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)

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 COMPANY’S 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 ‘Power 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 “India Power & Distribution Transformers Market Forecast & Opportunities, 2020”, 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 (‘Ind 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 “ Listing Regulations”).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.

(c) Re-appointment of Managing Director

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 ‘C’ and Annexure ‘D’, 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.

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, 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 ‘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 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- ‘A’, along with the Auditors' Certificate on its compliance.

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 -‘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.

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(‘IEPF 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 (‘IEPF') established by the Central Government.

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 11, 2017 (date of its last Annual General Meeting) on the Company's Website www.rtspower.com and has also filed Form No IEPF 2 on October 28, 2017 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 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 ‘Unclaimed 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 ‘E’.

STAUTORY AUDITORS AND AUDITORS’ 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 ‘F’ 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

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 ‘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.

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 ‘H’.

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 ‘Policy 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 “the said Act”) 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