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Directors Report of SE Power Ltd.

Mar 31, 2016

Dear Members

The Directors are pleased to present 6th Annual Report of the Company along with the Audited Financial Statements of the Company for the financial year ended 31st March, 2016.

Financial Results

The financial results of the Company for the year 2015-16 is summarized in the following table as compared to that of previous year:

(Rs. in Lakhs)

Particulars

Year Ended on 31st March, 2016

Year Ended on 31st March, 2015

Revenue from Operations

949.01

552.79

Other Income

10.53

11.84

Total Revenue

959.54

564.63

Less: Expenditure

889.10

476.81

Profit before Financial Cost, Depreciation and Tax

70.44

87.82

Less: Financial Cost

44.21

46.72

Less: Depreciation and amortization

395.58

383.48

Profit before Tax (PBT)

(369.35)

(342.38)

Less: Tax Expenses

(122.12)

5.91

Profit after Tax(PAT)

(247.23)

(348.29)

Balance carried to Balance Sheet

702.99

455.75

Summary of Performance

During the year 2015-16 the Company has reported growth of 71.67 % in revenue from operations as compared to the previous financial year 2014-15. During the financial year the total revenue of the Company stood at Rs. 959.54 Lakhs. However, due to challenging business environment for reclaim rubber industry and increase in cost of operations, the Company has suffered Loss of Rs. 247.23 Lakhs during financial year 2015-16.

Management of the Company believes that business environment will change and the Company will come with better and positive results in upcoming years.

Dividend

In the financial year under review, Company has not earned profit, therefore, the Board of Directors regret their inability to recommend any dividend for the year.

Fixed Deposits

Company has not accepted any public deposits within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and as such no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.

Board of Directors and Key Managerial Personnel

In accordance with the provisions of Companies Act, 2013 and as per Articles of Association of the Company Dr. Arun Gopal Agarwal, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

On 27th May, 2016 Mr. Diwan Chand Arya has been appointed as Additional Independent Director of the Company. Regularization of Mr. Diwan Chand Arya as Independent Director is proposed in forthcoming Annual General Meeting.

None of the Directors of the Company is disqualified under Section 164 of the Companies Act, 2013.

Details of Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting, as required under clause 36 of SEBI (LODR) Regulations, 2015, is enclosed with the notice of Annual General Meeting.

Criteria for Board Membership of the Company

For the appointment of Directors, the Company take into account following points:

Director must have relevant experience in Finance/ Law/ Management/ Sales/ Marketing/Administration/ Research/ Corporate Governance/ Technical Operations or the other disciplines related to Company’s business.

- Director should possess the highest personal and professional ethics, integrity and values.

- Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities.

- Director must be fit and proper person.

Independent Director

Independent Director is a Non-Executive Director, who does not have any direct or indirect material pecuniary relationship with the Company or any of its officers, other than as a Director or Shareholder of Company. Independent Director shall abide by the Code of Conduct as prescribed under Schedule IV of the Companies Act, 2013.

Independent Director shall meet all criteria specified in Section 149(6) of the Companies Act, 2013 and rules made there under and Regulation 25 of SEBI (LODR) Regulations, 2015.

Mr. Dharam Vir Gupta, Mrs. Anshu Gupta and Mr. Diwan Chand Arya are Independent Directors on the Board of the Company. In the opinion of the Board and as declaration submitted by these Directors under Section 149 (7) of Companies Act, 2015, they comply with all the criteria of Independent Director as envisaged in Section 149(6) the Companies Act, 2013 and Regulation 25 SEBI (LODR) Regulations, 2015.

Familiarization Programme for Independent Directors

Every new Independent Director of the Board attends an orientation program, which is to familiarize the new Non-Executive Director with the strategy, operations and functions of the Company. The Executive Directors / Senior Managerial Personnel conduct meetings with the Non-Executive Directors to make them understand the Company’s strategy, operations, product and organization structure, human resources, facilities and risk management. Through meetings and interaction among Senior Managements and Nonexecutive Directors and Independent Directors, Company has made its best effort to ensure that the Nonexecutive Directors understand their roles, rights, responsibilities in the Company.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as an Independent Director. The format of the letter of appointment is available on Company’s website.

Company’s Policy on Directors’ Appointment and Remuneration

Company has constituted Nomination and Remuneration Committee as required under Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015, which inter-alia has recommended and formulated a Remuneration Policy (“the policy”).

The Policy is framed in accordance with the provisions of Companies Act, 2013 and listing Regulations. In case of any subsequent changes in the provisions of Companies Act, 2013 and Listing Regulations which makes any of the provisions of the policy inconsistent with the Act or regulations, the provisions of the Act or regulation shall prevail over the policy.

The objective of the policy is to provide criteria for appointment of Directors viz. experience, qualification, positive attributes understanding of the Company’s business and social perspective, personal achievements and Board diversity. The Policy also contained the provisions to ensure that Executive Directors, KMP and other employees are sufficiently compensated for their performance. Under the Policy, Nomination and Remuneration Committee is entrusted with the responsibility to evaluate the various aspects relating to recommend the appointment and remuneration of the Directors of the Company.

Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity as independent professionals. Independent Non-Executive Directors shall be entitled for sitting fees, reimbursement of expenses, paid for attending the meeting of the Board and Board Committees and commission as approved by the Board or/and shareholders.

The remuneration of employees largely consists of basic salary, perquisites, allowances and performance incentives. Perquisites and other benefits are paid according to the Company policy, subject to prescribed statutory ceiling. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience /merits, performance of each employee.

Board Evaluation

The Companies Act, 2013 states that formal annual evaluation required to be made by Board of its own performance and that of its Committees and individual Directors and Schedule IV of the Companies Act, 2013 states that the performance of Independent Directors shall be evaluated by the entire Board of Directors, excluding the Director being evaluated. Further, listing regulations also mandates that the Board shall monitor and review the Board evaluation framework.

Accordingly, the Board in consultation with the Nomination and Remuneration Committee, has set the criteria for evaluation of performance of Executive/Non-Executive/Independent Directors. Such criteria provides that the evaluation of performance of Board as whole, its Committees and Directors shall be carried out on annual basis and the Board may avail services of independent consultant to facilitate it for evaluating the performance of directors individually or collectively.

During the year, evaluation of performance of all the Directors and the Board as a whole and its Committees was conducted based on criteria set in this regard. The Evaluation process focused on various aspect of the Board and Committees functioning such as composition of the Board and Committees, competencies and experiences, performance of duties and obligation assigned etc. A separate process was also carried out to evaluate the performance of individual Director on the criteria such as contribution in decision making, governance issue, independent judgment, experience and presence in the meetings of Board and Committees. The results of evaluations were satisfactory. In addition to above evaluation, the performance of Non-Independent Directors, performance of Board as a Whole, performance of Chairman of the Company have also been reviewed by Independent Directors in their separate meeting held on 14th March, 2016 in terms of provisions of Schedule IV of the Companies Act, 2013 and Listing Regulations.

Directors’ Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) read with Section 134(5) of the Companies Act,2013 (the Act), your Directors confirm that:

a) in the preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards had been followed and there are no material departure from the same;

b) the Directors has 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 and loss of the Company for that period;

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

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

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

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Subsidiary Company

The Company owned hundred percent shares of M/s Shubham Electrochem Limited (Wholly Owned Subsidiary Company). At the year ended 31st March, 2016, the net worth of M/s Shubham Electrochem Limited stood at Rs. 279.25 Lakhs. During the reporting period Subsidiary Company reported profit before tax of Rs. 4.80 Lakhs.

Statutory Auditor and Audit Report

In terms of Section 139 of the Companies Act, 2013, M/s P M S & Co., Chartered Accountants, has been appointed as Statutory Auditor of the Company in 4th Annual General Meeting up to the conclusion of 6th Annual General Meeting. Accordingly, term of P M S & Co., to hold office of Statutory Auditors of the Company, being ended at the conclusion of ensuing Annual General Meeting. Therefore, pursuant to Section 139 of the Companies Act, 2013 the Company is required to appoint Statutory Auditors of the Company in the 6th Annual General Meeting to hold office from conclusion of 6th Annual General Meeting till the conclusion of 11th Annual General Meeting, subject to ratification by members at every Annual General Meeting.

Retiring Statutory Auditor M/s P M S & Co. have shown their unwillingness to be re-appointed for the further term of Five years. Therefore, Board has approached M/s R. Lal & Company, Chartered Accountants (Firm Registration No 000926C) to be appointed as the Statutory Auditor of the Company for a term of Five years and has received their consent for the appointment. Further, Company has also obtained a written confirmation from M/s R. Lal & Company, proposed to be appointed, to the effect that their appointment, if made, would be within the limits prescribed.

The Statutory Auditor’s observation in their report read with notes to the accounts are self-explanatory and do not call for any further explanation. The Auditors of the Company have not given any adverse remark or disclaimer in their reports.

Secretarial Auditor and Secretarial Audit Report

As stipulated in the Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit for the financial year 2015-16 has been carried out by a qualified Practicing Company Secretary and submitted Secretarial Audit Report on the compliance of applicable Acts, Rules, Regulations, Guidelines, Standards etc. The Secretarial Audit Report is enclosed to this Annual Report as an integral part of this report. The findings of Secretarial Audit are satisfactory and do not call for any further explanation.

Risk Management

In terms of provisions of Listing Agreement, during financial year 2014-15 Company has constituted Risk Management Committee to facilitate the Board of Directors to address the risk associate with the business of the Company and to develop and implement Risk Management Policy. The Committee has developed and implemented the policy to assists the Board in its oversight of the Company’s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

However, due to amendments in Listing Agreement followed by effectiveness of new Listing Regulation, SEBI (LODR) Regulations, 2015, it is not mandate for Company to constitute the Risk Management Committee, therefore the Board of Directors in its meeting held on 27th May, 2016, has dissolved Risk Management Committee and Audit Committee has been entrusted with duty to assist Board for risk management.

Internal Financial Controls

Internal Financial Control System is an integral component of the Risk Management System of the Company. The internal financial control policies and internal audit program adopted by the Company plays an important role in safeguarding the Company’s assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Board has adopted procedures for ensuring the orderly and efficient conduct of its business, including risk management feedback loop, in which the information generated in the internal control process is reported back to Board and Management.

A firm of Competent Chartered Accountants has been engaged by the Company for conducting internal audit, to examine and evaluate the adequacy and effectiveness of internal financial control system of the Company. The Audit Committee of Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

The Audit Committee of Board of Directors actively review the adequacy and effectiveness of internal financial control system and suggests improvements for strengthening them. Internal Financial Control System of the Company are adequate with the respect to the operations of the Company.

Particulars of Contracts or Arrangements with Related Parties

During the year under the review, there were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arm’s length basis and do not attract the provisions of Section 188(1) of the Companies Act, 2013. The related party transactions were periodically placed before the Audit Committee and/or Board for its approvals or review as and when required. Only two related party transactions were taken place during the year under review with Mrs. Shilpa Agarwal (relative of Managing Director) and Dr. Arun Gopal Agarwal (Director) to avail professional services and the Company has paid Rs. 6,00,000/- and Rs. 2,46,000/respectively to them. The policy on Material Related Party Transactions is available on the Company’s website.

Credit Rating

CARE BB and CARE A4 rating has been assigned by Credit Analysis & Research Ltd. (CARE Ratings) to the Company for Long Term Bank Facilities and Short Term Bank Facilities respectively.

Particulars of Employees

In accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 information regarding employees is annexed as Annexure-A to this report.

Extracts of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Extracts of Annual Return in the prescribed form MGT-9 is annexed as an integral part of this report as Annexure-B.

Meetings of the Board of Directors

During the financial year under review Six (6) meetings of the Board of Directors were duly convened, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars pursuant to Section 134(3)(m) of Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 to the extent applicable are as under:

(A) Conservation of energy-

i. Company has been continually working on energy conservation and has taken and implemented various measures towards this in production, domestic lightning and cooling facilities. Company has installed significant numbers of powerless turbo ventilators in the entire working shed for ventilation using ‘zero’ power. Building have been designed for ingress of adequate natural light thus requiring no artificial lightning during the day time. Many provisions have been made in various machines for consuming energy, during processing line losses has been maintained close to ‘zero’ by adequate design of cables and other systems.

ii. No step has been taken by the Company for utilization of alternate source of energy. However, Company at its non-conventional energy division generate electricity by wind energy and transfer the same to power grids.

iii. Company has invested Rupees Three Lakhs, and on proposals for power generation for captive consumption at its reclaim rubber plant through solar route.

(B) Technology absorption-

i.

The efforts made towards technology absorption

-

It’s a continual process and the drive for reaching and adapting new technology is always under progress.

ii

The benefits derived like production improvement, cost reduction, product development or import substitution

-

Performance improvement is a continual process with respect to productivity, delivery, quantity cost and safety. Company is regularly following this and each department has set its own objective for performance improvement, which is closely monitored and regulated. With continued improvement in technology our production rate has been improved.

iii

In case imported technology (imported during last 3 years reckoned from the beginning of the financial year)-

a)

The details of technology imported

-

Company is using imported machines in its reclaimed rubber division.

b)

The year of import

-

2013

c)

Whether technology been fully absorbed

-

Yes

d)

Research and developments

-

The company seeks regular technical support from experts in this field and undertake appropriate R & D activities depending upon future requirements.

(C) Foreign exchange earnings and Outgo

The details of the foreign exchange exposure during the period under review are as under:

(Amount in Lakhs)

Particulars

Current year

Previous year

Total Foreign Exchange Earnings

Nil

Nil

Total Foreign Exchange Outgo

1.71

0.62

Vigil Mechanism/ Whistle Blower Policy

Pursuant to the requirement of the Companies Act, 2013, the Company has established vigil mechanism/ whistle blower policy. Section 177 of the Companies Act, 2013 which inter-alia provides for a requirement to establish a mechanism for all the Directors and employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.

Accordingly, the Mechanism is established to provide adequate safeguards against victimization of persons who use such mechanisms. Whistle blower Policy is available on Company’s website.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. The Directors of the Company state that during the year under review there was no case filed pursuant to sexual harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Material Changes and Commitments

No material changes and commitments, affecting the financial position of the Company has been occurred between the end of the financial year 2015-16 and till the date of this report.

Statutory Orders

No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Company’s operations.

Management Discussion and Analysis Report

In terms of Regulation 34 of SEBI (LODR) Regulations, 2015, Management Discussions and Analysis Report is appended to this Board’s Report as Annexure-C.

Corporate Governance

The Company is committed to maintain the good standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company continues to benchmark its corporate governance policies in its true sense. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report as Annexure-D. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed to the report on Corporate Governance.

Acknowledgements

We place on record our appreciation to employees at all level for their contribution, dedication and commitment. The Board take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities for their support, and look forward for their continued support in the future.

Date: 13th August, 2016 For and on behalf of the Board of

Place: New Delhi S. E. Power Ltd.

Sd/-

Dr. Arun Gopal Agarwal

Chairman

(DIN 00374421)


Mar 31, 2015

Dear Members

The Directors are pleased to present 5th Board's Report of the Company along with the Audited Financial Statements of the Company for the financial year ended 31st March, 2015. We would like to share with you the highlights during the year 2014 - 2015:

Financial Performance

The financial results of the Company for the year ended 31st March, 2015 are summarized below: (Rs.in Lacs)

Particulars Year ended on Year Ended on 31st March,2015 31st March,2014

Total Income 564.63 377.34

Less: Expenditure 523.54 156.05

(Other than Depreciation and Amortization)

Profit before depreciation, exceptional and 41.09 221.29

extraordinary item and tax

Less: Depreciation and amortization 383.47 215.63

Profit before exceptional items and tax (342.38) 5.66

Less: Exceptional items - 246.75

Profit before tax (PBT) (342.38) (241.09)

Less: Provision for Tax 5.91 1.70

Profit after tax (PAT) (348.29) (242.79)

Add: Balance brought forward from previous year (107.46) 135.33

Balance carried to Balance Sheet (455.75) (107.46)

Summary of Performance

As the Members are aware that our Company was previously engaged only in generation of power from renewable energy resources and in the mid of March, 2014 it started operation in its reclaimed rubber division. Consequently, the financials of current year and the previous year are not comparable.

During the year, net revenue from operations of the Company stood at Rs. 552.79 Lacs. For the Financial Year ended 31st March 2015, due to adverse economic scenario to the reclaimed rubber industry and higher fixed operating cost, Company was not able to report profits. However, Company's reclaimed division is gradually contributing to gross income of the Company and Management of the Company is positive about the better results in upcoming years.

Further, the Company is focusing more on reducing its cost of operations and optimum utilization of its resources.

Dividend

In the financial year under review, Company has not earned profit, therefore, the Board of Directors regret their inability to recommend any dividend for the year.

Directors and Key Managerial Personnel

In accordance with the provisions of Companies Act, 2013 and as per Articles of Association of the Company Dr. Arun Gopal Agarwal, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

As per the provisions of Companies Act, 2013, amended Listing Agreement and Notification issued by SEBI regarding Composition of Board of Directors including eligibility criteria and qualification of Independent Directors and appointment of at least one Woman Director in the Board of the specified Companies. Accordingly, in August, 2014 your Company has made suitable changes in the composition of the Board and appointed Mr. Naresh Kumar Jain and Mrs. Anshu Gupta as Additional Independent Directors on the Board of the Company and later on 30th September, 2014 at 4th Annual General Meeting their appointments have been regularized and they along with Mr. Rupinder Singh have been appointed as Independent Directors, not liable to retire by rotation.

Further on 28th March 2015 Mr. Dharam Vir Gupta has been appointed as Additional Independent Director of the Company and Mr. Naresh Kumar Jain resigned from the Board of Directors. Appointment of Mr. Dharam Vir Gupta as Independent Director is proposed in forthcoming AGM.

Details of Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting, as required under clause 49 of Listing Agreement, is enclosed with the notice of Annual General Meeting.

Criteria for Board Membership of the Company

For the appointment of Directors, the Company shall take into account following points:

- Director must have relevant experience in Finance/ Law/ Management/ Sales/ Marketing/ Administration/ Research/ Corporate Governance/ Technical Operations or the other disciplines related to Company's business.

- Director should possess the highest personal and professional ethics, integrity and values.

- Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities.

- Director must be fit and proper person.

Independent Director

Independent Director is a Non-Executive Director, who does not have any direct or indirect material pecuniary relationship with the Company or any of its officers, other than as a Director or Shareholder of Company. Independent Director shall abide by the Code of Conduct as prescribed under Schedule IV of the Companies Act, 2013.

Independent Director shall meet all criteria specified in Section 149(7) of the Companies Act, 2013 and rules made there under and Clause 49 of the Listing Agreement entered into with Stock Exchanges.

Mr. Rupinder Singh, Mrs. Anshu Gupta and Mr. Dharam Vir Gupta are Independent Directors on the Board of the Company. In the opinion of the Board and as declared by these Directors, they comply with all the criteria of Independent Director as envisaged in Clause 49 of the Listing Agreement and Section 149(6) the Companies Act, 2013.

Familiarization Programme for Independent Directors

Every new Independent Director of the Board attends an orientation program, which is to familiarize the new Non-Executive Director with the strategy, operations and functions of the Company. The Executive Directors / Senior Managerial Personnel conduct meetings with the Non- Executive Directors to make them understand the Company's strategy, operations, product and organization structure, human resources, facilities and risk management. Through meetings and interaction among Senior Managements and Non-Executive Directors and Independent Directors, Company made its best effort to ensure that the Non-Executive Directors understand their roles, rights, responsibilities in the Company.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as an Independent Director. The format of the letter of appointment is available on Company's website,

Company's Policy on Directors' Remuneration

Company has constituted Nomination and Remuneration Committee as required under Section 178 of the Companies Act, 2013 and the Clause 49 of the Listing Agreement which inter-alia has formulated Remuneration Policy ("the policy").

The Policy is framed in accordance with the provisions of Companies Act, 2013 and the Listing Agreement. In case of any subsequent changes in the provisions of Companies Act, 2013 and the Listing Agreement or any other regulation which makes any of the provisions of the policy inconsistent with the Act or regulations, the provisions of the Act or regulation shall prevail over the policy.

The objective of the policy is to ensure and set the benchmark for the compensation being paid to Executive Directors and other employees and at the same time linking compensation with the performance. The Policy seeks to provide criteria for determining qualifications, positive attributes and expertise of a Director.

Nomination and Remuneration Committee shall recommend the remuneration, including the commission based on the net profits of the Company, within the prescribed ceiling for the Non- Executive Directors and Whole-time Director and other Directors. This will be then approved by the Board and approval of shareholders will be obtained wherever applicable. Annual increments effective 1st April each year, as recommended by the Nomination and Remuneration Committee, and as approved by the Board. Remuneration to Non-Executive Directors may be paid in accordance with the applicable provisions of Companies Act, 2013 and the Rules made there under and other applicable Laws, if any.

Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity as independent professionals / Business Executives. Independent Non-Executive Directors shall be entitled for sitting fees, reimbursement of expenses, paid for attending the meeting of the Board and Board Committees and commission as approved by the Board or/and shareholders.

The remuneration of employees largely consists of basic salary, perquisites, allowances and performance incentives. Perquisites and other benefits are paid according to the Company policy, subject to prescribed statutory ceiling. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience / merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry.

Board Evaluation

The Companies Act, 2013 states that formal annual evaluation required to be made by Board of its own performance and that of its Committees and individual Directors and Schedule IV of the Companies Act, 2013 states that the performance of Independent Directors shall be evaluated by the entire Board of Directors, excluding the Director being evaluated. Further, Clause 49 of the Listing Agreement also mandates that the Board shall monitor and review the Board evaluation framework.

Accordingly, the Board in consultation with the Nomination and Remuneration Committee, has laid down a policy for evaluation of performance of Executive / Non-Executive / Independent Directors. The Policy provides that the evaluation of performance of Board as whole, its Committees and Directors shall be carried out on annual basis and the Board may avail services of independent consultant to facilitate it for evaluating the performance of directors individually or collectively.

During the year, evaluation of performance of all the Directors and the Board as a whole and its Committees was conducted based on the policy laid down by the Board. The Evaluation process focused on various aspect of the Board and Committees functioning such as composition of the Board and Committees, competencies and experiences, performance of duties and obligation

Risk Management

In terms of the provisions of the Companies Act, 2013 and Listing Agreement, Risk Management Committee has been constituted by the Company to facilitate the Board of Directors to address the risk associate with the business of the Company and to develop and implement Risk Management Policy.

The Risk Management Policy assists the Board in its oversight of the Company's management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

Internal Financial Controls

Internal Financial Control System is an integral component of the Risk Management System of the Company. The internal financial control policies and internal audit program adopted by the Company plays an important role in safeguarding of Company's assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Board has adopted procedures for ensuring the orderly and efficient conduct of its business, including risk management feedback loop, in which the information generated in the internal control process is reported back to Board and Management.

A firm of Competent Chartered Accountants has been engaged by the Company for conducting internal audit, to examine and evaluate the adequacy and effectiveness of internal financial control system of the Company. The Audit Committee of Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

The Audit Committee of Board of Directors actively review the adequacy and effectiveness of internal financial control system and suggests improvements for strengthening them. Internal Financial Control System of the Company modify continuously in accordance with the dynamic changes in the business condition and to comply with the applicable laws, regulations, statutory and accounting requirement

Particulars of Contracts or Arrangements with Related Parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as Annexure 1 to the Board's report and policy on Related Party transaction is available on Company's website.

Particulars of Employees

In accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 information regarding employees is annexed as Annexure 2 to the Board's report.

There was no employee in reporting financial year, whose details required to be given by the Company under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Extracts of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and R ule 12(1) of the Companies (Management and Administration) Rules, 2014, Extracts of Annual Return in the prescribed form MGT-9 is annexed as an integral part of this Report as Annexure 3.

assigned etc. A separate process was also carried out to evaluate the performance of individual Director on the criteria such as contribution in decision making, governance issue, independent judgment, experience and presence in the meetings of Board and Committees.

The results of evaluations were satisfactory . On the basis of outcome of evaluation Board and Committees agreed to take effective steps to improve the performance of Directors individually and collectively.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 (the Act), your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had 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;

(d) the Directors had prepared the annual accounts on a going concern basis; and

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

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Fixed Deposits

Company has not accepted any public deposits within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and as such no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.

Subsidiary

On 1st April, 2015, Company has acquired 100% shares of M/s Shubham Electrochemist Limited and accordingly said Company becomes the 100% subsidiary of the Company in the financial year 2015-16.

Statutory and Secretarial Audit

M/s P M S & Co., Chartered Accountants, has been appointed as Statutory Auditor of the Company in 4th Annual General Meeting of the Company up to the conclusion of 6th Annual General Meeting of the Company subject to annual ratification. Accordingly, Board of Directors recommends the ratification for appointment of Statutory Auditor being eligible to continue as Statutory Auditor for financial year 2015-16.

In pursuant to provisions of Section 204 of the Companies Act, 2013 and as a measure of good corporate governance practice, Board of Directors of the Company has appointed CS Dimple Sachdeva, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the financial year 2014-15.

The observations of Statutory Auditor and Secretarial Auditor in their reports read with notes thereto are self-explanatory and do not call for any further explanation. The Auditors of the Company have not given any adverse remark or disclaimer in their reports.

The report of the Statutory Auditors and Secretarial Auditors are enclosed to this report.

Meetings of the Board

The meetings of the Board were duly convened Nine (9) times during the financial year, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars pursuant to Section 134(3)(m) of Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 to the extent applicable are as under:

(A) Conservation of energy-

i. Company has made its efforts and adopted relevant measures for conservation of the energy. There is a marginal reduction in energy costs. We look forward for significant reduction in energy consumption and cost of production in coming years.

ii. No step has been taken by the Company for utilization of alternate source of energy. However, Company at its non-conventional energy division generate electricity by using alternate sources of energy and transfer the same to power grids.

iii. There are no significant proposal for additional capital investment on energy conservation equipment.

(B) Technology absorption-

i. I The efforts made towards technology I : I From our own efforts and with the help of consultants absorption we have continued improvement in technology

ii The benefits derived like production : With continued improvement in technology our improvement, cost reduction, product production rate has been improved and cost of development or import substitution | production also reduced

iii In case imported technology (imported during last 3 years reckoned from the beginning of the financial year)-

a) The details of technology imported : Machine was imported for reclaimed rubber division

c) The year of import : 2013

d) Whether technology been fully :Yes absorbed

e) research and developments " : The Company would undertake appropriate R &

D activities depending upon future requirements.

Vigil Mechanism/ Whistleblower Policy

Pursuant to the requirement of the Act, the Company has established vigil mechanism/whistleblower policy. Section 177 of the Companies Act, 2013 which inter-alia provides for a requirement to establish a mechanism for all the Directors and employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.

Accordingly, the Mechanism is established to provide adequate safeguards against victimization of persons who use such mechanisms. Whistleblower Policy is available on Company's website http://www.sepower.in/docs/corp-govern-manual.pdf.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and constituted a Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual harassment during the financial year 2014-15.

Corporate Governance

The Company is committed to maintain the good standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company continues to benchmark its corporate governance policies in its true sense. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed to the report on Corporate Governance.

Management Discussion and Analysis Report

In terms of Clause 49 of Listing Agreement, Management Discussions and Analysis Report is appended to this Board's Report.

Acknowledgements

We place on record our appreciation to employees at all level for their contribution, dedication and commitment. The Board take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities for their support, and look forward for their continued support in the future.

Place : Delhi

Date : 25-08-2015 For and on behalf of the Board

Sd/-

(Dr. Arun Gopal Agarwal)

Chairman

(DIN 00374421)


Mar 31, 2014

DEAR MEMBERS,

The Directors are presenting this 4th Directors'' Report of the Company alongwith the Audited Financial Statement for the year ended 31st March, 2014.

FINANCIAL RESULT

The financial performance of the Company for the financial year ended 31st March, 2014 is summarized below:

(Rs. In Lacs)

Particulars Year Ended on Year Ended on 31st March, 31st March, 2014 2013

Total Income 377.34 648.91

Less: Expenditure

(other than Depreciation and Amortization) 156.05 260.86

Profit before depreciation, exceptional and extraordinary items and tax 221.29 388.05

Less: Depreciation and amortization 215.63 274.83

Profit before exceptional and extraordinary items and tax 5.66 113.22

Less: Exceptional items 246.75 -

Profit(Loss) before extraordinary items and tax (241.09) 113.22

Add: Extraordinary items - -

Profit before tax (241.09) 113.22

Less: Provision for Tax 1.70 2.18

Profit after Tax (242.79) 111.04

Add: Balance brought forward from previous year 135.33 24.28

Balance to be carried forward to the balance sheet (107.46) 135.32

DIVIDEND

In the financial year under review, Company has not earned profit, therefore, the Board of Directors regret their inability to recommend any dividend for the year.

DIRECTORS

During the year under review, Mr. Sunil Agarwal, Director of the Company resigned from the Directorship of the Company with effect from16th December, 2013.

On 14th August, 2014, Mr. Naresh Kumar Jain and Mrs. Anshu Gupta, have been appointed as Additional Directors (Independent) of the Company and resignation of Mr. Suresh Chand Sharma has been accepted by the Board of Directors.

In accordance with the provisions of the Companies Act, 2013 and as per the Article of Association Dr. Arun Gopal Agarwal, Director of the Company retires by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment.

FIXED DEPOSITS

Company has not accepted any public deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.

AUDITORS & AUDITORS'' REPORT

M/s P M S & Co., Chartered Accountants, Statutory Auditor of the Company retire at ensuing Annual General Meeting are eligible for re-appointment and has given their consent for re-appointment.

The Company has obtained a written confirmation from the Statutory Auditors proposed to be reappointed to the effect that their re-appointment if made, would be within the limits prescribed. The Statutory Auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

The observations of Auditor in their report read with notes to the accounts are self explanatory and do not call for any further explanation.

PARTICULARS OF EMPLOYEES

There are no employees who was in receipt of remuneration of Rs. 5,00,000/- or more per month or Rs. 60,00,000/- or more per annum in terms of Section 217(2A) of Companies Act, 1956 read with the Companies (particulars of Employees) rules, 1975 as amended from time to time.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Directors'' responsibility statements as required under Section 217(2AA) of the Companies Act, 1956, Directors of Company confirm:

i) that in preparation of the financial statements for the year ended 31st March, 2014, the Generally Accepted Accounting Principles (GAAP) of India and applicable Accounting Standards issued by Institute of Chartered Accountants of India have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit & Loss account and cash flow of the Company for the year ended on that date;

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

iv) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of Listing Agreement entered with Stock Exchanges (BSE & NSE) on listing of equity shares of the Company, Management

Discussion and Analysis, Report on Corporate Governance and Auditors'' Certificate, are included in this Annual Report.

DISCLOSURE OF PARTICULARS AS PER SECTION TO 217(1)(e) OF COMPANIES ACT, 1956

The particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable are as under:

A. CONSERVATION OF ENERGY

1. Energy conservation measures taken

Company has made its efforts and adopted relevant measures for conservation of the energy.

2. Additional investments and proposals, if any, being implemented for reduction of consumption of energy

There are no significant proposals.

3. Impact of the measures taken in (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

There is a marginal reduction in energy costs.

4. Total energy consumption per unit of production Not applicable to the Company

B. TECHNOLOGY ABSORPTION : RESEARCH & DEVELOPMENT

During the financial year 2013-14, the Company has imported the machinery for its rubber reclamation project. The Company has continued to conduct development work for the improvement in the quality of its product and for the acceptance in the international market, Company is also trying to develop new applications for the high quality specialised reclaimed rubber. However, the expenditure incurred on the same is not significant.

ACKNOWLEDEGMENT

On behalf of the Directors of the Company, we would like to place on record our sincere appreciation to our Shareholders, Customers, Business Partners, Bankers, Financial Institutions and Government Authorities.

We also appreciate and value the contributions made by all our employees in Company''s growth.

Place : Delhi For and On Behalf of the Board Date : 22.08.2014

Sd/- (Dr. Arun Gopal Agarwal) Chairman


Mar 31, 2013

DEAR MEMBERS,

The Directors are delighted to present Directors'' Report of your Company with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULT

The performance of the Company for the financial year ended 31st March, 2013 is summarized below:

Year Ended on Year Ended on 31st 31st March, 2013 March, 2012

Total Income 648.91 167.87

Less: Expenditure 535.68 146.93

Profit Before Tax (PBT) 113.23 20.94

Less: Provision for Taxation 2.17 3.99

Less: Provision for Deferred Tax Asset 0.02

Profit After Tax (PAT) 111.04 16.95

Add: Receipts over Expenditure from Demerged 300.49 Company as Beneficiary for current year

Current Year Surplus Available 111.04 317.44

PERFORMANCE

The Company''s gross income for the financial year ended 31st March, 2013 was R 648.91 Lacs and Net profit was R 111.04 Lacs.

DIVIDEND

To conserve the resources of the Company, Directors of the Company have decided not to declare any dividend for the year ended 31st March, 2013.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and as per the Article of Association Mr. Rupinder Singh, Director of the Company retires by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment.

On 15th July 2013 the Board of Directors has appointed Mr. Ravindra Agrawal, Director of the Company as Additional Director and Managing Director of the Company for a period of 5 years and in the same meeting Dr. Arun Gopal Agarwal has resigned from the Managing Directorship of the Company and with effect of that date Dr. Arun Gopal Agarwal shall continue as Non Executive Director and Chairman of the Company.

ALTERATION IN MAIN OBJECT CLAUSE OF MEMORANDUM OF AS- SOCIATION OF THE COMPANY

During the year under review, Special Resolution has been passed by the Shareholders of the Company through Postal Ballot process to alter Object Clause of the Memorandum of Association of the Company by inclusion of new Object Clause in the Main Object Clause III(A) of Memorandum of Association of the Company.

FIXED DEPOSITS

Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956.

AUDITORS & AUDITORS'' REPORT

M/s P M S & Co., Chartered Accountants, Statutory Auditor of the Company retires at forthcoming Annual General Meeting and had given their consent for re-appointment.

As required under the provisions of Section 224 of the Companies Act, 1956 the Company has obtained a written confirmation from the above Auditors proposed to be reappointed to the effect that their re-appointment if made, would be in accordance with the provisions of section 224 (1B) of the Companies Act, 1956.

The observations of Auditor in their report read with notes to the accounts are self explanatory and do not call for any further explanation.

PARTICULARS OF EMPLOYEES

During the year, there were no employees who were in receipt of remuneration as per the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and amendments thereon.

DIRECTORS'' RESPONSIBILITY STATEMENT

P ursuant to directors'' responsibility statements as required under Section 217(2AA) of the Companies Act, 1956, Directors of Company confirm:

i) that in preparation of the financial statements for the year ended 31st March, 2013, the Generally Accepted Accounting Principles (GAAP) of India and applicable Accounting Standards issued by Institute of Chartered Accountants of India have been followed;

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

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

iv) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of Listing Agreement entered with Stock Exchanges (BSE & NSE) on listing of equity shares of the Company, Management Discussion and Analysis, Report on Corporate Governance and Auditors'' Certificate, are included in this Annual Report.

DISCLOSURE OF PARTICULARS AS PER SECTION TO 217(1)(e) OF COMPANIES ACT, 1956

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 certain disclosure have to be made. Presently, the Company is in the field of generation of energy through renewal energy resource and not engaged in manufacturing, the relevant provisions relating to conservation of technology absorption are not applicable. However, the green energy is directly contributing in reducing dependency on fossil fuel and thus conserving the fossil fuel.

During the year, there were no Foreign Exchange earnings and outgo.

COST AUDIT

Pursuant to Section 233B of Companies Act, 1956 and Rules made thereunder, our Company is required to maintain cost records and undergo auditing of the Cost Accounts. Therefore, pursuant to the Companies (Cost Audit Report) Rules, M/s P . S. Garg & Associates having Registration No. 1375 have been appointed as Cost Auditor. They are engaged for auditing the Company''s Cost Accounting records maintained as per Cost Accounting Records (Electricity Industry) Rules, 2011, and Cost Accounting Records (Petrochemicals) Rules, 2011 relating to power generation for the Financial Year ended on 31st March, 2014.

ACKNOWLEDGMENT

On behalf of the Directors of the Company, we would like to place on record our sincere appreciation to our Shareholders, Customers, Business Partners, Bankers, Financial Institutions and Government Authorities.

We also appreciate and value the contributions made by all our employees in Company''s growth.

For and On Behalf of the Company

S. E. Power Limited

Dr. Arun Gopal Agarwal

(Chairman)

Place : Delhi

Date : 02.09.2013

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