Annual Report RENEW WIND ENERGY (JATH) PRIVATE LIMITED

Transcription

1 Annual Report RENEW WIND ENERGY (JATH) PRIVATE LIMITED

2 Reference Information Registered Office: 138, Ansal Chambers II, Bikaji Cama Place, New Delhi Corporate office: DLF Corporate Park, Tower 4A, 6th Floor, MG Road, Gurgaon, Haryana Date of Incorporation: 21th May, 2012 Statutory Auditors: M/S. S.R.B.C & Co. LLP, Chartered Accountants Bankers: Kotak Mahindra Bank Standard Chartered Yes Bank Limited

3 NOTICE NOTICE is hereby given that the 3rd (Third) Annual General Meeting of the Company will be held at Registered Office of the Company on 7th September, 2015 at Noon at 138, Ansal Chambers II, Bikaji Cama Place, Delhi the Registered Office of the Company to transact the following business: 1. To receive, consider and adopt the Financial Statements of the Company for year ended 31st March 2015 together with the Reports of Board of Directors and Auditors thereon Report thereon. 2. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution: RESOLVED THAT pursuant to section 139 and all other applicable provisions of the Companies Act, 2013 read with Rule 3(7) of the Companies (Audit and Accounts) Rules, 2014 (including any statutory modification (s) or re-enactment thereof for the time being in force), the appointment of M/s. S.R Batliboi & Co. LLP, Chartered Accountants having registration no E approved in the 2nd Annual General Meeting to hold the office until conclusion of the 7th Annual General meeting be and is hereby ratified to continue as the statutory auditor of the Company to hold the office from the conclusion of this Annual General meeting until the conclusion of the next Annual General Meeting of the Company." SPECIAL BUSINESS 3. To consider and if thought fit to pass with or without modifications, the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Balram Mehta, who was appointed as Additional Director of the Company on 31st March, 2015 and who in terms of Section 161 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) holds office upto the date of this Annual General Meeting and in respect of whom the Company has received notice in writing from ReNew Power Ventures Private Limited, Member of the Company, under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, be and is hereby recommended to be appointed as a Director of the Company not liable to retire by rotation at the next Annual General Meeting of the Company. RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to do all the necessary formalities relating to filing of Form DIR-12 with Registrar of Companies, Delhi & Haryana and matters incidental & ancillary thereto as may be required to be complied with by the Company. Corporate Office: DLF Corporate Park, 6th Floor, Tower 4A, Mehrauli Gurgaon Road, Gurgaon Redg. Office: 138, Ansal Chambers II, Bikali Cama Place, New Delhi Phone:

4 4. To consider and if thought fit to pass with or without modifications, the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Pushkar Prasad, who was appointed as Additional Director of the Company on 31st March, 2015 and who in terms of Section 161 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) holds office upto the date of this Annual General Meeting and in respect of whom the Company has received notice in writing from ReNew Power Ventures Private Limited, Member of the Company, under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, be and is hereby recommended to be appointed as a Director of the Company not liable to retire by rotation at the next Annual General Meeting of the Company. RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to do all the necessary formalities relating to filing of Form DIR-12 with Registrar of Companies, Delhi & Haryana and matters incidental & ancillary thereto as may be required to be complied with by the Company. 5. To consider and if thought fit to pass with or without modifications, the following resolution as an Ordinary Resolution: RESOLVED THAT Pursuant to the provisions of section 148 and other applicable provisions, if any, of the companies (audit and auditors) Rules, 2014, M/s. SANJAY ARYA & ASSOCIATES as Cost Auditor of the Company, for the conduct of the audit of the cost records of the Company for the financial year , on a remuneration as mutually decided by any Director of the Company plus applicable service tax and out of pocket expenses that may be incurred. RESOLVED FURTHER THAT the board of directors of the company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution. BY ORDER OF THE BOARD Sd/DIRECTOR Place: Gurgaon Date: 2nd June, 2015 Notes: 1. A member entitled to attend the meeting is entitled to appoint a proxy to attend and vote instead of himself and a proxy need not be a member. Corporate Office: DLF Corporate Park, 6th Floor, Tower 4A, Mehrauli Gurgaon Road, Gurgaon Redg. Office: 138, Ansal Chambers II, Bikali Cama Place, New Delhi Phone:

5 2. The proxy forms duly completed should reach the registered office of the company at least 48 hours before the time fixed for commencement of the annual general meeting. 3. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Businesses to be transacted at the Annual General Meeting (AGM) is annexed hereto. Corporate Office: DLF Corporate Park, 6th Floor, Tower 4A, Mehrauli Gurgaon Road, Gurgaon Redg. Office: 138, Ansal Chambers II, Bikali Cama Place, New Delhi Phone:

6 STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO. 3 The Board of Directors at their meeting held on 31st March, 2015 appointed Mr. Balram Mehta (DIN ) as an Additional Director in terms of Section 161 of the Companies Act, 2013 who holds office upto the date of this Annual General Meeting. The Company has received a notice from ReNew Power Ventures Private Limited, Member of the Company, proposing the appointment of Mr. Balram Mehta as a Director. The Board of Directors propose the appointment of Mr. Balram Mehta as the Director not liable to retire by rotation and recommend the resolution as an Ordinary Resolution as set out in Item No. 3 for the approval of the Shareholders at the ensuing Annual General Meeting. Other than Mr. Balram Mehta, none of the Directors, Key Managerial Personnel or their relatives are concerned or interested in the proposed Ordinary Resolution ITEM NO. 4 The Board of Directors at their meeting held on 31st March, 2015 appointed Mr. Pushkar Prasad (DIN ) as an Additional Director in terms of Section 161 of the Companies Act, 2013 who holds office upto the date of this Annual General Meeting. The Company has received a notice from ReNew Power Ventures Private Limited, Member of the Company, proposing the appointment of Mr. Pushkar Prasad as a Director. The Board of Directors propose the appointment of Mr. Pushkar Prasad as the Director not liable to retire by rotation and recommend the resolution as an Ordinary Resolution as set out in Item No. 4 for the approval of the Shareholders at the ensuing Annual General Meeting. Other than Mr. Pushkar Prasad, none of the Directors, Key Managerial Personnel or their relatives are concerned or interested in the proposed Ordinary Resolution ITEM NO. 5 In accordance with the provisions of section 148 of the act companies act, 2013 and the companies (Audit and auditors) rules, 2014, the company is required to appoint a cost auditor to audit the cost records of the applicable products of the company relating to the business. The Board has approved the appointment of M/s. SANJAY ARYA & ASSOCIATES as the cost Auditor of the Company for the financial year on a remuneration as mutually decided by any Director of the Company plus applicable service tax and out of pocket expenses that may be incurred. Corporate Office: DLF Corporate Park, 6th Floor, Tower 4A, Mehrauli Gurgaon Road, Gurgaon Redg. Office: 138, Ansal Chambers II, Bikali Cama Place, New Delhi Phone:

7 BY ORDER OF THE BOARD Sd/DIRECTOR Place: Gurgaon Date: 2nd June, 2015 Corporate Office: DLF Corporate Park, 6th Floor, Tower 4A, Mehrauli Gurgaon Road, Gurgaon Redg. Office: 138, Ansal Chambers II, Bikali Cama Place, New Delhi Phone:

8 RENEW WIND ENERGY (JATH) PRIVATE LIMITED DIRECTORS REPORT To, The Members, The Director s hereby present the 3rd Annual Report along with the Audited Statements of Accounts for the Financial Year ended 31st March, FINANCIAL SUMMARY/ HIGHLIGHTS The performance of the Company for the financial year ended March 31st, 2015 is summarized below: Particulars Income Revenue from operations Other Income Total Revenue (I) Expenses Cost of goods sold Employee benefit expense Other expenses Total (II) Earning/(loss) before interest, tax, depreciation and amortization (EBITDA) (I) - (II) Depreciation and amortization expense Finance cost Profit for the year Current tax Deferred tax Earlier year tax Profit after tax Amount carried forward to reserve Standalone ,045,487 32,986,258 1,012,031,744 27,360,167 27,360, ,671, ,779,137 19,750, ,529,638 46,631,916 46,631, ,897, ,372, ,260, ,741, ,557,504 21,504,760 81,052, ,585,139 (204,947,782) (427,418) (204,520,364)

9 FINANCIAL PERFORMANCE REVIEW During the year under review, the Company has achieved revenue of Rs. 1,012,031,744 and profit of Rs. 102,557,504 as against Rs. 589,529,638 and Rs. (204,947,782) respectively in the previous year. DIVIDEND No dividend is being recommended by the Board of your Company OPERATION The Company s wind power project named Jath in the State of Gujrat having total capacity of MW is fully Operational and running successfully. There has been no change in the nature of business of the Company during the year. SHARE CAPITAL The paid up Equity Share Capital as on March 31st, 2015 was Rs. 152,967, During the year under review the Company made Allotment of Equity Shares as per following table: S. No. Name of the Investor/ Shareholder No. of Equity Shares Issued Issue Price per share (in Rs.) (including premium of Rs. 90) Date of Allotment Total Amount Received (in Rs.) 1. ReNew Power Ventures Private Limited 20, rd June ,71,900/- Total 20, ,71,900/-

10 HOLDING - SUBSIDIARY RELATIONSHIP The Company was incorporated as a subsidiary of ReNew Power Ventures Pvt. Ltd. (formally known as ReNew Wind Power Pvt. Ltd.) on 21st May, Further, the Company does not have any subsidiary. PUBLIC DEPOSITS The Company has not accepted any deposit during the year under review which falls under the purview of Chapter V of the Companies Act, 2013 read the Companies (Acceptance of Deposits) Rules, AUDITORS M/s S.R Batliboi & Co. LLP, Chartered Accountants (Firm Registration No E) have been appointed as Statutory Auditors of the Company at the last Annual General Meeting held on for a period of five years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. COST AUDITOR M/s Sanjay Arya & Associates, Cost Accountants have been appointed as Cost Auditors of the Company to audit the cost records at a remuneration as decided by the board. The remuneration of the cost auditor is subject to the ratified by the shareholders in the ensuing Annual general meeting. AUDITORS REPORT The observations made by the Auditors in the Auditors Report are self- explanatory and do not call for any further comments. EXTRACT OF ANNUAL RETURN As required under Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in Form MGT 9 are annexed herewith as Annexure A forming part of the Director s report.

11 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION As required under Section 132(3)(m) of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules 2014, details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: A) Conservation of energy: No information is required to be provided under this segment. (B) Technology absorption: No information is required to be provided under this segment. (C) Foreign exchange earnings and Outgo: During the period under review, the Foreign Exchange inflow was Rs. Nil and outflow was Nil. DIRECTORS Present composition of Board of Directors is as follows: S. No Name of the Director Mr. Balram Mehta Mr. Pushkar Prasad Designation Additional Director Additional Director A) Change in Directors The changes in Directors of the Company during the year under review is detailed herein below Name of the Director Category Date of Appointment Date of cessation/ death/ disqualification Ankur Sahu Director 21/05/ /07/2014 Harsh Nanda Director 21/05/ /03/2015 Sumant Sinha Director 21/05/ /03/2015 Parag Sharma Director 21/05/ /03/2015 Bal Ram Mehta Additional Director 31/03/ Pushkar Prasad Additional Director 31/03/

12 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors of the Company duly met 6 (Six) times during the period from 1st April 2014 to 31st March PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 The Company has not entered into any transactions that covered under the provision of section 186 of the Companies Act, SIGNIFICANT AND THE MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. RELATED PARTY TRANSACTIONS Related party transactions that were entered during the financial year were on an arm s length basis and were in the ordinary course of business and do not attract the provisions of Section 188(1) of the Companies Act, The details of the transactions as required in Form AOC 2 are enclosed herewith as Annexure B forming part of Directors Report. RISK MANAGEMENT POLICY Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being proposed to be adopted by the Company and key risks will now be managed within a unitary framework. DIRECTORS RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in terms of section 134(3) (c) of the Companies Act, 2013: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

13 (b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT There has been no material change or commitment, affecting the financial position of the Company which have occurred between March 31, 2015 and the date of this report. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. PERSONNEL During the period under consideration, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, ACKNOWLEDGEMENT

14 Your directors wish to take this opportunity to express their sincere thanks to all the investors, shareholders and stakeholders for the faith and confidence they have reposed in the Company. The directors also wish to place on record their deep appreciation for the employees for the hard work, commitment and dedication shown throughout the period. For and on behalf of the Board of Directors ReNew Wind Energy (Jath) Private Limited Sd/Balram Mehta (Director) DIN Place: Gurgaon Date: Sd/Pushkar Prasad (Director) DIN

15 FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN as on financial year ended on Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management & Administration ) Rules, I REGISTRATION AND OTHER DETAILS: i ii iii iv CIN Registration Date Name of the Company Category/Sub-category of the Company Address of the Registered office & contact details Whether listed company Name, Address and contact details of Registrar & Transfer Agent, if any. v vi vii II SL No III S. No No Karvy Computershare Private Limited/ Plot No. 17 to 24, Vitiialrao Nagar, Madhapur, Hyderabad / PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated Name & Description of main products/services U40101DL2012PTC May-12 ReNew Wind Energy (Jath) Private Limited Company Limited By Shares/Indian Non Government Company 138, Ansal Chamber-II, Bikaji Cama Place, New Delhi / NIC Code of the Product /service Generation, Transmission, Distribution and supply of Electricity other than for Captive Generation. % to total turnover of the company % PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES NAME AND ADDRESS OF THE COMPANY CIN/GLN ReNew Power Ventures Private Limited U40300MH2011PTC HOLDING/ SUBSIDIARY/ ASSOCIATE HOLDING % OF SHARES HELD APPLICABLE SECTION 100% 2(46) IV SHAREHOLDING PATTERN (Equity Share capital Break up as Percentage of total Equity) i) Category-wise Share Holding Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change during the year Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares 1,52,75,999 1,52,75, ,52,75, ,52,76, % 0.01% 100% 1,52,96,718 1,52,96, ,52,96, ,52,96, % 0.01% 100% 20,719 20, % 0.13% 1,52,75,999 1 (NOMINEE) 1,52,76, % 1,52,96, ,52,96, % 20, % A. Promoters (1) Indian a) Individual/HUF b) Central Govt.or State Govt. c) Bodies Corporates d) Bank/FI e) Any other (Nominee) SUB TOTAL:(A) (1) (2) Foreign a) NRI- Individuals b) Other Individuals c) Bodies Corp. d) Banks/FI e) Any other SUB TOTAL (A) (2) Total Shareholding of Promoter (A)= (A)(1)+(A)(2) B. PUBLIC SHAREHOLDING (1) Institutions a) Mutual Funds b) Banks/FI C) Central Govt. d) State Govt. e) Venture Capital Fund f) Insurance Companies g) FIIS h) Foreign Venture Capital Funds i) Others (specify) SUB TOTAL (B)(1): (2) Non Institutions a) Bodies corporates i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs.1 lakhs ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs c) Others (specify) SUB TOTAL (B)(2): Total Public Shareholding (B)= (B)(1)+(B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) (ii) Sl No. 1,52,75, ,52,76, % 1,52,96, ,52,96, % SHARE HOLDING OF PROMOTERS Shareholder's Name Shareholding at the begginning of the year NO of shares % of total shares of the company Share holding at the end of the year % of shares pledged encumbered to total shares No. of shares % of total % of shares shares pledged of the company encumbered to total shares % change in share holding during the year 20, %

16 100.00% (iii) a b Sl. No. ReNew Power Ventures Private Limited Parag Sharma (Nominee) 1,52,75, % 0.01% 100% 1,52,96, % 0.01% 99.99% 0.13% Total 1,52,75, % 99.99% 1,52,96, % 99.99% 0.13% CHANGE IN PROMOTERS' SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE) No Change in Shareholding of Mr. Parag Sharma (Nominee of M/s ReNew Power Ventures Private Limited M/s ReNew Power Ventures Private Limited Share holding at the beginning of the Year No. of Shares At the beginning of the year % of total shares of the company 1,52,75,999 Right Issue of 20,719 Shares dated 23/06/2014 No of shares % of total shares of the company 99.99% Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) At the end of the year 1,52,96,718 (iii) Cumulative Share holding during the year 1,52,96, % 99.99% CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE) Sl. No. No. of Shares Share holding at the beginning of the Year % of total shares of the company Cumulative Share holding during the year No of shares % of total shares of the company At the beginning of the year Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) At the end of the year (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs) Shareholding at the beginning of the year Sl. No For Each of the Top 10 Shareholders At the beginning of the year (v) No.of shares Cumulative Shareholding during the year % of total shares of the company No of shares Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) At the end of the year (or on the date of separation, if separated during the year) Shareholding of Directors and Key Managerial Personnel Sl. No Shareholding at the beginning of the year For Each of the Directors & KMP At the beginning of the year V % of total shares of the company No.of shares Cumulative Shareholding during the year % of total shares of the company No. of shares Total Indebtedness % of total shares of the company Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) At the end of the year INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due 39517,85, ,71, ,85, ,71,893 Total (i+ii+iii) 39707,57, ,57, ,29, ,29,618 NA Change in Indebtedness during the financial year Additions Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due 38752,97, ,63,274 Total (i+ii+iii) 38752,97, ,29,618 VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole time director and/or Manager: Sl.No B. Particulars of Remuneration Gross salary (a) Salary as per provisions contained in section 17(1) of the Income Tax (b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 (c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 Stock option Sweat Equity Commission as % of profit others (specify) Others, please specify Total (A) Ceiling as per the Act Remuneration to other directors: ,29, ,29, ,61, ,66, ,66,344 Name of the MD/WTD/Manager ,27,501 Total Amount -

17 Sl.No 1 2 C. Particulars of Remuneration Independent Directors (a) Fee for attending board committee meetings (b) Commission (c ) Others, please specify Total (1) Other Non Executive Directors (a) Fee for attending (b) Commission (c ) Others, please specify. Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Cieling as per the Act. Name of the Directors REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD Sl. No. Key Managerial Personnel CEO Particulars of Remuneration Gross Salary Total Amount Company Secretary (a) Salary as per provisions contained in section 17(1) of the Income Tax Act, (b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 (c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 Stock Option Sweat Equity Commission as % of profit others, specify Others, please specify Total VII Type PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES Section of the Companies Act Brief Description Details of Penalty/Punishment/Compounding fees Authority (RD/NCLT/Court) imposed Sd/Balram Mehta (Director) DIN Sd/Pushkar Prasad (Director) DIN A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding Date: Place: Gurgaon Appeall made if any (give details) CFO Total

18 Form No. AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm s length transactions under third proviso thereto. 1. Details of contracts or arrangements or transactions not at arm s length basis: The Company has not entered into any such transaction during the year. (a) Name(s) of the related party and nature of relationship: Not applicable (b) Nature of contracts/arrangements/transactions: Not Applicable (c) Duration of the contracts / arrangements/transactions: Not applicable (d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable (e) Justification for entering into such contracts or arrangements or transactions: Not Applicable (f) date(s) of approval by the Board: Not Applicable (g) Amount paid as advances, if any: Not Applicable (h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: Not applicable 2. Details of material contracts or arrangement or transactions at arm s length basis: Name of the Related party Nature of contracts/arrangements/transactions Duration of the contracts / arrangements/transactions Salient terms of the contracts or arrangements or transactions including the value, if any: Renew Power Ventures Pvt. Ltd. Management Consultancy Agreement Management Consultancy Agreement- One Year 14,400,867 Date(s) of approval by the Board, if any: 30th September 2014 Amount paid as advances, if any: Sd/Balram Mehta (Director) DIN Sd/Pushkar Prasad (Director) DIN

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