Bhilwara Energy Limited Annual Report...

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Corporate InformationBOARD OF DIRECTORS

Mr. Ravi Jhunjhunwala, Chairman

Mr. Riju Jhunjhunwala, Managing Director

Mr. Rishabh Jhunjhunwala, Managing Director

Dr. Kamal Gupta

Ms. Niharika Bindra

Mr. Rajeev Kalra

KEY EXECUTIVES

Mr. O. P. Ajmera, President & CEO

Mr. Sudhir Sood, President & CHRO

Mr. Krishna Prasad, CFO

COMPANY SECRETARY

Mr. Ravi Gupta

TECHNICAL CONSULTANTS

M/s RSW Inc., Canada (Subsidiary of AECOM)

M/s Indo Canadian Consultancy Services Limited

STATUTORY AUDITORS

M/s S. S. Kothari Mehta & Co.Chartered Accountants,New Delhi

INTERNAL AUDITORS

M/s KRA & AssociatesChartered Accountants,New Delhi

FINANCIAL INSTITUTIONS / BANKERS

Aditya Birla Finance Limited

Indian Renewal Energy Development Agency Limited(IREDA)

IDBI Bank Limited

YES Bank Limited

HDFC Bank Limited

AXIS Bank Limited

State Bank of India

REGISTERED OFFICE

Bhilwara Bhawan,40-41, Community Centre,New Friends Colony,New Delhi-110 025

CORPORATE OFFICE

Bhilwara TowersA-12, Sector-1,Noida -201 301 (NCR Delhi)

CIN: U31101DL2006PLC148862

Annual Report 2016-17

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Proven record of excellence...Bhilwara Energy Limited (BEL) is the flagship Company in the power sector of the LNJ Bhilwara Group. The Group is one ofIndia’s most credible and trusted with turnover of Rs. 6,600 Crores.

Being the principal Company for all its power ventures globally, BEL is focusing on the Group’s portfolio in power business andpower generation.

The Company has the marquee global partners such as Statkraft, Norway, AECOM (RSW, Inc.), Canada and IFC, Washington.The Company’s subsidiary, Indo Canadian Consultancy Services Limited, has expertise in power project consultancy in hydroand thermal projects.

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Our Projects...The Company is a team of highly experienced and qualified professionals which have the capability of executing complexprojects in the renewable energy segment.

BEL has successfully commissioned two of its hydro electric projects and four wind power projects:

• 86 MW Malana HEP in Himachal Pradesh

• 192 MW Allain – Duhangan HEP in Himachal Pradesh

• 49.5 MW Wind Power Project in Satara, Maharashtra

• 20 MW Captive Wind Power Project in Jaisalmer (Rajasthan)

• 14 MW Wind Power Project in Bhendawade, Maharashtra

• 20 MW Wind Power Project in Jaisalmer (Rajasthan)


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Capacity to nurture more...The Company has developed the best practices by its commitment to achieving excellence in the Quality of generation andsupply of dependable power to its customer and nurturing sustainability and safeguarding the environment. It has takennumerous initiatives towards social upliftment and overall development of areas within and adjoining the project sites.

As recognition of its focus towards, Occupational Health &Safety management, Quality & Environment Management, ADHydro Power Ltd. has been awarded OHSAS 18001:2007, ISO 14001:2015 & ISO 9001:2015 certificates to comply with therequirement of these management systems. Malana Power Company Ltd. is also a OHSAS 18001:2007, ISO 14001:2004 & ISO9001:2015 certified company, compliant with the requirement of these Occupational Health & safety , Quality and Environmentmanagement systems respectively.

As the Company is committed to keep all its people safe and healthy at work, MPCL and ADHPL have taken membership ofNational Safety Council, India. ADHPL is also a member of British Safety Council.

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CSR Initiaives...The Corporate Social Responsibility is an integral part of the business that extends beyond statutory obligations. The Company’sefforts are primarily mediated towards improving the quality of life of people living around its projects and the society atlarge.

As a constructive partner in the communities in which it operates, the company has been spending on education, health andinfrastructure development, employment opportunities, sports, cultural and religious activities in and around the area of itsprojects.

The Company’s subsidiary is running one primary health centre at Prini (H.P.), having well experienced medical officer andparamedical staff, and is also actively supporting the educational institutions located in and around the project area.

MPCL & ADHPL has launched an online scholarship program by the name 'MPCL & ADHPL Vidyasaarathi Scholarship Program'.This is a technology-enabled CSR initiative in collaboration with NSDL e-Gov & Tata Institute of Social Sciences to bridge thegap in educational scholarship in the state of Himachal Pradesh through an online platform.

Focusing on Women empowerment, MPCL and ADHPL started "Women Sewing Training Centre" at Dist. Kullu, HimachalPradesh.

To promote sports, AD Hydro Power Limited sponsored "District Level badminton tournament" as part of its CSR activities.

MPCL has undertaken construction of a nature park at Babeli, Dist. Kullu.


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Chairman’s MessageDear Shareholders,

The private sector has contributed greatly tobuilding India’s power generation andtransmission capability over the last decade, thusenergising the nation’s economic growth engine,and providing access to reliable power supplyto a large number of hitherto underservedcitizens. The nation is today largely free of thecrippling problems of power shortages andunreliable supply, which plagued economicgrowth in the past.

In a significant transformation, India has becomepower surplus from chronic power shortage.India’s rank increased to 26 in 2017 from 99 in2015 on World Bank’s Ease of getting ElectricityIndex.

A record capacity addition of around one-fifthof current conventional power capacity andcapacity addition of 157% in solar power hasbeen witnessed in the last two years. The all Indiainstalled power generation capacity stood at3,26,848 MW as on 31.03.2017 comprising of2,18,330 MW from Thermal, 44,478 MW fromHydro, 6,780 MW from Nuclear and 57,260 MWfrom Renewables. The highest-ever increase intransmission lines and sub-stations improved thetransmission scenario resulting in affordablepower to consumers.

In 2016-17, for the first time, net capacityaddition of renewable power exceeded that ofconventional power.

The radical pace at which reforms have beenushered in the Power Sector in the recent yearshave resulted in total transformation of marketlandscape and posed challenges of a newkind.In 2016-17, for the first time, net capacityaddition of renewable power exceeded that ofconventional power. The massive thrust by thepolicy makers on renewables has resulted in newopportunities as well as threats for diversified

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Power Companies. Hydro Power Projects are capital intensive and have long gestation period. These disadvantagesare however offset by the long term benefits of Hydro Power. In contrast, with low gestation and favorablegovernment policies, solar and wind energy have become the focus of attention of all power companies.

Our country is endowed with an enormous hydropower potential and most of it is yet to be harnessed.

Govt of India is taking various measures for expediting hydro development in the country.

On policy front, Revised tariff policy 2016 has been notified. Government is also in the process of formulating anew Policy to harness Hydro electric power. A Mega Power Policy is being contemplated with objectives of -Facilitating competitive bidding for future Power Purchase Agreements (PPAs), ensuring long-term project viabilityand providing employment generation at large scale.

As a commercial enterprise, it is the primary responsibility of the Management to protect and maximize thewealth of its Shareholders. In such a scenario, your Management is resolute that it will not follow the path ofreckless expansion and diversification at the cost of commercial prudence. The decisions of the company toundertake any new venture shall be guided by sound business principles and economic viability of the projects.

Bhilwara Energy Limited has a strong ethical, value based culture which is exercised not only in its business activities,but also in its interactions with its communities and through sustainability initiatives, making it a neighbour ofchoice. In addition, responsible employee practices have led to an engaged and productive work force which isdedicated to keeping your Company at the helm in the industry.

The entire team of Bhilwara Energy Limited joins me in expressing our deep appreciation to the employees, theBoard of Directors, all our partners and Governments at the Centre and the States; Regulators as also ourstakeholders, for their support, co-operation and understanding. I would also like to express our appreciation toyou, our shareholders, for your support and understanding, both, in good times and in challenging times.

With Best Regards,

Ravi JhunjhunwalaChairman


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The MembersBhilwara Energy LimitedDear Members,The Directors of the Company are pleased to present theirEleventh (11th) Annual Report on the business and operationsof the Company and Audited Statement of accounts for theyear ended 31st March, 2017 together with the Auditors’ Report.

1. FINANCIAL SUMMARY OR HIGHLIGHTS /PERFORMANCE OF THE COMPANY (STANDALONE& CONSOLIDATED)

(Amt. in `̀̀̀̀ Millions)

Particulars Standalone ConsolidatedFor the financial For the financial

year ended year ended31st March 31st March 31st March 31st March

2017 2016 2017 2016Revenue from operations 162.09 142.92 3834.34 3972.81

Other Income 36.42 30.64 571.4 810.92

Total Revenue 198.51 173.56 4405.74 4783.73

Operating and 87.63 111.08 1141.33 1079.34Administrative Expenses

Operating Profit before 110.88 62.48 3,264.41 3,704.39Interest, Depreciation & Tax

Depreciation & 38.16 41.78 990.28 989.63Amortization Expenses

Profit/ (Loss) before 72.72 20.70 2,274.13 2,714.76finance costs andExceptional Items and Tax

Finance Costs 254.31 299.3 1659.35 1774.76

Exceptional Items - 185.5 - 26.9

Profit/(Loss) before tax (181.59) (93.10) 614.78 913.10

Tax Expenses 0 0 141.14 137.18

Net Profit/(Loss) (181.59) (93.10) 473.64 775.92

Non-Controlling Interest - - 323.96 449.78

Profit/(Loss) for the period (181.59) (93.10) 149.68 326.14

Other Comprehensive (0.78) (0.11) (1.54) 4.08Income

Non-Controlling Interest - - 0.39 (1.97)of other ComprehensiveIncome

Total Comprehensive (182.37) (93.21) 148.52 328.25Income/(Loss) for the year

Earning Per Share (in `)

i) Basic (1.10) (0.56) 0.90 1.98

ii) Diluted (1.10) (0.56) 0.90 1.98

The Standalone and Consolidated Audited Balance Sheetfor the FY 2016-17 is attached to this Annual Report.

2. OVERALL PERFORMANCEStandalone:During the financial year 2016-17, the Company onstandalone basis recorded the total Revenue fromoperations of ` 162.09 millions as against Revenue of` 142.92 millions during the previous financial year. TheCompany suffered the Net Loss of ` 181.59 millions as

against Net Loss of ` 93.10 millions in the previousfinancial year.

Consolidated:During the financial year 2016-17, the Company onconsolidated basis recorded the total Revenue of` 4405.74 million as against the total Revenue of ̀ 4783.73million during the previous financial year. The Net Profit(after non-controlling interest) during the financial year is` 149.68 million as against ̀ 326.14 million in the previousfinancial year.

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATESAs on 31st March, 2017, the Company has ten (10)subsidiaries which are as follows:

• Malana Power Company Limited

• AD Hydro Power Limited

• NJC Hydro Power Limited

• Chango Yangthang Hydro Power Limited

• Bhilwara Green Energy Limited

• BG Wind Power Limited

• LNJ Power Ventures Limited

• Indo Canadian Consultancy Services Limited

• Green Ventures Private Limited, Nepal

• Balephi Jalvidhyut Company Limited, Nepal

The Audited Financial Statement of each of the SubsidiaryCompany has been placed on the website of the companyi.e. www.bhilwaraenergy.com. The Financial Statementsof the Subsidiary Company are kept for inspection by theshareholders at the registered office of the Company. TheCompany shall provide the copy of the financialStatements of its Subsidiary Companies to theshareholders upon their request.

There has been no material change in the nature ofBusiness of the subsidiaries.

A report on the performance and financial position of theSubsidiary Company as per the Companies Act, 2013 inForm AOC-1 is annexed as Annexure-I forming part ofthis report.

4. CONSOLIDATED FINANCIAL STATEMENTThe Consolidated Financial Statements have beenprepared by the Company in accordance with theapplicable Accounting Standards. The auditedconsolidated financial statements together with Auditors’Report form part of the Annual Report.

The Financial results as above are available on thewebsite of the Company and can be accessed onwww.bhilwaraenergy.com.

5. STATEMENT OF COMPANY AFFAIRS/ PROJECTSTATUS & INFORMATION/ SUBSIDIARIESCOMPANIESPROJECTS DEVELOPED BY THE COMPANY(i) 14 MW Wind Power Project in Distt. Kolhapur,

MaharashtraThe generation during the year stood at 26.71 MillionkWh in the financial year 2016-17 as compared to23.66 Million kWh in the previous financial year 2015-

DIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2016-17

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16. The Company recorded revenue from operationsof ` 162.09 million during the financial year 2016-17as compared to ` 142.92 million in the previousfinancial year. The power generated from this projectis being sold to Maharashtra State DistributionCompany Limited (MSEDCL) on long term PPA for13 years. The Project is availing Generation BasedIncentives (GBI) provided by MNRE, Government ofIndia.

The company is in the process of selling this projectto M/s Hero Wind Energy Pvt. Ltd as a going concernon slump sale basis.

(ii) 7.50 MW Khangteng HEP (Arunachal Pradesh)The project is proposed to be developed asstandalone project. The power purchase agreementfor Khangteng HEP has been signed withGovernment of Arunachal Pradesh (GoAP) forduration of 25 years from the commissioning of theproject. The company is exploring the possibility tocomplete the project along with Government ofArunachal Pradesh.

HYDRO POWER PROJECT UNDER THESUBSIDIARIES(i) Malana Power Company Limited-86 MW Malana

HEP (Himachal Pradesh)Malana Power Company Ltd. (MPCL), a subsidiaryof your company, is engaged in the generation &transmission of energy from its 86 MW Malana HydroElectric Project in the state of Himachal Pradesh.The Malana HEP is in operation since 2001.

During the period under review, MPCL recordedrevenue from operations of ` 78.51 crore during thefinancial year 2016-17 as compared to ̀ 81.49 crorein the previous financial year. The Other incomeduring the financial year 2016-17 was ` 54.18 crorevis-a-vis ` 57.28 crore in financial year 2015-16, outof which ` 51 crore other income is attributable tothe interest on sub-debt provided to AD Hydro PowerLimited. The actual payment of the sub-debt interestfrom AD Hydro Power Limited to Malana PowerCompany Limited will be done subject to covenantsstipulated in the financing documents of AD HydroPower Limited. The Net profit during the financial year2016-17 was at ̀ 64.84 crore as compared to ̀ 51.67crore in the previous financial year.

The generation during the financial year 2016-17stood at 354.07 Million Kwh as compared to 344.23Million kWh in the previous year.

(ii) AD Hydro Power Limited- 192 MW AllainDuhangan HEP (Himachal Pradesh)AD Hydro Power Ltd (ADHPL), a step downsubsidiary of your Company, is engaged in thegeneration & transmission of energy from its 192 MWAllain Duhangan Hydro Electric Project in the stateof Himachal Pradesh.

The Company recorded revenue from operations of` 203.29 crore during the financial year 2016-17 ascompared to ` 221.04 crore in the previous financialyear. The Net profit during the financial year 2016-17 was at ` 2.52 crore as compared to net profit of` 36.69 crore in the previous financial year.

The generation during the year stood at 679.10Million kWh in the financial year 2016-17 as

compared to 721.94 Million kWh in the previousfinancial year 2015-16.

(iii) NJC Hydro Power Limited-780 MW NyamjangChhu HEP (Arunachal Pradesh)NJC Hydro Power Limited (NHPL), a wholly ownedsubsidiary of your company, is having license todevelop of 780 MW Nyamjang Chhu Hydro ElectricProject in the state of Arunachal Pradesh. All themajor clearances for the project have been obtainedand some clearances are yet to be issued both atthe centre and state level.

The Environmental Clearance of the project andStage-I Forest Clearance were challenged in NationalGreen Tribunal (NGT) in 2012 by a NGO ‘Save MonRegion Federation’. NGT as per their order dated 7th

April, 2016, has mandated the Ministry ofEnvironment & Forests (MoEF & CC) to carry outthe studies on “E-flow requirement for protection ofHabitat of the Black Necked Crane and for theconservation of the Black Necked Crane” fromWildlife Institute of India, Dehradun. Subsequently,after completion of the studies, public hearing willbe conducted before the case is considered afreshfor reinstating environmental clearance.. The studysuggested by NGT has been awarded to WildlifeInstitute of India, Dehradun by MoEF & CC and theyhave started the studies on the project. Therefore,no project activities can be taken up till the issuesregarding environmental clearance are settled andthe environmental clearance is reinstated.

(iv) Chango Yangthang Hydro Power Limited-180 MWChango Yangthang HEP (Kinnaur District,Himachal Pradesh)Chango Yangthang Hydro Power Ltd (CHYPL), awholly owned subsidiary of your company, is havinglicense to develop 180 MW Chango Yangthang HydroElectric Project in the state of Himachal Pradesh.

Due to various reasons, the CHYPL is not able todevelop this project and has recently surrenderedthe project and simultaneously filed application withGovt of H.P. for refund of upfront premium andsecurity deposit of ` 39.69 crore along with interest@ 10% .

(v) 200 MW Bara Bangahal HEP (Chamba District,Himachal Pradesh)The members are aware that the 200 MW BaraBhangal Hydro-electric Project (HEP) on River Raviin Indus Basin located in District Chamba ofHimachal Pradesh was allotted to MPCL. As apprisedto the members in the previous Report, some partof project falls under Dhauladhar Wild Life Sanctuary(DWLS). After approval of the Govt. of HimachalPradesh (GoHP) to implement Bara Bangahal Hydro-electr ic Project (200 MW) in two stages, aSupplementary Pre-Implementation Agreement(SPIA) was signed with the State Government on03.02.2014 to implement Bara Bangahal Stage – IHEP (92 MW). The Company had mentioned thedifficulty due to wildlife norms, and had written tothe Directorate of Energy, Government of HimachalPradesh vide letter dated 09.12.2015 and expressedits inability in doing project. In this regard, theCompany had also requested for refund of the entireamount of upfront premium of ` 612.00 million paidby MPCL for allotment of the project along with


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interest @ 12%. The matter is under considerationwith the State Government.

(vi) Green Ventures Pvt Ltd-52.40 MW (earlier 120MW) Likhu-IV HEP (Nepal)As apprised to the members in the previous reportthat the company is also exploring the opportunityto sell off the project. In this process, companyexecuted Share Purchase Agreement with M/sTriveni Energy Pvt Ltd, an existing joint venturepartner of your company for sale of company stakein Green Venture Private Limited for ` 21.807 crore.The company has applied with RBI approval for thisstake sale and is awaiting approval.

(vii) Balephi Jalbidhyut Company Ltd-50 MW BalephiHEP (Nepal)Balephi Jalbidhyut Company Limited (BJCL), Nepal,a subsidiary of your company, got the project capacityrevised to 23.52 MW (earlier 50 MW) and PPA alsogot executed with NEA for the revised capacity.

The company is also exploring the opportunity tosell off the project.

WIND POWER PROJECTS UNDER SUBSIDIARIES(i) Bhilwara Green Energy Limited-49.50 MW Wind

Power Project in Distt. Satara, MaharashtraBhilwara Green Energy Ltd (BGEL), a wholly ownedsubsidiary of your company, is engaged in generationof 49.50 MW Wind power project in Distt. Satara,Maharashtra.

During the current financial year 2016-17, BGELrecorded Revenue from operation of ` 63.35 Croreas against ̀ 57.19 Crore in the previous year. Duringthe current financial year 2016-17, BGEL recordedNet Profit of ` 4.70 Crore as against Net profit of` 0.65 Crore during the previous year.

The total generation during the FY 2016-17 stood at107.93 MUs as compared to 97.68 MUs in theprevious year.

The power generated from this project is being soldto Maharashtra State Distribution Company Limited(MSEDCL) on long term PPA for 13 years. TheProject is availing Generation Based Incentives (GBI)provided by MNRE, Government of India. However,the company is experiencing substantial delay inreceipt of payment from MSEDCL.

The company is in the process of selling its equitystake in BGEL to M/s Hero Wind Energy Pvt. Ltd.

(ii) LNJ Power Ventures Limited-20 MW Wind PowerProject in Distt. Jaisalmer, RajasthanLNJ Power Ventures Limited (LNJPVL), a subsidiaryof your company, is engaged in generation of 20 MWWind power project in Distt. Jaisalmer, Rajasthanunder Group Captive Scheme along with M/s RSWMLimited.

The power generated from this Project is being soldto M/s RSWM Ltd. under Group Captive Structureunder a long term PPA for 20 years.

During the financial year 2016-17, LJPVL recordedRevenue from operation of ` 16.50 Crore as against` 17.14 Crores during the previous year. During thefinancial year 2016-17, LNJPVL suffered loss of` 2.68 Crore as against loss of ` 2.02 Crores duringthe previous year.

The generation during the FY 2016-17 stood at` 29.20 MUs as compared to 29.72 MUs in theprevious year.

The company is in the process of selling its equitystake in LNJPVL to M/s Hero Wind Energy Pvt. Ltd.

(iii) BG Wind Power Limited-20 MW Wind PowerProject in Distt. Jaisalmer, RajasthanBG Wind Power Limited, a wholly owned subsidiaryof M/s Bhilwara Green Energy Limited, is engagedin generation of 20 MW Wind power project in Distt.Jaisalmer, Rajasthan.

The Board is pleased to inform you that afterconsistent follow-up and effor ts put by themanagement for 2 years, BG Wind has been able tocommission the project on 24th January 2017 onAverage Power Purchase Cost (APPC) mode.

Due to commissioning in the last quarter of thefinancial year and first few months being stabilizationperiod, not much of the energy could be generated.

The total revenue during the current financial year2016-17 is ` 9.37 lac as against ` 7.29 lac duringthe previous financial year. In the current financialyear, BG Wind suffered loss of ̀ 2.77 crore as againstloss of ` 0.07 crore in the previous financial year.The loss component during the year consist mainlyof finance cost and depreciation from the date ofcommissioning to year end.

The power generated from this project is being soldto Jodhpur Vidyut Vitaran Limited at APPC rate onPPA valid till 31st March 2019. The Project is eligiblefor Generation Based Incentives (GBI) provided byMNRE, Government of India and also eligible forRenewable Energy Certificate provided by Govt. ofIndia.

OTHER SUBSIDIARIES(i) Indo Canadian Consultancy Services Limited

Indo Canadian Consultancy Services Ltd (ICCS),subsidiary of your company, is engaged in theconsultancy of hydro power.

During the current year, the Company had subscribedto the right issue of the ICCS. Pursuant to this, theCompany’s holding in ICCS has increased from 51%to 75.50%.

During the current financial year 2016-17, ICCSrecorded Revenue from operation of ̀ 64.25 Millionsas against ` 71.18 Millions in the previous year.During the current financial year 2016-17, ICCSrecorded Net Loss of ` 2.79 Millions as against lossof ` 0.89 Millions during the previous year.

SALE OF WIND ASSETSAs you are aware that the member of the companyin their meeting held on 8th June, 2017 has approvedthe sale of the company’s 14 MW Wind power projectsituated at site Bhendewade, District KolhapurMaharashtra as a going concern on slump sale basis,sale by transfer of 100% equity shares of M/sBhilwara Green Energy Limited having 49.5 MWWind power project in Maharashtra and sale bytransfer of 100% equity shares held by company(company hold 74% equity shares) in M/s LNJ PowerVentures Limited having 20 MW wind power projectin Rajasthan to M/s Hero Wind Energy PrivateLimited or any of the subsidiary/associate/entity

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nominated by M/s Hero Wind Energy Private Limited.

The sale process (including agreements, conditionprecedents etc) is in advance stage of discussion.The proceeds of the sale would be utilized to retirethe debt of the company; acquisition of 20 MW BGWind Power Limited, pay off the transaction costsand other general corporate purpose.

6. ADOPTION OF IND AS IN THE FINANCIAL STATEMENT(STANDALONE & CONSOLIDATED)The Ministry of Corporate Affairs (MCA), vide itsnotification in the official gazette dated February, 16, 2015,notified the Indian Accounting Standards (IND AS)applicable to certain classes of Companies. IND AS hasreplaced the existing Indian GAAP prescribed underSection 133 of the Companies Act, 2013, read with Rule7 of the Companies (Accounts) Rules, 2014.

For Bhilwara Energy Limited, IND AS is applicable fromApril 1, 2016, with a transition date of April 1, 2015. Thereconciliation and the effect of the transition from IGAAPto IND AS have been provided in the notes to the financialstatements. Accordingly, the Financial Statements for theyear ended 31st March 2017 have been prepared inaccordance with Ind AS on the historical cost basis exceptfor certain financial instruments that are measured at fairvalues. The Financial Statements for the year ended 31stMarch 2016 have been restated to comply with Ind AS tomake them comparable.

The MCA notification also mandates Ind AS applicabilityto subsidiary Companies and hence the Company alongwith its subsidiaries have prepared and reported financialstatements under Ind AS including consolidated FinancialStatements of the Group.

These financial statements are the Company’s first IndAS financial statements. The Company has adopted allthe Ind AS standards and the adoption was carried out inaccordance with Ind AS 101 First time adoption of IndianAccounting Standards. Previous year numbers in thefinancial statements have been restated in accordancewith Ind AS.

The Audited Standalone & Consolidated FinancialStatements together with the Auditor’s Report forms partof the Annual Report.

7. DIVIDENDIn view of the loss during the current year and otherfinancial commitments of the Company, your Director’sdo not propose any dividend for the financial year underreview.

8. INDUSTRY POTENTIAL & DEVELOPMENTThe power sector in India has witnessed a major additionin capacity in the last 2 years, making India the fifth largestinstalled capacity in the world. The all India installed powergeneration capacity stood at 3,26,848 MW as on31.03.2017 comprising of 2,18,330 MW from Thermal,44,478 MW from Hydro, 6,780 MW from Nuclear and57,260 MW from Renewable.

In 2016-17, for the first time, net capacity addition ofrenewable power exceeded that of conventional power.Record low tariffs of ` 2.44 per KWH were achieved insolar energy and of ` 3.46 per KWH in Wind energy.Highest ever wind capacity addition of 5.41GW wasachieved in 2016-17. Similarly, solar capacity increased367% in the last 3 years from around 2.6 GW to morethan 12.3GW.

India’s rank increased to 26 in 2017 from 99 in 2015 on

World Bank’s Ease of getting Electricity Index. During thefiscal year 2016-17, the energy availability was 1,135.332billion KWh with a short fall of requirement by 7.596 billionKWh (-0.7%). The peak load met was 156,934 MW with ashort fall of requirement by 2,608 MW (-1.6%). Thoughfew states are expected to face energy shortage, powerwould be made available adequately from the surplusregions with the higher capacity inter regional transmissionlinks.

In order to address the lack of adequate electricityavailability to all the people in the country by March 2019,the Government aims to generate two trillion units (kilowatthours) of energy by 2019 and is undertaking initiativesaimed at doubling the current production capacity toprovide 24x7 electricity for residential, industrial,commercial and agriculture use.

India has a total Wind Power Installation of 32 GW as onMarch 2017 and is ranked 4th globally after China, USAand Germany in terms of wind power capacity installation.

NIWE has estimated a wind power potential of India as102 GW at 80m hub height and 302 GW at 100m hubheight, which means there is huge untapped wind powerpotential which can be harnessed.

At the Paris Climate Summit in December 2015, Indiapromised to achieve 175 GW of renewable energy capacityby the year 2022. This includes 60 GW from wind power,100 GW from solar power, 10 GW from biomass and 5GW from small hydro projects. It also promised to achieve40% of its electricity generation capacity from non-fossilfuel based energy resources by 2030.

In February 2017, the first ever wind power competitivebidding conducted by SECI for 1000 MW under whichrecord low tariff of ` 3.46/unit was discovered. The powerfrom these 1,000 MW capacity will be supplied to stateswhich do not have adequate wind resources. Governmentis seeking to step up the pace of auctioning power-purchase contracts for wind-energy plants. Thegovernment also plans to offer approx 4 GW of windcapacity in the FY17-18 through competitive bidding.

While the expected large-scale renewable capacityadditions (mainly from solar and wind) will help in meetinga substantial par t of India’s Intended NationallyDetermined Contributions (INDC) commitments and isdefinitely a welcome step towards securing a green energyfuture for India, however power from these sources is wellknown for its inherent variability, hence the need foradditional firm balancing capacity is inevitable in theinterest of ensuring grid reliability and stability. Hence,development of hydro power plants could not only help inensuring grid reliability and stability but also reduce thedependency upon fossil fuel to generate power.

A recent committee report on ‘Policy Interventions forHydropower Development’, Ministry of Power, estimatesthat hydro capacity to the tune of 65 GW would need tobe developed by 2030. This would mean an addition ofapproximately 20 GW in the next 12–13 years. Hence amajor boost to revive the hydro power sector is a need ofhour. Realizing the need for the immediate revival of thehydropower sector in India, the Ministry of Power hasrecently forwarded a proposal to the Expenditure FinanceCommittee (EFC) of the Cabinet for approval. Thisproposal, apart from highlighting the importance of thehydro sector in ensuring long-term sustainable energysecurity, recommends strategies to accelerate hydropowerdevelopment. Key highlights of the proposal are givenbelow:


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a) Declaring all hydropower irrespective of size asrenewable power.

b) Hydropower purchase obligation within currentlymandated non-solar renewable purchase obligations(RPOs).

c) Interest subsidy of 4% during construction (max. of7 years) and 3 years post COD to all hydro projects>25 MW. Subsidy extended to only those projectsobtaining COD within 5 years of notification of thescheme.

d) Creation of a Hydro Power Development Fund(HPDF) to be funded from Coal Cess/National CleanEnergy Fund (NCEF)/Non-Lapsable Central Pool ofResources (NLCER)/or any other source.

Long term power markets have historically dominated thepower sector and expected to continue to do so. However,Indian power market is gradually shifting away from long-term agreements to short and medium-term agreements.Multiple factors have contributed to this shift, including ageneral expectation on continued reduction in power costsdriven by renewable energy. Development of short andmedium-term power market has significantly provided anopportunity to the Distribution Utilities to optimize theirpower purchase portfolio, not only to reduce their overallcost of purchase but also to meet their seasonable aswell as peak demand. However, in terms of size the short-term power market remained only 10.30% in 2016-17leaving ample scope to grow.

On the supply side, additional generation capacity hasincreased the power availability in the open market. Onthe other hand, industrial slowdown and strained financesof discoms/utilities have curtailed their demand of power.This aspect, coupled with the fact that demand growthhas been tepid, has resulted in unwillingness of procurersto tie themselves up with long term potentially “higherCost” power. Therefore, under the current Short-termpower market scenario, where power supply is more thanthe demand, there is a lot of pressure on short term powerprices. However, the impact of UDAY has started to comeup, which may increase the availability of finances withdiscoms/utilities. This may result in improvement of theirpower purchasing ability, which is likely to improve thepower demand in short term market wherein the companyis operating. We remain positive of our success tomorrowand in the years to come.

9. CORPORATE GOVERNANCEThe Company is committed to achieving the higherstandard of Corporate Governance by application of thebest management practices, compliance with law,adherence to ethical standards and discharge of socialresponsibilities. Your Company has in all spheres of itsactivities adequate checks and balances to ensureprotection of interest of all stakeholders. Your Companyalso endeavors to share, with its stakeholders’ openly andtransparently, information on matters which have a bearingon their economic and reputational interest.

The majority of the Board comprises of Non-ExecutiveDirectors’ including Independent Directors appointedunder the Companies Act, 2013, who play a critical rolein imparting balance to the Board processes, by bringingan independent judgment to decide on issues of strategy,performance, resources, standards of Company’sconduct, etc. The Audit Committee of the Board providesassurance to the Board on the adequacy of InternalControl Systems and Financial Systems.

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY,AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THEEND OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE ANDTHE DATE OF THE REPORTNo material changes and commitments, affecting thefinancial position of the Company have occurred duringthe end of the financial year of the Company to which theFinancial Statements relate and the date of the reportexcept the proposed sale of the wind project andInvestments of the Company in BGEL & LNJPVL asmentioned in this report.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLSWITH REFERENCE TO THE FINANCIAL STATEMENTSThe Company has adequate internal financial controls inplace with reference to the Financial Statementscommensurate with the size and nature of its business.An internal audit program covers various activities andperiodical reports are submitted to the management. TheAudit Committee reviews financial statements, internalaudit reports along with internal control systems. Duringthe year under review, these controls were evaluated andno significant weakness was identified in the operationsof control. The Company has a well defined organizationalstructure, internal rules and guidelines for conductingbusiness transactions.

12. PERSONNEL(i) INDUSTRIAL RELATION

The Industrial Relations during the period underreview generally remained cordial at the plants andcorporate office of the Company without anyuntoward incidents.

(ii) PARTICULARS OF EMPLOYEESThe information required pursuant to Section 197read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014,is annexed herewith as Annexure –II.Further, on 21st December, 2010, the company hasgranted stock options as per Bhilwara Energy ESOP2010 to its employees including those of subsidiarycompanies.

The Disclosures as required by Rule 12 ofCompanies (Share Capital and Debentures) Rules2014 is as under:-

Parameters/terms of grant ExplanationTotal number of options granted A total of 10,68,820

options are beingawarded in the currentgrant amounting to0.70% of the total paidup capital as on thegrant date.

Total number of options accepted 1,068,820Total number of Valid options 6,30,450Total number of options lapsed 4,38,365Option exercised NILThe total number of shares arising NILas a result of exercise of optionExercise price per option ` 82/-

Variation of terms of options N.A.Money realized by exercise of options NILTotal number of option in force 6,30,450

13

Parameters/terms of grant ExplanationEmployee wise details of optionsgranted to:

(1) Key managerial personnel Mr. O P Ajmera-1,28,027Mr. Ravi Gupta-6,353

(2) Any other employee who receives a Mr. O P Ajmera-1,28,027grant of options in any one year of Mr. Rakesh Mahajan-option amounting to five percent or 1,03,807more of options granted during that year.

(3) Identified employees who were NILgranted option, during any one year,equal to or exceeding one percent ofthe issued capital (excludingoutstanding warrants andconversions) of the company at thetime of grant

13. PUBLIC DEPOSITSThe details in regard to deposits, covered under ChapterV of the Companies Act, 2013 are mentioned hereunder;

a) Amount accepted during the year Nilb) Amount remained unpaid or unclaimed Nil

as at the end of the year

c) Default in repayment of deposits or payment ofinterest thereon during the year and if so, number ofsuch cases and the total amount involved

i) at the beginning of the year -N/A-ii) maximum during the year -N/A-iii) at the end of the year -N/A-

The company does not have deposits which are incontradiction of Chapter V of the Act.

Your Company has not invited any deposits from public/shareholders in accordance with Chapter V of theCompanies Act, 2013.

14. RESERVESNo amount was required to be transferred to Reserve.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS ANDCOMPANY’S OPERATIONS IN FUTUREDuring the year under review, there were no significantand material orders passed by the regulators or Courtsor Tribunals impacting the going concern status andCompany’s operations in future.

16. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGOThe information with regard to Conservation of Energy,Technology Absorption, Foreign Exchange Earnings andOutgo in accordance with the provisions of Section134(3)(m) of the Companies Act, 2013 read with Rule 8of the Companies (Accounts) Rules, 2014, is given asAnnexure III forming part of this Report.

17. DIRECTORS AND KEY MANAGERIAL PERSONNELDuring the year under review, there has been no changein the Board of Directors and Key Managerial Personnelof the Company.

Directors Retire By RotationPursuant to the provisions of Companies Act, 2013 Mr.Ravi Jhunjhunwala (DIN: 00060972) retires by rotation atthe forthcoming Annual General Meeting and being

eligible, seeks reappointment. The Board recommendshis re-appointment.

Re-appointments of Managing Director/s• Pursuant to the provisions of section 196 of the

Companies Act, 2013 and the approval of theShareholders in the 10th Annual General Meeting,Mr. Riju Jhunjhunwala was re-appointed as aManaging Director for a period of three (3) years i.efrom 17th August, 2016 to 16th August, 2019.

• Pursuant to the provisions of section 196 of theCompanies Act, 2013 and the approval of theShareholders in the 10th Annual General Meeting,Mr. Rishabh Jhunjhunwala was re-appointed as aManaging Director for a period of three (3) years i.efrom 17th August, 2016 to 16th August, 2019.

INDEPENDENT DIRECTORSYour Directors fur ther inform the members thatdeclarations have been taken from the IndependentDirector/s at the beginning of the financial year confirmingthat they meet the criteria of Independence as specifiedunder sub-section (6) of Section 149 of Companies Act,2013 and there has been no change in the circumstanceswhich may affect their status as independent Directorduring the year.

18. MEETINGS OF BOARDThe Board of Directors had met five times during thefinancial year 2016-17. The Meeting of the Board wereheld on 20th May, 2016, 29th August, 2016, 20th December,2016, 13th January, 2017 and 01st March, 2017.

The intervening gap between the meetings was withinthe period prescribed under the Companies Act, 2013.

The Attendance of the Board meetings held in the financialyear 2016-17 is as below:

S. Name of the Category No. of No. ofNo. Director Meetings Meetings

entitled Attendedto Attend

1 Mr. Ravi Chairman & 5 5Jhunjhunwala Non-Executive

Director

2 Mr. Riju Managing 5 5Jhunjhunwala Director

3 Mr. Rishabh Managing 5 1Jhunjhunwala Director

4 Dr. Kamal Non-Executive 5 5Gupta Director

(IndependentDirector)

5 Ms. Niharika Non-Executive 5 1Bindra Director

(IndependentDirector)

6 Mr. Rajeev Non-Executive 5 5Kalra Director

(NomineeDirector)

(ii) AUDIT COMMITTEEDuring the financial year 2016-17, the Audit Committeereviewed the Company’s financial results, Internal ControlSystems, Risk and Internal Audit Repor ts. Theproceedings of the Committee have been in accordancewith the provisions of the Companies Act, 2013 and Rulesmade thereunder. All the recommendations of the Audit


14

Committee were accepted by the Board during thefinancial year 2016-17.

All the Members of the Committee possess knowledge ofcorporate finance, accounts and corporate laws. TheStatutory Auditors, Internal Auditors and SeniorExecutives of the Company were invited to attend therespective meetings of the Committee.

During the financial year 2016-17 four Audit CommitteeMeetings were held. The meetings were held on 20th May,2016, 29th August, 2016, 20th December, 2016 and 01st

March, 2017.

The Composition & Attendance of the Audit Committeemeetings held in the financial year 2016-17 is as below:

S. Name of the Designation No. of No. ofNo. Director Meetings Meetings


1 Mr. Rajeev Kalra Chairman & 4 4Member

2 Dr. Kamal Gupta Member 4 43 Ms. Niharika Member 4 1

Bindra

The Company Secretary acts as the Secretary to theCommittee.

(iii) NOMINATION AND REMUNERATION COMMITTEEMEETING

During the financial year 2016-17, one Nomination andRemuneration Committee Meetings were held. Themeeting was held on 20th May, 2016.

The Composition & attendance of the meetings held inthe financial year 2016-17 is as below:



1 Dr. Kamal Gupta Chairman & 1 1Member

2 Mr. Ravi Member 1 1Jhunjhunwala

3 Ms. Niharika Member 1 1Bindra

4 Mr. Rajeev Kalra Member 1 1


(iv) CORPORATE SOCIAL RESPONSIBILITYCOMMITTEE MEETING

During the financial year 2016-17, One Corporate SocialResponsibility Committee Meeting was held on 20th May, 2016.

The Composition & attendance of the Corporate SocialResponsibility Committee meeting held in the financialyear 2016-17 is as below:



1 Dr. Kamal Gupta Chairman & 1 1Member

2 Mr. Riju Member 1 1Jhunjhunwala

3 Mr. Rajeev Kalra Member 1 1


(vi) INDEPENDENT DIRECTORS’ MEETINGThe Independent Directors met on 20th May, 2016and 16th May, 2017 without the attendance of NonIndependent Directors and members of theManagement. The Independent Directors reviewedthe performance of Non–Independent Directors andthe Board as a whole; the performance of theChairman of the Company, taking into account theviews of Executive Directors and Non–ExecutiveDirectors and assessed the quality, quantity andtimeliness of flow of information between theCompany Management and the Board that isnecessary for the Board to effectively and reasonablyperform their duties.

18 GENERAL MEETINGThe Annual General meeting of the members for theFinancial Year 2015-16 was held on 30th September, 2016.

19 PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIESAll the related party transactions entered into during thefinancial year were on an arm’s length basis and were inthe ordinary course of business. Your Company has notentered into any transaction with related parties whichcould be considered material in terms of section 188 ofthe Companies Act, 2013. Accordingly, the disclosure ofrelated party transactions as required under section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is notapplicable.

20 PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS UNDER SECTION 186The Provision of section 186 of the Companies Act, 2013with respect to loans, guarantees and security is notapplicable since the Company is engaged in providingInfrastructural Facilities and is exempt under section 186of the Companies Act, 2013. The details of the investmentmade during the year under review are disclosed in thenotes to the financial statement of the Company.

21 BOARD EVALUATIONThe Board is responsible for undertaking a formal annualevaluation of its own performance, committees andindividual Directors with a view to review their functioningand effectiveness and to determine whether to extend orcontinue the term of appointment of the independentdirectors. During the year, the Board carried out theperformance evaluation of itself, Committees and eachof the executive directors/non-executive directors/independent directors excluding the director beingevaluated. The evaluation of performance of IndependentDirector is based on the criteria laid down in theNomination and Remuneration policy which includesknowledge and experience in the field of power sector,legal, finance and CSR activities.

22 BUSINESS RISK MANAGEMENTThe objective of risk management at the Company is toprotect shareholder value by minimizing threats or lossesand identifying and maximizing opportunities. Anenterprise wide risk management framework is appliedso that effective management of risk is an integral part ofevery employee’s job.

The Audit Committee of the Company oversees the Riskfunctions. The Company’s risk management strategy isintegrated with the overall business strategies of theorganization and is communicated throughout the

15

organization. Risk management capabilities aide inestablishing competitive advantage and allowmanagement to develop reasonable assurance regardingthe achievement of the Company’s objectives.

The effectiveness of risk management strategies ismonitored both formally and informally by Management.There is no major risk which may threaten the existenceof the Company.

23 CORPORATE SOCIAL RESPONSIBILITY (CSR)The Company has constituted a Corporate SocialResponsibility Committee (CSR Committee) and on therecommendation of the CSR committee framed a CSRPolicy and the same may be accessed on the websitewww.bhilwaraenergy.com.

During the last three financial years, the company hadsuffered losses and hence was not required to make anyexpenditure towards Corporate Social Responsibilityactivity. The statement is annexed as Annexure IV heretowith this report.

24 NOMINATION & REMUNERATION POLICYPursuant to the provisions of section 178 of theCompanies Act, 2013 the Board of Directors on therecommendation of the Nomination and RemunerationCommittee has framed a policy for the appointment ofDirectors and Senior Management and KMP’s of theCompany and their remuneration. The Policy forms partof the Board Report as Annexure V and has also beendisclosed on the website of the Companywww.bhilwaraenergy.com.

25 STATUTORY AUDITORSM/s S.S. Kothari Mehta & Co., Chartered Accountants,Auditors of the Company, will mandatorily retire from theiroffice at the ensuing Annual General Meeting. They are,however, not eligible for re-appointment in terms ofprovisions of Section 139 of the Companies Act, 2013and rules thereunder.

During the year under review, the Auditors had notreported any matter under Section 143 (12) of theCompanies Act, 2013; therefore, no detail is required tobe disclosed under Section 134 (3) (ca) of the CompaniesAct, 2013.

Your Directors have recommended the appointment ofM/s Doogar & Associates, Chartered Accountants (FirmRegistration No.000561N) as Statutory Auditors of theCompany to hold office for a period of 5 consecutive yearsfrom the conclusion of the 11th Annual General Meetingof the Company scheduled to be held in the year 2017 tillthe conclusion of 16th Annual General Meeting to be heldin the year 2022 subject to the approval of theshareholders in the ensuing Annual General Meeting andsubject to ratification by members at every subsequentAnnual General Meeting, if required under the prevailinglaw at that time. They have furnished a certificate to theeffect that their appointment will be in accordance withinthe applicable provisions of the Companies Act, 2013.

26 AUDITORS’ REMARKSThe Auditors’ Report read along with notes to accounts isself explanatory and therefore does not call for any furthercomments.

The Auditors Report does not contain any qualification,reservation adverse remarks or disclaimer.

27 SECRETARIAL AUDITORThe Company had appointed M/s. P. Kathuria &Associates, Company Secretaries, to undertake theSecretarial Audit of the Company for the financial year2016-17, pursuant to Section 204 of the Companies Act,2013 and the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014. The SecretarialAudit Report is annexed herewith as Annexure VI for kindattention of the Members. The Secretarial Audit Reportdoes not contain any qualification, reservation, adverseremark or disclaimer.

28 INTERNAL AUDITORBased on the Audit Committee recommendations, theBoard had appointed of M/s KRA & Associates, CharteredAccountants (Firm Registration No. 002352N) as itsInternal Auditor for the financial year 2017-18. During theyear, the Company continued to implement theirsuggestions and recommendations to improve the controlenvironment.

29 VIGIL MECHANISM/WHISTLE BLOWER POLICYYour Board Reports to the members that with the objectiveof pursuing the business in a fair and transparent mannerby adopting the highest standards of professionalism,honesty, integrity, and ethical behavior and to encourageand protect the employees who wish to raise and reporttheir genuine concerns about any unethical behavior,actual or suspected fraud or violation of Company’s Codeof Conduct, the Company on the recommendation of theAudit Committee has adopted a Whistle Blower Policy.The policy adopted by the Company contains a frameworkwhereby the identity of complainant is not disclosed. ThePolicy has been disclosed on the website of the Companywww.bhilwaraenergy.com.

30 EXTRACT OF ANNUAL RETURNAs required pursuant to section 92(3) of the CompaniesAct, 2013 and rule 12(1) of the Companies (Managementand Administration) Rules, 2014, an extract of annualreturn in MGT 9 is Annexure VII is annexed hereto.

31 DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to Section 134(5) of the Act, the Board ofDirectors, to the best of their knowledge states thefollowing:

(a) that in the preparation of the annual accounts, theapplicable accounting standards had been followedalong with proper explanation relating to materialdepartures, if any;

(b) that such accounting policies had been selected andapplied consistently and judgment and estimateshave been made that are prudent to give a true andfair view of the state of affairs of the company as at31st March 2017 and of the profit of the company forthe year ended on that date;

(c) that the proper and sufficient care has been takenfor the maintenance of adequate accounting recordsin accordance with the provisions of the CompaniesAct, 2013 for safeguarding the assets of the companyand for preventing and detecting fraud and otherirregularities;

(d) that the annual financial statement has beenprepared on a going concern basis;


16

(e) that proper internal financial controls were in placeand that the financial controls were adequate andwere operating effectively;

(f) that the Company had devised proper systems toensure compliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.

32 GENERAL DISCLOSUREThe Company has a group policy in place againstSexual Harassment in line with the requirements ofthe Sexual Harassment of Women at the Workplace(Prevention, Prohibition & Redressal) Act, 2013.Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexualharassment.

No complaints were received during the financial year2016-17.

There was no change in the name of the Companyand its nature of business.

The financial year of the Company was same as ofprevious year.

To the best of our knowledge and belief there hasbeen no instance of fraud that has occurred orreported in the Company, during the financial year2016-17.

During the year, there was no change in the issuedshare capital of the company.

33 ACKNOWLEDGEMENTSYour directors acknowledge the assistance and continuedsupport provided by the Ministry of Power and Ministry ofEnvironment and Forests (Government of India),Government of Arunachal Pradesh, Government ofMaharashtra, Government of Rajasthan, Government ofHimachal Pradesh, Government of Federal DemocraticRepublic of Nepal, other Government Agencies, Lenders,Commercial Banks, Financial Institutions, PTC IndiaLimited and our valued customers & look forward to theircontinued support and cooperation in the coming yearsas well. Your Directors also like to express greatappreciation for the commitment and contribution of itsemployees at all levels.

Your Directors also place on record the appreciation forinvestors for their support and confidence reposed by themin the Company.

For and on behalf of the Board of DirectorsBhilwara Energy Limited

Ravi JhunjhunwalaChairman

(DIN 00060972)

Place: Noida (U.P)Date : 28th August, 2017

17

ANNEXURE – I TO THE DIRECTORS’ REPORTFORM AOC-1

Statement containing salient features of the financial statements of Subsidiaries (pursuant to first proviso tosub-section (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 (Form AOC-1)

Part"A": Subsidiaries (`̀̀̀̀ in lakhs)Particulars/ Malana AD Hydro Indo Green Balephi Bhilwara BG Wind NJC LNJ Changosubsidiaries Power Power Canadian Venturs Jalvidhyut Green Power Hydro Power Yangthang

Company Limited Consultancy (P) Limited, Company Energy Limited Power Ventures HydroLimited Services Nepal* Limited, Limited Limited Limited Power

Limited Nepal* Limited

The date when subsidiary 10.08.2017 10.08.2017** 31.03.2008 12.09.2007 12.03.2009 31.03.2001 27.10.2014* 16.12.2009 01.01.2013 30.03.2011acquired

Reporting Period 2016-17 2016-17 2016-17 2016-17 2016-17 2016-17 2016-17 2016-17 2016-17 2016-17

Reporting Currency INR INR INR INR INR INR INR INR INR INR

Issued, subscribed & paid 14,752.57 56,015.28 70.66 6,593.13 1,669.17 5,696.01 2,205.00 10,000.00 100 6,000.00up capital

Reserves 92,532.03 -17,173.13 -29.29 - 106.53 1,136.49 -270.41 -78.67 88.4 -37.56

Total assets 130,298.40 172,020.44 872.26 6,895.02 1,882.33 31,113.41 12,332.66 16,114.25 11,559.09 6,679.80

Total liabilities 23,013.80 133,178.29 830.89 301.89 106.63 24,280.91 10,398.07 6,192.92 11,370.69 716.55

Investment (except in - - - 0.05 - - - - - -subsidiary)

Turnover 7851.18 20329.55 642.51 - - 6,335.40 0.23 - 1,649.99 -

Profit before tax 7872.57 252.44 -27.92 - - 493.02 -277.28 -1.73 -268.01 -0.83

Provision for tax 1,388.88 - - - - 22.54 - - - -

Profit after taxation 6483.69 252.44 -27.92 - - 470.48 -277.28 -1.73 -268.01 -0.83

Proposed Dividend - - - - - - - - - -

% of Shareholding 51.00% 44.88% 75.50% 84.67% 95.86% 100% 100% 100% 74.00% 100%

* The date of acquisition of BG Wind Power Limited is same date on which Bhilwara Green Energy Limited acquired BG WindPower Limited.

** The date of acquisition of AD Hydro Power Limited is same date on which Malana Power Company Acquired AD Hydro PowerLimited.

* For the companies registered in Nepal- exchange rate has been taken as 100 INR (Indian `) = 160 NPR (Nepali Rupee)

Name of Subsidiaries which is yet to commence to operations:1. NJC Hydro Power Limited2. Chango Yangthang Hydro Power Limited3. Green Ventures Private Limited, Nepal4. Balephi Jalvidhyut Company Limited, Nepal

• Name of Subsidiaries which have been liquidated or sold during the year- NIL

Part-B: Associate and Joint VenturesThe Company does not have any Associate/Joint Venture Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

BHILWARA ENERGY LIMITED

Ravi Jhunjhunwala Riju Jhunjhunwala Krishna Prasad Ravi GuptaChairman Managing Director CFO Company SecretaryDIN: 00060972 DIN:00061060 M.No. F5731

Place : Noida (U.P.)Date : 28th August, 2017


18

ANNEXURE – II TO THE DIRECTORS’ REPORTThe information of employees receiving salary in excess of the limits as prescribed under the provisions of Section 197 read withRule 5, sub rule 2 & 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 under theCompanies Act, 2013, who were employed throughout or for a part of the financial year under review is given as under:

(A) Names of the top ten employees in terms of remuneration drawn

S. Name of Designation Remuneration Qualification Experience Age (in Date of Last Shareholding Nature of WhetherNo. Employee years) Commencement Employment in the employment employee is

of Employment held at Company relative ofDirector

1 *Mr. Riju Managing 4.002 Millions MBA 13.5 years 38 30/Apr/09 N.A. as NIL Contractual Mr. RijuJhunjhunwala Director Promoter Jhunjhunwala

Director is the Brotherof Mr. RishabhJhunjhunwala

2 **Mr. Rishabh Managing 4.002 Millions i) Bachelor of 7 Years 34 3/Jun/10 N.A. as NIL Contractual Mr. RishabhJhunjhunwala Director Computer Promoter Jhunjhunwala

Science in Director is the BrotherEngineering of Mr. Rijuand Bachelor Jhunjhunwalaof Science inPhilosophyfrom Universityof Michigan.ii) Master ofScience inMathematicsand Foundationsof ComputerScience fromUniversity ofOxford,Merton College.

3 Mr. Ravi Gupta AGM & Company 2.38 Millions B.Com, FCS, 17 Years 39 15/Jul/2009 Sara Textiles NIL Permanent N.A.Secretary LLB Ltd.

4 Mr. Krishna CFO (Assistant 1.92 Millions B.Com, FCA 16 Years 44 19/Mar/2016 Lanco NIL Permanent N.A.Prasad General Manager Mandakini

Finance) Hydro EnergyPvt. Ltd.

Note:*Mr. Riju Jhunjhunwala, Managing Director was re-appointed as the Managing Director for the period of 3 years w.e.f. 17thAugust, 2016.

**Mr. Rishabh Jhunjhunwala, Managing Director was re-appointed as the Managing Director for the period of 3 years w.e.f. 17thAugust, 2016.

(B) Names of every employee whose remueration falls under limit prescribed in Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014

S. Name of Designation Remuneration Qualification Experience Age Date of Last Shareholding Nature of WhetherNo. Employee (in ` ` ` ` ` millions) Commencement Employment in the employment employee is

of Employment held at Company relative ofDirector

1 - - - - - - - - - - -

2 - - - - - - - - - - -

19

ANNEXURE III TO DIRECTOR’S REPORT

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy NIL

(b) Technology Absorption

The Technology for Wind Power Project has been provided by AMSC Austria-subsidiary of USA based AmericanSuperconductors Corporation (AMSC) a well known Company in field of Wind Energy, through their business partners inIndia, who are acting as the EPC cum Project Developer. The operations and maintenance of the Wind Farm is also with theProject Developer. Our team has been extensively involved during all the phases of manufacturing, quality control, micrositing,erection and commissioning. The operations of the commissioned WTGs is also being monitored on a daily basis. Themaintenance of the WTGs is also being monitored on an ongoing basis.

The operations of Wind Power plant is monitored through SCADA, for which suitable training has been provided to our staffthrough site visits and live generation system.

(c) Foreign Exchange Earnings and Outgo (in `̀̀̀̀ Millions)

S. No. Particulars 2016-17 2015-16I Foreign Exchange Outgo

Traveling 0.0068 0.011

Professional charges NIL NIL

Consultancy Charges NIL NIL

Total 0.0068 0.011II Foreign Exchange Earnings

Foreign Exchange Earnings NIL NIL

Total NIL NIL


20

ANNEXURE IV TO THE DIRECTORS REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2016-17.

S. NO. PARTICULARS REMARKSA brief outline of the Company’s CSR policy, including overview of Refer to Point No. 17 (iv) & 23 on Corporateprojects or programs proposed to be undertaken and a reference to Social Responsibility in Director’s Report.the web-link to the CSR policy and projects or programs and theComposition of the CSR Committee.

1 Average Net Profit of the Company for last three financial years: NIL

2 Prescribed CSR Expenditure (two percent of the amount as in item NIL1 above):

3 Details of CSR spent during the financial year 2016-17:

a. Total amount to be spent for the financial year 2016-17: NIL

b. Total amount spent during the financial year 2016-17: NIL

c. Amount unspent, if any: NIL

d. Manner in which the amount spent during the financial year: NIL

Manner in which the amount spent during the financial year 2016-17

S. CSR project Sector in Projects or Amount outlay Amount spent Cumulative Amount spent:No. or activity which the Programs (budget) project on the Project expenditure Direct or through

identified Project is (State and or programs or Programs upto the implementingcovered district where wise reporting agency

projects or period.programs wereundertaken)

NIL NIL NIL NIL NIL NIL NIL NIL

NIL NIL NIL NIL NIL NIL NIL NIL

TOTAL NIL NIL NIL NIL

4. In case the Company has failed to spend the two percent of the average net profits of the last three financial yearsor part thereof, the reason for not spending the amount in the Board Report.During the last three financial years, the Company had suffered losses. Hence, the Company was not required to spend anyamount on the CSR activities.

5. A Responsibility Statement of the CSR Committee that the implementation and monitoring of the CSR Policy, is incompliance with the CSR objectives.The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectivesand policy of the Company.

Riju Jhunjhunwala Dr. Kamal GuptaManaging Director Chairman, CSR CommitteeDIN: 00061060 DIN: 00038490

21

ANNEXURE V TO THE DIRECTORS REPORT

NOMINATION & REMUNERATION POLICYPursuant to Section 178 of the Companies Act, 2013, the Company is required to constitute a Nomination and RemunerationCommittee with at least three or more non-executive Directors, out of which not less than one half shall be independent directors.The Company has already a Remuneration Committee with three Non Executive Independent Directors. In order to align thesame with the provisions of the Companies Act, 2013, the Board of Directors in their meeting held on 30th June, 2015, renamedthe “Remuneration Committee” as “Nomination and Remuneration Committee”.

The Nomination and Remuneration Committee and its Policy being in compliance with the provisions of Section 178 of theCompanies Act, 2013, read with the applicable Rules applies to the Board of Directors, Key Managerial Personnel and theSenior management Personnel of the Company.

“Key Managerial personnel (KMP) means and comprise-• Managing Director & Chief Executive officer;

• Whole-time Director;

• Company Secretary;

• Chief Financial Officer;

• Such other Officer as may be prescribed.

Senior Management comprise the personnel of the Company who are members of its core management team, excluding theBoard of Directors, so also, that would also include all members of management one level below the Executive Directors,including Functional Heads.

Role and Objective of Committee:1. To Formulate the criteria for determining qualifications, positive attributes and independence of a Director.

2. Identify persons who are qualified to become Directors and who may be appointed in senior management positions inaccordance with the criteria laid down in the policy.

3. Recommend to the Board the appointment and removal of Directors and Senior Management.

4. Carry out evaluation of every Director’s performance.

5. Formulate criteria for evaluation of Independent Directors and the Board.

6. Recommend to the Board a Policy, relating to the remuneration for the directors, key managerial personnel and Seniormanagement.

7. To devise a policy on Board diversity

8. To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directorsof the quality required to run Company successfully.

9. To ensure the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

10. To develop a Succession Plan for the Board and to review it regularly.

11. To perform such other functions as may be referred by the Board or be necessary in view of the provisions of the CompaniesAct, 2013 and Rules made thereunder.

Membership :1. The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least half of

them shall be independent.

2. Minimum two (2) members shall constitute a Quorum for a Committee meeting.

3. Term of the Committee shall be continued unless terminated by the Board of Directors.

Chairman:1. Chairman of the Committee shall be an Independent Director.

2. Chairperson of the Company may be appointed as a member of the Committee but shall not Chair the Committee.

3. In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them toact as Chairman.

4. Chairman of the Nomination and Remuneration Committee could be present at the Annual General Meeting or may nominatesome other member to answer the shareholders’ queries.

Frequency of Meetings:The meeting of the Committee shall be held at such regular intervals as may be required.

Committee Member’s Interests:1. A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or

when his or her performance is being evaluated.

2. The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

Voting :1. Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and

voting and any such decision shall, for all purposes, be deemed to be a decision of the Committee.


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2. In the case of equality of votes, the Chairman of the meeting will have a casting vote.

Appointment of Directors/KMP/Senior Officials:While recommending a candidate for appointment, the Committee shall have regard to:

• Assessing the appointee against a range of criteria which includes but not limited to qualifications, skills, experience,background and other qualities required to operate successfully;

• The experience and knowledge that the appointee brings to the role of KMP/Senior Officials, which, in turn, will enhancethe skill sets and experience of the Board as a whole;

• The nature of existing positions held by the appointee including directorship and such other relationship and the impact ofthe same on the Company’s welfare.

Letter of Appointment:The letter of appointment issued by the Company, should contains the terms and conditions of his/her appointment.

Policy on Board Diversity:The Nomination and Remuneration Committee shall ensure that the Board of Directors have the combination of Directors fromdifferent areas/fields or as may be considered appropriate in the best interests of the Company.

Remuneration of Directors, Key Managerial Personnel and Senior Management:The salaries of Directors, Key Management Personnel and other senior officials shall be based and determined on the individualperson’s responsibilities and performance and in accordance with the limits as prescribed statutorily, if any. The level andcomposition of remuneration/fee shall be reasonable and sufficient to attract, retain and motivate directors, Key ManagerialPersonnel and Senior Management to run the company successfully. The remuneration should also involve a balance betweenfixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and itsgoals.

1. Fixed Pay :Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration in accordance with thestatutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force. The salary paidneed to be competitive and reflective of the individual’s role, responsibility and experience in relation to performance of day-to-day activities to be usually reviewed on an annual basis;

2. Minimum Remuneration :If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to itsManagerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able tocomply with such provisions, with the prior approval of the Central Government.

3. Provision for excess remuneration :If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of thelimits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required,he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. TheCompany shall not waive recovery of such sum refundable to it, unless permitted by the Central Government.

4. Increment :Increments to the existing remuneration/compensation structure may be recommended by the Committee to the Board,which should be within the slabs approved by the Shareholders in the case of Managerial Person.

Remuneration to Non-Executive/Independent Director:1. Remuneration/Commission:

The remuneration/commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and theRules made there under for the time being in force.

2. Sitting Fees:The Non- Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board orCommittee(s) thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in theCompanies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the CentralGovernment from time to time.

Directors’ and Officers’ Insurance• Where any insurance is taken by the Company on behalf of its Directors, Key Managerial Personnel, Senior Management

Personnel etc for indemnifying them against any liability, the premium paid on such insurance shall not be treated as partof the remuneration payable to such personnel.

Other Provisions:• The Independent Directors shall not be entitled to any Stock Option.

Evaluation/ Assessment of Directors of the CompanyThe evaluation/assessment of the Directors of the Company is to be conducted on an annual basis.

The following criteria may assist in determining how effective the performance of the Directors have been:

• Contributing to clearly define corporate objectives & plans

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• Obtain adequate, relevant & timely information.

• Assess policies, structures & procedures

• Regular monitoring of corporate results against projections

• Review achievement of strategic and operational plans, objectives, budgets

• Identify, monitor & mitigate significant corporate risks

• Review management’s Succession Plan

• Effective meetings

• Clearly defining role & monitoring activities of Committees

• Review of ethical conduct

Additionally, for evaluation/assessment of the Performances of Managing Director(s) / Whole Time Directors (s) of the Company,following criteria may also be considered.

• Leadership & stewardship abilities

• Communication of expectations & concerns clearly with subordinates

• Direct, monitor & evaluate KMPs, senior officials.

Evaluation following the aforesaid parameters, will be conducted by the Independent Directors for each of the Executive/Non-Independent Directors in a separate meeting of the Independent Directors.

The Executive Director/Non-Independent Directors along with the Independent Directors will evaluate/assess each of theIndependent Directors relative to the aforesaid parameters. Only the Independent Director being evaluated will not participate inthe said evaluation discussion.

DEVIATIONS FROM THIS POLICY:Deviations on elements of this policy, when deemed necessary in the interests of the Company, will be made if there are specificreasons to do so in an individual case.


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ANNEXURE VI TO THE DIRECTORS REPORTFORM No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

ToThe Members,Bhilwara Energy Limited(CIN: U31101DL2006PLC148862)New Delhi

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporatepractices by Bhilwara Energy Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, documents, minute books, forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company, its officers, agents and authorized representativesduring the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period, covering thefinancial year ended on March 31, 2017 complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting madehereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for thefinancial year ended on March 31, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (Not applicable to the Companyduring the Audit period)

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign DirectInvestment;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBIAct’): (All the following Regulations including amendments, if any, from time to time are not applicable to theCompany during the Audit period)(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) Other law applicable specifically to the Company, as identified and on the basis of representation given by the management,:

The Electricity Act, 2003.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Notified and effective from 1st July,2015).

(ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (Not Applicable to the Companyduring the Audit period).

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. mentioned above.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Normally adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda weresent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of themeetings of the Board of Directors or Committee of the Board, as the case may be. There was no dissenting vote for any matter.

I further report that I have relied on the representation made by the Company and its officers for system and mechanism formedby the Company for compliances under other applicable Acts, Laws and Regulations to the Company. Therefore, I am of the

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opinion that the management has adequate systems and processes in the Company commensurate with the size and operationsof the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report, during the audit period, there were no other specific events/actions in pursuance of the above referred laws,rules, regulations, guidelines, standards etc. having a major bearing on the Company’s affairs.

This report is to be read with my letter of even date which is annexed as Annexure I and forms an integral part of this report.

FOR P. KATHURIA & ASSOCIATES COMPANY SECRETARIES

(PRADEEP KATHURIA)PLACE: NEW DELHI FCS 4655DATE:09.08.2017 CP 3086

ANNEXURE I’

ToThe MembersBhilwara Energy Limited(CIN: U31101DL2006PLC148862)New Delhi

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to expressan opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctnessof the contents of the secretarial records. I believe that the processes and practices I followed provide a reasonable basisfor my opinion.

3. I have not verified the correctness and appropriateness of financial record and Books of Accounts of the company since thesame have been subject to review by Statutory Auditor.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulationsand happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibilityof management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficiency oreffectiveness with which the management has conducted the affairs of the company.

FOR P. KATHURIA & ASSOCIATES COMPANY SECRETARIES

(PRADEEP KATHURIA)PLACE: NEW DELHI FCS 4655DATE:09.08.2017 CP 3086


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ANNEXURE VII TO THE DIRECTORS REPORTFORM NO. MGT.9

EXTRACT OF ANNUAL RETURNas on the financial year ended on 31st March, 2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN U31101DL2006PLC148862ii) Registration Date 17/05/2006iii) Name of the Company Bhilwara Energy Limitediv) Category / Sub-Category of Public Company/ Limited by sharesIndian Non Government Company

the Company

v) Address of the registered office Bhilwara Bhawan, 40-41, Community Centre, New Friends Colony,and contact details New Delhi-110025

vi) Whether listed company Yes / No Novii) Name, Address and Contact details Skyline Financial Services Private Limited,

of Registrar and Transfer Agent, D-153A, Ist Floor, Okhla Industrial Area, Phase – I,if any- New Delhi-110020.Tel.: 011 64732681-88

Fax: +91 11 26812682

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

S. Name and Description of NIC Code of the % to total turnoverNo. main products / services Product/service of the company1 Power Generation 35106 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S. Name & Address of Company CIN/GLN Holding/ % of Shares ApplicableNo. Subsidiary/ Held Section

Associate1. Malana Power Company Limited U40101HP1997PLC019959 Subsidiary 51% 2(87)

Company

2. AD Hydro Power Limited U40101HP2003PLC026108 Subsidiary of - 2(87)SubsidiaryCompany

3 Bhilwara Green Energy Limited U74899DL1995PLC066321 Subsidiary 100% 2(87)Company

4 BG Wind Power Limited U40300DL2014PLC272660 Subsidiary of - 2(87)SubsidiaryCompany

5 LNJ Power Ventures Limited U74899DL1995PLC065394 Subsidiary 74% 2(87)Company

6 NJC Hydro Power Limited U40101DL2009PLC196998 Subsidiary 100% 2(87)Company

7 Chango Yangthang Hydro Power U40101HP2011PLC031772 Subsidiary 100% 2(87)Limited Company

8 Indo Canadian Consultancy U74899DL1995PLC064168 Subsidiary 75.50% 2(87)Services Limited Company

9 Green Ventures Private Limited, - Subsidiary 84.67% 2(87)Nepal Company

10 Balephi Jalvidhyut Company - Subsidiary 95.86% 2(87)Limited, Nepal Company

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i. CATEGORY-WISE SHARE HOLDING

Category of Shareholders No. of Shares held at the No. of Shares held atbeginning of the year the end of the year

Demat Physical Total % of Demat Physical Total % of %Total Total Change

Shares Shares duringthe year

A. Promoters

(1) Indiana. Individual/HUF 45,458,748 3 45,458,751 27.42 9,634,591 3 9,988,969 6.026 -79%

b. Central Govt - - - - - - - - -

c. State Govt (s) - - - - - - - - -

d. Bodies Corp. 96,527,917 - 96,527,917 58.24 132,352,074 - 131,997,699 79.632 37%

e. Banks / FI - - - - - - - - -

f. Any Other…. - - - - - - - - -

Sub-total (A) (1):- - - - - - - - - -(2) Foreign - - - - - - - - -

a) NRIs - Individuals - - - - - - - - -

b) Other – Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any Other…. - - - - - - - - -

Sub-total (A) (2):- - - - - - - - - -Total shareholding of 141,986,665 3 141,986,668 85.66 141,986,665 3 141,986,668 85.66 0Promoter (A) = (A)(1)+(A)(2)

B. Public Shareholding1. Institutions - - - - - - - - -

a) Mutual Funds - - - - - - - - -

b) Banks / FI 8,360,238 8,360,238 5.04 8,360,238 8,360,238 5.04 0

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds 3,281,818 3,281,818 1.98 3,281,818 3,281,818 1.98 0

f) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds - - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B)(1):- 11,642,056 3 11,642,056 7.02 11,642,056 3 11,642,056 7.02 02. Non-Institutions - - - - - - - - -

a) Bodies Corp. - - - - - - - - -

i) Indian 172,727 - 172,727 0.1 172,727 - 172,727 0.10 0

ii) Overseas - 11,957,860 11,957,860 7.21 11,957,860 11,957,860 7.21 0

b) Individuals - - - - - - - - -

i) Individual shareholders - - - - - - - - -holding nominal sharecapital upto ` 1 lakh

ii) Individual shareholders - - - - - - - - -holding nominal capitalin excess of ` 1 Lakh

c) Others (specify) - - - - - - - - -

Sub-total (B)(2):- 172,727 11,957,860 12,130,587 7.32 172,727 11,957,860 12,130,587 7.32 0

C. Shares held by Custodian - - - - - - - - -for GDRs & ADRsGrand Total (A+B+C) 153,801,448 11,957,863 165,759,311 100 153,801,448 11,957,863 165,759,311 100 0


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ii. SHAREHOLDING OF PROMOTERS

S. Shareholder’s Name Shareholding at the Shareholding at theNo. beginning of the year end of the year

No. of % of total % of No. of % of total % of % change inShares Shares Shares Shares Shares Shares shareholding

of the Pledged/ of the Pledged/ duringcompany encumbered company encumbered the year

to total shares to total shares1 Ravi Jhunjhunwala 20,556,639 12.40% 12.40% 8,287,966 5.00% 4.973% -59.68%2 Riju Jhunjhunwala 17,434,382 10.52% 10.49% - 0.00% - -100.00%3 Rita Jhunjhunwala 3,483,198 2.10% 2.10% - 0.00% - -100.00%4 Rishabh Jhunjhunwala 1,667,931 1.01% 1.01% - 0.00% - -100.00%5 Lakshmi Niwas Jhunjhunwala 574,875 0.35% - 574,875 0.35% - 0.00%6 Mani Devi Jhunjhunwala 771,750 0.47% - 771,750 0.47% - 0.0

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