Lour Directors present to you the Sixteenth Annual Report and the Audited Statement of Accounts of the Company, for year ended March 31, 2023

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire amount of profits for FY 2022-23 in P&L account and the total Profit of ' 33,143.67 lakhs for the FY 2022-23 has been transferred to Retained Earnings. There has been no other transfer to any reserves.

COMPANY PERFORMANCE

The Company continued to demonstrate strong financial performance and for the financial year ended March 31, 2023 posted a total income of ' 3,581 Crore. and profit before tax of ' 353 Crore and EBITDA of ' 1,108 Crore.

In financial year 2022-23, Amravati plant of the Company achieved record milestones of highest ever PLF of 77% and received and uploaded highest ever coal rakes (1,487 nos. i.e daily average of 4.1 rakes), since commissioning in March 2015.

The Company continues to timely serve its debt obligation having paid ' 3,116 Crore (principal and interest) since January 2020 including ' 733 Crore as prepayment.

The outstanding secured external debt reduced to ' 1,213 Crore (including accrued interest) against standalone net worth of ' 5,608 Crore as on March 31, 2023.

Post closure of financial year, the Company refinanced its debt in a ' 1,114 Crore transaction led by Kotak Mahindra Bank Limited.

There was no change in the nature of business and Company concentrate on its own business growth.

BUSINESS REVIEW

Please refer business review section of Management Discussion and Analysis DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajiv Rattan (DIN: 00010849), would be retiring as a director by rotation and being eligible for re-appointment, has offered himself for the same.

During the year under review:

(i) Mrs. Neha Poonia (DIN: 07965751), an Independent Woman Director of the Company, ceased to be the Director/Independent Woman Director of the Company on November 10, 2022.

(ii) Mrs. Pritika Poonia (DIN: 06715564), was appointed as an additional director and Independent Woman Director of the Company, w.e.f November 10, 2022. Her appointment as such was approved by the members of the Company in their Extra Ordinary General Meeting held on February 07, 2023.

Post closure of the financial year, (i) Mrs. Namita (DIN: 08058824) ceased to be a director of the Company, on April 14, 2023 (ii) Mr. Ajay Kumar Tandon (DIN: 07087682) was appointed as an additional and Independent Director of the Company w.e.f September 02, 2023 (iii) Mr. Baliram Ratna Jadhav (DIN: 10295412) was appointed as Whole Time Director of the Company liable to retire by rotation, on such terms and conditions including remuneration as approved by the Board of Directors w.e.f. September 02, 2023 and (iv) Mr. Himanshu Mathur (DIN: 03077198) was appointed as Whole Time Director of the Company liable to retire by rotation, on such terms and conditions including remuneration as approved by the Board of Directors w.e.f. September 05, 2023. Pursuant to Regulation 17(1C) of the SEBI Listing regulation, Mr. Ajay Kumar Tandon, Mr. Baliram Ratna Jadhav and Mr. Himanshu Mathur will hold office upto the ensuing AGM.

The matters as to (i) Reappointment of Mr. Mr. Rajiv Rattan, as a director of the Company liable to retire by rotation, (ii) Approval of appointment of Mr. Ajay Kumar Tandon (DIN: 07087682) as an Independent Director of the Company for a consecutive five years, on the terms and conditions including remuneration as approved by the Board of Directors w.e.f. September 02, 2023, (iii) Approval of appointment of Mr. Baliram Ratna Jadhav (DIN: 10295412) as Whole Time Director of the Company, liable to retire by rotation, on such terms and conditions including remuneration as approved by the Board of Directors w.e.f. September 02, 2023 and (iv) Appointment of Mr. Himanshu Mathur (DIN: 03077198) as Whole Time Director of the Company liable to retire by rotation, on such terms and conditions including remuneration as approved by the Board of Directors w.e.f. September 05, 2023, have accordingly been included in the notice convening the annual general meeting of the Company for the financial year 202223, for the approval of the members of the Company.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any pecuniary relationship or transactions with the Company except the payment of sitting fee to the Independent Directors.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31.03.2023 were: Mr. Rajiv Rattan, Executive Chairman, Mr. Brijesh Narendra Gupta, Managing Director, Mr. Asim Kumar De, Whole Time Director, Mr. Ankur Mitra, Chief Financial Officer, and Mr. Lalit Narayan Mathpati, Company Secretary.

Details of the various committees along with the meetings held during the financial year 2022-23, are given in the "Report on the Corporate Governance" of the Annual Report.

DECLARATIONS FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Mr. Sanjiv Chhikara, Mr. Sharad Behal, Mr. Jeevagan Narayana Swami Nadar, Mr. Ajay Kumar Tandon and Mrs. Pritika Poonia are the Independent Directors of the Company as on the day of this report. The Company has received declarations from the Independent Directors to the effect that (a) they fulfill the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date (Listing Regulations) (b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties and that (d) they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the Company's Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of Listing Regulations, the Company has programmes for Familiarisation of the Independent Directors about the nature of the Industry, business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of Listing Regulations the details of the Familiarisation Programme for Independent Directors are available at the Company's website:

https://www.rattanindiapower.com/wp-content/uploads/2Q22/D8/FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTORS-1.pdf

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from Mr. Sanjay Khandelwal, Practicing Company Secretary that none of the Company's Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is attached to the corporate governance report, which forms part of board report.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company's Policy on the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company's website at the web-link:

https://www.rattaninriianower.com/wn-content/iinloaris/7Q73/D8/Section 178(4) Policy for Selection-anri-annointment-of-riirector-anri-KMP-&-their-Remnneration.nrif

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such as qualifications, positive attributes, independence as set out in the aforementioned policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their relevance to the Company are the other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior managerial personnel, are drawn up in consonance with the tenets as laid down in the Remuneration Policy depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry. The concerned individuals get the best possible remuneration packages permissible under the applicable laws, so that the Company gets to retain the best of quality and talent.

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

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

Pursuant to Schedule II, Part D of Listing Regulations, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of Listing Regulations, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Performance of the Board as a whole and its Non independent members and other required matters.

The performance of Non - Executive Directors (NEDs), the Board as a whole and the Chairman of the Company was evaluated by Independent Directors, taking into account the views of the Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 8 meetings of the Board of Directors of the Company were held. The details as to the dates of such meetings and the attendance of various directors of the Company thereat, have been provided in the Corporate Governance Report.

Additionally a meeting of the Independent directors of the Company was held on August 31, 2022, with the participation of all Independent Directors of the Company at the meeting except one.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of the Companies Act, 2013, the Company has in place, a well-defined and well structured, Corporate Social Responsibility Policy (CSR Policy) as drawn up by the Corporate Social Responsibility Committee ("CSR Committee") and approved by the Board.

The CSR Committee of the Company as on March 31, 2023, consisted of three directors namely Mr. Sanjiv Chhikara, Independent Director, who is the Chairman of the Committee and Mr. Asim Kumar De and Mrs. Namita, Non-Independent Directors. The Committee has been formed with the objective of implementing and monitoring the CSR Policy of the Company under the control and supervision of the Board of Directors. Post closure of the financial year the CSR Committee was re-constituted and Mrs. Namita ceased to be its members and Mr. Brijesh Narendra Gupta was appointed as its new member in her place.

The CSR Policy of the Company lays down the various causes to which the Company would be making its CSR contribution, towards effectuation of the policy. The Company was not statutorily required to make any contributions, towards CSR, during the year under review, as there has been an average net loss. The CSR Policy of the Company has been uploaded on the website of the Company and is available at the link:

https://www.rattanindiapower.com/wp-content/uploads/2023/3S/Corporate-Social-Responsibilitv-Policv RPL.pdf. The Annual report on CSR forms a part of the Directors Report and is annexed hereto as Annexure-A.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In due compliance with the requirements of the Listing Regulations, read with Section 188 of the Companies Act, 2013 and the Rule 6A and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended upto date, a well formulated and meticulously framed policy has been in place in the Company which is followed in letter and spirit. The policy is uploaded on the website of the Company at the weblink: httPs://www.rattanindiapower.com/wp-content/uploads/2022/38/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTIONS-AND-DEALING-WITH-RELATED-PARTY-TRANSACTIONS.pdf.

During the year under review all the related party transactions entered into by the Company were with the prior approval of the Audit Committee. All such transactions were at an arms -length basis and in the ordinary course of business of the Company and a detail of such transactions, forms a part of the financial statements of the Company for the financial year 2022-23, which forms a part of the Annual Report. Certain transactions, which were repetitive in nature, were approved through omnibus route.

There were no material transactions of the Company with any of its related parties. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 23 and, hence, the same is not required to be provided.

LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED BY NAME AND AMOUNT

During the year, there were no loans and advances given by the Company to any firms/companies, in which directors of the Company are interested.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place internal financial controls commensurate with the nature and size of business operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of corporate policies. Internal Auditor along with external firms of Chartered Accountants carry out Audits. Further, Cost Auditors, the Secretarial Auditors and the Statutory Auditors are also responsible for checks during the course of their respective audits. The Audit Committee reviews Audit Reports submitted by the internal Auditors. Suggestions for improvement are considered and the Audit Committee follows up the implementation of corrective actions. The Committee also meets the Company's statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations from time to time.

Your Directors are of the view that there are adequate policies and procedures in place in the Company so as to ensure:

(1) the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements

RISK MANAGEMENT

In compliance with Regulation 21(2) of the Listing Regulations, as amended upto date, a Risk Management Committee was constituted by the Board of Directors, consisted of following members as on March 31,2023 (i) Mr. Rajiv Rattan - a Non-Independent Director as the Chairman (ii) Mr. Brijesh Narendra Gupta, Managing Director (iii) Mrs. Pritika Poonia, an Independent Director and (iv) Mr. Ankur Mitra, Chief Financial Officer as the other members, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems. Post closure of Financial year the risk management committee was reconstituted on September 02, 2023 and Mr. Ajay Kumar Tandon was appointed as its new member.

The Risk Management Policy has been drawn up based on a detailed assessment of the operational risks, risks associated with the thermal power business in India, in general and the business of the Company in particular, which could be in the form of as bottlenecks in the receipt of coal supplies, low power off take and the resultant low plant factors, poor health of power distribution companies etc. also the risks which could emanate from un-anticipated and unprecedented situations, like outbreak of Corona Pandemic and how to deal with the such risks.

The Risk management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

Management Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which can affect the performance of the Company.

The policy has been uploaded on the website of the Company and can be accessed at the web link https:// www.rattanindiapower.com/rpl/reg-21_risk-management-policy/

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with rules framed thereunder.

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

During the period 2022-23, no loan was given or guarantees extended or securities provided nor any investments was made by the Company in any bodies corporate, attracting the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the requirements of Section 129(3) of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 of the Listing Regulations:

(a) Consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2023 were prepared, for being presented to the shareholders for approval along with the standalone financial statements of the Company for the said financial year.

(b) A separate statement containing the salient features of financial statements of the subsidiaries in the stipulated form AOC-1 is also being annexed to the financial statements, as a part of the Annual Report.

Further, pursuant to provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at https://www.rattanindiapower.com/rpl/audited-financial-statements-of-subsidiaries/

DIVIDEND

No dividend has been recommended for the financial year 2022-2023. The "Dividend Distribution Policy" formulated in terms of and pursuant to the Regulation 43A of the Listing Regulations, is available on the website of the Company: https:// www.rattanindiapower.com/wp-content/uploads/2022/38/dividend-distribution-policv.pdf

DETAILS OF SIGNIFICANT CHANGES

For changes in the key financial ratio, plz refer para 46 of the standalone financial of the Company.

MATERIAL CHANGE AND FINANCIAL COMMITMENT

There are no material changes and commitments affecting the financial position of the Company, occurred between the end of the Financial year of the Company i.e. March 31, 2023 till date of this Report, except that the Company has refinanced its debt in a ' 1,114 Crore transaction led by Kotak Mahindra Bank Limited.

SHARE CAPITAL

During the Financial Year 2022-23, there was no change in the Issued and Paid-up share capital. The paid up share capital of the Company as on March 31, 2023 and also as on date is ' 5997,02,58,600/- divided into 537,01,05,860 (Five Hundred Thirty Seven Crore One Lakh Five Thousand Eight Hundred and Sixty) fully equity shares of face value ' 10/- each, 37,69,20,000 (Thirty Seven Crore Sixty Nine Lakhs Twenty Thousand) optionally convertible cumulative redeemable preference shares of face value of ' 10/ - each and 25,00,00,000 (Twenty Five Crore) Redeemable Preference Shares of face value of ' 10/- each.

HUMAN RESOURCES

Your Company believes that a progressive organisation can attain its full potential by developing and maintaining a cordial work culture that promotes happiness at workplace. Our constant endeavors are on sustaining an engaged and skilled workforce that is capable of delivering on the commitments to our stakeholders in order for us to remain 'future ready' structurally, financially and culturally.

Your Company continued the people framework of 6 levers - Culture, Capability, Capacity, Compassion, Collaboration and Contribution to meet dynamic business requirements towards building a high performing and caring organization. Our human capital has played a pivotal role in shaping what the Company is today.

EMPLOYEE HEALTH & SAFETY

Your Company is consciously committed to health and safety of all employees and other stakeholders. Your Company employs a pro-active and pre-emptive approach to occupational health and safety and is committed to actively drive the agenda through the length and breadth of the organisation. Consequently, 100% of your employees and contractual workforce are trained on various aspects of Occupational Health and Safety management system. Your company maintains and continually improve management systems to eliminate hazards, reduce health & safety risks to all our stakeholders.

DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013

The Company doesn't have any holding company. The executive directors do not receive any remuneration or commission from the subsidiary company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company's website on https://www.rattanindiapower.com/rpl/annual-return-section-92-of-companies-act-2013/

The e-form MGT-7 shall be filed with the MCA within the due date upon the completion of the 16th Annual General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the Rules made thereunder.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2023, your Company had two Indian subsidiary companies and three foreign subsidiary companies. Company does not have any associate, nor is it in joint venture with any other entity.

The Company's Policy on material subsidiaries may be accessed on the Company's website at the web-link: https:// www.rattanindiapower.com/wp-content/uploads/2022/08/Policy-on-Material-Subsidiaries.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as an Annexure-D, to this Report.

Particulars of employee remuneration as required under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the report. However, in terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the said information on employees' particulars. The said statement will be available at companies website https://www.rattanindiapower.com/wp-content/uploads/2023/Q8/Section 178(4) Policy for Selection-and-appointment-of-director-and-KMP-&-their-Remuneration.pdf and is also available for inspection at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Act and Regulation 22 of SEBI (LODR) Regulations, Company has established a vigil mechanism and has a whistle blower policy. The policy provides the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for redressal.

No person has been denied access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company i.e.www.rattanindiapower.com at the link https:// www.rattanindiapower.com/wp-content/uploads/2022/D8/VIGIL-MECHANISM-WHISTLE-BLOWER-POLICY-1.pdf

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Regulation 34(2)(f) of the Listing Regulations mandate the inclusion of the Business Responsibility & Sustainability Report (BRSR), covering disclosures on the company's performance on environment, Social and Governance parameters for the financial year 2022-23. BRSR includes reporting on the nine principles of the National Guidelines for Responsible Business Conduct (NGRBC's Principles) and Core element as framed by MCA. In compliance with the said regulation, we have integrated BRSR disclosures into our Annual Report as Annexure-F.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or developments/happenings in respect of such matters, during the year under review:

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including the stock option schemes in force in the Company.

3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. Corporate insolvency resolution process initiated or pending of any Insolvency proceedings under the insolvency and bankruptcy code, 2016 (IBC)

EMPLOYEE STOCK OPTIONS

Company has in place three employee stock option schemes namely (i) RattanIndia Power Limited Employee Stock Option Plan 2008 (formerly known as SPCL-IPSL Employee Stock Option Plan, 2008) (ii) RattanIndia Power Limited Employee Stock Option Scheme-2009 (formerly known as Indiabulls Power Limited Employee Stock Scheme 2009) and (iii) RattanIndia Power Limited Employee Stock Option Scheme-2011 (formerly known as India Power Limited Employee Stock Option Scheme-2011), together covering nine million stock options convertible into an equivalent number of equity shares of face value ' 10 in the Company.

During the year under review, no option under any of the three scheme was granted to any employees of the Company. The Company had implemented the above mentioned three plans with a view to attract, retain, incentivize and motivate employees of the Company by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability. These plans were originally approved vide shareholder' resolutions in due compliance of the provisions of the then applicable laws and rules framed thereunder. The disclosures stipulated under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is annexed to the Board report as Annexure-B and also available on Company's website:

https://www.rattanindiapower.com/wp-content/uploads/2Q23/08/Reg14 SEBI(Share based Employee Benefits and Sweat Equity)Reg%202021 FY 2022 23.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report, as required in terms of the provisions of Regulation 34(2)(e) of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the applicable regulation of SEBI (LODR) Regulations, 2015 read with Schedule V thereto, a detailed report on Corporate Governance is included in the Annual Report as Annexure-G. A Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements of Listing regulations as set out in the Listing Regulations, is attached to the Report.

STATUTORY AUDITORS & AUDITORS' REPORT

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Registration no.: 001076N/N500013), Statutory Auditors of the Company, have in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, been re-appointed in the 14^th Annual General Meeting held on September 21, 2021, as the Statutory Auditors of the Company to hold office as such for a second term of five years from the conclusion of 14th Annual General Meeting to the conclusion of 19th Annual General Meeting.

The Statutory Auditors of the Company have given following qualification on the standalone financial statements of the Company:

"Company has non-current investment of ' 1,211.82 crores (net of impairment provision of ' 1,814.39 crores) and inter-corporate deposit (classified under current assets) of ' 31.34 crores recoverable from Sinnar Thermal Power Limited (formerly RattanIndia Nasik Power Limited) (STPL). STPL has incurred losses since its inception and is yet to commence operations. The management has assessed that the STPL's status as going concern for the purpose of accounting is appropriate, basis the steps being undertaken. Further, the Hon'ble National Company Law Tribunal, New Delhi (the "NCLT") vide order dated 19th September 2022, admitted an application for insolvency filed by an operational creditor against STPL and initiated Corporate Insolvency Resolution Process ('CIRP') under the Insolvency and Bankruptcy Code, 2016 ('IBC'). However, subsequently, in response to the appeal filed against the NCLT order, the Hon'ble National Company Law Appellate Tribunal ('NCLAT') vide its order dated 26th September 2022

directed the Interim Resolution Professional ('the IRP') to abstain from taking any steps and has allowed STPL to participate further with the Ministry of Power in continuation of the earlier meetings/ discussions for making the plant operational.

In view of significant uncertainties associated with the outcome of CIRP proceedings and in the absence of adequate evidence to support the appropriateness of going concern assessment of STPL, we are unable to obtain sufficient appropriate audit evidence to comment on adjustments, if any, that may further be required to be made to the carrying value of the above mentioned noncurrent investment of ' 1,211.82 crores and inter-corporate deposit of ' 31.34 crores as at 31st March 2023 and the consequential impact thereof on the accompanying Statement for the year ended 31st March 2023.

The Statutory Auditors of the Company have given following qualification on the consolidated financial statements of the Company:

Sinnar Thermal Power Limited (STPL), is yet to commence operations and has incurred net loss amounting to ' 2,208.37 crores during the year ended 31st March 2023. The management has assessed that the STPL's status as going concern for the purpose of accounting is appropriate basis the steps being undertaken. Further, STPL's accumulated losses as at 31st March 2023 amount to ' 11,803.88 crores and its current liabilities exceed its current assets by ' 16,432.11 crores.

Also, STPL has defaulted in repayment of borrowings from banks and financial institutions, including interest, aggregating to ' 11,700.31 crores upto 31st March 2023. As described in the said note, the Company's other current financial liabilities as at 31st March 2023 include balances amounting to ' 5,581.60 crores, in respect of which confirmations from the respective lenders have not been received while in case of certain lenders, the balance of borrowings and accrued interest confirmed as compared to balance as per books is higher by ' 333.91 crores and ' 286.53 crores respectively. In management's view, the subsidiary company has accrued for all the dues payable to the lenders in accordance with the terms of the respective loan agreements/ sanction letters and carrying value of assets is recoverable as on 31st March 2023.

The Hon'ble National Company Law Tribunal, New Delhi (the 'NCLT) vide order dated 19th September 2022, admitted an application for insolvency filed by an operational creditor against STPL and initiated Corporate Insolvency Resolution Process ('CIRP') under the Insolvency and Bankruptcy Code, 2016 ('IBC'). However, subsequently, in response to the appeal filed against the NCLT order, the Hon'ble National Company Law Appellate Tribunal ('NCLAT') vide its order dated 26th September 2022 had directed the Interim Resolution Professional ('the IRP') to abstain from taking any steps and has allowed STPL to participate further with the Ministry of Power in continuation of the earlier meetings/ discussions for making the plant operational.

In view of significant uncertainties associated with the outcome of CIRP proceedings and the outcome of ongoing discussions with the lenders for settlement of dues and to secure firm and unconditional commitment for providing working capital loans / bank guarantees required for executing the power purchase agreement ('PPA') required to commence operations and the nonreceipt of balance confirmations from the lenders or sufficient and appropriate alternate audit evidence to support the management's assessment as mentioned above, we are unable to obtain sufficient appropriate evidence to comment on the appropriateness of going concern assessment of STPL by the management and/ or adjustments, if any, that may further be required to be made to the carrying value of assets including property, plant and equipment of STPL aggregating to ' 7,685.67 crores and the liabilities aggregating to ' 6,202.04 crores as at 31 March 2023, included in the Group's consolidated financial results and the consequential impact thereof on the accompanying consolidated financial results for the year ended 31st March 2023.

No fraud has been reported by the Statutory Auditors, details of which are required to be disclosed u/s 143(2) of the Act.

MANAGEMENT RESPONSE ON STATUTORY AUDITOR QUALIFICATION/COMMENTS

Please refer Point No. 12(D) of the Corporate Governance Report on page 94 of Annual Report.

AUDIT COMMITTEE

The Audit Committee as on March 31, 2023 comprised of four members namely, Mr. Jeevagan Narayana Swami Nadar who is also the Chairperson of the Committee, Mrs. Pritika Poonia, Mr. Sanjiv Chhikara, Independent Directors and Mr. Rajiv Rattan, a non-independent director. Post closure of Financial year the audit committee was reconstituted on September 02, 2023 and Mr. Ajay Kumar Tandon was appointed as its new member. All the recommendations made by the Audit Committee, as to various matters, during the year under review, were accepted by the Board. A detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review, is set out in the Corporate Governance Report, which forms a part of the Annual Report.

COST AUDITORS

The Company is required to maintain cost accounts and records as stipulated in terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records And Audit) Rules, 2014. Accordingly, the stipulated cost accounts and records are being maintained by the Company. The Board has appointed M/s Nisha Vats & Co. Cost Accountants as the cost auditors for conducting the audit of cost records of the Company for the financial year 2022-23.

A proposal for ratification of remuneration of the Cost Auditors for the financial year 2022-23 is placed before the Members for ratification.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board had appointed M/s. S. Khandelwal & Co, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2023, is annexed as Annexure-E to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

Pursuant to Regulation 24(A) of Listing Regulations, the Company has obtained annual secretarial compliance report from M/s.

S. Khandelwal & Co, Practicing Company Secretaries. The Secretarial Compliance Report also does not contain any qualification, reservation, adverse remark or any disclaimer.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has proper system in place to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that system is adequate and operating effectively.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) and 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge and ability, state/confirm that:

1. in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed and there were no material departures from the same;

2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and the profits/loss of the Company for the year ended on that date;

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews from management and audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2022-2023.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee to consider and resolve all sexual harassment complaints. Your Company has framed a policy on Sexual Harassment of Women to ensure a free and fair enquiry process on complaints received from the women employee about Sexual Harassment, also ensuring complete anonymity and confidentiality of information. During the year under review, there were no cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

LISTING WITH STOCK EXCHANGES

The shares of the Company continue to remain listed with BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges for the financial year 2023-2024, has been duly paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Company has been pioneer for propagating energy conservation and operational efficiency with the objective of providing substantial benefit to customers in the form of reduced emissions, pollutants and deliver cost effective and environment friendly energy solutions.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134(3) (m) of the Companies Act,2013 and Rule 8(3) of Companies (Accounts) Rules, 2014, are provided in Annexure-C, which forms a part to this Report.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS/FIs ALONG WITH REASONS THEREOF.

There was no one time settlement done during the financial year 2022-23.

GREEN INITIATIVES

This year too, Annual Report and the notice of the 16^th Annual General meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, KFin Technologies Limited.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take place in the manner so laid down

ACKNOWLEDGEMENT

Your directors take the opportunity to express their sincere gratitude to the Investors and to bankers of the Company, the governmental authorities, the employees of the Company and other persons and entities associated with the Company, for their continued assistance and support which has enabled the Company to turn into a major power supplying entity in the private sector thereby being able to earn substantial operational revenues and start making profits.

For RattanIndia Power LimitedSd/-Rajiv Rattan

Date: 05.09.2023 Executive Chairman

Place: New Delhi DIN: 00010849