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Directors Report of RattanIndia Power Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting to you their Eighth Annual Report and the Audited Statement of Accounts of the Company for year ended March 31, 2015.

FINANCIAL RESULTS

(Rs.)

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

Operational Revenues 6,173,187,693 3,790,023,704

Other income 337,667,231 135,863,246

Total Revenues 6,510,854,924 3,925,886,950

Expenses 9,907,287,746 4,654,037,930

Loss before Tax (3,396,432,822) (728,150,980)

Tax benetit/Expense (post adjustments) (consequent to MAT credit entitlement, short/excess tax provisions and Deferred tax) 1,858,834 24,562,135

Accumulated Losses (3,398,291,656) (752,713,115)

BUSINESS REVIEW

Power sector is very important for the economic development of any country. Inspite of huge capacity additions in last several years, power sector continues to face challenges and is not being able to contribute to growth of the Country. Inadequate coal supply, dependence on imported fuels, poor financial health of discoms, restricts the flow of investments, into the power sector.

Your company has a well formulated strategy to tackle these challenges. We are comfortable with land, fuel linkage, water, financial closure etc. and are on course of building a leadership position in the Sector.

The year under review was a milestone in the track record of your company in which, Units 3-5 of 1350 MW Phase-I Amravati Thermal Power Station (ATPS) achieved commercial operation within a short span of less than 2 months which is a record in itself. You would be happy to note that all the five units of ATPS are supplying power to Maharashtra State Electricity Distribution Company Ltd (MSEDCL).

CHANGE IN THE NAME OF THE COMPANY

During the year under review, the name of the Company got changed from India bulls Power Limited. to RattanIndia Power Limited with effect from October 30, 2014 consequent to the issuance of a fresh certificate of incorporation by the Registrar of Companies, NCT of Delhi & Haryana, in favour of the Company, on the said date. The shareholders of the Company had approved the change in the name of the Company as aforesaid, through a special resolution passed to such effect, byway of a postal ballot, on October 16, 2014.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS

During the year under review, Mr. Jayant Shriniwas Kawale (DIN: 00076038) was appointed as the Managing Director of the Company for a period of five years with effect from October 1, 2014, following his induction as an additional director on the Board of the Company with effect from such date. Since the induction of Mr. Kawale on the Board of Directors of the Company ('Board') was as an additional director, his appointment as such director comes to an end on September 30, 2015, the date of the ensuing Annual General Meeting of the Company. Your consent is therefore sought for his appointment on the Board of the Company as a director liable to retire by rotation, which would automatically mean a continuation of his Managing directorship, for the tenure approved by the Board. It would be pertinent to mention here that the Company has received a notice together with the requisite deposit from a member of the Company, signifying his intention to propose Mr. Kawale as director of the Company liable to retire by rotation.

Your approval is also sought to the appointment by the Board of Directors, of Mr. Kawale as the Managing Director of the Company, for a period of five years w.e.f. October 1, 2014, the said term being renewable for a further period of five years upon each expiry, at the remuneration and other terms and conditions approved by the Board.

Further, Mr. Himanshu Mathur (DIN: 03077198) was appointed as a Whole-time Director of the Company, for a term of three years with effect from July 8, 2015, the said term being renewable for a further period of three years upon every expiry, on which date Mr. Vishna Chandra Vishwakarma resigned from the directorship and Whole-hme directorship of the Company. It would be pertinent to mention here that Mr. Vishwakarma had been appointed as a director of the Company liable to retire by rotation, in the annual general meeting of the Company for the financial year 2013-2014, held on September 30, 2014.

The appointment of Mr. Himanshu Mathur as a Whole-time Director, followed his induction as an additional director on the Board of the Company on the same date. Since the induction of Mr. Mathur on the Board of Directors of the Company ('Board') was as an additional director, his appointment as such director comes to an end on September 30, 2015, the date of the ensuing Annual General Meeting of the Company. Your consent is therefore sought for his appointment on the Board of the Company as a director liable to retire by rotation which would mean continuance of his Whole-time directorship for the tenure approved by the Board. It would be pertinent to mention here that the Company has received a notice together with the requisite deposit from a member of the Company, signifying his intention to propose Mr. Himanshu Mathur as director of the Company liable to retire by rotation.

Your approval is also sought to the appointment by the Board, of Mr. Himanshu Mathur as a Whole-time director of the Company for a period of three years w.e.f. July 8, 2015, on the remuneration and other terms fixed by the Board.

As regards the other directors of the Company it may be noted, that Mrs. Anjali Nashier (DIN: 01942221) was appointed as a director of the Company liable to retire by rotation and Mr. Sharad Behal (DIN: 02774398), Mr. Debashis Gupta (DIN: 02774388), Mr. Yashish Dahiya (DIN: 00706336), Mr. Narayanasany Jeevagan (DIN: 02393291) and Mr. Sanjiv Chhikara (DIN: 06966429) were appointed as Independent Directors on the Board of the Company, in the Annual General Meeting of the Company for the financial year 2013-2014, held on September 30, 2014. Further, during the year under review Mr. Sameer Gehlaut resigned from the directorship of the Company with effect from July 9, 2014. Mr. Shamsher Singh Ahlawat, Mr. Prem Prakash Mirdha and Brigadier Labh Singh Sitara, independent directors, resigned from directorship of the Company with effect from September 30, 2014 and Mr. Saurabh Mittal resigned from the directorship of the Company with effect from October 28, 2014.

The Board places on record its sincere appreciation for the valuable contributions of Mr. Sameer Gehlaut, Mr. Shamsher Singh Ahlawat, Mr. Prem Prakash Mirdha, Brigadier Labh Singh Sitara, Mr. Saurabh Mittal and Mr. V. C. Vishwakarma, to the Board and the Company during their tenure as directors of the Company.

In accordance with the provisions of the Companies Act, 2013, Mrs. Anjali Nashier will retire at the ensuing annual general meeting and being eligible offers herself for reappointment.

Further, vide its letter no. 2:02:452 dated August 10, 2015, Power Finance Corporation Limited, appointed Mr. Pranab Kumar Sinha, as its nominee on the Board of the Company, in place of Mr. Dhanabalan Ravi. Accordingly he has been inducted as a nominee Director on the Board.

Brief resumes of Mrs. Anjali Nashier, Mr. Jayant Shriniwas Kawale and Mr. Himanshu Mathur, the nature of their expertise in specific functional areas and information as to the other companies in which they hold directorships and the board committees of the Company and such other companies of which they are members/chairperson, has been provided in the Report on Corporate Governance, which forms a part of the Annual Report.

As regards the Key Managerial Personnel of the Company, apart from Mr. Jayant Shriniwas Kawale and Mr. Himanshu Mathur assuming the office of the Managing Director and Whole-time Director of the Company, respectively, Mr. Arun Chopra was appointed as the Chief Financial Officer of the Company, in compliance with provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

As mandated by Clause 49 of the Listing Agreements as also Section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the Company has a Nomination and Remuneration Committee in place, the constitution, the terms of reference and the scope of responsibility whereof, are described in the Corporate Governance Report, forming part ofthe Board's Report.

The selection and appointment of Directors and their remuneration owes its genesis to the policy formulated by the Nomination and Remuneration Committee within the four corners of its charter and scope of responsibility, with due consideration to the stipulations under various applicable enactments and regulations, primarily including the Companies Act, 2013 and in particular section 178(3) thereof, the Listing Agreements and the Income Tax Act, 1961. In formulating the policy, as uploaded on the website ofthe Company at the weblink http://www.rattanindia.com/investors.htm, for the information ofthe members ofthe Company in particular and the investing community in general, care has been taken to ensure that criteria laid down therein enable the Company to strike a balance between what is mandated by law, in letter as well as spirit, the principles of sound corporate governance, the functional requirements of the Company and the industry norms.

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

Besides such an evalution being mandatory required under clause 49 of the Listing Agreements and the Companies Act, 2013 the Board of Directors as a part of its corporate governance philosophy carries out an evaluation of its own performance, the performance of various directors individually as well as evaluation of the working of various committees constituted by it, the basic purpose of such evaluation being to ascertain as to whether the performance is in consonance with the terms of reference and scope of responsibility and upto the standards set for the same, to identify deviations, if any and initiate corrective measures.

Towards this end, structured questionnaires were during the year under review prepared taking into consideration the inputs received from various Directors, for the purpose of evaluation of the Board and its committees, their effectiveness and functional efficiency vis-a-vis their terms of reference and scope of responsibility, Board support and processes etc.

A separate exercise was carried out for evaluating the performance of individual Directors including the Chairman of the Board, broadly based on parameters such as their understanding of the Company's vision and objectives, their individual skills, knowledge and experience, their attendance and participation in Board and committee meetings, safeguarding the interest of the Company and its minority shareholders etc. It would be pertinent to mention here that performance evaluation of the Non-Independent Directors was carried out by Independent Directors who also assess the quantity, quality and timeliness of flow of information between the Company management and Board.

Emphasis in all such evaluations was on ensuring that in their functioning and discharge of responsibilities, neither the directors nor the committees, loose sight of the Company's vision and objectives and its philosophy of maintaining the highest standards of efficacy, corporate governance and legal compliances.

DECLARATIONS FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 and the Clause 49 of the Listing Agreement with the Stock Exchanges.

MEETINGS

During the year, under review 11 meetings of the Board of Directors of the Company were held. This includes the meeting of Independent Directors of the Company held on 16th March, 2015, without the attendance of Non-Independent Directors and members of the Management.

The details as to the dates of such meetings and the attendance of various directors ofthe Company thereat, have been provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The overall well-being of the society at large has always been an area close to the heart of the management of the Company as it is believed at RattanIndia that a business entity does not exist in isolation but as a component ofthe society it engages with in the course of its business and therefore the gains accruing to the business have to be essentially seen as a product of such interaction and interdependence, making it essentially important for a business enterprise to reciprocate in equal measure and beyond, for that is what enables it to discharge its social responsibility, which in turn ensures that it gains the trust and confidence of people, something so vitally important.

The Company has in place a well-defined and well laid out Corporate Social Responsibility Policy (CSR Policy) drawn up on the basis of the recommendations of the CSR Committee ofthe Board of Directors constituted on February 14, 2014, which currently comprises of three members namely Ms. Anjali Nashier a non-independent director as the Chairperson and member, and Mr. Sanjiv Chhikara and Mr. Yashish Dahiya, Independent Directors, as the other two members. The CSR Committee has been vested with the responsibility of effectuating the CSR Policy, monitoring its implementation and keeping the Board of Directors informed about the efficacy and success of the CSR programs. The CSR Policy has been uploaded on the website of the Company and is available at the link: http://www.rattanindia.com/investors.htm

It has not been possible for the Company to allocate any funds for social welfare activities, in pursuance of the CSR policy, during the year under review, primarily due to the fact that before being able to embark upon any programmes in this direction it was essentially important for the Company to have the 1350 MW Phase-I Amravati Thermal Power Plant commissioned and operational in entirety which in turn necessitated that a major chunk ofthe available finances be used to this end, so that the business ofthe Company starts generating revenues, so essential for the survival and growth of the Company, which would automatically ensure the availability of funds in the longer run to enable the Company to discharge its corporate social responsibility.

It would be pertinent to mention here that with the availability of financial leverage in the years to come it is proposed to undertake social welfare and uplift in various spheres.

The Annual report on CSR forms a part of the Board's Report and is annexed hereto as Annexure A.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The contracts/arrangements/transactions entered into with related parties including those with direct and step down subsidiaries of the Company, have strictly been done on an arm's length basis and in the ordinary course of business. No related party transactions were entered into with the Directors or with the Key Managerial Personnel of the Company. In compliance with the requirements of the Companies Act, 2013 read with the rules framed thereunder, the related party transactions entered into by the Company during the financial year 2014-2015 had at the beginning of the financial year, been placed before the Audit Committee of the Board for approval with the nature, value and terms of such contracts being adequately brought to the knowledge of the said committee. The same received the approval of the Audit Committee.

The Company's policy on materiality of Related Party Transactions, as approved by the Board of Directors, is uploaded on the Company's website and is available at the weblink:http://www.rattanindia.com/investors.htm.

Since all Related Party Transactions entered into by the Company were in the ordinary course of business and at an arms- length basis, form AOC-2 is not applicable to the Company. However the details of various related party transactions entered into during the financial year 2014-2015 are adequately set out in the notes to Financial Statements at page nos. 172 - 173 of this report.

INTERNAL FINANCIAL CONTROLS

In terms of the provisions of Section 134 (5) (e) of the Companies Act, 2013, the Directors are enjoined with the responsibility of ensuring that applicable adequate systems offinancial control arein place and operational in the Company.

The Board of Directors have devised and effectuated a system of internal control commensurate with the nature and size of operations of the Company, covering within its ambit every sphere of operations and activities including more particularly, the financial controls.

The system operational for the financial controls encompasses operating philosophies, policies and procedures, effective IT systems aligned to the business requirements, a robust internal audit framework and risk management framework to ensure that there are adequate checks and balances in the system, as also its evaluation at regular intervals to ascertain the efficacy of operations of the financial controls employed so that corrective measures if any required, can be taken in the right earnest, with the internal audit team working in close coordination with the Audit Committee, for the purpose.

RISK MANAGEMENT

In compliance with the requirements of the Companies Act, 2013 , the Company has in place a well laid out Risk Management Policy encompassing the various facets of operations and activities of the Company, generally as well as typical to the Power Industry and Business.

The Policy is designed to be simple, consistent and clear for reporting and managing risks emanating from within and outside the Company so as to mitigate the possible impact therefrom, through corrective measure initiated in time.

Based on the policy, risks are identified through a consistently applied methodology to identify, assess, monitor and mitigate risks through appropriate and timely actions.

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

Full particulars of the loans given, guarantees extended or securities provided to and the investments made by the Company in various bodies corporate in due compliance with the provisions of Section 186 of the Companies Act, 2013, have been adequately described in the Financial Statements. It would, however be pertinent to mention here that being an entity, engaged in the Infrastructure business, the Company does not fall within the ambit of section 186 by virtue of the exemption available under sub section (11) thereof read with Schedule VI to the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with the relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 etc. issued by the Institute of Chartered Accountants of India, form part of this Annual Report.

DIVIDEND

No dividend has been recommended for the financial year 2014-2015.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return of the Company as at March 31, 2015, as drawn up in the prescribed form MGT-9 is annexed hereto as Annexure B.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review Fama Power Company Limited ceased to be the subsidiary of the Company. A report on the performance and financial position of each of the subsidiaries, in the form AOC-1, as per the Companies Act, 2013 is provided as an annexure to the consolidated financial statement and hence not repeated here for the sake of brevity.

The Company does not have any associate company and further, with the exception of a few majority owned subsidiaries all its other subsidiaries are wholly owned. As regards the majority owned subsidiaries, it may be noted that such subsidiaries are not engaged inany project or venture so as to be termed as joint ventures.

The Company's Policy on material subsidiaries may be accessed on the Company's website at the link http://www.rattanindia. com/investors.htm

PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES

The information required pursuant to Section 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as to the names and other particulars of the employees drawing remuneration in excess of the stipulated limits, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are therefore being sent to the Members and others entitled thereto, excluding the said information on employees' particulars. However in addition to any member interested in obtaining such information, being provided with a copy of the statement containing such information, as indicated in the foregoing para, the same is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

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

VIGILMECHANISM

The Company has a well- defined and well operated vigil mechanism in place, effectuated through a whistle Blower Policy, which provides for reporting by the employees, of violations if any of various laws, rules, regulations as also any unethical conduct and for the Directors to report their concerns, to the management, so that the required remedial actions can be initiated in the right earnest.

To guard against the victimization of the persons using the vigil mechanism, the Whistle Blower Policy of the Company makes provision for their direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is available on the website of the Company i.e.www.rattanindia.com at the link http://www.rattanindia. com/investors.htm

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/ development on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

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

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any of subsidiary of the Company. However, Mr. Rajiv Rattan who was an Executive Director of the Company till March 7, 2015 and thereafter non-executive director, recieved remuneration from Elena Infrastructure and Power Limited a subsidiary of the Company as its employee, without being on the Board of Directors of such company.

EMPLOYEE STOCK OPTIONS

The Year under review has seen the Company acquire an entirely new dimension in its business journey, with the 1350 MW Phase-1 of its Amravati Thermal Power Plant achieving complete commercial operation, which paves the way for it to become a full- fledged revenue generating entity.

Your directors recognize that commercialization of the Phase-1 was not a mean feat and more importantly that it is solely the tireless efforts ofthe dedicated employees the Company, which has made this possible.

Even otherwise the Company has as an essential ingredient of its work policy and work culture, looked upon its employees as being vitally important in its growth and development and therefore believes that the employee growth and development should be commensurate with that ofthe Company, towards which end it has as one ofthe several employee welfare measures effectuated therein, several employee stock option schemes in place namely (i) Rattan lndia Power Limited Employee Stock Option Plan 2008 (formerly known as SPCL-lPSL Employee Stock Option Plan, 2008) (ii) Rattanlndia Power Limited Employee Stock Option Scheme-2009 (formerly known as Indiabulls Power Limited Employee Stock Scheme 2009) and (iii) Rattanlndia Power Limited Employee Stock Option Scheme-2011 (formerly known as Indiabulls Power Limited Employee Stock Option Scheme-2011), together covering nine million stock options convertible into an equivalent number of equity shares of face value Rs. 10 in the Company.

The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2015 (cumulative position) with regard to the Employees' Stock Option Scheme- Securities And Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, are provided as Annexure D to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 ofthe Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements of Corporate Governance in relation to clause 49 of the Listing Agreement, is attached with the Corporate Governance Report.

AUDITORS & AUDITORS' REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants, (Registration no.117365W), Auditors of the Company, were in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit And Auditors) Rules, 2014 appointed as the Statutory Auditors of the Company for the financial year 2014-15 to the financial year 2018-19 so as to hold office as such from the conclusion of the Annual General Meeting held for the financial year 2013-2014, on September 30, 2014 i.e. the seventh annual general meeting, till the conclusion of the twelfth Annual General Meeting, i.e. the Annual General Meeting held for the financial year 2018-19, subject to the ratification of such appointment by the shareholders in the annual general meeting for each such financial year.

There being no reservation, qualification or adverse remark in the Auditors' Report, no explanation on part of the Board of Directors is called for.

AUDIT COMMITTEE

The Audit Committee comprises of three members namely, Mr. Narayanasany Jeevagan an Independent Director as the Chairman and Mr. Debashis Gupta an independent director and Mr. Rajiv Rattan a non-independent director, as the other two members.

All the recommendations made by the Audit Committee, as to various matters, during the year under review, were accepted by the Board.

COST AUDITORS

The Board has appointed M/s Nisha Vats & Co., Cost Accountants as the cost auditors for conducting the audit of cost records of the Company for the financial year 2014-15.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board has appointed M/s S. Khandelwal & Co, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure E to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and the loss of the Company for the year ended on that date;

3. the Directors had taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors had prepared the Annual Accounts of the Company on a 'going concern' basis;

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

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

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company as part of the Rattanlndia Group is an equal opportunity employer and believes in providing opportunity and key positions to women professionals. It has been the endeavor of the Group to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions for them and create and maintain a healthy and conducive work environment, free of discrimination on any basis including gender and any form of sexual harassment.

The policies in place in the Company towards this end, have ensured that there is no instance of sexual harassment in the Company and thus no cases were filed against any person, pursuant to the Sexual Harassment (Prevention, Prohibition and Redressal) Act, 2013, during the year under review.

LISTING WITH STOCK EXCHANGES

The shares of the Company continue to remain listed with BSE Limited and National Stock Exchange of India Limited. The Listing fee payable to the said stock exchanges for the financial year 2015-2016 has been paid.

GREEN INITIATIVES

Electronic copies of the Annual Report and the notice of the eighth AGM are being sent to all such members whose e-mail addresses are registered with the Company/ its Registrar and Transfer Agent.

To the other members physical copies of the Annual Report and Notice of the eighth AGM are being sent through the permitted modes ofdispatch.

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

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions set forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Companies (Management and Administration) Amendment Rules, 2015. The instructions for e-voting are provided in the notice.

ACKNOWLEDGEMENT

Your directors wish to express their sincere gratitude to the investors, bankers, financial institutions, governmental authorities and the employees of the Company for their continued assistance and support which has enabled the company to finally reach a stage in its operational journey where its dreams are about to turn into a reality with the commercialization of its 1350 MW Phase-I Amravati Thermal Power Plant and it is hoped that the faith they have reposed in the Company and its directors shall enable the Company to transcend all barriers and establish itself as one of the leading suppliers of power in the private sector.

For and on behalf of Board of Directors

Sd/- Date: September 1, 2015 Rajiv Rattan Place: New Delhi Chairman




Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting to you their seventh Annual Report and the Audited accounts of the Company for year ended March 31, 2014.

FINANCIAL RESULTS

Amount (in Rupees) Particulars For the Year ended For the Year ended March 31, 2014 March 31, 2013

Revenue from Operations 3,790,023,704 -

Other Income 135,863,246 346,822,723

Expenses and Depreciation 4,654,037,930 692,543,914

(Loss)/Profit before Tax (728,150,980) (345,721,191)

Tax benefit/Expense (post adjustments) (consequent to MAT credit entitlement, short/excess tax provisions and Deferred tax) 24,562,135 (82,887,984)

Loss for the year (752,713,115) (262,833,207)

Balance in the Reserves and Surplus (26,475,470,607) (27,132,064,877)

BUSINESS REVIEW

Power sector is the fulcrum of economic development in any country. Putting aside the success stories posted across the sector, the reality is that power sector in India continues to lag behind. Shortages, tariffs and the dependence on imported fuels are on the rise while the poor health of distribution continues to restrict the flow of investments. Your company has thought of the challenges enumerated above in advance and accordingly has a strategy in place to tackle them. Your company is well placed with land, fuel linkage, water, financial closure etc. to face the challenges in Power Sector and is on course of building a leadership position in the Sector.

The financial year 2013-2014 has been a milestone in the track record of your company in which, Unit 1 & Unit 2 of Amravati Thermal Power Station (ATPS) achieved Commercial Operation Date (COD) on 3.6.2013 and 28.3.2014 respectively. Unit 1 of Nashik Thermal Power Station (NTPS) being developed by 100% subsidiary of your company also achieved Commercial Operation Date (COD) on 29.3.2014. You would be happy to note that Unit 1 of ATPS is supplying power to Maharashtra State Electricity Distribution Company Ltd (MSEDCL), since June 2013.

Coal India Limited (CIL) with whom your Company has executed Fuel Supply Agreement (FSA) for supply of coal is not able to meet its commitments and is unable to supply the assured quantity of coal. This is not unique to your Company but a common issue with all the generators who depend on the linkage domestic coal from CIL. Considering the inadequacy of domestic coal, Cabinet Committee on Economic Affairs (CCEA) in its resolution dated 21st Jun 2013 approved a mechanism whereby CIL to supply 65%, 65%, 67% and 75% of the Annual Contracted Quantity (ACQ) during the remaining period of 12th 5-year plan. CIL may supply the balance coal requirement to the willing power generators from imported source on cost plus basis. Generators themselves can also import coal to meet the deficit. Additional cost of such coal would be considered as pass-through in tariff and concerned regulatory commissions would be deciding on the same based on the application of the generators on case to case basis. To accommodate this, NCDP 2007 was amended by Ministry of Coal on July 26, 2013 and on July 31, 2013 Ministry of Power issued advisory note to all the Electricity Regulatory Commissions in this regard.

In this background, your Company had filed a petition with Hon''ble Maharashtra Electricity Regulatory Commission (MERC) to allow use of coal from imported/ alternate source(s) to meet the deficit and to allow additional cost of such coal as pass through in tariff by way of compensation. Considering the hardship, Hon''ble MERC in their latest order allowed use of coal from imported/alternate source to meet the shortfall of linkage coal and the additional cost of such coal would be recovered in the tariff. Hon''ble MERC for the purpose has prescribed a formula for such compensation which will be over and above the tariff under Power Purchase Agreement. The indicative compensatory fuel charge is Rs. 1.55/kWh which will be payable by MSEDCL on the incremental generation from imported coal. Your Company has now initiated the process of procuring the imported/alternate coal to mitigate the shortfall in linkage coal to run units at higher PLF thereby improving profitability."

Mr. Sameer Gehlaut has resigned from Chairmanship and directorship of the Company with effect from July 9th, 2014 and Mr. Rajiv Rattan an existing promoter director assumed the Chairmanship of the Company and its Board with effect from the said date.

The Board places on record its appreciation for the highly valuable contribution of Mr. Gehlaut to the Company while he was on its Board.

In accordance with the provisions of the Companies Act, 2013, Mr. Rajiv Rattan (DIN: 00010849) will retire at the ensuing annual general meeting and being eligible offers himself for reappointment.

Further, with effect from February 14, 2014, Mr. V. C. Vishwakarma (DIN: 06773859) was inducted on the Board of Directors of the Company as an additional and Whole-time director. Being an additional director, the tenure of his present directorship comes to an end on September 30, 2014, the date fixed for the Annual General Meeting of the Company. Your support and consent is therefore sought for his appointment on the Board of the Company as a director liable to retire by rotation, which would automatically mean a continuation of his whole-time directorship for the tenure approved by the Board at the time his induction thereon.

Mrs. Anjali Nashier (DIN: 01942221) is proposed to be appointed as a non-independent director of the Company, liable to retire by rotation.

In addition to the above referred directors, it is sought to appoint Mr. Sharad Behal (DIN: 02774398), Mr. Debashis Gupta (DIN: 02774388), Mr. Narayanasany Jeevagan (DIN: 02393291), Mr. Yashish Dahiya (DIN:00706336) and Mr. Sanjiv Chhikara (DIN: 06966429) - as independent directors on the Board of the Company.

Brief resumes of the said directors, the nature of their expertise in specific functional areas and information as to the other companies in which they hold directorships or on the board committees of which they are members, has been provided in the Report on Corporate Governance, which forms a part of the Annual Report.

DIVIDEND

Every business entity has to be through times where it is faced with a situation of having to decide between retaining its profits in the business so as to increase the intrinsic value of its shares, thereby maximizing its shareholder wealth, or distributing profits to the shareholders which can mean infinitesimal short term gains but erosion of share value in the longer run.

While the financial fundamentals of the Company would not currently permit distribution of dividends, however even if it had been so possible, fiscal prudence would essentially dictate the retention of business profits so as to build a healthy reserve base to cushion the impact of any adverse economic development, were such developments to occur in future.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

EMPLOYEE STOCK OPTIONS

True to its policy of attaching paramount importance to its employees, the Company sees its employees not as merely a cog in the entire machinery of its business operations but as vital components thereof, which have to be made participants in its growth and development.

Infact your Company believes that the most critical component in the growth and development of the Company are the employees of the Company and that it is the tireless efforts of the employees which have enabled the Company to reach a stage in its developmental journey where its dreams of operationalizing its power projects and to become a commercial supplier of power in the country have turned into reality.

As a way of reciprocating the employees for what they have achieved for the Company and rewarding them for their hard work and dedication, the Company has in place three employee stock options schemes namely SPCL-IPSL Employee Stock Option Plan - 2008, Indiabulls Power Limited. Employees Stock Option Scheme 2009 and Indiabulls Power Limited. Employees Stock Option Scheme - 2011, together covering ninety million stock options convertible into an equivalent number of Equity shares of face value Rs. 10 each in the Company.

Now that the Company has started generating operational revenues it is expected that in the very near future it shall lead to increased share valuations.

SUBSIDIARIES

The statement pursuant to Section 212(1)(e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In keeping with the past practice given the general allowance available under the general circular no. 2/2011 dated February 8, 2011 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. However as stipulated under the circular and more importantly to be absolutely transparent about its business and operations , the financials of the subsidiary companies are disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary''s Certificate certifying the Company''s compliance with the requirements of Corporate Governance in relation to clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

AUDITORS & AUDITORS'' REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants, (Registration no.117365W), Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be in accordance with Section 141 of the Companies Act, 2013. Since in terms of the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, a Company is permitted to appoint its Statutory Auditors for two consecutive terms of five years each, as reduced by the number of financial year(s) for which they have already served as the Statutory Auditors of the concerned Company, as at the commencement of the Companies Act, 2013. The Board recommends their appointment for a period of five years i.e from financial year 2014-15 to 2018-19.

There being no reservation, qualification or adverse remark in the Auditors'' Report, no explanation on part of the Board of Directors is called for.

LISTING WITH STOCK EXCHANGE

The shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to the exchanges for the financial year 2014-2015, has been paid to each of the said stock exchanges.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees who are in receipt of the remuneration equal to or in excess of the limits specified under the said section, are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

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

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and the loss of the Company for the year ended on that date;

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

4. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

CORPORATE SOCIAL RESPONSIBILITY

Much before the discharge of corporate social responsibility acquired a mandatory status, with the promulgation of the Companies Act, 2013, the Company being acutely aware of its responsibility towards the society, had been doing its bit towards the welfare of the society, with the object of pursuing philanthropic activities for the uplift and benefit of the society at large. Subsequent to promulgation of the Companies Act, 2013 and coming into force of Section 135 thereof together with Rules related thereto as framed under the such Act (hereinafter collectively referred to as the Act), a Corporate Social Responsibility Committee of the Board of Directors (Board) of the Company was constituted with Mr. Shamsher Singh Ahlawat as its Chairman and Mr. Rajiv Rattan and Mr. V. C. Vishwakarma, as members (CSR Committee). The CSR Committee has been vested with the primary responsiblity for formulating and monitoring the implementation of the corporate social responsibility policy and matters related to its overall governance.

In a meeting of the CSR Committee held on 2nd April, 2014, CSR policy was approved and recommended to the Board of Directors for approval.

The CSR policy as recommended by the CSR Committee, was duly approved by the Board vide resolution dated April 4, 2014 and broadly focusses on the eradication of hunger and poverty, malnutrition, promotion of healthcare and provision of medical assistance to the needy and poor, promotion of education, protection of national heritage including promotion of art and culture, promotion of education, promotion of sports rural as well as nationally recognized including the patalympic sports, sustenance of environment, working towards the uplift and empowerment of women, poor and down trodden sections, helping senior citizens, working for rural development and rendering of assistance to war widows as well as contribution to the prime ministers relief fund for providing relief and succor to the needy and poor and those impacted by calamities etc.

The Company seeks to peruse and implement its CSR policy with more vigour in the times to come.

ACKNOWLEDGEMENT

Your directors wish to express their sincere gratitude to the investors, bankers, financial institutions, governmental authorities and the employees of the Company for their continued assistance and support which has enabled the Company to finally reach stage in its operational journey where its dreams have turned into a reality through the commercialization of its power plants and it is hoped that the faith they have reposed in the Company and its directors shall enable the Company to transcend all barriers and establish itself as one of the leading suppliers of power in the private sector.

For and on behalf of the Board of Directors

Place: New Delhi Date : September 05, 2014 Sd/- Rajiv Rattan Chairman


Mar 31, 2013

The Directors have pleasure in presenting to you their sixth Annual Report and the Audited accounts of the Company for year ended March 31, 2013.

FINANCIAL RESULTS

(Amount in Rs.)

For the year ended For the year ended March 31, 2013 March 31, 2012

(Loss)/ Profit before Tax and Depreciation (333,536,022) 595,567,277

Less: Depreciation 12,185,169 11,262,942

(Loss)/ Profit before Tax (345,721,191) 584,304,335

Less: Tax Expense (post adjustments) (82,887,984) 60,079,514

Profit after tax (262,833,207) 524,224,821

Add: balance brought forward 390,458,419 1,679,016,891

Balance transferred to Reserves and Surplus (1,225,819,670) 390,458,419 (Post adjustments)

BUSINESS REVIEW AND DEVELOPMENTS

Rapid growth of the economy places a heavy demand on electric power. Reforms in the power sector, for making it efficient and more competitive, have been under way for several years and while there has been some progress, shortage of power and lack of access continues to be a major constraint on economic growth. Given the challenges enumerated above, we are pleased to say that your company is well placed with land, fuel linkage, water, financial closure etc to face the challenges in Power Sector and is on course of building a leadership position in Indian Power Sector.

This year your company successfully commissioned 1st Unit of 1350 MW Amravati Phase-I and the unit has been synchronized with the grid and achieved Full Load on 25th March, 2013. As per the power purchase agreement with MSEDCL, your company was committed to begun supplies from April 2014. However, since your company has managed to commission 1st unit of Amravati Phase-I ahead of its supply commitment under PPA, supplies under the power purchase agreement were preponed and accordingly the commercial operation of the Unit-1 has begun in June 2013. Further, boiler light up of Unit-2 of Amravati Phase-I and Unit-1 of Nashik Phase-I has already been achieved. This reaffirms the strength of your company in executing the projects.

Government of Maharashtra has approved purchase of 950 MW from Nashik Phase-I by Maharashtra State Electricity Distribution Company Limited (MSEDCL) and BEST. MERC has approved purchase of 650 MW from Nashik Phase-I by MSEDCL and PPA for 300 MW with BEST is expected shortly.

Your company has signed Fuel Supply Agreement with SECL for Amravati Thermal Power Project Phase-I and regular coal supply has commenced with effect from 24th June, 2013.

DIRECTORS

In accordance with the provisions of Sections 255 and 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Rajiv Rattan (DIN: 00010849) and Mr. Shamsher Singh Ahlawat (DIN: 00017480) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Brief resume of the said directors, the nature of his expertise in specific functional areas and information as to the other companies in which they hold directorships or on the board committees of which they are members, has been provided in the Report on Corporate Governance, which forms a part of the Annual Report.

DIVIDEND

It has been the endeavor of the Company to maximize the returns to the shareholders and towards this end every effort is being made to bring about the situation where the Company not only starts earning operational revenues but earns revenues of a quantum which after providing for expenditures of the magnitude associated with a mega power projects like the ones being developed by the Company at Amravati and Nashik projects, would leave the Company with a substantial balance to build healthy reserves as also to be able to share a chunk with the shareholders in the shape of dividends. A beginning in this direction has already been made with commercial operations having commenced in the first unit of 270 MW of the Phase-I 1350 MW power plant at Amravati and steady progress is being made towards achieving the complete commercialization of phase-I as also towards the commencement of commercial operations at 1350 MW Phase-l Nashik Plants and this would culminate into overall financial well being and progress for the Company of which the shareholders would get to reap the benefits in the shape increased share valuations and also in form of dividends, all leading to wealth maximization for them. For the present however, no dividends have been recommended for the financial year 2012-2013.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

EMPLOYEE STOCK OPTIONS

Your Company believes that the most critical component in the growth and development of the Company are the employees of the Company and that it is the tireless efforts of the employees which have enabled the Company to reach stage in its developmental journey where its dreams of operationalising its power projects and become a commercial supplier of power in the country are about to turn into reality.

As a way of reciprocating what the employees have achieved for the Company and rewarding them for their hard work and dedication, the Company has in place three employee stock options schemes namely SPCL-IPSL Employee Stock Option Plan - 2008, Indiabulls Power Limited. Employees Stock Option Scheme 2009 and Indiabulls Power Limited. Employees Stock Option Scheme 2011 together covering ninety million stock options convertible into an equivalent number of Equity shares of face value Rs. 10 each in the Company.

It is felt that as the share valuations of the Company improve in the near future with the commercialization of its operations, the stock options would turn into a very useful right in the hands of the employees to monetize the resulting commercial success of the Company into huge pecuniary benefits for them.

The disclosures as required in terms of Clause 12.1 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999 to be made in the Directors Report, in respect of the stock option schemes in force in the Company, are set out in an Annexure to this report.

SUBSIDIARIES

In keeping with the past practice given the general allowance available under the general circular no. 2/2011 dated February 8, 2011 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. However as stipulated under the circular and more importantly to be absolutely transparent about its business and operations , the financials of the subsidiary companies are disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary''s Certificate certifying the Company''s compliance with the requirements of Corporate Governance in relation to clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

AUDITORS & AUDITORS'' REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants, (Registration no.117365W), Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

There being no reservation, qualification or adverse remark in the Auditors'' Report no explanation on part of the Board of Directors is called for.

LISTING WITH STOCK EXCHANGES

The shares of the Company continue to be listed on NSE and BSE.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees who are in receipt of the remuneration equal to or in excess of the limits specified under the said section, are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

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

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and the loss of the Company for the year ended on that date;

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

4. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

ACKNOWLEDGEMENT

Your directors wish to express their sincere gratitude to the investors, bankers, financial institutions governmental authorities and the employees of the Company for their continued assistance and support which has enabled the company to finally reach stage in its operational journey where its dreams are about to turn into a reality through the commercialization of its power plants and it is hoped the faith they have reposed in the Company and its directors shall enable the Company to transcend all barriers and establish itself as one of the leading suppliers of power in the private sector.

For and on behalf of the Board of Directors

Place: New Delhi Sameer Gehlaut

Date: September 3, 2013 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting to you their fourth Annual Report and the Audited accounts of the Company for year ended March 31, 2011.

FINANCIAL RESULTS

(Amount in Rs.)

For the year ended For the year ended March 31, 2011 March 31, 2010

Profit before Tax and Depreciation 117,872,807 435,327,100

Less: Depreciation 8,593,697 3,451,435

Profit before Tax 109,279,110 431,875,665

Less:

Provision for Tax 9,600,000 57,100,000

Prior period tax adjustments - (1,331,634)

Deferred Tax Expense/ (Credit) - (Net) 2,330,356 (1,135,531)

Wealth Tax 706,447 -

Profit after tax 96,642,307 377,242,830

Add: balance brought forward 1,582,374,584 1,205,131,754

Balance carried to Balance Sheet 1,679,016,891 1,582,374,584

BUSINESS REVIEW

Electricity has become the lifeline of modern India, without which the country will come to a virtual standstill. Any sluggishness in growth of the Power sector in India can throw it far behind other countries in industrial, economic and social growth. Thus, power has been widely recognized as one of the key factors of infrastructure, for a sustained growth of our country. With the share of private sector in power sector growing, your company is poised to be one of leading private sector player in the power industry.

PROJECTS UNDER CONSTRUCTION

Your Company is currently executing four coal based thermal power projects with aggregate capacity of 5400 MW, all in the State of Maharashtra. This includes 2700

MW projects under construction in Nandgaonpet, Amravati and another 2700 MW under construction in Sinnar, Nashik. Both Amravati and Nashik Thermal Power Projects are being constructed in two phases each of 1350 MW each.

During the current financial year, significant progress has been made in the development and execution of the Amravati and Nashik Thermal Power projects. These projects have already tied up for land, water, fuel (coal linkages), finances and necessary statutory clearances.

Amravati Thermal Power Project (10X270 MW in two phases of 1350 MW each)

Your Company is developing 2700 MW Coal based Thermal Power Project in two phases at Nandgaonpeth in Amravati district of Maharashtra. 1350 acres land has been acquired from Maharashtra Industrial Development Corporation (MIDC). Environmental Clearance from Ministry of Environment & Forests (MoEF) and Coal linkage from Ministry of Coal (MoC) have already been obtained. Your Company has signed long term Power Purchase Agreements for 1200 MW with Maharashtra State Electricity Distribution Company Limited (MSEDCL) at a levelised tariff of Rs. 3.26 per unit from Amravati Phase I Project (1350 MW). First phase of the Project has already been granted Mega Power Project status by the Government of India. Financial closure has already been achieved for the entire 2700 MW capacity at Amravati.

BTG contracts for both phases of Amravati Thermal Power Projects have been entered into with BHEL Civil & Structural works of BTG, Chimney Construction, Coal Handling plant, Water Treatment plant. Electrical Balance of Plant, Cooling Towers, Power Transformers, General Civil Works for Balance of Plant have already been awarded to leading contractors / suppliers like Shapoorji Pallonji, L&T, Gammon, Gannon Dunkerly, Areva, Paharpur etc. M/s Tata Consulting Engineers have been retained as Owner's Consultants for Design and Engineering for both phases of the Amravati Project.

Nashik Thermal Power Project (10 X 270 MW in two phases of 1350 MW each)

2700 MW coal based thermal power project is being implemented by Indiabulls Realtech Limited (100% subsidiary of the Company) as Co-Developer of the Special Economic Zone at Sinnar, Nashik in two phases of 1350 MW each. Adequate land is under possession for the power project. Environmental Clearance from MoEF for Phase 1 and Coal linkage from the Ministry of Coal (MoC) for both the phases have already been obtained. MOEF clearance for Phase II has already been recommended by the Expert Advisory Committee of the MOEF. Financial closure has already been achieved for the entire 2700 MW capacity at Nashik.

M/s Tata Consulting Engineers have been appointed as Owner's Consultants for Design and Engineering for both phases of the Nashik Project. The Main Plant equipment i.e. BTG is being sourced from M/s BHEL for both the phases and the Balance of Plant Packages are being executed by reputed contractors namely Shapoorji Pallonji, Gammon, Gannon Dunkerly, L&T, Doshion, Siemens and Areva.

PROJECTS UNDER DEVELOPMENT

Bhaiyathan Thermal Power Project

Bhaiyathan Project in the State of Chhattisgarh is planned to have two super-critical units of 660 MW each, with a combined capacity of 1,320 MW. Development work on the Bhaiyathan Project is currently progressing at a slow pace due to certain pending statutory clearances relating to the captive coal blocks allocated for the Project.

Mansa Thermal Power Project

During the year, your company signed a Memorandum of Understanding with Punjab State Power Corporation Limited for development of a 1320 MW (2 x 660 MW) Thermal Power Project based on super critical technology at village Govindpura, Tehsil Budhlada, in district Mansa of Punjab. Water allocation for this project has already been done and the Government of Punjab is currently in the process of acquiring land for the project.

IMPORTANT DEVELOPMENTS

Schemes of Arrangement

1. The proposal to demerge power and infrastructure business undertaking of Indiabulls Real Estate Limited, into a separate holding company, Indiabulls Infrastructure and Power Ltd ("IIPL") having earlier been approved by the Board of Directors and also the shareholders and creditors of the Company, is now pending approval from the Hon'ble High Court of Delhi.

2. The Board of Directors of the Company has also approved a scheme of arrangement for amalgamation of Indiabulls Infrastructure Development Limited ("IIDL"), a subsidiary of Indiabulls Real Estate Limited ("IBREL"), with the Company (the "Scheme"). The Scheme is subject to the approvals of both NSE and BSE, the shareholders and creditors of the Company and subsequently the final approval of the Hon'ble High Court of Delhi. Post amalgamation of IIDL with the Company, the r^tworth of the Company would stand enhanced by approx. Rs. 10,450 million, which is presently the networth of IIDL. This would be a major step in fulfilling equity requirement for execution of phase II of the Company's power project at Nashik & phase II of its power project at Amravati, aggregating to a combined capacity of 2700MW i.e. 1350MW capacity at each of these locations.

DIRECTORS

In accordance with the provisions of Sections 255 and 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Prem Prakash Mirdha (DIN- 01352748) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Brief resume of Mr. Prem Prakash Mirdha, nature of his expertise in specific functional areas and information as to the other companies in which he holds directorships or on the board committees of which he is a member, has been provided in the Report on Corporate Governance, which forms a part of the Annual Report.

DIVIDEND

Your Company is in a phase of development where it is financially prudent to build up a healthy reserve base so as to serve as a source for meeting the financial requirements of the Company for the effectuation of its plans in the years to come.

It is in keeping with this financial policy that your directors have decided to plough back the profits of the Company into its business rather than declaring dividend for the financial year 2010-2011. It is felt that a sound financial base in the Company would in the long run lead to improved share valuations, culminating into maximization of returns far the shareholders.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

EMPLOYEE STOCK OPTIONS

The Company looks upon its employees as a vitally important resource for effective implementation and execution of its plans so as to lead the Company on a path of overall growth and development and therefore believes in effectively reciprocating their contributions. One of the ways devised by the Company to this effect is the grant of stock options to the employees in pursuance of the two stock option schemes in force in the Company namely, SPCL-IPSL Employee Stock Option Plan-2008 and Indiabulls Power Limited Employees Stock Option Scheme-2009, together covering 40 million stock options convertible into an equivalent number of equity shares of face value Rs. 10 each in the Company.

The disclosures as required in terms of Clause 12.1 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999 to be made in the Directors' Report, in respect of the stock option schemes in force in the Company, are set out in an Annexure to this report.

SUBSIDIARIES

The statement pursuant to Section 212(l)(e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In terms of circular No.: 2/2011, No.: 51/12/2007-CL-III dated February 8, 2011 issued by the Ministry of Corporate Affairs for granting general permission for not attaching certain prescribed documents including annual accounts of the subsidiaries, to the Balance Sheet of the Holding Company, as required to be attached in terms of Section 212 of the Companies Act, 1956 and accordingly as approved by the Board of Directors of the Company at its meeting held on April 25, 2011, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries of the Company as on March 31, 2011, have not been attached with the Balance Sheet of the Company

These documents will be made available upon request by any member of the Company interested in obtaining the same. The annual accounts of the Company and its subsidiaries have also been kept for inspection by any shareholder, at the registered office of the Company and that of the subsidiaries concerned. However in terms of the said circular, information desired to be disclosed in respect of each of the subsidiaries, has been disclosed, in the notes to accounts to the Consolidated Balance Sheet forming part of the Annual Report. Further pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include financial information of its subsidiaries.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements of Corporate Governance stipulated under clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

AUDITORS & AUDITORS' REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants, (Registration No.ll7365W), Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

There are no reservations, qualifications or adverse remarks in the Auditors' Report.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company continue to be listed with BSE and NSE and the listing fee payable to the said exchanges for the year 2011-2012, has been paid.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees who are in receipt of the remuneration equal to or in excess of the limits specified under the said section, are required to be set out in the Annexure to the Directors' Report. However, having regard to the provisions of Section 219(l)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

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

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and the profit of the Company for the year ended on that date;

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

4. the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continued assistance and support received from the investors, bankers, financial institutions and government authorities during the year. Your Directors also wish to place on record their deepest sense of appreciation for the efforts put in by the employees to place the Company on a path of growth and progress.

For and on behalf of the Board of Directors

Sd/- Place: New Delhi Sameer Gehlaut

Date : September 3, 2011 Chairman



 
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