section 2(26) of the Companies Act, 1956 with effect from 11th February, 2010 for a period of five years without any remuneration subject to the approval of Members of the Company in the ensuing Annual General Meeting. Appropriate resolution seeking approval in this regard is appearing in the Notice convening the Annual General Meeting of your Company.

Shri Hemant Kanoria, Shri Jyoti Kumar Poddar, Shri Nand Gopal Khaitan and Shri Debi Prasad Patra were appointed as Additional Directors of the Company with effect from 29th January, 2010. They will hold office upto the date of this Annual General Meeting of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 from the members of the Company proposing their appointment as Directors of the Company at the Annual General Meeting of the Company and they have consented to act as such, if so appointed.

Shri Sunil Kanoria and Shri Amit Kiran Deb were appointed as Additional Directors of the Company with effect from 5th February, 2010. They will hold office upto the date of this Annual General Meeting of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 from the members of the Company proposing their appointment as Directors of the Company at the Annual General Meeting of the Company and they have consented to act as such, if so appointed.

The Board of Directors at its meeting held on 16th September, 2009 approved an ad hoc increase of 15% in the remuneration of Shri S Radhakrishnan, erstwhile Managing Director of the Company with effect from 1st April, 2009 keeping perquisites not related to remuneration unchanged till his current tenure for a period of five years with effect from 25th January, 2008 or till he attains the age of his superannuation whichever is earlier, subject to the approval by shareholders of the Company in the ensuing Annual General Meeting. Shri S. Radhakrishnan, since had relinquished his office as Managing Director on 10th February, 2010, the Board recommends approval of his remuneration.

Shri Hemant Kanoria and Shri Jyoti Kumar Poddar retire from the Board by rotation and being eligible, offers themselves for reappointment.

AUDITORS:

Messrs. Price Waterhouse & Co., Chartered Accountants, has expressed their unwillingness for re-appointment as Statutory Auditors at ensuing Annual General Meeting. Therefore, it is proposed to appointment M/s. Lodha & Co., Chartered

Accountants as Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company. The Company has received letters from them to the effect that their appointment, if made would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

COST AUDITOR:

M/s. ABhattacharya & Associates, Cost Accountants, pursuant to the direction of the Central Government, Govt, of India, was appointed as Cost Auditor of the Company for conducting Cost Audit for generation, transmission and distribution of electricity business of the Company for the financial year ended 31st March, 2010.

AUDITORS REPORT:

The observations made in the Auditors Report are dealt in with Note 10 (c) of Schedule 17 of Notes on Accounts which are self- explanatory and hence do not require any further clarification.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the Honble West Bengal Electricity Regulatory Commission, various Ministries of the Central and State Governments, particularly the Power Departments, West Bengal State Distribution Co. Ltd, Damodar Valley Corporation, Coal India Limited, Eastern Coalfields Limited and Banks etc.

The Board also keeps on record the valuable contribution of its esteemed consumers in the sustained growth of the Company and takes this opportunity to pledge the Companys commitment to serve them better and better. The Board also likes to express its great appreciation of the understanding and support extended by the employees at all levels and its esteemed Shareholders.



Kolkata On behalf of *e Board,

17th May, 2010 Hemant Kanoria

Chairman



 
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