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Directors Report of RTS Power Corporation Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors have the pleasure in presenting their 70th Annual Report on the business and operations of your Company and the audited Financial Statements of your Company for the year ended March 31, 2018:

FINANCIAL RESULTS (Rs. In Lacs)

	Year ended March 31, 2018	Year ended March 31, 2017
Revenue from Operations	21,318.17	12,071.69
Other Income	207.10	210.95
Total Income	21,525.27	12,282.64
Less : Total Expenses	20,948.75	12,105.07
Profit /Loss Before Tax	576.52	177.57
Less: Tax Expenses
Current Tax	185.35	62.16
Add: Deferred Tax Charge/Credit	-27.02	-34.01
Profit/Loss for the period	418.19	149.42
Other Comprehensive Income (net of Tax)	49.87	94.80
Profit carried forward	468.06	244.22

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

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

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

The Board of Directors has proposed to retain the entire amount of profit of Rs. 4.68 Crores in Retained Earnings for expansion and further growth of the Company and, therefore, has not recommended payment of any Dividend.

STATE OF THE COMPANYâS AFFAIRS

OPERATIONAL REVIEW

Your Company is pleased to present a much improved operational performance in the current year over the previous Financial Year. Revenue from Operations for the year was Rs 213 crores as compared to Rs 120 crores in the previous year resulting in an increase of 78 percent. Profit Before Tax also saw an increase of 225 percent to Rs 5.76 crores as against Rs 1.77 crores in the previous year. Correspondingly, the carried forward profit also increased to Rs 4.68 crores over Rs 2.44 crores in the previous year.

This year your Company achieved the highest turnover in its history. Your Company''s outstanding performance has been due to improved marketing and sales efforts by yourCompany. Healthy mix of Government and Private Sector orders as well geographical mix in orders executed have led to this superior performance.

The strategy of your Company to be cautious in its borrowings and selective in its order booking has borne fruit. Your Company has managed to almost double its sales without any corresponding increase in bank borrowing or external loans. As a matter of fact your Company has been able to reduce its unsecured loans from Rs 4.71 Crores to Rs 3.01 Crores. Going forward your Company would endeavor to further reduce its external borrowings.

The focus of your Company for the past few years has been on growthand strengthening its financials. The management is committed to the growth of the Company without relying on the external borrowings. Your Company remains focused on achieving higher sales by targeting profitable segments. Demand for your Company''s products remain good.

FUTURE OUTLOOK

India has been witnessing a significant rise in power demand for the past few decades on account of rapid growth in population, industrialization and urbanization. Indian power sector is undergoing a significant change that has redefined the industry outlook. The Government of India''s focus on attaining âPower for all'' has accelerated capacity addition in the country. Total installed capacity of power stations in India stood at 343.79 Gigawatt (GW) as on April, 2018.The government has taken up various initiatives for electrification of rural pockets of India, which has spurred significant investments in the country''s power sector. Notable technological upgrades are underway to reinforce the country''s transmission and distribution network, which would continue to drive the demand for power and distribution transformers in India.

According to âIndia Power & Distribution Transformers Market Forecast & Opportunities, 2020â, the power and distribution transformers market in India is projected to grow at a CAGR of over 10% till 2020.

In this scenario your Company expects to sustain its growth in the coming years.

SHARE CAPITAL

The Paid-up Equity Share Capital as on March 31, 2018 was Rs 8.17 Crores.

During the year under review, your Company has not made any further Issue of Shares.

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

Your Company has made export business and Foreign Exchange earnings (FOB) out of such Export business during this year was Rs. 1014.63 Lacs.

The Foreign Exchange outgo during this year was as follows:

Expenditure in Foreign Currency

Foreign Travelling - Rs. 13.47 Lacs

INDIAN ACCOUNTING STANDARDS

Your Company has adopted Indian Accounting Standards (âInd AS'') with effect from April 1, 2017.

Financial Statements for the year ended March 31, 2018 have been prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) read with Section 133 and other applicable provisions of the Companies Act, 2013. Previous periods'' figures have been re-stated to confirm to Ind AS, for comparative information.

Note No. 49 to the financial statement provides further explanation on the transition to Ind AS.

GOODS AND SERVICE TAX (GST)

Goods and Service Tax (GST) came into effect from July 1, 2017 through the implementation of One Hundred and First Amendment of the Constitution of India. The Tax replaced existing multiple cascading taxes levied by the Central and State Governments.

Your Company has successfully implemented and migrated to GST followed by the changes across various departments/operations of the Company.

DIRECTORS

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

(a) Appointment /Resignation of Directors

There was no change in Directors of your Company during the year under review.

(b) Independent Directors

Your Company has at present two Independent Directors, namely, Sri Sardul Singh Jain (DIN 00013732) and Sri Alok Kumar Banthia (DIN 00528159) which meets the requirements of both the Companies Act, 2013 (the Act) and the Rules made thereunder as well as the provisions contained in Regulation 17(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations ,2015 (hereinafter referred to as â Listing Regulationsâ).They are not liable to retire by rotation.

Your Company has received necessary declarations from the above mentioned Independent Directors under Section 149(7) of the Act confirming that they meet the criteria of independence as prescribed both under Sub-Section(6) of Section 149 of the Act and under Regulation 16(b) of the Listing Regulations.

The Board at its Meetings held on August 10,2018 and August 14, 2018 has re-appointed Sri Abhay Bhutoria (DIN 00013712) as Managing Director of your Company for a further period of 5(five) years from December 1, 2018 subject to the approval of Members.

A Special Resolution proposing his re-appointment and the payment of remuneration to him is included as part of the Notice convening the forthcoming Seventieth Annual General Meeting.

(d) Retirement of Director by rotation

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company Sri Ram Lal Saini (DIN 03534117), Director of your Company will retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

(e) Meetings of the Board and its Committees

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

(f) Separate Meetings of Independent Directors

As per stipulation in Clause VII of the Code for Independent Directors in Schedule IV of the Companies Act, 2013 and as per Regulation 25(3) of the Listing Regulations, a separate Meeting of the Company''s Independent Directors was held on October 27, 2017 without the attendance of Non-Independent Directors and members of the Management to review inter alia the performance of Non-Independent Directors and the Board as whole as per the criteria formulated by the Nomination and Remuneration Committee for evaluation of performance of Directors and Board of Directors. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

(g) Performance Evaluation of Independent Directors

The performance evaluation of Independent Directors was done by the entire Board of Directors as required under Regulation 17(10) of the Listing Regulations and as per stipulation in Clause VIII of the Code for Independent Directors in Schedule IV of the Companies Act, 2013 in its Meeting held on May 30, 2018, excluding the Independent Director being evaluated as per the criteria formulated by the Nomination and Remuneration Committee (NRC) for evaluation of performance of Independent Directors. On the basis of the Report of performance evaluation by the Board, it shall be determined by NRC whether to extend or to continue the term of appointment of Independent Directors.

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

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

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

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

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

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

iii) Individual Director Evaluation (including IDs) - contribution at Board Meetings /Committee Meetings.

Further, the Chairman and Managing/Whole-time Director are evaluated on key aspects of their roles which include inter-alia effective leadership to the Board and adequate guidance to the Management team respectively.

Based on these criteria, the performance of the Board, various Board Committees viz. Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee and Individual Directors (including Independent Directors) was evaluated by the Board and found to be satisfactory.

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

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

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

The Chairman has abundant knowledge, experience, skills and understanding of the Board''s functioning, possesses a mind for detail, is meticulous to the core and conducts the Meetings with poise and maturity.

The information flow between the Company''s Management and the Board is complete, timely with good quality and sufficient quantity.

The following Policies of the Company are attached herewith marked as Annexure âCâ and Annexure âDâ, which have also been placed on the Company''s corporate Website www.rtspower.com:

(i) Policy for selection of Directors and determining Directors'' independence; and

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

CHANGE IN KEY MANAGERIAL PERSONNEL

During the year there was change in the Key Managerial Personnel of the Company. Sri Jagabandhu Biswas, (ACS 2061) Company Secretary and Compliance Officer of the Company resigned from services with the close of business on September 30, 2017. Sri Sandip Gupta (ACS 5447) was appointed as Company Secretary and Compliance Officer of the Company in the Meeting of the Board of Directors of the Company held on November 20, 2017.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

I. in the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable Accounting Standards have been followed and there are no material departures from the same;

II. 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 March 31, 2018 and of the Profit of the Company for the year ended on that date;

III. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the Directors have prepared the Annual Accounts of the Company on a âgoing concern'' basis ,

V. 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

VI. 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 .

CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Management Discussion and Analysis as stipulated in the Part B of the said Schedule is also attached herewith marked as Annexure -âBâ.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Sections 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016(âIEPF Rules''), (including any statutory modification(s)/ re-enactment(s)/amendment(s) thereof, for the time being in force), the dividend which remains unclaimed/unpaid for a period of seven (7) years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund Authority (âIEPF'') established by the Central Government.

Since the above said last Annual General Meeting, the Company has also transferred unpaid and unclaimed Dividend amount in respect of Final Dividend for the Financial Year 2009-2010 to IEPF and filed Form No IEPF 1 on December 13,2017 with the Registrar of Companies, West Bengal following such transfers.

TRANSFER OF UNCLAIMED Equity Shares TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) DEMAT ACCOUNT

Pursuant to the IEPF Rules, the shares in respect of which dividend has not been paid/claimed by the Shareholders for seven (7) consecutive years or more, is also required to be transferred to demat account created by the IEPF Authority.

Further, in compliance with the provisions laid down in IEPF Rules, the Company had sent notices and also advertised in the newspapers seeking action from Shareholders who have not claimed their dividends for seven (7) consecutive years or more. Accordingly, for the Financial Year ended March 31, 2009 and 2010, the Company has transferred all corresponding Equity Shares on which Dividend remained unclaimed for a period of seven (7) years, to the Demat Account of the IEPF, the due date of which was November 30, 2017 (as per the Notification issued by Ministry of Corporate Affairs, dated October 16, 2017).

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

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

Members who have not claimed the dividends declared for the Financial Year March 31, 2011 were notified to lodge their claim on or before September 10, 2018, with the Company''s Registrar and Transfer Agents at the address mentioned in the Annual Report.The Company has already sent individual reminders to all such Members at their registered address in this regard and also published notice in the newspapers as per the IEPF Rules.

In case valid claim is not received by that date, the Company will proceed to transfer the respective shares to the IEPF Account in terms of the IEPF Rules. It may please be noted that no claim shall lie against the Company once such share(s)/ dividend transferred to IEPF demat account, pursuant to the said Rules.

The Statement containing details of Name, Address, Folio No., Demat Account No. and No. of shares due for transfer to IEPF demat Account is made available on www.rtspower.com.The Shareholders are therefore encouraged to verify their records and claim their dividends, if not claimed.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided in Sub Section 3 of Section 92 of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014 in Form MGT 9 is enclosed, marked as Annexure âEâ.

STAUTORY AUDITORS AND AUDITORSâ REPORT STAUTORY AUDITORS

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

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7,2018, ratification of appointment of Statutory Auditors at every AGM isno more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any Resolution on ratification of appointment of statutory Auditors.

However, M/s Lodha& Co., Chartered Accountants has confirmed that they are eligible to continue as statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2019 and accordingly M/s Lodha& Co., Chartered Accountants will continue to be the Statutory Auditors of the Company for Financial Year ending March 31, 2019.

REPORTS OF THE STATUTORY AUDITORS

The Notes on Financial Statements of the Company referred to in the Auditors'' Report are self-explanatory and do not call for any further comments by the Board. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

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

INTERNAL AUDITORS AND THEIR REPORT

INTERNAL AUDITORS

The Board has re-appointed , on the recommendation of the Audit Committee, M/s K.S. Bothra & Co, Chartered Accountants (FRN 304084E) as Internal Auditors of your Company to conduct Internal Audit of the functions and activities of your Company for the Financial Year 2018-2019.

REPORTS OF THE INTERNAL AUDITORS

During the Financial Year 2017-2018, no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such internal controls.

COST AUDITORS AND THEIR REPORT

COST AUDITORS

Pursuant to Section 148 of the Companies Act,2013, the Companies (Audit and Auditors) Rules ,2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014 the Board of Directors of your Company, on the recommendation of the Audit Committee, has appointed M/s K. G. Goyal & Associates (FRN 000024) as Cost Auditors of your Company, with due information to the Central Government by way of filing the prescribed Form No CRA 2 on June 6, 2018, for conducting audit of cost records of your Company for the Financial Year 2018-2019, subject to ratification of their remuneration as approved by the Board, on the recommendation of the Audit Committee, by the Members of the Company in its ensuing Annual General Meeting.

REPORT OF THE COST AUDITORS

For the Financial Year ending March 31,2017, the due date of filing the Cost Audit Report submitted by M/s K.G. Goyal & Associates, Cost Auditors was October 30, 2017 and the same was filed with MCA on October 12, 2017 in XBRL mode.

SECRETARIAL AUDITOR AND THEIR REPORT SECRETARIAL AUDITOR

The Board has appointed Sri Manoj Prasad Shaw, Proprietor of M/s Manoj Shaw & Co., Practicing Company Secretary (FCS No 5517 C.P. No 4194) to conduct Secretarial Audit for the Financial Year 2017-2018.

REPORT OF THE SECRETARIAL AUDITOR

The Secretarial Audit Report for the Financial Year ended March 31,2018 in the prescribed Form No MR3 is annexed herewith pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 marked as Annexure âFâ to this Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

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

Your Company has invested Rs. 1,70,000/-for purchase of 17,000 Equity Shares of Rs 10/-each of Bhutoria Brothers Private Limited during the period under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year the Company has not entered into any contract/arrangement/transaction with any related parties which could be considered material in accordance with the Policy of the Company on materiality of the related party transactions.

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

The Policies on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s corporate website at the link www.rtspower. com

Your Directors draw attention of the Members to Note No 44 to the Financial Statements which sets out related party disclosures.

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

For the current Financial Year 2018-2019, the Audit Committee has given omnibus approval of related party transactions to be entered into by the Company on the basis of criteria laid down by it and approved by the Board of Directors. The Audit Committee reviews on a quarterly basis the details of related party transactions entered into by the Company pursuant to each of the omnibus approval given by it. All such related party transactions for which omnibus approval has been given by the Audit Committee has also been subsequently approved by the Board for the current Financial Year 2018-2019.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

Your Company does not have any Subsidiary, Joint Venture and Associate Company during the year under review. Accordingly, a statement under the provisions of Section 129(3) of the Companies Act, 2013 containing salient features of the financial statements of the Company''s subsidiary(ies) in Form AOC-1 is not enclosed.

PARTICULARS OF EMPLOYEES AND REMUNERATION

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

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

AUDIT COMMITTEE

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

As on the close of business on March 31, 2018 the Audit Committee comprises of two Non-Executive Independent Directors, Sri S. S. Jain and Sri Alok Kumar Banthia and one Executive Non-Independent Director, Sri R. Bhutoria, Vice Chairman & Whole-time Director of your Company. Sri S.S.Jain is the Chairman of the Committee, who also chaired the Annual General Meeting of your Company held on September 11, 2017. All the Members of the Committee are financially literate and have accounting or related financial management expertise.

The Company''s Accounts personnel and representatives of the statutory Auditors as well as Internal Auditors and Cost Auditors are invitees in most of the Meetings of the Audit Committee.

Sri Jagabandhu Biswas, Company Secretary was the Secretary to the Committee upto September 30,2017. Sri Sandip Gupta who has been appointed as Company Secretary with effect from November 20, 2017 thereafter acts as the Secretary of the Committee.

All recommendations of the Audit Committee were duly accepted by the Board and there were no instances of any disagreements between the Committee and the Board.

VIGIL MECHANISM

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

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

Details in this regard have been disclosed in the Company''s corporate website at the link www.rtspower. com.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to Section 135 of the Companies Act, 2013 the Companies (Corporate Social Responsibility) Rules, 2014 are applicable to the Company for the Financial Year 2018-2019.

A Corporate Social Responsibility Committee (CSR Committee) was constituted by the Board of Directors of your Company at its Meeting held on August 14,2018 and a CSR Policy was also formulated.

A brief outline of the Company''s CSR Policy including total amount to be spent for the Financial Year 2018-2019 and the details of newly constituted CSR Committee are provided in Annexure I, forming part of this Board Report.

The CSR Policy has been hosted in the Company''s corporate website at the link www.rtspower.com.

RISK MANAGEMENT POLICY

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

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

ADEQUACY OF INTERNAL FINANACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31,2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. Your Company''s internal control structure showed no reportable material weakness.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

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

PREVENTION OF SEXUAL HARASSMENT ATWORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place âPolicy for Prevention and Redressal of Sexual Harassment'' in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as âthe said Actâ) and Rules made there under.

Your Directors state that during the year under review, there was no case filed pursuant to The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 70th Annual General Meeting of the Company are sent to all Members whose e-mail address are registered with the Company/ Depository Participant(s). For Members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

APPRECIATION

Your Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-operation received from Banks, State Electricity Boards, Government and Semi Government Authorities, Power Utilities, other customers, vendors and Shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation to all the Executives, Staffs and Workers at all levels in the Company for their sustained efforts and immense contributions to the good levels of performance and growth that your Company has achieved during the year under review.

Registered Office : For and on behalf of the Board of Directors

56, Netaji Subhas Road, 2nd Floor S. S. JAIN

Kolkata - 700001 Chairman

Dated : August 29, 2018 DIN : 00013732

Mar 31, 2016

Directorsâ Report

Dear Shareholders,

The Directors have the pleasure in presenting their 68th Annual Report on the business and operations of your Company and the audited Financial Statements of your Company for the year ended March 31, 2016:

FINANCIAL RESULTS (InLacs)

	2015-2016		2014-2015
Total Income		14532.63		17217.08
Total Expenditure		14499.75		17073.43
		32.88		143.65
Add :
Exceptional Item		236.84		0.00
Less:
Non-recurring Item- adjustment under transitional provisions for Depreciation as per Schedule II to the Companies Act, 2013		0.00		18.82
Profit /(Loss) Before Tax		269.72		124.83
Less :
Current Tax	68.70		25.00
Deferred Tax	(10.35)	58.35	37.12	62.12
Profit /(Loss) After Tax		211.37		62.71
Add: Profit Brought Forward		999.20		936.49
Balance Carried to Reserves & Surplus		1210.57		999.20

DIVIDEND

The Board of Directors has proposed to retain the meager amount of operating profit of Rs, 33 lacs in Reserves and Surplus for expansion and further growth of the Company and therefore, has not recommended payment of any Dividend.

STATE OF THE COMPANYâS AFFAIRS

OPERATIONAL REVIEW

During the year under review, your Company''s revenue has fallen down to Rs, 142.41 Crores (17% approx) over last year. Including other income, total revenue has fallen down by 15% approx. from Rs,172.17 Crores in 2014-2015 to Rs, 145.33 Crores in 2015-2016. Such shortfall arises mainly due to non-lifting of the Company''s finished products by various customers.

This year your Company has earned a Profit Before Tax of Rs, 270 Lacs as against Rs, 125 Lacs of last year. Exceptional income, namely, profit on sale of land (Rs,150 lacs), profit on sale of other fixed assets (Rs, 19 lacs) and profit on sale of investment in wholly-owned Subsidiary (Rs, 68 lacs), amounted to Rs, 237 lacs this year.

Your Company''s focus on better Working Capital Management (WCM) has borne fruit, which has reduced inventory by 21% approx. compared to last year and as a part of such WCM, the Company is making all out efforts to realize debtors as fast as possible and has been able to reduce its Debtors from Rs, 92.96 Crores to Rs, 56.79 Crores (reduction of 39% approx.) over last year. Your Company has seen a

Directorsâ Report

massive reduction in its Creditors from Rs, 78 Crores to Rs, 30 Crores, which is a reduction of 61% approx. over last year. The Unsecured Loans of your Company have been reduced from '' 17.65 Crores of last year to Rs, 5.37 Crores of this year. A reduction of 70% approx. Total Borrowings of your Company has come down from Rs, 45.06 Crores to Rs, 29.65 Crores over last year. A reduction of 34%. Its total outside liability (TOL) has come down from Rs, 127.31 Crores last year to Rs, 61.80 Crores this year, a reduction of almost 51% in course of one year, which is unprecedented in your CompanyRs,s history. This is a very healthy sign for your Company.

FUTURE OUTLOOK

Your Company''s continued effort in achieving higher exports has yielded fruitful result. This year the Company''s export sales has registered a growth of about 155% over last year with its increase from Rs, 440 Lacs in 2014-2015 to Rs, 1121 Lacs in 2015-2016. In 2014-2015 the increase in export front was 150% over 2013-2014.Your Company is putting much thrust on export Sales and expects further increase in export sales in coming years.

However, as in the past, mushroom growth and unhealthy competition from various Transformer manufacturing Units in unorganized sector is posing problems to organized sector, like your Company, resulting in under utilization of production capacities, and therefore, the selling prices are under pressure, so are the margins.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has achieved increased Export business and consequently, Foreign Exchange earnings (FOB) out of such Export business during this year was Rs, 1121.49 Lacs (increase of almost 155% over last year). The Foreign Exchange outgo during this year was as follows:

Expenditure in Foreign Currency
Foreign Travelling	Rs, 13.97 Lacs
Bank Charges	Rs, 1.46 Lacs
	Rs, 15.43 Lacs

CONSOLIDATED FINANCIAL STATEMENT

The consolidated Financial Statements of the Company and its Subsidiaries (upto July 27,2015) for the year ended March 31,2016, prepared in accordance with the provisions of Sub Section 3 of Section 129 of the Companies Act,2013 (the Act) and the applicable Accounting Standards and the Listing Regulations and duly audited by M/s A C Bhuteria & Co., Chartered Accountants , Auditors of the Company form a part of this Annual Report. The said consolidated Financial Statements shall be laid before the ensuing Annual General Meeting of the Company while laying its own Financial Statements under Sub Section (2) of the said Section. A separate Statement containing the salient features of the Financial Statements of its Subsidiaries (upto July 27,2015) has been given in Note No 39 to the Consolidated Financial Statements pursuant to first proviso to Sub Section (3) of Section 129 read

Directorsâ Report

with Rule 5 of The Companies (Accounts) Rules, 2014. The duly audited Accounts of the Subsidiary Companies as on and up to July 27, 2015 are also available on the Company''s Website.

DIRECTORS

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

(a) Independent Directors

Your Company has at present two Independent Directors, namely, Sri Sardul Singh Jain (DIN 00013758) and Sri Alok Kumar Banthia (DIN 00528159) which meets the requirements of both the Companies Act, 2013 (the Act) and the Rules made there under as well as the provisions contained in Regulation 17(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations ,2015 (hereinafter referred to as â Listing Regulationsâ). They are not liable to retire by rotation.

Your Company has received declarations from the above mentioned Independent Directors confirming that they meet with the criteria of independence as prescribed both under Sub-Section(6) of Section 149 of the Act and under Regulation 16(b) of the Listing Regulations.

(b) Resignation of a Director

Sri Bachhraj Begwani, Director of your Company has resigned with effect from January 27, 2016.

The Board of Directors of your Company places on record their due appreciation of the valuable contribution made by him and services rendered by him during his long tenure of office as a Director of your Company.

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

(d) Performance Evaluation

Your Company has devised a Policy for performance evaluation of Independent Directors ,Board, Committees and other individual Directors which also includes criteria for performance evaluation of the Independent Directors , Non-Executive Directors and Executive Directors , the proportional existence of three such categories of Directors in your Company also meets the requirement as prescribed both under the Act and the Listing Regulations .On the basis of such Policy a process of formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors . Criteria for performance evaluation of Independent Directors and other Non- Executive Directors has been given in the Corporate Governance Report annexed herewith.

The following Policies of the Company are attached herewith marked as Annexure âCâ and Annexure âDâ, which have also been placed on the Company''s Website www.rtspower.com:

(i) Policy for selection of Directors and determining Directorsâ independence; and

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

(e) Meetings of the Board and its Committees

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

Directorsâ Report

KEY MANAGERIAL PERSONNEL

During the year there was no change in the Key Managerial Personnel of your Company.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

I. in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable Accounting Standards have been followed and there are no material departures from the same;

II. 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 March 31, 2016 and of the Profit of the Company for the year ended on that date;

IV. the Directors have prepared the Annual Accounts of the Company on a âgoing concern'' basis ,

V. 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

VI. 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 .

CORPORATE GOVERNANCE

A separate Report on Corporate Governance in format as prescribed in Part C of Schedule V under Regulation 34(3) of the Listing Regulations forms a part of the Annual Report of your Company and is being attached hereto marked as Annexure- âAâ, along with the Auditors'' Certificate on its compliance. A Report on Management Discussion and Analysis as stipulated in the Part B of the said Schedule is also attached herewith marked as Annexure -âBâ.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Sections 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, relevant dividend amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 29, 2015 (date of its last Annual General Meeting) on the Company''s Website (www.rtspower.com) and has also filed Form No 5 INV on February 26,2016 with the Registrar of Companies, West Bengal . Since the above said last Annual General Meeting , the Company has also transferred unpaid and unclaimed Dividend amount in respect of Interim Dividend and Final Dividend for the Financial Year 2007-2008 to IEPF both on November 3,2015 and filed Form No I INV with the Registrar of Companies, West Bengal following such transfers.

EXTRACT OF ANNUAL RETURN

AUDITORS AND AUDITORSâ REPORT STATUTORY AUDITORS

M/s A .C. Bhuteria & Co, Chartered Accountants, (FRN 303105E) statutory Auditors of the Company were re-appointed Auditors to hold office from the conclusion of Sixty Sixth Annual General Meeting (AGM) held on September 29, 2014 till the conclusion of Sixty Ninth AGM to be held in 2017 subject to ratification by the Members at the Sixty Seventh and Sixty Eighth AGM of the Company. Accordingly, the Notice convening the ensuing Sixty Eighth AGM includes a Resolution seeking such ratification by the Members of the said re-appointment of the Auditors. Their said re-appointment, however, were ratified by the Members at the Sixty Seventh AGM held on September 29,2015.

The Company has received a letter from the statutory Auditors to the effect that the ratification of their re-appointment, if made at the forthcoming Sixty Eighth AGM, would be in accordance with the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not otherwise disqualified.

AUDITORSâ REPORT

The Notes on Financial Statements of the Company referred to in the Auditors'' Report are self-explanatory and do not call for any further comments by the Board .The Auditors'' Report does not contain any qualification , reservation or adverse remark

BRANCH AUDITORS

M/S Jain Shrimal & Co., Chartered Accountants, (FRN 001704C), Branch Auditors of the Company were re-appointed Branch Auditors to hold office from the conclusion of Sixty Sixth Annual General Meeting (AGM) held on September 29, 2014 till the conclusion of the Sixty Ninth AGM to be held in 2017 subject to ratification by the Members at the Sixty Seventh and Sixty Eighth AGM of the Company. Accordingly, the Notice convening the ensuing Sixty Eighth AGM includes a Resolution seeking such ratification by the Members of the said re-appointment of the Branch Auditors. Their said re-appointment, however, were ratified by the Members at the Sixty Seventh AGM held on September 29, 2015.

The Company has received a letter from the Branch Auditors to the effect that the ratification of their re-appointment, if made at the forthcoming Sixty Eighth AGM, would be in accordance with the limits prescribed under Section 141 (3)(g) of the Companies Act, 2013 and that they are not otherwise disqualified.

INTERNAL AUDITORS

The Board has re-appointed , on the recommendation of the Audit Committee, M/s K.S. Bothra & Co, Chartered Accountants (FRN 304084E) as Internal Auditors of the Company to conduct Internal Audit of the functions and activities of the Company for the Financial Year 2016-2017.

COST AUDITORS

Company for the Financial Year 2016-2017, subject to ratification of their remuneration as approved by the Board, on the recommendation of the Audit Committee , by the Members of the Company in its ensuing Annual General Meeting .

SECRETARIAL AUDITOR

The Secretarial Audit Report for the Financial Year ended March 31, 2016 in the prescribed Form No MR3 is annexed herewith pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 marked as Annexure âFâ to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED.

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

The Company has not made any investment during the year under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of all contracts/ arrangements/transactions entered into by the Company during the Financial Year with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act ,2013 are given in Form AOC 2 as prescribed in Rule 8(2) of the Companies (Accounts) Rules, 2014 annexed herewith and marked as Annexure âGâ. During the year the Company has not entered into any contract/ arrangement/transaction with any related parties which could be considered material in accordance with the Policy of the Company on materiality of the related party transactions.

The Policies on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s Website at the link www.rtspower.com

Your Directors draw attention of the Members to Note No 36 to the Financial Statements which sets out related party disclosures.

SUBSIDIARIES (i) Blue Nile Projects Limited, Hong Kong

As reported in the Company''s last Annual Report 2014-2015 Blue Nile Projects Limited, Hong Kong has ceased to be a Subsidiary of your Company on July 27, 2015.

During the Financial Year 2015-16 this erstwhile Subsidiary Company of your Company, basically being a trading company , incorporated for the purpose of establishing Projects outside India, has incurred a loss of Rs 2,17,600/- (U.S.$ 3400 ) upto July 27, 2015 which has been taken into account for the purpose of consolidation with Standalone Accounts of your Company.

(ii) ABAY Energy Private Limited Company, Ethiopia

Similarly, as reported in the Company''s last Annual Report 2014-2015, ABAY Energy Private

Limited Company, Ethiopia has ceased to be the step-down Subsidiary Company of your Company on July 27, 2015.

During the Financial Year 2015-16, this erstwhile step-down Subsidiary Company of your Company has made a profit of Rs 37,23,461/- (Birr 11,92,509 ) upto July 27, 2015 which has been taken into account for the purpose of consolidation with Standalone Accounts of your Company.

More details about performance and financial position of each of such two Subsidiaries upto July 27,2015 during the Financial Year 2015-2016 as required under the Companies Act, 2013 have been given in Note No 39 to the Consolidated Financial Statements and hence not repeated here for the sake of brevity.

PARTICULARS OF EMPLOYEES

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

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

AUDIT COMMITTEE

As on the close of business on March 31, 2016 the Audit Committee comprises of two Non-Executive Independent Directors, Sri S. S. Jain and Sri Alok Kumar Banthia and one Executive Non-Independent Director, Sri R. Bhutoria, Vice Chairman & Whole-time Director of your Company. Sri S.S.Jain is the Chairman of the Committee, who also chaired the Annual General Meeting of your Company held on September 29, 2015. All the Members of the Committee are financially literate and have accounting or related financial management expertise.

The Company''s Accounts personnel and representatives of the statutory Auditors as well as Internal Auditors are permanent invitees in the Meetings of the Audit Committee. Mr. J. Biswas, Company Secretary acts as the Secretary of the Committee.

VIGIL MECHANISM

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

Details in this regard have been disclosed in the Company''s Website at the link: www.rtspower.com

RISK MANAGEMENT POLICY

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

ADEQUACY OF INTERNAL FINANACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India .

GENERAL

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

- Your Directors state that during the year under review, there was no case filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

APPRECIATION

Your Directors also wish to place on record their deep sense of appreciation for the sincere and devoted services that the Executives, Staffs and Workers at all levels have rendered to your Company.

Registered Office : For and on behalf of the Board of Directors 56, Netaji Subhas Road

Kolkata - 700001 S. S. JAIN

Dated : 12th August, 2016 Chairman

Mar 31, 2015

Dear Shareholders,

The Directors have the pleasure in presenting their 67th Annual Report on the business and operations of your Company and the audited Financial Statements of your Company for the year ended March 31, 2015:

FINANCIAL RESULTS (InLacs) 2014-2015 2013-2014

Total Income 17214.68 14290.19

Total Expenditure 17071.03 14275.49

143.65 14.70

Less:

Non-recurring Item-adjustment under 18.82 0.00 transitional provisions for Depreciation

Profit /(Loss) Before Tax 124.83 14.70

Less :

Current Tax 25.00 2.80

Deferred Tax 37.12 62.12 0.09 2.89

Profit /(Loss) After Tax 62.71 11.81

Add: Profit Brought Forward 936.49 924.68

Balance Carried to Reserves & Surplus 999.20 936.49

DIVIDEND

The Board of Directors has proposed to retain the meagre amount of profit of Rs. 62.71 lacs in Reserves and Surplus for expansion and further growth of the Company and therefore, has not recommended payment of any Dividend.

STATE OF THE COMPANY'S AFFAIRS

OPERATIONAL REVIEW

During the year under review , the Company's revenue from operations increased by 20% over last year to reach Rs. 170.85 crores. Including other income, total revenue grew by 20% from Rs. 142.90 Crores in 2013-2014 to Rs. 172.15 Crores in 2014-2015 ,amidst keen competition.

This year your Company has earned a Profit Before Tax of Rs. 125 Lacs as against Rs. 15 Lacs of last year, representing an increase of 733% over last year , inspite of continuous abnormal price hike of the major raw materials and cut throat competitive selling prices. Considering all these, your Company has achieved better results this year compared to last year. The Profit After Tax this year, however, comes to Rs 63 Lacs only.

Delayed payments by customers have resulted in increased borrowings which has been necessary to maintain cash flow position of your Company. Consequently, Finance Costs comprising of interest expenses and other costs of borrowings has increased by Rs.1.63 Crores compared to last year. Had not such situation been arisen, your Company could have earned more profit.

Directors' Report

In order to meet the abovesaid situation, the Board of Directors of your Company have raised in the current Financial Year Rs.7.50 Crores by issuing 9% Non-cumulative Redeemable Preference Shares to Promoter Companies and by selling your Company's holding of 2,82,500 Equity Shares of USD 1 each in its Wholly-owned Subsidiary Company, Blue Nile Projects Limited at Hong Kong to Promoters entity at a consideration of Rs. 2.40 Crores approx., more details of which have been given separately in this Report. The funds so raised have since been utilized to repay your Company's Unsecured Loan with the object of reducing interest burden of your Company.

FUTURE OUTLOOK

Your Company's continued effort in achieving higher exports has yielded fruitful result. This year the Company's export sales has registered a growth of about 150% over last year with its increase from Rs.177 Lacs in 2013-2014 to Rs. 440 Lacs in 2014-2015. In 2013-2014 the increase in export front was 350% over 2012-2013. Your Company is putting much thrust on export Sales and expects further increase in export sales in coming years.

However, as in the past mushroom growth and unhealthy competition from various Transformer manufacturing Units in unorganized sector is posing problems to organized sector, like your Company, resulting in under utilization of production capacities, and therefore, the selling prices are under pressure, so as the margins.

ISSUE OF 9% NON-CUMULATIVE REDEEMABLE PREFERENCE SHARES ON PRIVATE PLACEMENT BASIS

In order to raise funds for repayment of unsecured loans and thus to reduce interest burden of your Company, 1,00,00,000 (One crore) 9% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each, aggregating to Rs.10,00,00,000/- (Rupees Ten crores) , has been offered, in cash at par, on private placement basis to promoter companies and LLP, which are redeemable at par within a period not exceeding twenty years. Prior consent of Members by passing a Special Resolution for such Offer has been obtained through Postal Ballot and e-voting organized by your Company in the months of May and June, 2015.

75,00,000 ( Seventy five lacs ) 9% Non-Cumulative Redeemable Preference Shares of Rs.10/- each, accepted out of such Offer and fully paid up in cash at par, has been allotted and issued by your Company in the month of July, 2015, by which an aggregate sum of Rs. 7,50,00,000/- (Rupees Seven Crore fifty lacs ) has been raised for the proposed objective of repayment of the Company's unsecured loans. Such Preference Shares will not be listed with any Stock Exchange.

INCREASE OF AUTHORISED SHARE CAPITAL

Your Company's Authorised Share Capital as at the close of the last Financial Year 2014-2015 was Rs.12,00,00,000/- (Rupees Twelve crores) divided into 1,20,00,000 (One core twenty lakh ) Equity Shares of Rs. 10/- each. In view of the Issue of 1,00,00,000 (One crore) 9% Non-Cumulative Redeemable Preference Shares of Rs.10/- each, aggregating to Rs.10,00,00,000/- (Rupees Ten crores) on private placement basis, as said above, the Authorised Share Capital of your Company has been increased during the current Financial Year 2015-2016 to Rs. 22,00,00,000/-(Rupees Twenty two crores only) divided into 1,20,00,000 (One crore twenty lakh) Equity Shares of Rs. 10/ -each and 1,00,00,000 (One crore) Redeemable Preference Shares of Rs. 10/-each. Consent to such increase of Authorised Share Capital along with the abovesaid Issue of Preference Shares has been given by Members on 8th June, 2015 through Postal Ballot and e-voting organized by your Company .

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

Your Company has achieved increased Export business and consequently, Foreign Exchange earnings (FOB) out of such Export business during this year was Rs. 440.24 Lacs (increase of almost 150% over last year). The Foreign Exchange outgo during this year was as follows:

Expenditure in Foreign Currency

Foreign Travelling Rs. 5.78 Lacs

Bank Charges Rs. 0.20 Lacs

Foreign Exchange fluctuations (on settlement of dues) Rs. 1.29 Lacs

Rs. 7.27 Lacs

CONSOLIDATED FINANCIAL STATEMENT

The consolidated Financial Statements of the Company and its Subsidiaries for the year ended 31st March, 2015, prepared in accordance with the provisions of Sub Section 3 of Section 129 of the Companies Act, 2013 (the Act) and the applicable Accounting Standards and the Listing Agreements with the Stock Exchanges and duly audited by M/s A C Bhuteria & Co., Chartered Accountants , Auditors of the Company form a part of this Annual Report. The said consolidated Financial Statements shall be laid before the Annual General Meeting of the Company while laying its own Financial Statements under Sub Section (2) of the said Section. A separate Statement containing the salient features of the Financial Statements of its Subsidiaries has been given in Note No 38 to the Consolidated Financial Statements pursuant to first proviso to Sub Section (3) of Section 129 read with Rule 5 of The Companies (Accounts) Rules, 2014. The Accounts of the Subsidiary Companies are also available on the Company's Website.

DIRECTORS

The Board of Directors of the Company consists of a balanced profile of Members specializing in different fields that enables it to address the various business needs of the Company, while placing very strong emphasis on corporate governance.

(a) Independent Directors

Your Company has at present three Independent Directors, namely, Sri Sardul Singh Jain (DIN 00013758), Sri Bachchraj Begwani (DIN 03157720) and Sri Alok Kumar Banthia (DIN 00528159) which meets the requirements of both the Companies Act, 2013 (the Act) and the Rules made thereunder as well as amended Clause 49 of the Listing Agreement. They are not liable to retire by rotation.

Sri Alok Kumar Banthia was appointed as an additional Director of your Company by the Board with effect from August 14,2014. Pursuant to Article 89 of the Articles of Association of the Company read with Section 161(1) of the Companies Act,2013 he was appointed as a Director of your Company by the Members at the Company's Annual General Meeting held last year i.e. on 29th September, 2014. He was also appointed Independent Director of the Company by the Members for a period of five consecutive years from the conclusion of the Company's said last Annual General Meeting. He is a Non-Executive /Independent Director of your Company, not liable to retire by rotation.

Your Company has received declarations from all the above mentioned Independent Directors confirming that they meet with the criteria of independence as prescribed both under Sub-Section(6) of Section 149 of the Act and under the amended Clause 49 of the Listing Agreement with the Stock Exchange.

(b) Retirement of Director by rotation

As per the provisions of Companies Act, 2013 and the Articles of Association of the Company Sri Ram Lal Saini (DIN 03534117), Director of your Company will retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

(c) Performance Evaluation and Familiarisation Programme for Directors

Your Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which also includes criteria for performance evaluation of the Independent Directors, Non-Executive Directors and Executive Directors, the proportional existence of three such categories of Directors in your Company also meets the requirement as prescribed both under the Act and the revised Clause 49 of the Listing Agreement. On the basis of such Policy a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. Criteria for performance evaluation of Independent Directors and other Non- Executive Directors has been given in the Corporate Governance Report annexed herewith.

Your Company has also made a programme for familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business models of the Company and related matters. However, out of the three Independent Directors of your Company, two Directors namely, Sri S. S. Jain and Sri B Begwani are for a very long time in your Company, and therefore, do not need as such any more familiarization programme . This is applicable to one Director only, namely Sri A K Banthia who was appointed last year and has completed such familiarization programme.

The details of the familiarization Programme has been disclosed on the Company's Website at the link www.rtspower.com .

The following Policies of the Company are attached herewith marked as Annexure C and Annexure D.

(i) Policy for selection of Directors and determining Directors' independence; and

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

(d) Number of Meetings of the Board

There has been 12 Nos. Meetings of the Board of Directors during the Financial Year 2014-2015. Dates of such Meetings and attendance position of Directors in such Meetings have been given separately in the Report on Corporate Governance attached herewith.

DIRECTORS ' RESPONSIBILITY STATEMENT

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

I. in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same;

II. 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 March 31,2015 and of the Profit of the Company for the year ended on that date;

III. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

V. 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

VI. 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.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance in format as prescribed in the revised Clause 49 of the Listing Agreement forms a part of the Annual Report of your Company and is being attached hereto, marked as Annexure A along with the Auditors' Certificate on its compliance. A Report on Management Discussion and Analysis as stipulated in the said revised Clause 49 is also attached herewith marked Annexure B.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Sections 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 .

LISTING

Equity Shares of your Company were listed with the Stock Exchanges at Kolkata and Mumbai. The Board of Directors in its Meeting held on January 22, 2015 decided to voluntarily delist the Equity Shares from The Calcutta Stock Exchange Limited (CSE) on account of the following reasons:

1. There is absolutely no trading of the Equity Shares of your Company at CSE in the past so many years , including last Financial Year, and therefore, continuation of listing with this Exchange does not provide any significant advantage to the Shareholders of the Company or investors at large. Moreover, Shareholders suggested delisting from CSE in a number of Annual General Meetings of the Company held in the past.

2. The Voluntary Delisting will reduce the paper work and related cost, as compliance with Listing Agreement with CSE will no longer be required.

With the extensive network of the Stock Exchange, Mumbai (BSE) and with the extensive network of BSE terminals to other cities as well, investors will continue to have access to online dealings in the Company's securities across the country. Furthermore, all the tradings in the Company's Equity Shares takes place on the BSE and the listing with CSE does not serve the desired purpose and it only adds additional cost to the Company in the form of Listing Fees and other compliance cost.

Finally, CSE have allowed delisting of your Company's Equity Shares on March 13, 2015.

The Equity Shares of your Company, however, continue to be listed on BSE.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, relevant dividend amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 29, 2014 (date of last Annual General Meeting) on the Company's Website (www.rtspower.com) and has also filed Form No 5 INV on December 8, 2014 with Registrar of Companies, West Bengal . Since the abovesaid last Annual General Meeting, the Company has also transferred unpaid and unclaimed Dividend amount in respect of Final Dividend 2006-2007 to the IEPF on December 9, 2014 and December 15, 2014 and filed Form No I with Registrar of Companies, West Bengal following such transfers.

EXTRACT OF ANNUAL RETURN

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

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS

M/s A .C. Bhuteria & Co, Chartered Accountants, statutory Auditors of the Company were re-appointed Auditors to hold office from the conclusion of Sixty Sixth Annual General Meeting (AGM) held on 29th September, 2014 till the conclusion of Sixty Ninth AGM to be held in 2017 subject to ratification by the Members at the Sixty Seventh and Sixty Eighth AGM of the Company. Accordingly, the Notice convening the ensuing Sixty Seventh AGM includes a Resolution seeking such ratification by the Members of the said re-appointment of the Auditors.

The Company has received a letter from the statutory Auditors to the effect that the ratification of their re- appointment, if made at the forthcoming AGM, would be in accordance with the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not otherwise disqualified.

AUDITORS' REPORT

The Notes on Financial Statements of the Company referred to in the Auditors' Report are self- explanatory and do not call for any further comments by the Board.The Auditors' Report does not contain any qualification, reservation or adverse remark.

BRANCH AUDITORS

M/S Jain Shrimal & Co., Chartered Accountants, Branch Auditors of the Company were re-appointed Branch Auditors to hold office from the conclusion of Sixty Sixth Annual General Meeting (AGM) held on 29th September, 2014 till the conclusion of the Sixty ninth AGM to be held in 2017 subject to ratification by the Members at the Sixty Seventh and Sixty Eighth AGM of the Company. Accordingly, the Notice convening the ensuing Sixty Seventh AGM includes a Resolution seeking such ratification by the Members of the said re-appointment of the Branch Auditors.

The Company has received a letter from the Branch Auditors to the effect that the ratification of their appointment, if made at the forthcoming AGM, would be in accordance with the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not otherwise disqualified.

COST AUDITORS

Cost Audit was introduced in your Company for the first time for the Financial Year 2012-2013 in pursuance of the Order No 52/26/CAB/2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, Cost Audit Branch, Government of India. M/s K. G. Goyal & Associates, Cost Accountants (Firm Registration No 000024), Jaipur, Rajasthan were appointed as Cost Auditors of the Company, with due approval of the Central Government, for conducting audit of cost records of your Company for the Financial Year 2012-2013.

They were also re-appointed as Cost Auditors of your Company for the Financial Year 2013-2014 with the due approval of the Central Government.

In view of Press Release and Notification, both dated June 30, 2014, issued by the Ministry of Corporate Affairs , maintenance of cost records and audit thereof was made no more necessary for your Company effective from April1,2014. Accordingly, no Cost Auditor was appointed by your Company for the Financial Year 2014-2015 in terms of Section 148 of the Companies Act,2013, the Companies (Audit and Auditors)Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014.

Ministry of Corporate Affairs vide their Notification dated 31st December, 2014 has further amended the Companies (Cost Records and Audit) Rules, 2014 by introducing the Companies (Cost Records and Audit) Amendment Rules, 2014 by virtue of which audit of cost records of your Company has again been re-introduced and made compulsory from the Financial Year 2015-2016 and onwards. Accordingly, the Board of Directors of your Company in its Meeting held on June 27, 2015 has appointed M/s K.G.Goyal & Associates as Cost Auditors of your Company, with due information to the Central Government by way of filing the prescribed Form No CRA2 on July1,2015, for conducting audit of cost records of your Company for the Financial Year 2015-2016.

SECRETARIAL AUDITOR

The Board has appointed Sri Manoj Prasad Shaw, Proprietor of M/s Manoj Shaw & Co., Practicing Company Secretary (FCS No 5517 C.P. No 4194) to conduct Secretarial Audit for the Financial Year 2014-2015.

The Secretarial Audit Report for the Financial Year ended March 31, 2015 in the prescribed Form No MR3 is annexed herewith pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 marked as Annexure F to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. However, the observation made by the Secretarial Auditor with regard to compliance of Clause 41 (vi)(b)(iii) of the Listing Aggreement has been noted by the Board and will be taken care of in future.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED.

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

However, the Company has made further investments of Rs.19,90,018/- (U,S.$ 32,390) on 21st April , 2014 for subscribing 32,500 Shares of U.S.$ 1 each in its Wholly owned Subsidiary, Blue Nile Projects Limited, Hong Kong .

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of all contracts/ arrangements/transactions entered into by the Company during the Financial Year with related parties referred to in Sub-Section (1) of Section188 of the Companies Act ,2013 are given in Form AOC 2 as prescribed in Rule 8(2) of the Companies (Accounts) Rules, 2014 annexed herewith and marked as Annexure G During the year the Company has not entered into any contract/ arrangement/transaction with any related parties which could be considered material in accordance with the Policy of the Company on materiality of the related party transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's Website at the link www.rtspower.com

Your Directors draw attention to the Members to Note 35(vi) to the Financial Statements which sets out related party disclosures.

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

SUBSIDIARIES

(I) Blue Nile Projects Limited, Hong Kong

As approved by the Shareholders in the last Annual General Meeting of the Company held on September 29, 2014 by passing a Special Resolution under Section 188 of the Companies Act ,2013 your Company has sold its wholly-owned Subsidiary Company, Blue Nile Projects Limited at Hong Kong to one of its Group entity on July 27, 2015 and the sale proceeds have been utilized to reduce the Company's borrowings with the object to reduce its interest burden.

Thus, Blue Nile Projects Limited has ceased to be a Subsidiary of your Company with effect from the said date.

During the Financial Year 2014-15 this erstwhile Subsidiary Company of your Company, basically being a trading company , incorporated for the purpose of establishing Projects outside India, has incurred a loss of Rs. 3,28,097/- (U.S.$ 5242 ) which has been taken into account for the purpose of consolidation with Standalone Accounts of your Company.

(ii) ABAY Energy Private Limited Company, Ethiopia

ABAY Energy Private Limited Company was a step-down Subsidiary of your Company at Ethiopia engaged in the manufacturing and repairing of Transformers catering to the African market.

Almost 99% of its Paid up Share Capital was held by Blue Nile Projects Limited, Hong Kong. With the disposal of Blue Nile Projects Limited by your Company as said above on July 27, 2015 ABAY Energy Private Limited Company, Ethiopia has ceased to be the step-down Subsidiary Company of your Company with effect from the said date.

Presently, this Company imports in Ethiopia raw materials/parts/spares/semi-finished goods from your Company in India and manufactures and repairs Transformers there for sale in African market.

During the Financial Year 2014-15, this erstwhile step-down Subsidiary Company of your Company has made a profit of Rs. 66,01,098/- (Birr 21,49,391) which has been taken into account for the purpose of consolidation with Standalone Accounts of your Company.

More details about performance and financial position of each of such two Subsidiaries as per the Companies Act, 2013 have been given in Note No 38 to the Consolidated Financial Statements and hence not repeated here for the sake of brevity.

PARTICULARS OF EMPLOYEES

There is no such employee in the Company as to whose name and other particulars are to be given pursuant to Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules).

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Rules are provided in Annexure H.

APPOINTMENT OF CHIEF FINANCIAL OFFICER

Sri Mukesh Jain, General Manager has been working in the Company for a long time and is well conversant with the Company's all finance, commercial and accounts function and was looking after materials management and administration at the Company's Jaipur Office.

Sri Jain has already been discharging as Chief Financial Officer(CFO) since the year 2005 the responsibility of certifying the Financial Statements and the Cash Flow Statements of the Company in every Financial Year along with Sri Abhay Bhutoria, the Managing Director, (CEO) as required under Clause 49 of the Listing Agreement under SEBI Guidelines.

The Board of Directors of your Company in its Meeting held on January 22, 2015 has assigned him further the responsibility of discharging the functions of Chief Financial Officer of the Company with effect from February 1, 2015 in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as one of the Company's Key Managerial Personnel, in addition to his existing responsibilities.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors , constituted in terms of the revised Clause 49 III (A) to (E) of Listing Agreements with the Stock Exchange and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, has been functioning in your Company for a long time.

As on the close of business on March 31,2015 the Audit Committee comprises of three Non-Executive Independent Directors, Sri S. S. Jain, Sri Alok Kumar Banthia and Sri Bachhraj Begwani and one Executive Non-Independent Director, Sri R. Bhutoria, Vice Chairman & Whole-time Director of the Company. Sri S.S.Jain is the Chairman of the Committee, who also chaired the Annual General Meeting of the Company held on September 29, 2014. All the Members of the Committee are financially literate and have accounting or related financial management expertise.

The Company's Accounts personnel and representatives of the statutory Auditors as well as Internal Auditors are permanent invitees to the Audit Committee. Mr. J. Biswas, Company Secretary acts as the Secretary of the Committee.

VIGIL MECHANISM

A Vigil Mechanism, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement, has been established for Directors, Employees and Stakeholders to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy or grievances in accordance with the provisions contained in Section 177 of the Companies Act, 2013 read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and the revised Clause 49 (II) (F) (Corporate Governance) of the Listing Agreement with the Stock Exchange. Such Vigil Mechanism provides for adequate safeguards against victimization of Directors, Employees and Stakeholders who avail of the Vigil Mechanism and also provides for the direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

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

Further details in this regard have been disclosed in the Company's Website at the link: www.rtspower. com

RISK MANAGEMENT POLICY

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

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

ADEQUACY OF INTERNAL FINANACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year such controls were tested and no reportable material weakness in the design or operation were observed.

GENERAL

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

- Your Directors state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION

Your Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-operation received from Banks, State Electricity Boards, Government and Semi Government Authorities, Power Utilities, other customers, vendors and Shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the sincere and devoted services that the Executives, Staffs and Workers at all levels have rendered to your Company.

Registered Office : For and on behalf of the Board of Directors 56, Netaji Subhas Road Kolkata - 700001 S. S. JAIN Dated : 14th August, 2015 Chairman

Mar 31, 2014

Dear Members,

The Board commends the Special Resolution set out at Item No 11 of the Notice for approval by the Shareholders.

Dear Shareholders,

Your Directors have the pleasure in presenting their 66th Annual Report on the business and operations of your Company and the audited Financial Statements of your Company for the year ended March 31, 2014 :

FINANCIAL RESULTS ( Rs In Lacs) 2013-2014 2012-2013

Total Income 14290.19 10292.89

Total Expenditure 14275.49 10600.52

Profit /(Loss) Before Tax 14.70 (307.63)

Less :

Current Tax 2.80 -

Deferred Tax 0.09 2.89 (97.93) (97.93)

Profit /(Loss) After Tax 11.81 (209.70)

Add : Profit Brought Forward 924.68 1134.38

Balance Carried to Reserves & Surplus 936.49 924.68

DIVIDEND

The Board of Directors has not recommended payment of any Dividend for the Financial Year 2013- 2014 in view of a very small amount of Profit and also considering overall future business prospect of the Company.

OPERATIONAL REVIEW

The total Revenue from Operations of your Company showed a significant improvement during the year. The total Revenue from Operations during the year was Rs. 142.90 Crores compared to Rs. 102.93 Crores during the previous year. This is an improvement by about 39% amidst keen competition. Sale of Transformers and Cables & Conductors increased by almost 29% and 100 % respectively over that of last year.

This year your Company has made a marginal Profit Before Tax of Rs. 14.70 Lakhs as against a Loss of Rs. 3.07 Crores in last year inspite of continuous abnormal price hike of the major raw materials and cut throat competition resulting in lower selling prices. Your company, thus, has achieved better results this year despite all odds and adverse economic scenario.

However, the profitability achieved is disproportionately low considering the substantial increase in Revenue from Operations because of factors like lower selling prices, so also the margins and abnormal delay in payments by the Company''s Customers resulting in increase in Debtors from Rs. 67 crores in last year to Rs. 87 Crores approximately this year ( an increase by about Rs. 20 crores) .

Your Company could have saved the Interest Expenses on Bank Borrowings of an equivalent amount of Rs. 20 Crores as said above had the Company''s Customers paid such amount in time. By this, the Profit of your Company would have increased by Rs. 2.60 crores, by saving alone the Bank Interest expenses on such overdue amount of Rs. 20 crores .

Your company''s entire manufacturing and repairing activities in Eastern India are being carried out in Dhulagori Factory and further expansion is going on there on a continuous basis.

FUTURE OUTLOOK

Your Company has been continuously exploring the possibility to develop Export market .Its continued effort in this regard was fruitful last year when it achieved an Export turnover of Rs. 39 Lakhs to start with . This year your Company has made an Export Sales of about Rs. 177 Lakhs , an increase of more than 350% over last year. Your Company expects further increase in Export Sales in coming years.

However, mushroom growth and unhealthy competition from various Transformer manufacturing Units in unorganized Sector is posing problems to organized Sector,like your Company, resulting in under utilization of production capacities and therefore, the selling prices are under pressure , so as the margins.

Your Company expects that sale of transformers to EPC/ Turnkey Contractors may increase this year and there may be a slight improvement in payment position by Customer in the current year over last year.

ENERGY CONSERVATION,TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Monitoring and control of consumption of sources of energy like power, oil, etc. continued to be a priority area of your Company. Energy conservation procedures also form an important part of your Company''s operational practices.

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

Your Company has achieved increased Export business and Foreign Exchange earnings (FOB) during this year was Rs. 177.15 Lacs (increase of more than 350% over last year) . The Foreign Exchange outgo during this year was as follows:

1. Value of Imports calculated on CIF basis -

Raw Materials Rs. 46.31 Lacs

2. Expenditure in Foreign Currency

Foreign Travelling Rs. 6.60 Lacs

SUBSIDIARY

The Company has a Wholly-owned Subsidiary Company, Blue Nile Projects Limited at Hong Kong. For the Financial Year ended on March 31, 2014, being the first year of its operation, the Subsidiary Company has incurred a Loss of Rs. 4,16,067/- ( U.S $ 6,941).

CONSOLIDATED FINANCIAL STATEMENT

In terms of the General Circular issued by the Ministry of Corporate Affairs , Government of India under Section 212(8) of the Companies Act, 1956 the Accounts of the abovesaid Subsidiary Company for the Financial Year 2013-2014 and the related detailed information will be made available to the Company''s and its Subsidiary Company''s Members seeking such information at any point of time and are not attached. However, financial information of the Subsidiary Company is disclosed in this Annual Report in compliance with the said Circular. Copies of the Annual Accounts of the Subsidiary Company will also be kept open for inspection by any Member at the Registered Office of the Company and of the Subsidiary Company. The Company shall also furnish a hard copy of the Accounts of the Subsidiary to any Member on demand. The consolidated Financial Statements of the Company and its Subsidiary, prepared in accordance with the applicable Accounting Standards and the Listing Agreements with the

Stock Exchanges and duly audited by M/s A C Bhuteria & Co., Chartered Accountants , Auditors of the Company form a part of this Annual Report. The Accounts of the Subsidiary Company are also available on the Company''s Website.

DIRECTORS

The Board of Directors consists of a balanced profile of Members specializing in different fields that enables it to address the various business needs of the Company, while placing very strong emphasis on corporate governance.

(a) Existing Independent Directors

The Companies Act 2013 provides for the first time appointment of Independent Directors. Sri Sardul Singh Jain (DIN 00013732) and Sri Bachhraj Begwani (DIN 03157720) , both being Non Executive Directors of the Company, have also been acting as Independent Directors of your Company under Clause 49 of the Listing Agreement and have held the positions as such for more than 10 (ten) years and almost 4(four) years respectively as on April 1,2014.

The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing Agreement inter alia stipulating the conditions for the appointment of Independent Directors by a listed Company. The Companies Act 2013 also stipulates almost the same conditions.

It is proposed to appoint Sri Sardul Singh Jain and Sri Bachhraj Begwani as Independent Directors under Section 149 of the Act and the amended Clause 49 of the Listing Agreement to hold office for a 5 (five) years term each.

The Company has received requisite separate Notices in writing from two Members along with the deposit of requisite amount under Section 160 of the Act proposing the candidatures of each of Sri Sardul Singh Jain and Sri Bachhraj Begwani for the offices of Independent Directors of the Company.

In the opinion of the Board , both Sri Jain and Sri Begwani possess appropriate skill, experience and knowledge in their respective fields of specialization in Law, Finance, Management and Taxation.

(b) New Independent Director

Your Company needs one more Independent Director to comply with the Act read with the Rules made thereunder and the amended Clause 49 . Accordingly, the Board of Directors of the Company appointed in its Meeting held on August 14, 2014 Sri Alok Kumar Banthia (DIN 00528159) as an additional Director designated as an Independent Director with effect from the said date and he shall hold office up to the date of the ensuing Annual General Meeting pursuant to the provisions of Section 161(1) of the Act and Article 89 of the Articles of Association of the Company. The Company has received requisite Notice in writing from a Member proposing Sri Alok Kumar Banthia for appointment as an Independent Director.

In the opinion of the Board Sri Alok Kumar Banthia possesses appropriate skill, experience and knowledge to be an Independent Director of the Company.

It is proposed to appoint Sri Alok Kumar Banthia as Independent Director under Section 149 of the Act and the amended Clause 49 of the Listing Agreement to hold office for an initial period of 5(five) years term from the conclusion of the Company''s ensuing Annual General Meeting .

In the opinion of the Board both the existing Independent Directors , namely Sri Sardul Singh Jain and Sri Bachhraj Begwani and the proposed Independent Director, namely Sri Alok Kumar Banthia fulfill the conditions for appointment as independent Directors as specified in the Act and the Rules made thereunder and the amended Clause 49 and all of them are independent of the Management of the Company and will not be liable to retire by rotation.

The Company has received declarations from all the above mentioned existing and the proposed Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Sub-Section (6) of Section 149 of the Act and under the amended Clause 49 of the Listing Agreement with the Stock Exchanges.

(c ) Woman Director

The Companies Act, 2013 has also introduced for the first time appointment of at least one Woman Director by Listed Companies and certain class of companies. Accordingly, the Board of Directors of your Company in its Meeting held on February 14, 2014 has appointed Smt Rachna Bhutoria (DIN 0977628) as an additional Director designated as Director with effect from the said date pursuant to the provisions of Section 161(1) of the Act and Article 89 of the Articles of Association of the Company. She will hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite Notice in writing from a Member proposing Smt Rachna Bhutoria for appointment as Director.

(d) Retirement of Director by rotation

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

(e) Resignation of Director

Sri Loon Karan Patawari (DIN 00013758) , Independent Director of your Company resigned with effect from the close of business on March 31,2014 due to his old age and ill health.

Your Directors place on record their appreciation of the valuable contribution made by him and services received from him during his long tenure of office as a Director of your Company.

DIRECTORS '' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and, based upon representations from the Management, the Board ,to the best of its knowledge and belief, confirms that :

I. in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

II. 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 March 31,2014 and of the Profit of the Company for the year ended on that date;

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

IV. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis , and

V. the Managing Director and the Chief Financial Officer of the Company have furnished the necessary certification to the Board on these Financial Statements as required under Clause 49 of the Listing Agreements with the Stock Exchanges where the Equity Shares of the Company are Listed.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance in format as prescribed in the Listing Agreements with

the Stock Exchanges forms a part of the Annual Report of your Company and is being attached hereto, along with the Auditors'' Certificate on its compliance. A Report on Management Discussion and Analysis is also attached herewith.

PUBLIC DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

LISTING

Your Company''s Shares continue to be listed on Calcutta and Bombay Stock Exchanges. Annual Listing Fees of both Bombay Stock Exchange and Calcutta Stock Exchange have been paid upto the year 2014-2015.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are to be given pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 27, 2013 (date of last Annual General Meeting) on the Company''s Website (www.rtspower.com) and has also filed Form No 5 INV on December 13, 2013 with Registrar of Companies, West Bengal . Since the abovesaid last Annual General Meeting , the Company has also transferred unpaid and unclaimed Dividend in respect of Final Dividend 2005-2006 and Interim Dividend 2006-2007 to the Investor Education and Protection Fund on October 25, 2013 and May 4, 2014 respectively and filed Form Nos I with Registrar of Companies, West Bengal following such transfers.

AUDITORS AND AUDITORS'' REPORT

M/s. A.C.Bhuteria & Co.,Chartered Accountants, (Firm Registration No 303105E), Auditors of the Company, retire at the forthcoming Annual General Meeting. They , being eligible and qualified to be re-appointed , have offered themselves for re-appointment from the conclusion of the sixty-sixth Annual General Meeting till the conclusion of sixty-ninth Annual General Meeting as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Notes on Financial Statements of the Company referred to in the Auditors'' Report are selfÂ explanatory and do not call for any further comments by the Board.

The Auditors'' remarks mentioned in " Other Matter Paragraph " in their Report in respect of Consolidated Financial Statements having been prepared on the basis of unaudited Financial Statements of the Company''s Subsidiary , Blue Nile Projects Limited , Hong Kong , the Board would mention that since the Company had to furnish both Standalone and Consolidated Financial Results to Stock Exchanges by May 30, 2014 as per the Listing Agreement, the Consolidated Financial Results were prepared and approved by the Board on May 30, 2014 on the basis of audited Financial Results of the Company and unaudited Financial Results of its Subsidiary.

The audited Financial Statements of the Subsidiary have since been received from Hong Kong having no difference between the audited Financial Statements and the unaudited Financial Statements based on which the Consolidated Financial Statements were so prepared as said above.

BRANCH AUDITORS

Your Company has Branch Offices and Units at Jaipur - Rajasthan, Barmer- Rajasthan, Agra. - U.P and Dhule- Maharashtra. M/s. Jain Shrimal & Co., Chartered Accountants, (Firm Registration No FRN 001704C) Jaipur, Rajasthan were appointed as the Branch Auditors for the Financial Year 2013-2014.

They have given a Certificate confirming that they are duly qualified and eligible to be re-appointed as per the provisions of Section 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit & Auditors) Rules, 2014 and have offered themselves for re-appointment .

It is proposed to re-appoint M/s. Jain Shrimal & Co., Chartered Accountants, as Branch Auditors for the Jaipur, Barmer, Agra and Dhule Branch Offices and Units from the conclusion of Sixty Sixth Annual General Meeting (AGM) to Sixty Ninth AGM of the Company as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

COST AUDITORS

The Company appointed M/S K.G.Goyal & Associates, Cost Accountants, Jaipur, Rajasthan as Cost Auditors of the Company for conducting the audit of cost records of the Company for the Financial Year 2013-14 in pursuance of the Order No 52/26/CAB/2010 dated January 24, 2012 issued by the Ministry of Corporate Affairs, Cost Audit Branch .

They have submitted their Cost Audit Report for the Financial Year 2012-2013 on November 22, 2013 which has been filed in Form 1-XBRL with the Ministry of Corporate Affairs on December 12, 2013.

In view of the Press Release and Notification, both dated June 30, 2014, issued by the Ministry of Corporate Affairs ,New Delhi , maintenance of cost records and audit thereof is no more necessary for your Company effective from April 1, 2014. Accordingly, no Cost Auditor has been appointed by your Company for the Financial Year 2014-2015 in terms of Section 148 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014 and the Companies (cost records and audit) Rules, 2014.

APPRECIATION

Your Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-operation received from Banks, State Electricity Boards, Government and Semi Government Authorities, Power Utilities, other customers and Shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the sincere and devoted services that the Executives, Staffs and Workers at all levels have rendered to your Company.

Registered Office : For and on behalf of the Board of Directors 56, Netaji Subhas Road Kolkata - 700001 Dated : 14th August, 2014 S. S. JAIN Chairman

Mar 31, 2010

The Directors have the pleasure in presenting their 62nd Annual Report on the business and operations of your Company and the audited Statement of Accounts of your Company for the year ended 31 st March, 2010:

Financial Results (Rs. in Lacs)

2009-2010 2008-2009

Total Income 10332.54 11673.41

Total Expenditure 10106.82 - 11362.48

Profit before Tax 225.72 310.93

Less :-Provision for Current Tax 52.00 122.88

- Deferred Tax Charged / (Credit) 22.77 (9.00)

- Fringe Benefit Tax - 74.77 4.88 118.76

Prof it after Tax 150.95 192.17

Add: Profit Brought Forward 769.51 619.39

920.46 811.56

Less : - Proposed Dividend 35.94 35.94

- Corporate Dividend Tax 5.97 41.91 6.11 42.05

Balance Carried to the Balance Sheet 878.55 769.51

DIVIDEND

Considering the overall performance of your Company and taking a positive future outlook, the Board is pleased to recommend payment of a Dividend for the year ended on 31 st March, 2010 @ 5 % or Re.0.50 per Equity Share of Rs 10/- each fully paid up as on that date, which, if approved at the forthcoming Annual General Meeting, will be paid to those Shareholders whose names appear on the Register of Members of the Company, or, appear as beneficial owners as per particulars to be furnished by the Depositories, viz. National Securities Depository Limited and Central Depository Services (India) Limited, at the close of business on 23rd September, 2010. The Dividend will be Tax-free in the hands of the Shareholders, but shall be subject to Tax thereon payable by the Company.

OPERATIONAL REVIEW

Your Company has achieved this year a gross sales of Rs. 101.43 Crores as compared to Rs. 123.36 Crores in the previous year amidst stiff competition. Deferment in taking deliveries and delay in inspection on the part of the customers and Electricity companies in particular has resulted in such lower turnover. As a result, the Profit Before Tax of Rs. 2.26 Crores in this year is less than that of Rs. 3.11 Crores in the last year. Although sale of Transformers and accessories (8151 Nos.) are higher this year compared to that of the last year(6692 Nos.), but in view of cut -throat competition resulting in lower selling prices so also the margins, your Company could perform as above despite all odds .

The Cable and Conductor Unit is looking up and your Company is penetrating into new customer base with the target to achieve higher sales in this segment. Your Company is increasing its capacity for manufacture of Dry Type Transformers at its newly built-up Dhulagori Factory. Further expansion of Dhulagori Factory is under process and during the year under review Rs 19.16 lacs has been spent for acquisition of further Assets and Rs 65.12 lacs has been spent for expansion of Building there. The source of finance for such expenditure is partly from internal accruals and partly by way of borrowings.

FUTURE OUTLOOK

The Ministry of Power has set a goal of providing power to the entire country by 2012. It aims to provide reliable and quality power for Indias entire population at an optimum cost. To achieve this, the Ministry has formulated numerous strategies, such as the power generation strategy, the transmission and distri- bution strategy and the regulation strategy. The 11th Five Year Plan has set a goal to electrify 115000 villages and 23.4 million households. In order to meet its aim of providing electricity to everyone by 2012, an estimated investment of $150 billion will be required to meet the electricity installed capacity expansion plans as well as to build a robust transmission and distribution network.

Your Company with technical expertise and various manufacturing set-ups will be in a position to take share of such future growth and prosperity in Power Sector in our country.

According to ITMA (Indian Transformer Manufacturers Association), the Ministry of Power has revised generation capacity addition from 78,000 MW to 90,000 MW in the 11th Plan period entailing 1,50,000 MVA transformation capacity per year requiring supply of Transformers & its Accessories, Laminations & Stampings, Switchgear & Control Gears, Insulating materials, Insulators, Winding Wires, Conductors & Accessories, Instruments, measuring, Indicating & Testing Equipments, Cables & Accessories, Capacitors, Transmission Line Towers, Switch-Yard & Substation Equipments and Software Services to the Power Sector.

IEEMA (Indian Electrical and Electronics Manufacturers Association) says the Transformer Industry in India has been in the forefront for over 50 years and has a well matured technology base upto 800KV class. Keeping pace with the developments the world over, it has attained the status of world class over the period.

In the global market, performance of the Indian product is acknowledged as technically at par with the leading international companies. Looking at the present state of Transformer Industry in India, it can be seen that implementation of Accelerated Power Development Reform Programme (APDRP) and introduction of Accelerated Rural Electrification Programme (AREP) are contributory to the increased business potential for the Industry.

All these should translate a growing demand for Power and Distribution Transformers, Cables and Conductors in the market which your Company has been serving.

Your Company is planning to venture into HT Power Cable Project The feasibility study of this Project is being conducted. Your Company is also exploring the possibility to develop export market by setting up Transformer Factories abroad , various options for which are being weighed. In addition to its existing Wind Mill at Dhule , Maharashtra , your Company has also set up another Wind Mill at Barmer, Rajasthan.

PREFERENTIAL ISSUE OF SHARES

For meeting additional fund requirements of your Company, your Board of Directors in its Meeting held on 30th August, 2010, subject to the approval by the Company in the ensuing Annual General Meeting and requisite statutory approvals, has proposed to offer for subscription by way of preferential allotment 6,00,000 Nos. Equity Shares of Rs.10/- each of the Company for cash, at a price not lower than Rs. 58/- per Equity Share to the Company of the Promoters Group and other Independent Investor, for an aggregate value not lower than Rs. 3,48,00,000/- (Rupees Three Crores forty eight lakhs only ).

CORPORATE GOVERNANCE

A separate Report on Corporate Governance in format as prescribed in the Listing Agreement forms a part of the Annual Report of your Company and is being attached hereto, along with the Auditors Certificate on its compliance. A Report on Management Discussion and Analysis is also attached herewith.

PUBLIC DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are to be given pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The monitoring and control of consumption of sources of energy like power, oil etc. continued to be a priority area of your Company. Energy conservation procedures also form an important part of your Companys operational practices.

Your Directors have nothing to report in the matter of Technology absorption

Your Company has no export business and Foreign Exchange earnings during this year. The Foreign Exchange outgo during this year was as follows :

1. Value of Imports calculated on CIF basis -

Raw Materials Rs. 297.92 lacs

Stores & Spare Parts Rs. 3.19 lacs

2. Expenditure in Foreign Currency -

Foreign Travelling Rs. 0.70 lacs

Professional Fees Rs. 0.48 lacs

LISTING

Your Companys Shares continue to be listed on Calcutta and Bombay Stock Exchanges. Annual Listing Fees of both Bombay Stock Exchange and Calcutta Stock Exchange have been paid upto the year 2010- 2011.

DIRECTORS

Sri Sardul Singh Jain, Director of the Company will retire by rotation and being eligible, offers himself for re-appointment.

Sri Bachhraj Begwani has been appointed as an Additional Director of the Company by the Board of Directors of the Company with effect from 30th April, 2010. Pursuant to Article 89 of the Articles of Association of the Company read with Section 260 of the Companies Act, 1956 he will be eligible for appointment as Director of the Company by the Members at the Companys ensuing Annual General Meeting.

Sri Rajendra Bhutoria was appointed as the Whole-time Director of the Company for a period of 5 (five) years with effect from 1st April, 2007 mainly to manage and control function of Head Office and Eastern India operations of the Company under the superintendence control and direction of the Board of Directors of the Company and the terms of his appointment, including his remuneration, are recorded in his Agreement dated 15th May, 2007 with the Company.

His appointment and remuneration as Whole-time Director were approved by the Members at the Annual General Meeting of the Company held on 28th September, 2007.

Since Sri Rajendra Bhutorias appointment Eastern India operations of the Company has increased substantially which is largely attributable to his competence and to the sustained efforts that he has been making as Whole-time Director of the Company.

In view of Sri Rajendra Bhutorias performance and capabilities the Remuneration Committee of the Board of Directors of the Company at its Meeting held on 20th August, 2010 and the Board at its Meeting held on 30th August, 2010 approved an increase/revision in the remuneration of Sri Rajendra Bhutoria with effect from 1 st April, 2010 in the manner and to the extent set out in the draft Supplemental Agreement to be entered into between the Company and Sri Rajendra Bhutoria.

His previous remuneration and the increased/revised remuneration with effect from 1st April, 2010 both have been given in detail in the Explanatory Statement attached to the convening Notice of the ensuing Annual General Meeting.

The increase/revision in Sri Rajendra Bhutorias remuneration requires the approval of the Members of the Company in General Meeting in terms of Section II of Part II and Paragraph 1 of Part III of Schedule XIII to the Companies Act, 1956 (the Act) read with Section 310 of the Act and the payment to him of his remuneration so increased/revised also requires the approval of the Members of the Company in*General Meeting under Section 309 of the Act, which will be sought for in the ensuing Annual General Meeting of the Company.

Sri Abhay Bhutoria was re-appointed as the Managing Director of the Company for a period of 5 (five) years with effect from 1 st December, 2005 after expiry of his earlier term of five years on 30th November, 2005 and his re-appointment and remuneration were approved by the Members at the Annual General Meeting of the Company held on 10th September, 2005. His present term as the Managing Director of the Company, therefore, will expire on 30th November, 2010.

Sri Abhay Bhutoria was appointed as the Managing Director of the Company for the first time from 1st December, 1995. Since Sri Bhutorias last re-appointment as the Managing Director of the Company with effect from 1st December, 2005 there has been tremendous growth in the business of the Company (the Companys Sales having been increased almost double during the last five Financial Years ended on 31 st March, 2010) mainly because of his competence and successful effort in this regard.

In appreciation of the commendable work done by Sri Abhay Bhutoria as the Managing Director of the Company which is reflected in the performance and results of the Company during the last five years the Remuneration Committee of the Board of Directors of the Company at its Meeting held on 20th August, 2010 and the Board of Directors of the Company at its Meeting held on 30th August, 2010 have re- appointed, subject to the approval of the Members of the Company in its ensuing Annual General Meeting, Sri Abhay Bhutoria as the Managing Director of the Company for a further period of 5 (five) years with effect from 1 st December, 2010 mainly to manage and control the operations of the Company in Northern and Western India under the superintendence, control and direction of the Board on account of his very rich experience in the same position for last 15 years in the Company.

His proposed principal terms of service and remuneration on such re-appointment with effect from 1st December, 2010 have been given in detail in the Explanatory Statement attached to the Notice convening the ensuing Annual General Meeting.

The re-appointment and remuneration of Sri Bhutoria as the Companys Managing Director require the approval of the Members of the Company in General Meeting by passing a Resolution in terms of Section II of Part II and Paragraph 1 of Part ill of Schedule XIII to the Act read with Section 311 of the Act and the remuneration payable to him also requires the approval of the Members of the Company in General Meeting under Section 309 of the Act, which will be sought for in the forthcoming Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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 at the end of the Financial Year and of the Profit of the Company for that period;

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

4. the Directors have prepared the Annual Accounts on a going concern basis; and

5. the Managing Director and the Chief Financial Officer of the Company have furnished the necessary certification to the Board on these Financial Statements as required under the revised Clause 49 of the Listing Agreements with the Stock Exchanges where the Equity Shares of the Company are Listed.

AUDITORS

M/s. A.C. Bhuteria & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and has been recommended by the Audit Committee of the Board of Directors for holding office till the conclusion of the next Annual General Meeting with a remuneration to be fixed by the aforesaid Committee in consultation with them.

BRANCH AUDITOR

Your Company has Branch Offices and Units at Jaipur-Rajasthan, Agra-U.P and Dhule-Maharashtra. M/s. N. C. Dhadda & Co., Chartered Accountants, were appointed the Branch Auditors for the Financial Year 2009-2010. It is proposed to re-appoint M/s. N. C. Dhadda & Co., Chartered Accountants, as Branch Auditors for the Jaipur, Barmer, Agra and Dhule Branch Offices and Units for the Financial Year 2010- 2011 at a remuneration to be fixed by the Audit Committee of the Board of Directors in consultation with them.

APPRECIATION

Your Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-operation received from Banks, State Electricity Boards, Government and Semi Government Authorities, Power Utilities, other customers and Shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the sincere and devoted services that the Executives, Staffs and Workers at all levels have rendered to your Company.

For and on behalf of the Board of Directors

S. S. Jain

Chairman

Registered office :

56, Netaji Subhas Road

Kolkata - 700 001

Dated : 30th August, 2010

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