Share Wealth

Year End :2018-03

BOARD OF DIRECTORS' REPORT

To,

Members,

IMP Powers Limited

Your Directors present 56th Annual Report together with the Audited Financial Statement of the Company for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS:

The financial highlights of the company are as follows:

(Rs. in Lakhs)

PARTICULARS	2017-18	2016-17
Gross Turnover	45,029.93	42,471.43
Turnover Net of Excise Duty	44,564.00	39,305.32
Other Income	91.96	86.84
Total Revenue from Operations	44655.96	39392.16
Profit Before Finance Cost, Deprecation & Taxes	4,116.57	3,548.27
Less: Depreciation	658.57	604.48
Less: Finance Cost	2,685.73	2,437.01
Profit Before Tax	772.27	506.78
Less: Current Tax	249.51	174.47
Less: Deferred Tax	(23.45)	(6.67)
Profit After Tax	546.21	338.98
Earnings Per Share
Basic	6.32	3.92
Diluted	6.32	3.92

NOTE: TRANSITION TO IND AS: These financial statements as at and for the year ended March 31, 2018 have been prepared in accordance with Indian Accounting Standards ("Ind AS") issued under the Companies (Indian Accounting Standards) Rules, 2015 and as amended thereafter. For all periods upto and including the year ended March 31, 2017, the Company prepared its financial statements in accordance with the accounting standards notified under the Section 133 of the Companies Act, 2013 read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). These financial statements are the Company's first Ind AS financial statements and are covered by Ind AS 101, First-time adoption of Indian Accouting Standards. The transition to Ind AS has been carried out from the accounting principles generally adopted in India ("Indian GAAP") which is considered as the "Previous GAAP" for purposes of Ind AS 101. An explanation of how the transition to Ind AS has affected the Company's Equity and its Net Profit is provided in Note 33(B). Financial Statements as at, and for the year ended March 31, 2017 have also been restated to conform to Ind AS

FINANCIAL PERFORMANCE. OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS:

The Company's sale has increased by over 14.76% in FY 2017-18 over FY 2016-17. The PAT has increased by over 61.54% in FY 2017-18 over FY 2016-17. The consolidated sales of the year under review was Rs. 445.64 crore and consolidated Profit after Tax (PAT) was Rs. 5.64 crore

Major Achievements

• The Company is amongst the top power transformer companies in India in the 132-220 kv Class category.

• The Electrical and industrial electronics industry has witnessed a record double - digit growth of 12.8% in 2017-18 in last Seven Years. As against this, Company's sales during F.Y.2017-18 has increased by 14.76%. In Q.E. June 2018 sales has increased by 56% Q-O-Q as compared to Q.E. June 2017.

• The Company has orders worth over Rs. 584 Cr. in hands as on 1st August 2018

• The Company has been twice awarded as Most valued Customer by CPRI.

• The Company has successfully commissioned first Small Hydro Power Project on EPC basis, at Bairas in Drass, Kargil. This is the first project to be commissioned under Prime Minister's Ladakh Renewable Energy Initiative. As per information no one has succeeded to setup Small Hydro Power Project in this difficult terrain. This remarkable success will be replicated in our few other projects which are at different stage of progress. This will help us to create additional sources of growth, business & revenue for the Company.

• The Company has successfully tested and commissioned its 2nd Hydro Project (2x750Kw) at Sangrah in Kargil region, Thus your Company is the only Company to have commissioned 2 projects

• The Company has commissioned its 1st order for supply and installation of (5KW x 4) Kinetic Energy Turbines in NLC Neyvelli

• The Company has got exclusive licensing of Innovative & break-through technology of a leading German Company for 20 years for Kinetic Energy Turbines for India & 5 other countries

DIVIDEND:

Your Directors are pleased to recommend a Dividend for the financial year 2017-18 of Rs. 0.50 (i.e. @5%) per share on face value of Rs. 10 per share of the Company. The said Dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting (AGM).

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in nature of business activity during the year. FUTURE GROWTH PROSPECTS:

Considering huge growth prospect in T& D and electrical equipments Industry for next 5 years and huge orders in hand, the Company is at inflection point to leap frog the trajectory of quantum growth and is in the process of growing up to tap huge opportunities for achieving higher sales and profitability on sustainable basis in the coming years. Upgradation of T & D network together with Generation will result in huge demand for 220/132 /400 kV class transformers. The larger players focused on power transformer are entering into JVs with global companies to capture EHV market Renewable energy integrates to the grid at 220 KV. Therefore, huge demand for 220 KV transformers.

RESERVES:

The Board does not propose to carry any amounts to reserves.

SUBSIDIARY COMPANY:

Your Company has one (1) subsidiary as on March 31, 2018. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiary in Form AOC-I are annexed as Annexure-A and forms part of this Report.

IMP Energy Ltd (IEL), a Subsidiary Company of IMP Powers Limited, is engaged in complete EPC Work of small hydro Power (SHP) business. The Company sets up small hydro power plants of upto 5 MW capacity and does the entire EPC work. The Company has already successfully commissioned it's, 1st hydro project on EPC basis at Bairas (2x750KW) in October 2017.

During the current financial year, Company has commissioned 2nd EPC hydro project at Sangrah (2x750KW). The Company is in the process of commissioning two more EPC projects.

CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated by Regulation 33 of the Listing Regulations, the consolidated financial statements have been prepared by the Company in accordance with the Indian Accounting Standards (Ind AS). The audited consolidated financial statements together with Auditors' Report forms part of the Annual Report.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the subsidiary are kept for inspection of the Shareholders at the Corporate Office of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors

The current policy is an appropriate mix of Executive and Non-executive Directors to maintain the independence of the Board, and separate its function of governance and management. On March 31, 2018, the Board consists of 8 members, four of whom are Executive Directors and 4 are Non-executive Directors.

In accordance with the provisions of the Companies Act, 2013 read with the applicable rules thereto, (including any statutory modification(s) or re-enactment thereof for the time being in force) ['the Act'] and Articles of Association of the Company, Shri Aditya R Dhoot, Managing Director, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Shri P Uma Shankar, Independent Director of the Company resigned for personal reasons from the Board with effect from November 9, 2017.

B) Changes in Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, following persons are Key Managerial Personnel of the Company:

• Shri Aaditya R Dhoot - Managing Director

• Shri Bakul Desai - Chief Financial Officer and

• Ms. Priya Shah - Company Secretary

There has been no change in the Key Managerial Personnel during the year. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board, Committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI Listing Regulations").

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

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.

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

In a separate meeting of Independent Directors, performance of Non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed at the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY:

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAMME:

The Familiarization Programme for Independent Directors aims to provide them an opportunity to familiarize with the Company, its Management and its operations so as to gain a clear understanding of their roles, rights and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part.

The policy undertaken by the Company in this respect has been disclosed on the website of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this financial statements relate and the date of this Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met Four (4) times during the Financial Year under review. The intervening gap between any two meetings was not more than 120 days as prescribed under the Companies Act, 2013. Details of date of Board meetings are provided separately in Corporate Governance report.

DETAILS OF COMMITTEES OF THE BOARD:

At present, the Board has following four (4) Committees:

• Audit Committee,

• Nomination and Remuneration Committee,

• Stakeholders' Relationship Committee, and

• Corporate Social Responsibility Committee.

The Composition of various Committees and compliances, are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and Listing Regulations. Details of terms of reference of the Committees, Committees membership and attendance at meetings of the Committees, are provided in the Corporate Governance Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has established vigil mechanism pursuant to Section 177(9) of the Companies Act, 2013 for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases, there is direct access to approach Shri R T RajGuroo, Chairperson of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your Company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to conduct CSR activities.

AUDIT REPORT:

a) Statutory Audit Report

The Audit Report does not contain any qualification, reservation or adverse remark therefore, there are no further explanations to be provided for in this Report.

b) Secretarial Audit Report

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark therefore, there are no further explanations to be provided for in this Report.

c) Cost Audit Report

The Cost Audit Report does not contain any qualification, reservation or adverse remark therefore, there are no further explanations to be provided for in this Report.

AUDITORS:

a) Statutory Auditors:

On the basis of recommendation of Audit Committee, the Board of Directors, the Company had appointed M/s. V.S. Somani & Co. having Firm Registration no.117589W, as the Statutory Auditors of the Company who holds the office for a period of 5 consecutive years from the conclusion of 55th Annual General Meeting till the conclusion of 60th Annual General Meeting of the Company to be held in 2022 subject to the annual ratification by members at every Annual General Meeting, on such remuneration as decided by Board of Directors . However, in terms of Section 40 of the Companies (Amendment) Act, 2017, notified on May 07, 2018, the requirement of annual ratification of appointment of Statutory Auditors by Members at every Annual General Meeting has been omitted and accordingly, Members approval is not required for ratification of their appointment annually.

b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Dhirendra Maurya & Associates, Practicing Company Secretary (ACS: 22005 and CP: 9594), to undertake the Secretarial Audit of the Company for the financial year 2017-18 and issue Secretarial Audit Report. The Secretarial Audit Report for the financial year ended March 31, 2018 is appended as Annexure B to this Report.

Further, M/s. Dhirendra Maurya & Associates were also appointed to undertake the Secretarial Audit of the Company for the financial year 2018-19 and issue Secretarial Audit Report as required under the Companies Act, 2013.

c) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014 and on the basis of recommendation of Audit Committee, the Board of Directors in their meeting held on May 20, 2017 appointed M/s. Bathiya & Associates LLP, Chartered Accountants, as the Internal Auditors of the Company for the Financial year 2017-18.

Further, M/s. Batliboi & Purohit, Chartered Accountants, were appointed to undertake the Internal Audit of the Company for the financial year 2018-19 and issue Internal Audit Report as required under the Companies Act, 2013.

d) Cost Auditors:

The Board of Directors, on the recommendation of the Audit Committee and pursuant to Section 148 & all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made there under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force, has appointed M/s. N. Ritesh & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2018-19 at a remuneration of 50.000/- plus service tax as applicable subject to ratification of such remuneration by the Members in the ensuing Annual General Meeting. Accordingly, a resolution seeking Members' ratification for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.

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

The information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are given in Annexure C to this report.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure D to this Report.

The Company doesn't have any employee falling within the preview of Section 197 of the Companies Act, 2013, read with Rule 5(2) (i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time hence, no such details are provided.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT - 9 is attached as Annexure E to this Report.

SHARE CAPITAL & LISTING OF SECURITIES:

During the year, Company in its Board Meeting held on February 13, 2018 has proposed to issue Convertible Warrants on Preferential basis to Promoter/ Promoter Group through postal ballot. The same is in process.

Further, during the financial year under review, the Company has not issued:

• any equity shares with differential rights as to dividend, voting or otherwise;

• any equity shares (including sweat equity shares) to employees of the Company under any scheme;

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE), and National Stock Exchange of India Limited (NSE). Annual Listing Fee has been paid to each exchange. As required under the Listing Regulations, the Company has executed the Uniform Listing Agreement with BSE and NSE.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on Management Discussion and Analysis which includes details on the state of affairs of the Company as required under the Regulation 34(2) (e) of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 forms part of the Boards' Report.

CORPORATE GOVERNANCE:

Report on Corporate Governance duly approved by the Board of Directors in accordance with Listing Regulations, along with a certificate from the Statutory Auditors confirming the compliance is given separately in this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2018, the applicable accounting standards have been followed and that there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2018 and of the profit and loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively during the financial year ended March 31, 2018; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively during the financial year ended March 31, 2018.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including transactions entered at arm's length under third proviso, in prescribed Form No. AOC -2, is appended as Annexure F to the Board's Report.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

The Company has not given any loan, except loan to employees, or given guarantee or provided securities to any party covered under Section 185 of the Companies Act, 2013. Further, the Company has not made any fresh investment falling within the meaning of Section 186 of the Act. However, there were certain investments which were made in earlier years.

RISK MANAGEMENT:

Business risks exist for any enterprise having national and international exposure. Your Company also faces some such risks, the key ones being - a longer than anticipated delay in economic revival, unfavorable exchange rate fluctuations, emergence of inflationary conditions, rise in counterfeits and look-alikes and any unexpected changes in regulatory framework.

The Company is well aware of these risks and challenges and has put in place mechanisms to ensure that they are managed and mitigated with adequate timely actions.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has formed a Committee and framed a Policy on "Prevention of Sexual Harassment of Women at Work Place" and matters connected therewith or incidental thereto covering all the aspects as contained under the The Sexual Harassment of Women at Work Place (Prohibition, Prevention and Redressal) Act, 2013'.Your Directors state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013".

OTHER DISCLOSURES/REPORTING:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries as the Company does not have any Joint Venture/Associate Company.

c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENTS:

Your Directors are thankful to the Vendors, Customers, Bankers, Business Partners, Central and State Governments together with their departments and the local authorities, Employees for their valuable support and co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

	By Order of the Board
	For IMP Powers Limited
	Sd/-
	Ramniwas R Dhoot
Date: August 13, 2018	Chairman
Place: Mumbai	(DIN: 00210094)

ANNEXURE-A

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures as on 31.03.2018

Part "A": Subsidiary
(Rs. in Lacs)

Sr. No.	Particulars	For the financial year 2017-18
1.	Name of the subsidiary	IMP Energy Ltd.
2.	Reporting currency and Exchange rate	INR
3.	Share capital	100.00
4.	Reserves & Surplus	148.19
5.	Total assets	1294.27
6.	Total Liabilities	1294.27
7.	Investments	NIL
8.	Turnover	1480.88
9.	Profit/ (Loss) before taxation	24.06
10.	Provision for taxation	6.02
11.	Profit/ (Loss) after taxation	18.04
12.	Proposed Dividend	NIL
13.	% of shareholding	77.47% held by IMP Powers Ltd., Holding Company

NOTES:

Names of Subsidiaries which are yet to commence operations - N.A

Names of Subsidiaries which have been liquidated or sold during the year - N.A

PART "B" Associates and Joint Ventures

The Company does not have any Associates and/or Joint Ventures pursuant to the provisions of Section 129(3) of the Companies Act, 2013.

Your Company has ventured into an exciting new business - Exclusive Marketing and Selling of "Kinetic energy turbines" - a break-through technology of Smart Hydro Power GmbH Ltd. - a German Company. The Company has got an order for supply, installation and commissioning of Kinetic Energy Turbines. The Turbines have been successfully commissioned, paving the way for taking this exciting business to next level.

	By Order of the Board
	For IMP Powers Limited
	Sd/-
	Ramniwas R Dhoot
Date: August 13, 2018	Chairman
Place: Mumbai	(DIN: 00210094)

ANNEXURE-B Form No. MR-3

SECRETARIAL AUDIT REPORT for the financial year ended March 31, 2018

[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]

To,

The Members,

IMP Powers Limited

CIN: L31300DN1961PLC000232

Regd. Off: Survey No. 263/3/2/2,

Sayli Village Umar Kuin Road, Silvassa (UT),

Dadra & Nagar Haveli, Silvassa - 396230,

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. IMP Powers Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us 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, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended March 31, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, as given in "Annexure-l" for the financial year ended on March 31, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder and the applicable provisions of the Companies Act, 1956; (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

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 (Share Based Employee Benefits) Regulations, 2014 [Not applicable to the Company during the Audit period as the company has not introduced any such scheme];

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 [Not applicable to the Company during the Audit period as the company has not issued and listed any Debt Securities];

f. The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client [Not applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during the period under review];

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit period as the company has not delisted / proposed to delist its Equity Shares from the Stock Exchange); and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the Audit period as the company has not brought back / nor proposed to buy-back any of its Securities);

(vi) I have relied on the representation made by the company and its officers for systems and mechanism formed by the company for compliance under other applicable Acts, Laws & Regulations to the Company. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. My examination was limited to the verification of procedure on test basis.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above read with the Companies Act, 1956 (wherever applicable).

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.

• The changes in the composition of Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• Adequate notice was given to all Directors to schedule the Board meetings, agenda and detailed notes on agenda were sent generally seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

• Majority decision is carried through while the dissenting members view's, if any, are captured and recorded as part of the minutes.

• During the period under review the Company had issued convertible warrants to Promoter and Promoter Group on Preferential basis, the same is in process.

I further report that based on review of compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that there are adequate systems and processes in the Company which is commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

• As informed, the Company has responded appropriately to notices received from various statutory / regulatory authorities including initiating actions for corrective measures, wherever found necessary.

I further report that during the audit period, the company has not undertaken event / action having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc, referred to above.

For Dhirendra Maurya & Associates

Company Secretaries

Dhirendra R. Maurya

Proprietor

Mem. No: 22005

CP No.: 9594

Place: Mumbai

Date: August 13, 2018

Annexure-l

In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished and representations made to me by the company, its officer and agents, I report that the Company has, during the financial year under review, complied with the provisions of the Acts, the Rules made thereunder the Memorandum of Association & Articles of Association of the Company with regard to:-

1. Minutes of the Meetings of the Board of Directors, Committee meetings held during the financial year under review;

2. Minutes of the General body meeting held during the financial year under review;

3. Maintenance of various statutory Registers and documents and making necessary entries therein;

4. Notice and Agenda papers submitted to all the directors for the Board meetings;

5. E-forms filed by the Company from time-to-time, under applicable provisions of the companies Act, 2013 and attachments thereof during the financial year under review;

6. Intimations / documents / reports / returns filed with the stock Exchanges pursuant to the provisions of Listing Agreement during the financial year under review;

7. Declarations received from the Directors of the Company pursuant to the provisions of section 184 of the companies Act, 2013 and attachments thereto during the financial year under review;

8. Appointment and remuneration of Internal & Statutory Auditor;

9. Closure of Register of members.

For Dhirendra Maurya & Associates

Company Secretaries

Dhirendra R. Maurya

Proprietor

Mem. No: 22005

CP No.: 9594

Place: Mumbai

Date: August 13, 2018

To,

IMP Powers Limited

CIN: L31300DN1961PLC000232

Regd. Off: Survey No. 263/3/2/2,

Sayli Village Umar Kuin Road, Silvassa (UT),

Dadra & Nagar Haveli, Silvassa - 396230, Maharashtra, India

My Secretarial Audit Report of even date is to be read along with this letter: Management's Responsibility:

1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulation and to ensure that the systems are adequate and operate effectively.

Auditor's Responsibility

2. My responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliance.

3. I believe that audit evidence and information obtained from the Company's management is adequate and appropriate for us to provide a basis for our opinion.

4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

Disclaimer

5. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Dhirendra Maurya & Associates

Company Secretaries

Dhirendra R. Maurya

Proprietor

Mem. No: 22005

CP No.: 9594

Place: Mumbai

Date: August 13, 2018

ANNEXURE C

Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014:

A) CONSERVATION OF ENERGY:

Steps taken for conservation of Energy:

Use of energy efficient LED lighting and modernization in distribution system. Systematic studies of power consumption to avoid unwanted energy losses. Creating awareness among all employees to conserve energy. Develop vacuum pumping system in VPD plant.

B) TECHNOLOGY ABSORPTION: NA

C) FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

Details of Foreign Exchange Income and Outgo are as below: (In Lakhs)

PARTICULAR	2017-18	2016-17
Foreign exchange earnings	.	.
Foreign exchange expenditure	-	0.69

	By Order of the Board
	For IMP Powers Limited
	Sd/-
	Ramniwas R Dhoot
Date: August 13, 2018	Chairman
Place: Mumbai	(DIN: 00210094)

ANNEXURE-D

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2017-18:

Sr. No.	Name	Designation	Ratio of remuneration of each Director to median remuneration of Employees	Percentage increase in remuneration
1	Shri Ramniwas R Dhoot	Whole-time Director-Chairman	26.99:1	No change
2	Shri Ajay R Dhoot	Whole-time Director-Vice -Chairman	25.69:1	No change
3	Shri Aaditya R Dhoot	Managing Director	23.28:1	No change
4	Shri R. T. RajGuroo	Independent Director	0.09:1	No change
5	Shri Prashant Pandit	Independent Director	0.06:1	No change
6	Shri Siby Antony	Independent Director	0.12:1	No change
7	Shri Dr. Praveen Saxena	Independent Director	0.8:1	No change
8	Smt. Priyanjali Malpani	Director	2.75:1	No change
9	Shri Bakul Desai	Chief Financial Officer	NA	No change
10	Ms. Priya Shah	Company Secretary	NA	No change

ii. The Percentage increase in the median remuneration of employees in the financial year 2017-18: NIL ill. The number of permanent employees on the rolls of Company as on March 31, 2018: 391

iv. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are anv exceptional circumstances for increase in the manaaerial remuneration:

Particulars	% Change in Remuneration
Average increase in Salary of Employees (other than Managerial Personnel)	NIL
Average increase in Remuneration of Managerial Personnel	NIL

v It is affirmed that the Remuneration paid to the Directors, Key Managerial Personnel and other Employees is as per the Remuneration Policy of the Company.

	By Order of the Board
	For IMP Powers Limited
	Sd/-
	Ramniwas R Dhoot
Date: August 13, 2018	Chairman
Place: Mumbai	(DIN: 00210094)

ANNEXURE- E

EXTRACT OF ANNUAL RETURN

Form No. MGT-9 As on March 31, 2018

[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	L31300DN1961PLC000232
i	Registration Date	March 24, 1961
iii	Name of the Company	IMP Powers Limited
iv	Category / Sub-Category of the Company	Public Limited Company - limited by Shares
V	Address of the registered office and contact details Corporate Office:	Survey No. 263/3/2/2 Village Sayli, Umerkuin Road,
		Silvassa- 396230, Dadra & Nagar Haveli (U.T.)35/C,
		Popular Press Building, 2nd Floor,PT M.M. Malviya Road,
		Tardeo, Mumbai- 400 034.
		www.imp-powers.com
		Tel.: 022-23539180-85 Fax : 022-23539186-87
vi	Whether listed company?	Yes
vii	Name, Address and Contact details of Registrar and Transfer Agent of the Company	Link Intime Pvt. Ltd. C-101 , 1st Floor, 247 Park, Lai Bahadur Shastri Marg, Vikhroli (West) Mumbai 400083

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:

S. NO	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1	Manufacture of Power, EHV, 100% Distribution Transformers up to 315 MVA in 400 kv class	27102	100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. NO	NAME AND ADDRESS OF THE COMPANY	CIN/GLN	HOLDING/ SUBSIDIARY/ ASSOCIATE	% of shares held	Applicable Section
1.	IMP Energy Ltd., 35/C, Popular Press Building, 2nd Floor, FT M.M. Malviya Road, Tardeo, Mumbai- 400034.	U45209MH2012PLC226580	Subsidiary	77.47%	Section 2(87)

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 beginning of the year				Number 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
A. Promoters
(1) Indian
(a) Individual/ HUF	1212803	0	1212803	14.04	1212803	0	1212803	14.04	0
(b) Central Government	0	0	0	0.00	0	0	0	0.00	0
(c ) State Government(s)	0	0	0	0.00	0	0	0	0.00	0
(d) Bodies Corporate	3363801	0	3363801	38.95	3363801	0	3363801	38.95	0
(e)Banks/FI	0	0	0	0.00	0	0	0	0.00	0
(f) Any Other	0	0	0	0.00	0	0	0	0.00	0
Sub Total(A)(1)	4576604	0	4576604	52.99	4576604	0	4576604	52.99	0
(2) Foreign
(a) NRIs-lndividuals	0	0	0	0.00	0	0	0	0.00	0
(b) Other -Individuals	0	0	0	0.00	0	0	0	0.00	0
(c )Bodies Corporate	0	0	0	0.00	0	0	0	0.00	0
(d)Banks/FI	0	0	0	0.00	0	0	0	0.00	0
(e) Any Other	0	0	0	0.00	0	0	0	0.00	0
Sub Total (A)(2)	0	0	0	0.00	0	0	0	0.00	0
Total Shareholding of Promoter (A)=(A)(1) (A)(2)	4576604	0	4576604	52.99	4576604	0	4576604	52.99	0
B. Public shareholding
1. Institutions
(a) Mutual Funds	0	0	0	0.00	0	0	0	0.00	0
(b)Banks/FI	303621	0	303621	3.52	0	0	0	0.00	-3.52
(c) Central Government	0	0	0	0	0	0	0	0	0
(d)State Govemment(s)	0	0	0	0.00	0	0	0	0.00	0.00
(e) Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
(f) Insurance Companies	0	0	0	0.00	0	0	0	0.00	0.00
(g)Flls/Foreign Portfolio Investors	1353	0	1353	0.02	0	0	0	0.00	0.02
(h) Foreign Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
(i) Other (specify)	0	0	0	0.0000	0	0	0	0.00	0.00
Sub-Total (B)(1)	304974	0	304974	3.53	0	0	0	0.00	-3.53
2. Non-institutions
(a) Bodies Corporate
(i) Indian	766254	200	766454	8.87	797918	200	798118	9.24	0.37
(ii) Overseas	491840	0	491840	5.69	491840	0	491840	5.69	0

(b)lndividuals
(i) Individual shareholders holding nominal share capital up to Rs 2 lakh	1477725	54807	1532532	17.74	1701007	54307	1755314	20.32	2.58
(ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakh.	196837	0	196837	2.28	223146	0	223146	2.58	0
(c )Others (specify)	677516	0	677516	7.84	681223	0	681223	7.88	0.04
(c-i) Non-Resident Individuals	27390	0	27390	0.32	77319	0	77319	0.90	0.58
(c-ii) Directors
(c-iii) Clearing Members	62416	0	62416	0.72	32999	0	32999	0.38	-0.34
Sub-Total (B)(2)	3754985	55007	3754985	43.48	4005452	54507	4059959	47.01	3.52
Total Public Shareholding (B)=(B)(1) (B)(2)	4059959	55007	4059959	47.01	4005452	54507	4059959	47.01	0
C. Shares held by Custodians for GDRs & ADRs	0	0	0	0.00	0	0	0	0.00	0.00
GRAND TOTAL (A) (B) (C)	8581556	55007	8636563	100	8582056	54507	8636563	100	0

(ii) Promoter's Shareholding (please specify if there is no change)

Sr. no.	Shareholders Name	Shareholding at the beginning of the year 01.04.2017			Shareholding at the end of the year 31.03.2018
		No. of Shares	% of total shares of the Co.	% of Shares Pledged/ encumbered to the total shares	No. of Shares	% of total shares of the Co.	% of Shares Pledged/ encumbered to the total shares
1	Advance Transformers and Equipments Pvt. Ltd	936939	10.85	0.00	936939	10.85	0.00
2	Shree Rasbihari Trading & Investment Pvt. Ltd	797773	9.24	17.09	797773	9.24	99.95
3	Shree Kishoriju Trading & Investment Pvt. Ltd	587552	6.80	47.68	587552	6.80	47.68
4	Universal Transformers Pvt. Ltd	336250	3.89	0.00	336250	3.89	0.00
5	Shree Rasbihari Electrical Pvt. Ltd	283115	3.28	0.00	283115	3.28	99.96
6	Mangalam Laboratories Pvt. Ltd	250000	2.89	0.00	250000	2.89	0.00
7	Ramniwas R. Dhoot	234812	2.72	0.00	234812	2.72	99.65
8	Ajay R Dhoot	232977	2.70	100.00	232977	2.70	100.00
9	Aditya R. Dhoot	212623	2.46	91.64	212623	2.46	91.64
10	SmitaA. Dhoot	188204	2.18	100.00	188204	2.18	100.00
11	Mangalam Drugs and Organics Ltd	172172	1.99	0.00	172172	1.99	0.00
12	Radhika A Dhoot	167850	1.94	91.95	167850	1.94	91.95
13	Rajkumari R. Dhoot	166015	1.92	100.00	166015	1.92	100.00
14	Ramniwas Ramdayal Dhoot (HUF)	10322	10.85	0.00	10322	0.12	0.00
[Mi) Change in the Promoter's shareholding (Please specify, if there is no change): NA

(iv) Shareholding pattern of top ten shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. No.	For each of the Top 10 Shareholders	Shareholding at the beginning of the year 01.04.2017		Date wise Increase/ Decrease in Shareholding during the year		Shareholding at the end of the year as on 31.03.2018
		No. of Shares	% of total shares of the Co.	Date of Transact -ion	No. of Shares	No. of Shares	% of total shares of the Co.
1	IL and FS Trust Company Ltd	577300	6.68	-	-	577300	6.68
2	India Business Excellence Fund I	491840	5.69	-	-	491840	5.69
3	Stressed Assets Stabilization Fund	303621	3.52	28 Apr 2017	-20000	0	0
				12 May 2017	-20000
				19 May 2017	-26608
				26 May 2017	-2378
				24 Nov 2017	-20000
				01 Dec 2017	-20000
				08 Dec 2017	-6123
				22 Dec 2017	-30860
				29 Dec 2017	-57997
				30 Dec 2017	-4092
				05 Jan 2018	-29232
				12 Jan 2018	-50865
				19 Jan 2018	-15466
4	Percept Financial Services Private Limited	155781	1.80	-	-	155781	1.80
5	Dinero Finance And Investments Pvt. Ltd	114943	1.33	21 Apr 2017	4699	129883	1.50
				22 Sep 2017	1553
				29 Sep 2017	8688
6	Bonanza Portfolio Ltd	88875	1.03	07 Apr 2017	-138	102957	1.19
				14 Apr 2017	-5599
				21 Apr 2017	-3694
				28 Apr 2017	7404
				05 May 2017	6
				12 May 2017	-3499
				19 May 2017	-29
				26 May 2017	-3326
				02 Jun 2017	-4507
				09 Jun 2017	-3997
				16 Jun 2017	-9117
				23 Jun 2017	544
				14 Jul 2017	2
				04 Aug 2017	-4726
				18 Aug 2017	-4984
				25 Aug 2017	-242
				08 Sep 2017	100
				15 Sep 2017	365
				29 Sep 2017	801
				06 Oct 2017	175
				13 Oct 2017	8361

				27 Oct 2017	-8801
				03 Nov 2017	973
				17 Nov 2017	4349
				24 Nov 2017	6868
				01 Dec 201 7	17746
				08 Dec 2017	690
				15 Dec 2017	-567
				22 Dec 2017	-900
				29 Dec 2017	-1050
				05 Jan 2018	12291
				12 Jan 2018	500
				19 Jan 2018	-562
				26 Jan 2018	835
				02 Feb 2018	-8
				09 Feb 2018	-524
				16 Feb 2018	5203
				23 Feb 2018	642
				02 Mar 2018	-300
				09 Mar 2018	1320
				16 Mar 2018	1292
				23 Mar 2018	-1397
				31 Mar 2018	1582
7	Boesky Securities Pvt. Ltd	81419	0.94	-	-	81419	0.94
8	KRYFS Power Components Limited	75206	0.87	-	-	75206	0.87
9	Shrilekha Somani	58000	0.67	-	-	58000	0.67
10	Bhimavarapu Sridhar Reddy	51021	0.59	26 May 2017	-33507	154	0.00
				02 Jun 2017	-4699
				09 Jun 2017	-1296
				06 Oct 2017	-2365
				17 Nov 2017	-9000
11	Golden Goenka Credit Pvt Ltd	48907	0.57	21 Apr 2017	-3000	0	0
				28 Apr 2017	-3500
				26 May 2017	-17369
				02 June 2017	-3900
				16 June 2017	-10000
				17 Nov 2017	-11138
12	Sharekhan limited	37923	0.44	07 Apr 2017	-2851	111891	1.30
				14 Apr 2017	1958
				21 Apr 2017	-3314
				28 Apr 2017	-25762
				05 May 2017	-2851
				12 May 2017	566
				19 May 2017	-1875
				26 May 2017	293
				02 Jun 2017	416

				09 Jun 2017	2222
				16 Jun 2017	-3511
				23 Jun 2017	-852
				30 Jun 2017	-289
				07 Jul 2017	7310
				14 Jul 2017	-7527
				21 Jul 2017	-1123
				28 Jul 2017	87
				04 Aug 2017	11561
				11 Aug 2017	-8121
				18 Aug 2017	50
				25 Aug 2017	-1134
				01 Sep 2017	3320
				08 Sep 2017	7999
				15 Sep 2017	-6088
				22 Sep 2017	-5247
				29 Sep 2017	-2234
				06 Oct 2017	600
				13 Oct 2017	-725
				20 Oct 2017	638
				27 Oct 2017	-488
				03 Nov 2017	-120
				10 Nov 2017	20
				17 Nov 2017	7756
				24 Nov 2017	-2410
				01 Dec 2017	20241
				08 Dec 2017	17775
				15 Dec 2017	7038
				22 Dec 2017	25742
				29 Dec 2017	-3889
				05 Jan 2018	18456
				12 Jan 2018	43875
				19 Jan 2018	-15686
				26 Jan 2018	9877
				02 Feb 2018	27239
				09 Feb 2018	7056
				16 Feb 2018	-12980
				23 Feb 2018	-16800
				02 Mar 2018	-6851
				09 Mar 2018	-13995
				16 Mar 2018	-703
				23 Mar 2018	-1001
				31 Mar2018	300
13	Hari Kishen Malani	37316	0.43	-	-	37316	0.43

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No.	For each of the Director and KMP	Shareholding at the beginning of the year 01.04.2017		Date wise Increase/ Decrease in Shareholding during the year		Cumulative Shareholding during the year		Shareholding at the end of the year as on 31.03.2018
		No. of Shares	% of total shares of the Co.	No. of Shares	% of total shares of the Co.	No. of Shares	% of total shares of the Co.	No. of Shares	% of total shares of the Co.
1	Shri Ramniwas R Dhoot (Chairman)	234812	2.72	.	.	234812	2.72	234812	2.72
2	Shri Ajay R Dhoot (Vice-Chairman)	232977	2.70			232977	2.70	232977	2.70
3	Shri Aaditya R Dhoot (Managing Director)	212623	2.46			212623	2.46	212623	2.46
4	Shri R.T. RajGuroo (Independent Director)	1500	0.02	-1500	-0.02	0	0	0	0
5	Shri Siby Antony (Independent Director)
6	Shri Prashant Pandit (Independent Director)
7	Shri P.Uma Shankar (Independent Director)
8	Shri Praveen Saxena (Independent Director)
9	Ms. Priyanjali Dhoot (Director)
10	Shri Bakul Desai (CFO)
11	Ms. Priya Shah (CS)

(V) INDEBTEDNESS:

Indebtedness of the company including interest outstanding/accrued but not due for payment

Indebtedness at the beginning of the Financial Year	Secured Loans excluding deposits	Unsecured Loans	Deposit	Total Indebtedness
i) Principal Amount	9552.95	155.00	-	9707.95
ii) Interest due but not paid	.	.	.	.
iii) Interest accrued but not due	-	-	-	-
Total (i ii iii)	9552.95	155.00	.	9707.95
Change in Indebtedness during the year
Addition	607.64	682.82	.	1290.46
Reduction	6.76	-	-	6.76
Net Change	600.88	682.82	.	1283.70
Indebtedness at the end of the Financial Year
i) Principal Amount	10153.83	837.82	-	10991.65
ii) lnterest due but not paid	.	.	.	.
iii)lnterest accrued but not due	-	-	-	-
Total (i ii iii)	10153.83	837.82	-	10991.65

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER:

Sr. No.	Particulars of Remuneration	Shri Ramniwas R Dhoot (Chairman)	Shri Ajay R Dhoot (Vice-Chairman)	Shri Aaditya R Dhoot (Managing Director)	Ms. Priyanjali Dhoot (Executive Director)	Total Amount
1	Gross salary
a)	(a) Salary as per provisions contained in section 17(1) of the lncome-taxAct, 1961	53,40,000	51,90,000	50,40,000	6,00,000	161,70,000
b)	(b) Value of perquisites u/s 17(2) Income-Tax Act, 1961	5,50,090	4,16,400	39,600	7,000	10,13,090
c)	(c) Profits in lieu of salary under section 17(3) Income- tax Act,1961
2	Stock Option	.	.	.	.	.
3	Sweat Equity	.	.	.	.	.
4	Commission- as % of profit - others, specify	.	.	.	.	.
5	Others, (Company's contribution to Provident Fund)	.	.	.	.	.
	Total	58,90,090	56,06,400	50,79,600	6,07,000	1,71,83,090

B. REMUNERATION TO OTHER DIRECTORS:

Sr. No.	Particulars	Fees for attending Board/ Committee Meetings	Commission	Others, please specify	Total Amount
	INDEPENDENT DIRECTORS
1	Shri R.T. RajGuroo	19,500	-	-	19,500
2	Shri Siby Antony	26,000	-	-	26,000
3	Shri Prashant Pandit	13,000	-	-	13,000
4	Shri P. Uma Shankar	0	-	-	0
5	Dr. Praveen Saxena	18,000	.	.	18,000
	Total Remuneration	76,500			76,500

C. REMUNERATION TO KEYI MANAGERIAL PERSONNEL OTHER THAN MD/l\/IANAGER/WTD

Sr. No.	Particulars of Remuneration	Shri Baku! Desai (CFO)	Ms. Priya Shah (CS)	Total Amount
1	Gross salary
a)	(a) Salary as per provisions contained in sectionl 7(1) of the lncome-tax Act,1961	16,55,716	4,59,443	21,15,159
b)	(b) Valueof perquisites u/s 17(2)1 ncome-Tax Act, 1961	-	-	-
c)	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	-	-	-
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission- as % of profit - others, specify	-	-	-
5	Others, (Company's contribution to Provident Fund)	-	-	-
	Total	16,55,716	4,59,443	21,15,159

VII. PENALITIES / PUNISHMENT/COMPOUNDING OF OFFENCES:

Type	Sections of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding Fees imposed	Authority (RD/NCLT COURT)	Appeal Made If any (give detail)
A) COMPANY- NOT APPLICABLE
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding Refer note provided as under
B) DIRECTORS
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding Refer note provided as under
C) OTHER OFFICERS DEFAULT
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil

Note: Cases were filed by ROC, Ahmedabad before the Chief Judicial Magistrate Court, Silvassa against the Company and its Directors in the year 2009-2010 for Non-disclosures in Annual Report for the financial year 2006-2007. The said cases were Compounded by the Company and its Directors before the Company Law Board (CLB), Mumbai and Compounding Fines amounting to Rs. 2,40,000 were paid in CLB, Mumbai by Company and its Directors as per the orders dated 16th October, 2014 passed by the CLB, Mumbai Bench. This order will be submitted to the Silvassa Court for disposal of matter.

	By Order of the Board
	For IMP Powers Limited
	Sd/-
	Ramniwas R Dhoot
Date: August 13, 2018	Chairman
Place: Mumbai	(DIN: 00210094)

Annexure- F AOC-2 (Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form of Disclosure of Particulars of contracts/ arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arms length transactions under the third proviso thereto.

I. Details of Contract and Arrangements not on arms length basis: Not applicable

II. Details of material contracts or arrangements or transactions at arm's length basis: Not applicable

	By Order of the Board
	For IMP Powers Limited
	Sd/-
	Ramniwas R Dhoot
Date: August 13, 2018	Chairman
Place: Mumbai	(DIN: 00210094)