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Regd. Off : SURYACHAKRA HOUSE, Plot No. 304-L-Ill, 2nd Floor, Road No. 78, Jubilee Hills, IS0 W 9001 ,2008 Hyderabad-500 096. Ph : +91-40-3082 3000,2355 0597 198 ISO 14001 : 2004

Fax . 040 - 2354 1339, E-mail : [email protected] website : www.suryachakra.in

SPCL/ BSE/ AGM 'q 8% Dt; I S t December, 2017

To The General Manager Dept. of Corporate Services Bombay Stock ~xchange Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001

Dear Sir,

Sub:-22nd Annual General Meeting and voting results at of the Company held on 30th November, 2017. Ref.: Scrip Code: 532874

With reference to the above, please note that the 22nd Annual General Meeting of the Company held on Thursday, 30th November, 2017, at Hotel Devi Grand, # 11-5-152, Bhavani Nagar, Moosapet 'X' Roads, Hyderabad - 500 018 and the business mentioned in the Notice dt.14th September, 2017 were transacted.

In this regard, please find enclosed the following:

1. Summary of proceedings as required under Regulation 30, Part-A of Schedule-I11 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure-1.

2. Voting Results as required under Regulation 44 of the SEBI (LODR) Regulations, 2015 as Annexure - 11.

3. Report of Scrutinizer's dt. (,\R2017, pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4) (xii) of the Companies (Management and Administration) Rules, 2014.

4. Annual Report for the financial year 2016-17 as required under Regulation 34 of the SEBI (LODR) Regulations, 2015 duly approved and adopted by the shareholders as per the provisions of the Companies Act, 2013.

This is for your information and records.

Thanking you,

Yours faithfully, for Suryyhakra Power Corporation Limited

( Dr. S M ~anepal l i j Managing Director

Encl: a/a

SURYflCHflKT(ti SOWER COT(P0RflTION L

eertifiod True c.2~

For Suryachakra Po

D~rector k 2ZndflNNUflL RE30

2016-17

Board of Directors Mr. P.V. Subba Rao

Mr. B.P. Vijaya Rao

Mr. K. Vijay Kumar

Dr. R.S. Murthy (upto 24072017)

Dr. S. M. Manepalli, Managing Director

Mrs. M. Mangatayaru

Vice President &

Company Secretary Mr. D Suresh Babu (Upto 29052017)

Audit Committee Mr. P.V. Subba Rao

Mr. K. Vijay Kumar

Mr. B.P. Vijaya Rao

Statutory Auditors M/s. M Bhaskara Rao & Co.

Chartered Accountants

6-3-652, 5th Floor, Kautilya, Somajiguda

Hyderabad-500 082.

Bankers State Bank of India

Regd. Office “Suryachakra House” Plot No.304-L-III,

Road No.78, Jubilee Hills, Hyderabad-500 096

Plant Bamboo flat, Near Fire Brigade, South Andaman,

Port Blair – 744 107.

A & N Islands.

NOTICE

Notice is hereby given that the 22nd

Annual General Meeting of the Members of Suryachakra

Power Corporation Limited will be held on Thursday, the 30th day of November, 2017 at

10.00 A.M at Hotel Devi Grand, #11-5-152, Bhavani Nagar, Moosapet ‘X’ Roads,

Hyderabad - 500018 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2017 and the

Profit and Loss account for the period ended on that date, including consolidated

financial statements and the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr P V Subba Rao DIN. 00545224 who retires by rotation

and being eligible offers himself for re-appointment.

3. To appoint a Director in place of Mr B P Vijaya Rao, DIN. 00313630 who retires by rotation

and being eligible offers himself for re-appointment.

4 To ratify the appointment of M/s M Bhaskara Rao & Co., Statutory Auditors.

To consider and if thought fit, to pass with or without modification(s), the following

resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 139 and all other applicable

provisions of the Companies Act, 2013 (the “Act”) read with Rule 3(7) of the Companies

(Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment

thereof for the time being in force), the Company hereby ratifies the appointment of M/s. M

Bhaskara Rao & Co., Chartered Accountants (Firm Regn.No.000459S), as the Statutory

Auditors of the Company to hold office from the conclusion of this Annual General Meeting

until the conclusion of the Annual General Meeting to be held for the financial year 2017-18

on such remuneration as may be determined by the Board of Directors.”

Special Business:

1. APPROVAL OF REMUNERATION PAYABLE TO COST AUDITORS:

To consider and if thought fit, to pass, with or without modification(s), the following

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable

provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014

(including any statutory modification(s) or re-enactment thereof, for the time being in

force), approval of the Company be and is hereby accorded for the payment of Rs.20,000/-

as remuneration to M/s kju & Associates, the Cost Auditors appointed by the Board of

Directors of the Company, to conduct the audit of the cost records of the Company for the

financial year ending 31st

March, 2018.”

“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 Directors

For SURYACHAKRA POWER CORPORATION LIMITED

Sd/-

(Dr. S M Manepalli)

Place: Hyderabad Managing Director

Date: 14.09.2017

NOTES: 1. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to

attend and vote instead of himself/herself and the proxy need not be a member of the

company. The instrument appointing the proxy to be valid should be deposited at the

registered office of the Company not less than 48 hours before the commencement of

the meeting.

2. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

in respect of business item no. 4 of the notice, is annexed hereto.

3. The Register of Members and Share Transfer Books of the Company will remain closed

from Thursday, the 23rd November 2017 to Thursday the 30th November 2017 (both

days inclusive).

4. Pursuant to clause 49 of the Listing agreement, the particulars of Directors seeking

appointment and re-appointment at the meeting are annexed.

5. Members holding shares in physical form are requested to intimate any change in their

address quoting their registered folio number to the Registrars and Share Transfer

Agents namely M/s. Karvy Computershare Private Limited, Seat No.52, 6th Floor, Karvy

Selenium Tower - B, Plot No. 31 & 32 Financial Dist., Gachibowli, Nanakramguda, Seri

Lingampally, Hyderabad - 500 032.Phone No.040-67162222.

6. Members holding shares in electronic form are requested to intimate any change in their

address to the depository participant (DP) with whom the de-mat account is maintained.

7. Members are requested to bring admission slip duly filled in along with a copy of Annual

Report to the Meeting.

8. Corporate members intending to send their authorized representatives to attend the

meeting are requested to send a certified copy of the Board Resolution authorizing their

representative to attend and vote on their behalf at the meeting.

9. As a part of Green Initiative in Corporate Governance, the Ministry of Corporate Affairs

(MCA), Government of India vide its Circular has allowed paperless compliances by

Companies inter-alia stating that if the Company sends official documents to their

shareholders electronically, it will be in compliance with the provisions of the Companies

Act, 2013.

If any member is interested to receive documents in physical form, a communication in

this regard may be made to the registered office of the Company.

10. Members desiring any information on Accounts are requested to write to CFO or

Company Secretary at an early date so as to enable the management to reply at the

meeting.

11. Annual Report of the company has been uploaded on website of the company www.suryachakra.in

12. The Company is pleased to offer e-voting facility to all its members to enable them to

cast their vote electronically in terms of Section 108 of the Companies Act, 2013 read

with the Companies (Management and Administration) Rules, 2014 and Clause 35B of

the Listing Agreement (including any statutory modification or re-enactment thereof for

the time being in force). Accordingly, a member may exercise his / her vote by

electronic means and the Company may pass any resolution by electronic voting system

in accordance with the above provisions.

13. Members can opt for only one mode of voting, i.e., either by physical poll or e-voting. In

case Members cast their votes through both the modes, then voting done by such

members will be treated as invalid.

14. Members who do not have access to e-voting facility have been additionally provided a

facility through Ballot Paper, enclosed herewith in Form No. MGT - 12. They may send

duly completed Ballot Paper to the Scrutinizer, M/s. L D Reddy & Co., Practicing

Company Secretaries (CP No. 3752) having its office at Plot No.6-2-1/2, Flat No.504,

Afjal Commercial Complex, Beside MMTS Railway Station (South), Lakdi-Ka-Pool,

Hyderabad-500004 so as to reach on or before the conclusion of the 22nd Annual

General Meeting or can carry the same to the AGM and deposit in the Ballot Box during

the Meeting. Members have the option to request for physical copy of Ballot Paper by

sending an e-mail to [email protected] by mentioning their Folio No. / DP

ID and Client ID.

15. The facility for voting through Ballot paper shall also be made available at the meeting

and the members attending the meeting, who have not already cast their vote by e-

voting shall be able to exercise their right at the meeting.

PROCEDURE AND INSTRUCTIONS FOR E-VOTING:

I. Remote e-voting: In compliance with the provisions of Section 108 of the

Companies Act, 2013, read with Rule 20 of the Companies (Management and

Administration) Rules, 2014, as amended and the provisions of Regulation 44

of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Members are provided with

the facility to cast their vote electronically, through the e-voting services

provided by Karvy Computershare Private Limited (Karvy) on all resolutions

set forth in this Notice, from a place other than the venue of the Meeting

(Remote e-voting).

(A) In case a Member receives an email from Karvy [for Members whose email

IDs are registered with the Company/Depository Participants (s)]:

i. Launch internet browser by typing the URL: https://evoting.karvy.com

ii. Enter the login credentials (i.e. User ID and password). In case of physical

folio, User ID will be EVEN (E-Voting Event Number) xxxx followed by folio

number. In case of Demat account, User ID will be your DP ID and Client

ID. However, if you are already registered with Karvy for e-voting, you can

use your existing User ID and password for casting your vote.

iii. After entering these details appropriately, click on “LOGIN”.

iv. You will now reach password change Menu wherein you are required to

mandatorily change your password. The new password shall comprise of

minimum 8 characters with at least one upper case (A- Z), one lower

case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,).

The system will prompt you to change your password and update your

contact details like mobile number, email ID etc. on first login. You may

also enter a secret question and answer of your choice to retrieve your

password in case you forget it. It is strongly recommended that you do

not share your password with any other person and that you take

utmostcare to keep your password confidential.

v. You need to login again with the new credentials.

vi. On successful login, the system will prompt you to select the “EVENT” i.e.,

‘Name of the Company”

vii. On the voting page, enter the number of shares (which represents the

number of votes) as on the Cut-off Date under “FOR/AGAINST” or

alternatively, you may partially enter any number in “FOR” and partially

“AGAINST” but the total number in “FOR/AGAINST” taken together shall

not exceed your total shareholding as mentioned herein above. You may

also choose the option ABSTAIN. If the Member does not indicate either

“FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held

will not be counted under either head.

viii. Members holding multiple folios/demat accounts shall choose the voting

process separately for each folio/demat accounts.

ix. Voting has to be done for each item of the notice separately. In case you

do not desire to cast your vote on any specific item, it will be treated as

abstained.

x. You may then cast your vote by selecting an appropriate option and click

on “Submit”.

xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL”

to modify. Once you have voted on the resolution (s), you will not be

allowed to modify your vote. During the voting period, Members can

login any number of times till they have voted on the Resolution(s).

xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI

etc.) are also required to send scanned certified true copy (PDF Format)

of the Board Resolution/Authority Letter etc., together with attested

specimen signature(s) of the duly authorised representative(s), to the

Scrutinizer at email [email protected] with a copy marked to

[email protected]. The scanned image of the above mentioned

documents should be in the naming format “Corporate Name_Event No.”

(B) In case of Members receiving physical copy of Notice [for Members whose

email IDs are not registered with the Company/Depository Participants

(s)]:

i. E-Voting Event Number – xxxx (EVEN), User ID and Password is provided

in the Attendance Slip.

ii. Please follow all steps from Sl. No. (i) to (xii) above to cast your vote by

electronic means.

II. Voting at AGM: The Members, who have not cast their vote through Remote

e-voting can exercise their voting rights at the AGM. The Company will make

necessary arrangements in this regard at the AGM Venue. The facility for

voting through Physical Ballot shall be made available at the Meeting.

Members who have already cast their votes by Remote e-voting are eligible to

attend the Meeting; however those Members are not entitled to cast their

vote again in the Meeting.

A Member can opt for only single mode of voting i.e. through Remote e-

voting or voting at the AGM. If a Member casts votes by both modes then

voting done through Remote e-voting shall prevail and vote at the AGM shall

be treated as invalid.

OTHER INSTRUCTIONS

a. In case of any query and/or grievance, in respect of voting by electronic

means, Members may refer to the Help & Frequently Asked Questions

(FAQs) and E-voting user manual available at the download section of

https://evoting.karvy.com (Karvy Website) or contact Mr. B. Venkata

Kishore (Unit: Suryachakra Power Corporation Limited) of Karvy

Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32,

Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 or at

[email protected] or phone no. 040–6716 2222 or call Karvy’s toll free

No. 1-800-34-54-001 for any further clarifications.

b. You can also update your mobile number and e-mail id in the user profile

details of the folio which may be used for sending future communication(s).

c. In case a person has become a Member of the Company after dispatch of

AGM Notice but on or before the cut-off date for E-voting i.e., 23rd

November, 2017 to be held on 27.11.2017 at 10.00 am to 29th November,

2017 at 5 pm, he/she may obtain the User ID and Password in the manner

as mentioned below :

i. If the mobile number of the member is registered against Folio No./ DP ID

Client ID, the member may sendSMS:

MYEPWD <space> E-Voting Event Number+Folio No. or DP ID Client ID to

9212993399

Example for NSDL:

MYEPWD <SPACE> IN30039412345678 (DP-ID + CL-ID)

Example for CDSL:

MYEPWD <SPACE> 1202300012345678 (16 DIGITS NUMERIC)

Example for Physical:

MYEPWD <SPACE> XXXX1234567890 (EVEN NO. + FOLIO NO.)

ii. If e-mail address or mobile number of the member is registered against

Folio No. / DP ID Client ID, then on the home page of

https://evoting.karvy.com, the member may click “Forgot Password” and

enter Folio No. or DP ID Client ID and PAN to generate a password.

iii. Member may call Karvy’s toll free number 1800-3454-001.

iv. Member may send an e-mail request to [email protected]. However,

Karvy shall endeavour to send User ID and Password to those new

Members whose mail ids are available.

Registered Office of the Company:

Suryachakra House, Plot No.304-L-III,

Road No.78, Jubilee Hills, Hyderabad-500 096

Corporate Identity Number: L40103TG1995PLC019554

E-mail: [email protected]

Website: www.suryachakra.in

Registrar and Share Transfer Agents:

Karvy Computer Share Private Limited

Unit: Suryachakra Power Corp. Ltd,

Seat No.52, 6th Floor, Karvy Selenium Tower – B,

Plot No. 31 & 32, Financial Dist., Gachibowli, Nanakramguda, Seri Lingampally,

Hyderabad – 500 032, Ph: 040-67161585,

EXPLANATORY STATEMENT: (Pursuant to Section 102(1) of the Companies Act, 2013) The following Explanatory Statement sets out the material facts relating to the Special

Business mentioned in the accompanying Notice.

Item No. 1

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the

Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors

has to be ratified by the shareholders of the Company.

The Board, on the recommendation of the Audit Committee, appointed M/s kju &

Associates as the Cost Auditors to conduct the audit of the cost records of the Company for

the Financial Year 2017-18 and recommended to the members payment of Rs.20,000 as

remuneration.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out

at Item No. 1 of the Notice for payment of the remuneration payable to the Cost Auditors

for the financial year ending 31st

March, 2018. The Board of Directors recommends the

above resolution for your approval.

None of the Directors or any key managerial personnel or any relative of any of the

Directors of the Company or the relatives of any key managerial personnel is, in anyway

concerned or interested in the above resolution.

Details of Directors seeking re-appointment at the forthcoming AGM - NIL

(in terms of regulation 36 of the Listing Agreement))

DIRECTORS’ REPORT

Dear Members,

Your Directors have pleasure in presenting their 22nd

Annual Report of the Company

together with the Audited Accounts for the year ended March 31, 2017.

FINANCIAL PERFORMANCE:

(Rs. in Million)

Particulars year ended 31.03.2017

(12 months)

year ended 31.03.2016

(12 months)

Income from sale of power Other Income Profit before interest and depreciation Interest and Finance Charges Depreciation Profit after interest and depreciation but before exceptional items Exceptional Items (Net) Profit/(loss) before Tax Current Tax Mat Credit entitlement Profit/(loss) after Tax

984.50 ---

984.50

60.42 00.11 20.37

(39.94) 1139.49

(1179.43) -- --

(1179.43)

1069.66 ---

1069.66

45.16 25.31 31.94

(12.10) 86.20

(98.30) -- --

(98.30) REVIEW OF OPERATIONS:

The Board observed that the Company achieved a turnover of Rs.984.50 million for 12

months (Standalone) as against the previous year’s turnover of Rs.1069.66 million

(standalone) and there is a decrease in turnover by Rs.85.16 millions, which is a decrease by

7.96% over last year. The net loss for the year 2016-17 is Rs.1179.43 million as against the

net loss for the previous year 2015-16 of Rs.98.30 million which is due to the reason of shut

down of two of the gen sets at the Power Plant and also the production of power which was

hampered due to the frequent shutting down of another engine for carrying out overhaul in

phases.

DIVIDEND:

Your Directors are unable to recommend any dividend on the Equity Capital of the Company

due to continuous losses.

DIRECTORS: In accordance with the provisions of the Companies Act, 2013 and Articles of Association of

the Company, Mr. P V Subba Rao, Independent Director and Mr. B P Vijaya Rao,

Independent Director will retire by rotation at the ensuing Annual General Meeting and

being eligible, offers himself for re-appointment as Directors of the Company.

Further details about the above directors are given in the Corporate Governance Report as

well as in the Notice of the ensuing Annual General Meeting being sent to the shareholders

along with the Annual Report.

During the year Dr. R.S. Murthy, Director resigned from the Board with effect from 24th

July,

2017.

Evaluation of the Board’s Performance

In compliance with the Companies Act, 2013, and pursuant to LODR regulations, the

performance evaluation of the Board and of its Committees was carried out during the year

under review. More details on the same are given in the Corporate Governance Report.

Familiarization Program for Independent Directors The Company has formulated a familiarization program for the Independent Directors to

provide insights into the Company to enable the Independent Directors to understand its

business in depth and contribute significantly to the Company. The details of such program

are available in the Company’s website www.suryachakra.in

Statement of declaration by Independent Directors The Company has received declarations from all the Independent Directors confirming that

they meet the criteria of independence as prescribed both under Section 149(6) of the

Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Nomination & Remuneration Policy

The company follows a policy on remuneration of Directors and Senior Management

Employees. The policy is approved by the Nomination & Remuneration Committee and the

Board. More details on the same are given in the Corporate Governance Report.

Report on the performance and financial position of each of the subsidiaries has been provided in Form AOC-1 at Annexure - 6. Note on standalone M/s Suryachakra Power Corporation Limited: The JERC after going through the written submissions they have issued order dated 13.01.2017 which indicated the company is due of an amount of Rs.9.67 Crores to the A & N Administration. However the company has appealed against the order dated 13.1.2017 in APTEL and is since admitted.

The Company is now filing an IA in APTEL for the above. The arguments on our Appeal No. 34 of 2017 filed in the APTEL for quashing the impugned JERC order dated

13.01.2017 is continuing in APTEL and the APTEL in its hearing and order dated 05.04.2017 the APTEL has asked the Company to file its written submission within 04 weeks i.e. 04.05.2017 and to the A&N Administration and JERC within 02 weeks

thereafter i.e. 19.05.2017 fixing the next date of hearing on 06.07.2017. Accordingly,

the Company has submitted its written submission on 04.05.2017 in APTEL. It is also to inform that a tripartite meeting was conducted by Commissioner cum

Secretary (Power) at Port Blair on 16.05.2017 among the Officials of the Company, State Bank of India /IFB/Kolkata and ED / A&N Administration to discuss the present

precarious financial / operational status of our 20 MW Power Plant and to find out a

solution to keep the Plant operational continuously. The meeting went well and in the meeting to our request the A&N Administration has agreed to grant extension of the

existing term of the PPA beyond 31.03.2018. Modalities are being worked out by both

the parties for extension of the PPA period.

State Bank of India has agreed to co-operate with the Company if PPA gets extended and also to consider One Time Settlement as per Banks policy. The matter is in progress. The company has made a request to bank to assign the debt to an ARC debt, so that the company will get enough time to repay the debt through ARC out of operational income and buy out etc.,. MAINTENANCE OF THE POWER PLANT: Your Company has been making arrangements for procurement and supply of the required

spares and services with MARES Germany and negotiations with them are going on. Your

Company has submitted to the Electricity Department, A & N Administration the following

Two options.

Option -I to repair the engines and continue the operations till 31.03.2018 up to which PPA

is there.

Option - II for complete overhauling of all the engines, if the PPA is extended for further 5

more years.

Management Discussion and Analysis Report for the year under review, pursuant to the

LODR regulations, forms part of this Annual Report. The Board reviews the progress of the

Company from time to time and guide the Company towards its corporate goals.

DIRECTOR’S RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a] in the preparation of the annual accounts, the applicable Accounting Standards have

been followed along with proper explanations relating to material departures;

b] the Directors have selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent, so as to give a true and

fair view of the state of affairs of the company at the end of the financial year and of the

profit or loss of the company for that period;

c] the Directors have ensured that proper and sufficient care is taken in the maintenance

of adequate accounting records in accordance with the provisions of the Companies Act

for safeguarding the assets of the company and for preventing and detecting fraud and

other irregularities;

d] the Annual Accounts are prepared on a going concern basis.

E] the directors laid down internal financial controls to be followed by the Company and

that such internal financial controls are adequate and were operating effectively.

F] 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.

Disclosures Under The Companies Act, 2013

i) Extract of Annual Return:

The details forming part of the extract of the annual return is enclosed in Form MGT.9 at

Annexure - I.

ii) Number of Board Meetings:

The Board of Directors met 4 times during the year 2016-2017. The details of the board

meetings and the attendance of the Directors are provided in the Corporate Governance

Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee which comprises of Sri P V Subba Rao as the

Chairman and Sri B P Vijaya Rao, and Sri K Vijay Kumar as the members. More details on the

committee are given in the Corporate Governance Report.

iv) Related Party Transactions:

There are no materially significant related party transactions made by the company with

Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict

with the interest of the company at large. Thus disclosure in Form AOC-2 is not required.

v) No Loans/Guarantees / Investments under Section 186 of the Companies Act, 2013

have been made during the year.

CORPORATE GOVERNANCE As per the revised Clause 49 of the Listing Agreement on Corporate Governance,

Management Discussion and Analysis Report forms part of the Annual Report (Annexure -

5). The company has complied with the Corporate Governance requirements under the

Companies Act, 2013, and as stipulated under the listing agreement with the stock

exchanges. A separate section on corporate governance under the Listing Agreement, along

with a certificate from the Practicing Company Secretary confirming the compliance, is

annexed and forms part of the Annual Report (Annexure - 2).

Corporate Social Responsibility Policy: As per Companies Act 2013, Your Company does not

fall under the Corporate Social Responsibility criteria. The Company would ensure the

provisions of the Act as and when the same is applicable.

Risk Management Policy

The Board of Directors has developed and implemented Risk Management Policy for the

Company. It has identified and assessed internal and external risks, with potential impact

and likelihood that may impact the Company in achieving its strategic objectives or may

threaten its existence.

Whistle Blower Policy

The Company has in place a Whistle Blower policy for vigil mechanism for Directors and

employees to report to the management about unethical behavior, fraud, violation of

Company’s Code of Conduct. None of the Personnel has been denied access to the audit

committee.

Declaration about Compliance with the Code of Conduct by Members of the Board and Sr.

Management Personnel.

The Company has complied with the requirements about Code of Conduct for Board

members and Sr. Management Personnel.

Disclosure under the sexual harassment of woman at workplace (prevention, prohibition

and redraessal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of

the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act,

2013. Internal Complaints Committee has been set up to redress complaints received

regarding sexual harassment. All employees (permanent, contractual, temporary and

trained) are covered under the Policy. The following is a summary of sexual harassment

complaints received and disposed off during each Calendar year:

a) No. of Complaints received - NIL

b) No. of Complaints disposed off – NIL

Statutory Auditors:

The Statutory Auditors of the Company viz., M/s M. Bhaskara Rao & Co., Chartered

Accountants, Hyderabad were appointed in the Annual General Meeting on 30.09.2014 for 5

years. As per the provisions of section 139 (1) of the Companies Act, 2013, the appointment

needs to be ratified by the member at the every subsequent Annual General Meeting. The

directors recommend ratification of their appointment.

The Auditors’ Report to the Shareholders for the year under review contains some

qualifications, to which explanations are given below.

Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Annual Audited Financial Results - (Standalone and Consolidated separately)

[See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]

ANNEXURE I

Statement on Impact of Audit Qualifications for the Financial Year ended March 31,2017 I. Sl.

No. Particulars Audited Figures

(as reported before adjusting

for qualifications)

Adjusted Figures (audited figures

after adjusting for qualifications)

1. Turnover / Total income

Not determinable

2. Total Expenditure

3. Net Profit/(Loss)

4. Earnings Per Share

5. Total Assets

6. Total Liabilities

7. Net Worth

8. Any other financial item(s) (as felt appropriate by the management)

Refer Emphasis of Matter Paragraph in Auditor’s Report

II Audit Qualification (each audit qualification separately):

1 Qualification - 1

a. Details of Audit Qualification: Qualification 1: Note 3(a) of the Statement regarding recognition of rejections / withheld amount by Andaman and Nicobar Administration (A&NA) – We are unable to comment on the extent of ultimate recoverability of Rs. 13.95 Lakhs for the quarter ended March 31, 2017 and Rs. 180.68 Lakhs for year ended March 31,2017 (Quarter ended 31st Dec, 2016 Rs.145.73 Lakhs, Quarter ended March 2016 Rs. 48.87 Lakhs, year ended March 31, 2016 Rs. 600.93 Lakhs) and the total receivables as at March 31, 2017 - Rs. 1606.69 Lakhs (as at March 31, 2016 - Rs.1426.01 Lakhs) which are subject to confirmation by the A&NA. Further, the Company, in earlier years, has also recognized interest aggregating to Rs. 1275.74 Lakhs on such rejections / with held amounts which is also subject to confirmation by the A&NA.

b. Type of Audit Qualification : Qualified Opinion

c. Frequency of qualification: Repetitive – First time reported in 2003-04

d. For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views: Not applicable

e. For Audit Qualification(s) where the impact is not quantified by the auditor: Not applicable

i. Management's estimation on the impact of audit qualification: Not determinable

ii.

If management is unable to estimate the impact, reasons for the same: Management is pursuing the matter and is confident of recovering the amount. In this regard, Honorable Supreme Court of lndia vide its Order dated 10th May 2016, Ordered A & N Administration to deposit an amount of Rs. 15 Crores with Supreme Court for the purpose of consideration of interim relief.

iii. Auditors' Comments on (i) or (ii) above: Nil 2 Qualification - 2

a. Details of Audit Qualification: Qualification 2 Note 3 (d) of the Statement regarding capital advances aggregating to Rs.852.66 Lakhs (Previous Year - Rs. 884.28 Lakhs ) considered good and fully recoverable for the reasons stated therein. We are unable to comment on the extent of ultimate recoverability.


c. Frequency of qualification: Repetitive - First time reported in 2014 - 15




ii. If management is unable to estimate the impact, reasons for the same: The Company has advanced for the purpose of refurbishment of DG sets for 20 MW Power Plant situated at Bamboo flat in Andaman & Nicobar Islands. The company is making efforts to carry out the refurbishment of DG sets.

iii. Auditors' Comments on (i) or (ii) above: Nil

3 Qualification - 3

a. Details of Audit Qualification: Qualification 3 Note 3 (e) of the Statement regarding non-accounting of interest expense on borrowings availed by the Company. We are unable to comment on the extent of shortfall in interest expense for the quarter and year ended March 31,2017 and also regarding cumulative liability up to March 31, 2017


c. Frequency of qualification: Repetitive - First time reported in 2014 – 15




ii. If management is unable to estimate the impact, reasons for the same: The management is in touch with Lenders for OTS without interest and they suggested to give a concrete proposal and the same is under active consideration with the Lenders. Management is confidant of resolving the issues pertaining to Lenders amicably and hence no provision of interest has been made.


4 Qualification – 4

a. Details of Audit Qualification: Qualification 4 Note 3 (f) of the Statement regarding confirmation of balances from Secured /Unsecured Loan Lenders; Trade Payables; Creditors for Capital works/goods; Loans and Advances given by the Company. We are unable to comment on the extent of adverse variances, if any.


c. Frequency of qualification: Repetitive - First time reported in 2014 - 15




ii. If management is unable to estimate the impact, reasons for the same: The Management is confident of convincing all secured creditors, trade creditors and to make OTS and settle their accounts as most of the creditors are known to the management and they would listen to the versions of the management. Hence, no confirmations have been obtained from all the creditors.


Signatories:

• CEO/Managing Director

• CFO

• Audit Committee Chairman

• Statutory Auditor

Place:

Date:

Secretarial Audit:

The Board had appointed M/s L D Reddy & Co, Company Secretaries in Whole-time Practice,

to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act,

2013 for the financial year 2016-17. The report of the Secretarial Auditor is annexed to this

report as Annexure - 3.

The Secretarial Auditors’ Report to the Shareholders for the year under review contains some qualifications, to which explanations are given below.

Secretarial Auditor’s Qualification Board’s explanation

An Inquiry was initiated under

section 7A of the EPF & MP ACT

1956 against the company

Due to non receipt of receivables from our customers, i.e. Electricity Department of Andaman and Nicobar Administration, there are some defaults and efforts are being made to regularise the same

The company has defaulted in

payment of Bank Dues, Therefore

SBI Global Factors Limited has filed

a petition before Hon’ble High Court

of Andhra Pradesh for winding up of

the company


The company is not regular in

paying statutory dues like PF,

Gratuity, TDS, Service Tax, Sales

Tax, etc.,


As plant is located in Andaman and

Nicobar Island, Physical Verification

was not done, therefore we are

unable to report on the compliance

of Labour laws at Factory Site.

Efforts are being made to comply with the Labour Laws at the Factory site.

Court cases are filed against the

company, Directors and other

guarantors for default of payment of

dues to bank and to other unsecured

creditors

Discussions are on with the Bankers to sort out the issue.

Court Cases are filed by the company to recover debts and to safeguard its business

They are to safeguard the business of the Company only.

The coal investment made in SGVL could not be recovered so far from Indonesia. Out of US$ 190.00 lacs, the management could recover only US$ 25.91 lacs and the balance is yet to be recovered

Efforts are being made to recover the balance amount also.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 , M/s. kju &

Associates, Practicing Cost Accountants (Firm Regn. No.000474), have been appointed to

conduct audit of cost records of Power (Electricity) for the year 2017-18.

Cost Audit Report will be submitted to the Central Government within the prescribed time.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings And Outgo:

The statement giving the particulars with respect to Conservation of Energy, Technology

absorption and Foreign Exchange Earnings and outgoings as required under Section 134 of

the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is annexed hereto at

Annexure - 4 and forms part of the Report.

Fixed deposits:

During the year under review, your Company has neither invited nor accepted any deposits

from the public.

Insurance:

The properties of your Company including its buildings, plant and machinery and stocks

have been adequately insured as required.

Particulars of Employees and related disclosures

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule

5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

may be treated as NIL.

Personnel & Industrial Relations:

Relations between employees and the management continued to be cordial during the year.

The Human Resource Department is committed in its quest to improve and maintain

employee morale and satisfaction at all levels.

Acknowledgments:

Your Directors would like to express their grateful thanks for the assistance and co-

operation received from the Financial Institutions, Banks, Government Authorities,

Customers, Vendors and Members during the year under review. Your Directors also wish to

place on record their deep sense of appreciation for the excellent services of the executives,

staff and workers of the company.

For and on behalf of the Board of Directors

Dr. S.M. Manepalli Mr. K. Vijay Kumar

Managing Director Executive Director

Place: Hyderabad.

Date: 14.09.2017.

ANNEXURE - 1

Form No. MGT- 9

EXTRACT OF ANNUAL RETURN

as 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: - L40103TG1995PLC019554

ii) Registration Date: 28th February, 1995 iii) Name of the Company: Suryachakra Power Corporation Limited

iv) Category / Sub-Category of the Company: Company limited by

Shares /Indian – Non Government Company.

v) Address of the registered office and contact details:

“Suryachakra House”, Plot No: 304-L-III, Road No: 78 Jubilee Hills, Hyderabad

– 500 096. Ph. No.: 040-3082 3000

vi) Whether listed company: Yes

vii) Name, Address and Contact details of Registrar and Transfer Agent, if Any

M/s. Karvy Computershare Private Limited,

Karvy Selenium Tower B, Plot No.31-32, Gachibowli, Financial District,

Nanakramguda, HYDERABAD - 500 032.

Tel.: 040-6716 1585

Contact Person: Mr B Venkata Kishore

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 Generation of Electricity 400.3 100

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

S.

No

.

Name & Address of the

Company

CIN/GLN HOLDING /

SUBSIDIARY

/

ASSOCIATE

% OF

SHARE

S HELD

APPLICA

BLE

SECTION

1 Suryachakra Energy

(Chattisgarh) Pvt. Ltd.

Suryachakra House, Plot

No.304-L-III, Road No.78,

Jubilee Hills,

Hyderabad - 500 096

U40105TG2008PTC058175 Subsidiary 100 2(87)

2 Suryachakra Global

Ventures Ltd. RM 2101,

Hong Kong Trade Centre,

161-7 Des Voeux Road,

Central Hong Kong.

Subsidiary 100 2(87)

(ii) SHARE HOLDING OF PROMOTERS

Sl No. Shareholders Name

NO of shares % of total shares

of the company

% of shares pledged

encumbered to total

shares

NO of shares % of total shares

of the company

% of shares pledged

encumbered to total

shares

1 MAUKTIKA ENERGY PRIVATE LIMITED 19751397 13.20 100.00 19751397 13.20 100.00

2 MANEPALLI INVESTMENTS PVT LIMITED 1500000 1.00 63.79 1500000 1.00 100.00

3 MANNEPALLI INVESTMENTS PVT.LTD 1442900 0.96 100.00 1442900 0.96 100.00

4 SURYAMANIKYAM MANEPALLI 1376100 0.92 100.00 1376100 0.92 100.00

5 MANGATAYARU MANEPALLI 1256100 0.84 100.00 1256100 0.84 100.00


7 M SESHAVATHARAM 964194 0.64 99.89 964194 0.64 99.88

8 AASRIT ENERGY PRIVATE LIMITED 725000 0.48 100.00 725000 0.48 100.00

9 MANEPALLI SUNITHA 552500 0.37 99.55 552500 0.37 99.55

10 SURYA MANIKYAM MANEPALLI 535595 0.36 99.92 535595 0.36 99.92



13 SESHAVATHARAM MANEPALLI 153700 0.10 100.00 153700 0.10 100.00


15 TONTEPU SRILATHA 100000 0.07 100.00 100000 0.07 100.00

16 SRILATHA THONTEPU 70000 0.05 100.00 120000 0.08 100.00

17 K RATNA HARITHA 70000 0.05 100.00 120000 0.08 100.00

18 KOLLURI RATNA HARITHA 0 0.00 100.00 0 0.00 0.00

19 VENKATA RAJU THONTEPU 28134 0.02 100.00 28134 0.02 100.00

20 SM INFRASTRUCTURE INVESTMENT LTD 5221898 3.49 100.00 5221898 3.49 100.00

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Sl. No.

No. of Shares % of total shares of

the company

No of shares % of total

shares of the

company Reason for change

1 MAUKTIKA ENERGY PRIVATE LIMITED 19751397 13.20 19751397 13.20 There is no change

2 MANEPALLI INVESTMENTS PVT LIMITED 1500000 1.00 1500000 1.00 There is no change

Shareholding at the

begginning of the year

Shareholding at the

end of the year

Share holding at the beginning of

the Year

Cumulative Share holding during the year

3 MANNEPALLI INVESTMENTS PVT.LTD 1442900 0.96 1442900 0.96 There is no change

4 SURYAMANIKYAM MANEPALLI 1376100 0.92 1376100 0.92 There is no change

5 MANGATAYARU MANEPALLI 1256100 0.84 1256100 0.84 There is no change

6 MAUKTIKA ENERGY PRIVATE LIMITED 1100000 0.74 0 0.00 sold

7 M SESHAVATHARAM 964194 0.64 964194 0.64 There is no change

8 AASRIT ENERGY PRIVATE LIMITED 725000 0.48 725000 0.48 There is no change

9 MANEPALLI SUNITHA 552500 0.37 552500 0.37 There is no change

10 SURYA MANIKYAM MANEPALLI 535595 0.36 535595 0.36 There is no change


12 SESHAVATHARAM MANEPALLI 153700 0.10 153700 0.10 There is no change


14 TONTEPU SRILATHA 100000 0.07 100000 0.07 There is no change

15 SRILATHA THONTEPU 70000 0.05 120000 0.08 Bought

16 K RATNA HARITHA 70000 0.05 120000 0.08 Bought

17 VENKATA RAJU THONTEPU 28134 0.02 28134 0.02 There is no change

18 SM INFRASTRUCTURE INVESTMENT LTD 5221898 3.49 5221898 3.49 There is no change

(iv)

Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

Sl. No

1

For Each of the Top 10 Shareholders No.of shares % of total shares of

the company


shares of the

company Reason for change

SBI GLOBAL FACTORS LIMITED 861256 0.58 861256 0.58

Shareholding at the end of the year Cumulative Shareholding during the year

At the end of the year 861256 0.58

2

RAMA KRISHNA DEVARASETTY . 900000 0.60 900000 0.60


4

AMRITA WADHAWAN 1122000 0.75 1122000 0.75


5

JAINAM SHARE CONSULTANTS PVT. LTD 597779 0.40 597779 0.40


6

MANJULA BEN GORDHAN BHAI DUNGARANI 385966 0.26 385966 0.26


(v)

Shareholding of Directors & KMP

Sl. No

Reason for change

For Each of the Directors & KMP No.of shares % of total shares of

the company


shares of the

company

1 V S MURTHY 200 0.00 200 0.00 There is no change

2 P V SUBBA RAO 300 0.00 300 0.00 There is no change

3 B P VIJAYA RAO 1000 0 1000 0 There is no change

Shareholding at the beginning of

the year

Cumulative Shareholding during the

year

V INDEBTEDNESS

Amount in Rs.

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

Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

i) Principal Amount 277,803,130 370,579,169 648,382,299

ii) Interest due but not paid 15,314,747 123,152,922 138,467,669

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 293,117,877 493,732,091 786,849,968

29,073,075 - 29,073,075

52,876,464 - 52,876,464

(23,803,389) - (23,803,389)

224,926,666 370,579,169 595,505,835

ii) Interest due but not paid 44,387,822 123,152,922 167,540,744

iii) Interest accrued but not due - - - -

269,314,488 493,732,091 763,046,579

Total (i+ii+iii)

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager:

S.No Total Amount

Mr.K.Vijay kumar (Rs. In Lakhs)

Managing

Director

Executive

Director

12.48

2 Stock option

3 Sweat Equity

4 Commission

as % of profit

others (specify)

5 Others, please specify

Net Change

Indebtedness at the end of the financial

year

i) Principal Amount

Name of the MD/WTD/Manager

(a) Salary as per provisions

contained in section 17(1) of

the Income Tax. 1961.

Particulars of Remuneration

Reduction

Indebtness at the beginning of the

financial year

Change in Indebtedness during the

financial year

Additions

1 12.48

(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

Total (A) 12.48

Ceiling as per the Act 60 60

B. Remuneration to other directors:

Sl.No

1 Independent Directors Mr.P.V.Subba raoMr V SubramanyamMr B P Vijaya RaoMrs M MangatayaruDr R S Murthy

0.28 0.05 0.28 0.20 0.20

(b) Commission

(c ) Others, please specify

Total (1) 0.28 0.05 0.28 0.20 0.20

2 Other Non Executive Directors

(b) Commission

(c ) Others, please specify.

Total (2) -

Total (B)=(1+2) 0.28 0.05 0.28 0.20 0.20

Total Managerial Remuneration

Overall Cieling as per the Act.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No.

1 Gross Salary CEO Company

Secretary

CFO Total Amount (Rs.)

- 1,736,760 1,736,760

- - -

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - - -

as % of profit - - -

others, specify - - -

5 Others, please specify - - -

Total - 1,736,760 1,736,760

(a) Salary as per provisions

contained in section 17(1) of

the Income Tax Act, 1961.

(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

Key Managerial PersonnelParticulars of Remuneration

12.48

120

(a) Fee for attending board committee

meetings

(a) Fee for attending

board committee meetings

Particulars of Remuneration Name of the Directors

VII THERE ARE NO PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES BY RD/NCLT/COURT

ANNEXURE - 2

CORPORATE GOVERNANCE REPORT

1. Company’s Philosophy on Code of Governance

The Board of Directors of the company believes in and fully supports the principles of

Corporate Governance. While striving to achieve the financial targets, the company seeks to

follow the business principles and ethics and in all its dealings. The company has been

regularly implementing the best practices of corporate governance in order to attain total

transparency, accountability and integrity.

In accordance with the requirement of Stock Exchange Regulations and the provisions of the

Listing Agreement, the compliance report on the corporate governance is reproduced here

under: 2. Board of Directors:

In terms of the Company’s Corporate Governance Policy, all statutory and other significant

and material information are placed before the Board to enable it to discharge its

responsibility of strategic supervision of the Company as trustees of the Shareholders.

Composition:

The Board comprises of 2 Executive Directors and 2 Non-Executive Independent Directors

and one woman Director. The following is the Composition of the Board;

1. Mr. P.V. Subba Rao

(DIN: 00545224)

Non-Executive & Independent Director

2. Mr. B.P. Vijaya Rao

(DIN: 00313630)

Non-Executive & Independent Director

3.

Mr. K. Vijay Kumar

(DIN: 00267744)

Executive Director - (Technical)- (Non-Independent

Director)

4. Dr. S.M. Manepalli

(DIN: 00896147)

Managing Director

5. Mrs. M. Mangatayaru

(DIN: 00297032)

Non-Executive & Non-Independent Director

Disclosures regarding Directors seeking appointment / reappointment:

Mr. P V Subba Rao and Mr. B P Vijaya Rao will retire by rotation at the ensuing annual

general meeting and are eligible for reappointment as directors of the company. Board Meetings

During the year under review the Board met 4 (Four) times on the following dates i.e., on

28.05.2016, 11.08.2016, 14.11.2016, 13.02.2017,

The gap between the Board Meetings does not exceed four months.

Attendance of each Director at the Board Meetings from last AGM and Committee Meetings

and Chairmanships in other companies is as follows:

Name of the Director

& Category

Attendance particulars *Director-

ships in other

companies

#Committee

Positions

held in other

companies

Mr / Mrs Board Meetings Last AGM

P.V. Subba Rao 4 Yes Nil Nil

K. Vijay Kumar 4 Yes Nil Nil

Dr. S.M. Manepalli 4 Yes Nil Nil

M Mangatayaru 4 No Nil Nil

Mr B P Vijaya Rao 4 No Nil Nil

*Excludes Directorships held in foreign companies, private companies and alternate

Directorships.

#only Audit Committee and Stakeholders Relationship Committee are considered for its

purpose. 3. Audit Committee

The Audit Committee was formed by the Board of Directors. The terms of reference of this

committee cover the matters specified in the clause 49 of the Listing Agreement and as may

be referred to the committee by the Board of Directors of the company.

Statutory Auditors are invitees to the meeting. The Audit Committee met (4) four times

during the Financial Year 2016-17 i.e., 28th

May, 2016, 11th

August, 2016, 14th

November,

2016 and 13th February, 2017.

Composition, meetings and attendance particulars of the Audit Committee during the year

is as follows:

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

Held

No. of Meetings

attended

1. Mr. K. Vijay Kumar Member 4 4

2. Mr. P.V. Subba Rao Member 4 4

3. Mr. B P Vijaya Rao Member 4 4 4. Nomination and Remuneration Committee

a) Brief terms of reference

The Nomination and Remuneration Committee is responsible to determine on behalf of the

Board and on behalf of the Shareholders with agreed terms of reference, the Company’s

policy on specific remuneration packages for executive directors including pension rights

and any compensation payment.

b) Composition:

Nomination and Remuneration Committee consists of the following Directors viz. Mr. K.

Vijay Kumar and Mr. P.V. Subba Rao. & Mr B P Vijaya Rao.

Mr. B P Vijaya Rao is the Chairman of the Nomination and Remuneration Committee and he

is a Non-Executive and Independent Director.

c) During the year under review no meetings were held

d) Remuneration Policy on appointment of Directors and Senior Management Personnel.

i. Formulation of the criteria for determining qualifications, positive attributes and

independence of a director and recommend to the Board a policy, relating to the

remuneration of the directors, key managerial personnel and other employees;

ii. Formulation of criteria for evaluation of Independent Directors and the Board;

iii. Devising a policy on Board diversity;

iv. Identifying persons who are qualified to become directors and persons suitable to be

appointed in senior management in accordance with the criteria laid down, and recommend

to the Board their appointment and removal. The company shall disclose the remuneration

policy and the evaluation criteria in its Annual Report.

v. The level and composition of remuneration is reasonable and sufficient to attract, retain

and motivate directors of the quality required to run the Company successfully.

vi. Relationship of remuneration to performance is clear and meets appropriate

performance benchmarks; and

vii. Remuneration to directors, key managerial personnel and senior management involves a

balance reflecting short and long term performance objectives appropriate to the working

of the Company and its goals.

e) Performance Evaluation:

Pursuant to the provision of the Companies Act, 2013 and Clause 49 of the Listing

Agreement, the Board has carried out the annual performance evaluation of its own

performance, the Directors individually as well as evaluation of the working of its Board

Committees. A structured questionnaire was prepared after circulating the draft forms,

covering various aspects of the Board ‘s functioning such as adequacy of the composition of

the Board and its Committees, Board culture, execution and performance of specific duties,

obligations and governance.

f) Details of Remuneration paid to Directors for the year ended 31st March, 2017:

Name of the Director Board

Salary

Rs. Perquisites/

Commission

Total

Rs. Sitting Fee

Rs.

Audit

committee

Rs.

Dr.S.M.Manepalli - - - - -

Mr.K.Vijay Kumar - - 1,248,000 - 1,248,000

Mr.P.V.Subba Rao 20,000 8,000 - - 28,000

Mrs. M.Mangatayaru 20,000 - - - 20,000

Mr.B.P.Vijaya Rao 20,000 8,000 - - 28,000

Dr.R.S Murthy 20,000 - - - 20,000

Mr.V.Subramanyam 5,000 - - - 5,000

Total 85,000 16,000 1,248,000 - 1,349,000

5. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is empowered to perform all the functions of the

Board in relation to handling of Shareholders Grievances. It primarily focuses on:

• Review of investor complaints and their redressal;

• Review of the queries received from investors;

• Review of the work done by share transfer agent; and

• Review of corporate actions related work.

The Stakeholders Relationship Committee consists of three Directors viz. Mr. P. V. Subba

Rao, Chairman, Mr. K. Vijay Kumar and Mr B P Vijaya Rao as Members of the Committee.

During the year no Shareholder’s Grievance Committee meetings were held as there were

no complaints to be decided at committee’s level.

6. General Body Meetings:

a) Details of Annual General Meetings held for the last three years and details of special

resolutions passed in the previous three AGMs are as under:

Financial

Year ended

on 31st

March

Date and time of AGM Location Details of special

resolutions passed

2016 Wednesday, the 30th

September 2016 at

10.00 AM

Hotel Devi Grand, #11-5-152,

Bhavani Nagar, Moosapet ‘X’

Roads, Hyderabad – 500018.

5

2015 Wednesday, the 30th

September 2015 at

10.00 AM




1

2014 Tuesday, the 30th

September 2014 at

10.00 AM




2

b) Special resolutions passed at the last 3 Annual General Meetings

i) At the AGM held on 30.09.2014

a) Approval of Appointment and remuneration payable to Dr S M Manepalli, Managing

Director

b) Approval to borrow money in excess of the paid up capital and free reserves of the

Company, in the aggregate not exceeding Rs.2,500 Crore. ii) At the AGM held on 30.09.2015

a) Approval of remuneration payable to Cost Auditors.

iii) At the AGM held on 30.09.2016

a) Approval of Appointment and remuneration payable to Mr K Vijay Kumar, Executive

Director.

b) Approval of Appointment of Dr. R S Murthy

c) Approval of Appointment of Mr B P Vijaya Rao

d) Approval of Appointment of Mr V Subramanyam.

e) Approval of remuneration payable to Cost Auditors.

c) There was neither special resolution through postal ballot passed last year nor proposed

to be conducted this year.

7. Disclosures a) There were no materially significant related party transactions that may have potential

conflict with the interests of the company at large. The related party transactions, if any,

will be reported/ disclosed in notes to accounts in the Annual Report.

b) Disclosure of Accounting Treatment

Your Company has not adopted any alternative accounting treatment prescribed differently from the Accounting Standards.

c) CEO / CFO Certification

In terms of Clause 49(IX) of the Listing Agreement, the Certificate duly signed by

Managing Director and Chief Financial Officer of the Company was placed before the

Board of Directors along with the financial statements for the year ended March 31,

2017, at its meeting held on 14/09/2017.

d) There was no incidence of non-compliance during the last three years by the company on

any matter related to capital market. There were no penalties imposed nor strictures

passed on the company by Stock Exchange, SEBI or any statutory authority.

e) Whistle Blower policy and affirmation that no personnel has been denied access to the

audit committee.

The Company has in place a Whistle Blower policy for vigil mechanism for Directors and

employees to report to the management about unethical behavior, fraud, violation of

Company’s Code of Conduct. None of the Personnel has been denied access to the audit

committee.

The company has complied with all the mandatory requirements of Clause 49 of the Listing

Agreement. Regarding adoption non mandatory requirements there are separate posts of

Chairman and Managing Director.

8. Means of Communication a) Quarterly results.

Quarterly report is not being sent to each household of shareholders as shareholders are

intimated through the press and the Company’s Website www.suryachakra.in. b) Quarterly results are normally published in which newspapers

The Quarterly results are usually published in Business Standard and Praja Sakthi.

c) Any website, where displayed

www.suryachakra.in

d) & e) Whether it also displays official news releases and the presentations made to institutional investors or to the analysts.

The website shall be used for this purpose, when the occasion arises.

9. General Shareholders’ Information

(a) Annual General Meeting Date, and Time: Thursday, 30th November, 2017 at 10.00 A.M. Venue : Hotel Devi Grand, #11-5-152,

Bhavani Nagar, Moosapet ‘X’ Roads, Hyderabad – 500 018.

(b) Financial Year Calendar: 1st April to 31st March Following

(c) Book Closure dates : 23.11.2017 to 30.11.2017 (Both

days inclusive)

(d) Listing on Stock Exchange with Stock code

Name and Address of Stock Exchange Scrip Code / Trading Symbol

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

532874/SURYACHAKRA

ISIN Code for Demat: INE274101016

(e) Market Price Data:

Market Price Data: High, low during each month in the last financial year and performance in comparison to broad based index like BSE Sensex are given below:

Month

Stock Exchange, Mumbai

Share Price (Rs) BSE Sensex

High Low High Low

April, 2016 3 2.74 26100.54 24523.2

May, 2016 2.99 2.08 26837.2 25057.93

June, 2016 3.17 1.79 27105.41 25911.33

July, 2016 3.48 2.63 28240.2 27034.14

August, 2016 2.98 2.36 28532.25 27627.97

September, 2016 3.74 2.15 29077.28 27716.78

October, 2016 3.88 2.90 28477.65 27488.3

November, 2016 3.39 2.50 28029.8 25717.93

December, 2016 2.99 2.50 26803.76 25753.74

January, 2017 2.80 2 27980.39 26447.06

February, 2017 2.46 2.15 29065.31 27590.1

March, 2017 2.44 2 29824.62 28716.21

(f) Registrars and Transfer Agent : Karvy Computershare Pvt. Ltd. Unit:Suryachakra Power Corporation Limited

Seat No.52, 6th Floor, Karvy Selenium Tower – B, Plot No. 31 & 32, Financial Dist., Gachibowli, Nanakramguda, Seri Lingampally, Hyderabad – 500 032, Ph: 040-67161585

Contact Person: Mr. B.V .Kishore

(g) Share Transfer System : The Company has appointed

M/s Karvy Computershare Private Limited, as its Registrar and Share Transfer Agent, who are fully equipped to carry out share transfer activities and redress investor complaints.

(h) Distribution of Shares & Share Holding Pattern:

a) Distribution Schedule as on 31st March, 2017

S. No Category No. of

Cases

% of Cases Total Shares Amount in Rs. % of Amount

1 1-5000 27,087 60.563443 6,255,901 62,559,010 4.180831

2 5001- 10000 6,790 15.181666 6,018,040 60,180,400 4.021868

3 10001- 20000 3,869 8.650643 6,316,739 63,167,390 4.221489

4 20001- 30000 1,773 3.964226 4,680,513 46,805,130 3.127996

5 30001- 40000 744 1.663499 2,745,520 27,455,200 1.834836

6 40001- 50000 1,165 2.604807 5,678,385 56,783,850 3.794876

7 50001- 100000 1,638 3.662381 13,079,877 130,798,770 8.741307

8 100001& Above 1,659 3.709335 104,857,985 1,048,579,850 70.076797

Total: 44,725 100.00 149,632,960 1,496,329,600 100.

b) Shareholding Pattern as on 31st March, 2017.

Category of shareholder No. of shares held Percentage of holding

Promoters 10638702 7.11

Banks / Mutual Funds / FI/FIIs 0 0

Private Corporate Bodies 23519297 15.72

Indian Public 115474961 77.17

Total 149632960 100.00

(i) Dematerialization of Shares and Liquidity

The Company’s shares are available for dematerialization on both the Depositories Viz.

National Securities Depository Limited (NSDL) and Central Depository Services (India)

Limited (CDSL). The shares of the company are actively traded in the Bombay Stock

Exchange Limited (BSE).

There are no outstanding GDRs/ADRs/Warrants or any Convertible Instruments.

j) Plant Location : Bamboo flat, Near Fire Brigade, South Andaman, Port Blair – 744 107.

(k) Address for correspondence:

i) for transfer / dematerialisation of share, change of address of members and other queries relating to the shares of the Company:

Karvy Computershare Private Limited

Unit: Suryachakra Power Corp. Ltd, Seat No.52, 6th Floor, Karvy Selenium Tower - B,

Plot No. 31 & 32 Financial Dist., Gachibowli, Nanakramguda, Seri Lingampally, Hyderabad - 500 032. Ph: 040-67161585

ii) any queries relating to annual reports, etc.

The Company Secretary Suryachakra Power Corporation Ltd

Suryachakra House, Plot No.304-L-III, Road No.78, Jubilee Hills, Hyderabad – 500 096. Email: [email protected] The above report has been approved by the Board of Directors in their meeting held on 14/09/2017.

DECLARATION

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board

Members and the Senior Management personnel have affirmed compliance with the Code

of Conduct for the year ended 31st

March, 2017.

Sd/-

Dr. S.M. Manepalli

Place: Hyderabad Managing Director

Date: 14.09.2017

CERTIFICATE OF COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE UNDER

CLAUSE 49 OF THE LISTING AGREEMENT.

To

The Members

Suryachakra Power Corporation Limited

I have examined the compliance of conditions of Corporate Governance by Suryachakra

Power Corporation Limited, for the year ended on 31st March, 2017, as stipulated in Clause

49 of the Listing Agreement of the said Company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the

management. Our examination has been limited to a review of the procedures and

implementation thereof, adopted by the Company for ensuring compliance with the

conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit

nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to

us and the representations made by the Directors and Management, we certify that the

Company has compiled with the conditions of Corporate Governance as stipulated in the

above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the further viability of

the Company nor the efficiency or effectiveness with the management has conducted the

affairs of the Company.

For L.D. Reddy & Co.

Company Secretaries

Sd/-

L. Dhananjaya Reddy

Date: 14.09.2017 (Proprietor)

Place: Hyderabad C.P. No.3752

M.NO.13104

Annexure - 3

Secretarial Audit Report For the Financial Year Ended 31-03-2017

[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]

To,

The Board of Directors

M/s.Suryachakra Power Corporation Limited

Suryachakra House, Plot No:304-L-III,Road No:78, Jubilee Hills

Hyderabad-500096

We have conducted the Secretarial Audit on the compliance of applicable statutory provisions

and the adherence to good corporate practices by M/s. Suryachakra Power Corporation

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 our opinion thereon.

Based on our verification of 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, we

hereby report that in our opinion, the Company has during the audit period ended on 31-03-

2017, complied with the statutory provisions listed hereunder and subject to the reporting

made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed and other

records maintained by M/s Suryachakra Power Corporation Limited (“The Company”)

for the financial year ended on 31-03-2017 according to the provisions of:

i) The Companies Act, 2013 (the Act) and the Rules made there under;

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 thereunder;

iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made

thereunder 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, 1992;

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, 1993 regarding the Companies Act and dealing

with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares)

Regulations, 2008;

h. The Securities and Exchange Board of India (Buyback of Securities)

Regulations, 2008;

vi) The Following other laws are specifically applicable in the view of the management

i. The Factories Act, 1948

ii. The Payment of Wages Act, 1936

iii. The Minimum Wages Act, 1948

iv. Employees Provident Fund And Misc. Provisions Act, 1952

v. The Payment of Bonus Act, 1965

vi. Income Tax Act 1961 and Indirect Tax Law

vii. The Payment of Gratuity Act,1972

viii. The Insurance Act, 1938 [AS AMENDED BY INSURANCE (AMENDMENT) ACT,

2002]

2. We have also examined the compliance with the applicable clauses of the Listing

Agreement entered into by the Company with the BSE Limited.

3. We report that the Company has, in our opinion, complied with the provisions of the

Companies Act, 1956 and the Rules made under that Act and the provisions of

Companies Act, 2013 as notified by Ministry of Corporate Affairs and the Memorandum

and Articles of Association of the Company, with regard to:

� 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 the Board of Directors that took place during the period

under review were carried out in compliance with the provisions of the Act

� The 21st Annual General Meeting held on 30th September 2016;

� Payment of remuneration to Directors including the Managing Director and Whole-

time Directors,

� Transfer of certain amounts as required under the Act to the Investor Education and

Protection Fund and uploading of details of unpaid and unclaimed dividends on the

websites of the Company and the Ministry of Corporate Affairs;

� Format of Balance Sheet and statement of profit and loss is as per Schedule VI to the

Companies Act 1956

4. We further report that:

� The Company has complied with the requirements under the Equity Listing

Agreements entered into with BSE Limited;

� The Company has complied with the provisions of the Securities and Exchange Board

of India (Prohibition of Insider Trading) Regulations, 1992 including the provisions with regard to disclosures and maintenance of records required under the said

Regulations;

� The Company has complied with the provisions of the Securities Contracts (Regulation) Act, 1956 and the Rules made under that Act, with regard to

maintenance of minimum public shareholding.

� There was no prosecution initiated and no fines or penalties were imposed during the

year under review under the Companies Act, SEBI Act, SCRA, Depositories Act,

Listing Agreement and Rules, Regulations and Guidelines framed under these Acts

against / on the Company, its Directors and Officers.

5. We further report that the company has not complied with

Disclosure under Regulation 30(1) and 30(2) of The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011;

6. We further report :

� An Inquiry was initiated under section 7A of the EPF & MP ACT 1956 against the

company

� The company has defaulted in payment of Bank Dues, Therefore SBI Global Factors

Limited has filed a petition before Hon’ble High Court of Andhra Pradesh for

winding up of the company.

� The company is not regular in paying statutory dues like PF, Gratuity, TDS, Service

Tax and Sales Tax.

7. We further report that :

� As plant is located in Andaman and Nicobar Island, Physical Verification was not

done, therefore we are unable to report on the compliance of Labour laws at Factory

Site.

� Court cases are filed against the company, Directors and other guarantors for default

of payment of dues to bank and to other unsecured creditors

� Court Cases are filed by the company to recover debts and to safeguard its business

8. We further report that :

� The coal investment made in SGVL could not be recovered so far from Indonesia.

Out of USD of 190.00 lakhs, the management could recover only USD of 25.91

lakhs and the balance is yet to be recovered

9. We further Report that during the audit Period the Company has

-No Public /Right/Preferential Issue of Shares/Debentures/Sweat Equity etc.,

-No Redemption/Buy-back of Securities

-No Merger/Amalgamation/Reconstruction, etc.,

-No Foreign Technical Collaborations

Date : 14.09.2017 For L.D.Reddy & C o.,

Place : Hyderabad Company Secretaries

L. Dhanamjay Reddy (Proprietor)

CP. No.3752

M.NO.13104

Annexure – 4

Statement of Conservation of Energy, Technology Absorption & Foreign Exchange Earnings

and Outgo under Section 134 of the Companies Act, 2013 read with Companies (Accounts)

Rules, 2014:

A) CONSERVATION OF ENERGY:

(a) Energy conservation measures taken.

Your Company continues to implement various programs taken up in the previous years

such as (1) power factor improvement (2) recycling of effluent water, etc.

(b) To revive renewable business, successful trial runs were conducted with the energy

plantation as backward integration for the renewable energy i.e., cultivation of Napier grass

and other species.

(c) Additional investments and proposals, if any, being implemented for reduction of

consumption of energy: NIL

B) TECHNOLOGY ABSORPTION:

Your Company uses state of art technology for improving the productivity and quality of

services. To create adequate infrastructure, the Company continues to invest in the latest

technology and innovations.

The efforts helped the company to remain in business on a competitive basis, with

continued improvement.

The technologies have been fully absorbed and the Company’s production rate has

exceeded the design criteria of the plant. The quality and yields are comparable to the

World Leaders in the Industry. The Indian Technicians are fully trained in all operations.

C) FOREIGN EXCHANGE EARNED AND OUTGO / USED:

Foreign exchange outgo for the year 2016-17 (for the year ended 31.03.2017) was NIL as

against the previous year 2015-16 (for 12 months period ended) outgo of NIL.

Annexure - 5

MANAGEMENT DISCUSSION AND ANALYSIS

A. Industry structure and developments

India has different models for sale and purchase of bulk power - integrated utility [State

Electricity Board (SEB)], single buyer (MoU based/regulated generation), competitive

bidding, captive power generation and sale to captive users. At the consumer end, India has

models such as monopoly where the incumbent state distribution company is the sole

provider of electricity, franchisee model, retail competition, etc. Migration to a more

mature market structure is expected to occur gradually. With the proposed amendment to

the Electricity Act, 2003 (EA, 2003) on the anvil, the market structure may alter significantly

in the long-term.

B. Opportunities and Threats

The growth in domestic market has in the last few years been constrained given the

uncertainties around fuel supply, financial condition of discoms, challenges of land

acquisition, water linkages and various statutory clearances. As the power sector is seen as a

key driver supporting the growth of the nation at large, the new Government at the Centre

has been pursuing reforms which is expected to ease some of the known constraints.

C. Segment wise or product wise performance

The requisite information is already furnished in the financial review under Directors Report.

Hence the review of company’s business is not reproduced once again here.

D. Outlook

Outlook for the Company appears to be promising.

E. Risks and concerns

The Company is exposed to certain financial risks, principally interest rate risk, liquidity risk

and credit risk, risks associated with the economy, regulations, competition etc. These risks

are managed through risk management policies that are designed to minimize the potential

adverse effects of these risks on financial performance of the Company. The Risk

Management framework of the Company ensures, that the compliance with the

requirements of SEBI LODR regulations. The framework establishes risk management across

all service areas and functions of the Company, and has in place, the procedures to inform

the Board Members about the risk assessment and minimization process. These processes

are periodically reviewed to ensure that the management of the Company controls risks

through a defined framework.

F. Internal control systems and their adequacy:

The Company has adequate Internal Controls systems commensurate with the size and

nature of business of the company. The Internal Controls system is constantly assessed and

strengthened with tighter control procedures. The Internal Controls systems ensure

effectively of operations compliance with internal policies and applicable laws and

regulations, protection of resources and assets, and accurate reporting of financial

transactions.

G. Discussion on financial performance with respect to operational performance.

The requisite information is already furnished in the financial review under Directors Report.

Hence the review of company’s business is not reproduced once again here.

H. Material developments in Human Resources / Industrial Relations front, including

number of people employed.

The company currently has adequate man power and personal to conduct the business

without any complication or hindrances. The company recognizes the importance and

contribution of the employees. Human resource is viewed to be as one of the most

important factor in the growth process with a view to cross further frontiers in business

performance, the Company strives to organize training modules for understanding and

improving the core skills of the employees. The overall human and industrial relations have

remained peaceful and composed during the year. The Company is currently working on

providing much better and comfortable working environment and training regimes to the

employed personnel.

The total number of people employed in the Company as on 31st March, 2017 is 25.

CAUTIONARY STATEMENT

Readers are advised to kindly note that the above discussion contains statements about

risks, concerns, opportunities, etc., which are valid only at the time of making the

statements. A variety of factors known/unknown expected or otherwise may influence the

financial results. These statements are not expected to be updated or revised to take care of

any changes in the underlying presumptions.

Readers may therefore appreciate the context in which these statements are made before

making use of the same.

Annexure – 6

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

Part “A” : Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

S.No. Particulars Details Details

1. Name of the Subsidiary Suryachakra Energy

(Chattisgarh) Pvt. Ltd.

Suryachakra Global

Ventures Ltd., Hong

Kong

2. Reporting period of the

subsidiary concerned, if different

from the holding company’s

reporting period

31.03.2017 31.12.2016

3. Reporting currency and Exchange

rate as on the last date of the

relevant Financial year in the

case of foreign subsidiaries

INR USD

4. Share Capital 20,000,000 7

5. Reserves & Surplus 336,600,320 (20,35,012)

6. Total Assets 373,018,766 92,70,27,744

7. Total Liabilities 3,73,018,766 92,70,27,744

8. Investments - -

9. Turnover - -

10. Profit before taxation (25,060) -

11. Provision for taxation - -

12. Profit after taxation (25,060) -

13. Proposed Dividend - -

14. % of shareholding 100 100

M.BHASKARA RAO & CO. 5-D, FIFTH FLOOR,”KAUTILYA”,CHARTERED ACCOUNTANTS 6-3-652, SOMAJIGUDA,PHONE: 23311245, 23393900 HYDERABAD-500 082, INDIA.

FAX: 040-23399248 e-mail : [email protected]

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF SURYACHAKRA POWER CORPORATION LIMITED,

Report on Standalone Financial Statements

We have audited the accompanying Standalone financial statements of Suryachakra Power CorporationLimited (“the Company”), which comprises the Standalone Balance Sheet as at March 31, 2017, theStatement of Standalone Profit and Loss and Standalone Cash Flow Statement for the year then ended,and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 ("the Act") with respect to the preparation of these financial statements thatgive a true and fair view of the financial position, financial performance and cash flows of the Companyin accordance with the accounting principles generally accepted in India, including the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records, relevant to the preparation and presentationof the financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act and theRules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)of the Act. Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor's judgment,including the assessment of the risks of material misstatement of the financial statements, whether dueto fraud or error. In making those risk assessments, the auditor considers internal financial controlsrelevant to the Company's preparation of the financial statements that give a true and fair view in order

to design audit procedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of the accounting policies used and the reasonableness of the accounting estimatesmade by the Company's Directors, as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour qualified audit opinion on the financial statements.

Basis for Qualified Opinion

Attention is invited to:

a) Note - 32 to the financial statements regarding recognition of rejections / withheld amount byAndaman and Nicobar Administration (A&NA) - We are unable to comment on the extent of ultimaterecoverability of Rs.1,80,68,236/- (Previous year: Rs. 6,00,93,376) withheld by A & NA during theyear ended March 31, 2017 and total receivables as at March 31, 2017 - Rs. 16,06,69,297/-(as atMarch 31, 2016 - Rs. 14,26,01,061) which are subject to confirmation by the A&NA. Further, thecompany, in earlier years, has also recognized interest aggregating to Rs. 12,75,74,329 on suchrejections / withheld amount which is also subject to confirmation by the A&NA.

b) Note - 35 to the financial statements regarding capital advances Rs. 8,52,65,723/- (Previous year: Rs.8,84,28,238 /-) considered good and fully recoverable for the reasons stated therein. We are unableto comment on the extent of ultimate recoverability.

c) Note - 36 to the financial statements regarding non-provision of interest on loans from lenders dueto legal cases filed by them for recovery of their dues. We are unable to comment on the extent ofinterest expense and loss for the year ended March 31, 2017 and the cumulative liability andcumulative reserves and surplus up to March 31, 2017.

d) Note - 37 to the financial statements regarding the non-availability of confirmation of balances forsecured and unsecured loans / borrowings availed by the Company, trade payables, creditors forcapital goods and loans and advances granted by the Company. In the absence of confirmation ofbalances, we are unable to comment on the impact of adverse variances, if any, as at March 31,2017.

The consequential impact of the above matters on the loss for the year and the retained earnings as atMarch 31, 2017 is indeterminable.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, exceptfor the possible effects of the matters described in the Basis for Qualified Opinion paragraph above, theaforesaid Standalone financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generally accepted inIndia, of the state of affairs of the Company as at March 31, 2017 and its loss and its cash flows for theyear ended on that date.

Emphasis of Matter

Without qualifying our opinion, we draw attention to:

i) Note 33 and 34 to the financial statements regarding provisioning for investments and advancesgiven to subsidiaries and related parties and

ii) Note 38 of the financial statements regarding winding up petition u/s 433 (1) (e) of the CompaniesAct, 1956 before the Honourable High Court of Andhra Pradesh.

Our opinion is not modified in the regard.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in the‘Annexure A’, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit;

b. Except for the effects of the matters described in the Basis for Qualified Opinion paragraphabove, in our opinion, proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt bythis Report are in agreement with the books of account;

d. Except for the possible effects of the matters described in the Basis for Qualified Opinionparagraph above, in our opinion, the aforesaid standalone financial statements comply withthe Accounting Standards specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014;

e. The matters described in the Basis for Qualified Opinion paragraph above, and mattersdescribed in the Emphasis of Matters paragraph above in our opinion, may have an adverseeffect on the functioning of the Company.

f. On the basis of written representations received from the directors as on March 31, 2017,and taken on record by the Board of Directors, none of the directors is disqualified as onMarch 31, 2017, from being appointed as a director in terms of Section 164 (2) of the Act.

g. With respect to the adequacy of the internal financial controls over financial reporting ofthe Company and the operating effectiveness of such controls, refer to our separate reportin ‘Annexure B’; and

h. With respect to the other matters to be included in the Auditor’s Report in accordance withRule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the bestof our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position inits financial statements - Refer Note 32 and 35to 38 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to theInvestor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in financial statements as to theholdings as well as dealings in Specified Bank Notes during the period from 08th

November 2016 to 30th December 2016 and these are in accordance with the books ofaccount maintained by the Company. Refer Note 31 to the financial statements

M Bhaskara Rao & CoChartered Accountants

Firm Registration Number: 000459S

V K MuralidharPartner

Membership Number: 201570Hyderabad, May 29, 2017

Annexure A to the Independent Auditors’ Report(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of ourreport of even date to the members of Suryachakra Power Corporation Limited)

(i) In respect of its Fixed Assets:

(a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of its fixed assets.

(b) According to the information and explanations given to us, the fixed assets have beenphysically verified during the year by the Management in accordance with a programmeof verification, which, in our opinion, provides for physical verification of all the fixedassets at reasonable intervals having regard to the size of the Company and the nature oftheir assets, the discrepancies noticed on such verification were not material and havebeen properly dealt with in the books of account.

(ii) In respect of its inventories:

a) The inventories consisting of raw materials, stores, spares and consumables have beenphysically verified during the year by the management. In our opinion, the frequency ofverification is reasonable.

b) In our opinion and according to the information and explanations given to us, theprocedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the company and the nature of itsbusiness.

c) In our opinion and according to the information and explanation given to us, and on thebasis of our examinations of the inventory records, the Company is maintaining properrecords. The discrepancies noticed on physical verification of inventory as compared tobook records were not material to the operations of the Company and the same havebeen properly dealt with in the books of account

(iii) According to the information and explanations given to us, the Company has granted secured andunsecured loans secured or unsecured loans and advances to companies covered in the registermaintained under section 189 of the Act.

a) According to the information and explanations given to us, the terms of the arrangementdo not stipulate any repayment schedule for principal and interest.

b) Hence, there is no overdue amount in respect of the above loans.

(iv) In our opinion and according to the information and explanations given to us, the Company hascomplied with the provisions of section 185 and 186 of the Act, with respect to the loans andinvestments made.

(v) According to the information and explanations given to us, the Company has not accepted anydeposits from the public. Accordingly paragraph 3(v) of the Order is not applicable to theCompany.

(vi) We have broadly reviewed the books of account relating to materials, labour and other items ofcost maintained by the Company pursuant to the rules made by the Central Government for themaintenance of cost records prescribed under Section 148(1) of the Act and we are of the opinionthat, prima facie, the prescribed accounts and records have been made and maintained. However,we are not required to and have not carried out a detailed audit of the same.

(vii) According to the information and explanations given to us and according to the books and recordsas produced and examined by us in accordance with the generally accepted auditing practices inIndia, in respect of statutory dues:

(a) The Company is not regular in depositing undisputed statutory dues including Provident Fund,Income Tax, Sales Tax, Service tax and material statutory dues applicable to it with theappropriate authorities. According to the information and explanations given to us, theprovisions of employee’s state insurance, wealth tax custom duty, excise duty and cess are notapplicable to the Company at present. The following undisputed amounts were in arrears as atMarch 31, 2017 for a period of more than six months from the date they became payable.

Particulars Amount (in Rs.)Tax Deduction at Source 69,19,263Service Tax 11,85,339Provident Fund 3,40,115VAT 5,39,050

(b) According to the information and explanation given to us, there are no dues of Income Tax,Sales Tax, Service Tax, Customs Duty, Excise Duty or Value Added Tax which have not beendeposited on account of any dispute.

(viii) In our opinion and according to the information and explanations given to us, the Company hasdefaulted in repayment of dues to banks. The period and the amount of default have been set outin Note 5.3 and Note 7.2 to the Financial Statements.

(ix) The Company did not raise any money by way of initial public offer or further public offer(including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of theOrder is not applicable.

(x) During the course of our examination of the books and other records of the Company carried outin accordance with the generally accepted auditing practices in India and according to theinformation and explanations given to us, no material fraud by the Company or on the Companyby its officers or employees has been noticed or reported during the year, nor have we beeninformed of such case by the management.

(xi) According to the information and explanations give to us and based on our examination of therecords of the Company, managerial remuneration has been paid / provided during the year in

accordance with the requisite approvals mandated by the provisions of Section 197 read withSchedule V to the Companies Act 2013.

(xii) According to the information and explanations given to us and based on our examination of therecords, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is notapplicable.

(xiii) According to the information and explanations given to us and based on our examination of therecords of the Company, transactions with the related parties are in compliance with sections 177and 188 of the Act where applicable and details of such transactions have been disclosed in thefinancial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of therecords of the Company, the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year. Accordingly,paragraphs 3(xiv) of the Order are not applicable.

(xv) According to the information and explanations given to us and based on our examination of therecords of the Company, the Company has not entered into non-cash transactions with directorsor persons connected with him during the year.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act1934.

For M. Bhaskara Rao & Co.,Chartered Accountants

Firm Registration No. 000459S


Hyderabad, May 29, 2017 Membership No.201570

Annexure B to the Independent Auditors’ reportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Suryachakra PowerCorporation Limited (“the Company”) as of March 31, 2017 in conjunction with our audit of the financialstatements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controlsbased on the internal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). Theseresponsibilities include the design, implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the orderly and efficient conduct of its business,including adherence to company’s policies, the safeguarding of its assets, the prevention and detectionof frauds and errors, the accuracy and completeness of the accounting records, and the timelypreparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financialreporting based on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards onAuditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit ofInternal Financial Controls and, both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding of internal financialcontrols over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error.

Because of the matter described in Disclaimer of Opinion paragraph below, we were not able to obtainsufficient appropriate audit evidence to provide a basis for an audit opinion on internal financial controlssystem over financial reporting of the Company.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. Acompany's internal financial control over financial reporting includes those policies and procedures that(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use,or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due toerror or fraud may occur and not be detected. Also, projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject to the risk that the internalfinancial control over financial reporting may become inadequate because of changes in conditions, orthat the degree of compliance with the policies or procedures may deteriorate.

Disclaimer of Opinion

According to the information and explanations given to us, the company has not documented its systemof internal financial control over financial reporting on the criteria based on the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the ICAI. Therefore we are unable to obtain sufficient appropriate audit evidence toexpress an opinion on the adequacy and operating effectiveness of internal financial controls overfinancial reporting.

We have considered the disclaimer stated above in determining the nature, timing, and extent of audittests applied in our audit of the financial statements of the Company, and the disclaimer does not affectour opinion on the financial statements of the Company

for M. Bhaskara Rao & Co.,Chartered Accountants

Firm Registration No. 000459S


Membership No.201570Hyderabad, May 29, 2017

Note No. As At

March 31, 2017 As At

March 31, 2016I. EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share capital 3 1,496,329,600 1,496,329,600(b) Reserves and surplus 4 (1,615,561,230) (436,135,527)

2 Non-current liabilities(a) Long-term borrowings 5 - 35,400,000(b) Long-term provisions 6 2,097,055 2,073,401

3 Current liabilities(a) Short-term borrowings 7 394,613,774 398,288,597(b) Trade payables 8 97,073,800 100,262,189(c) Other current liabilities 9 311,275,879 269,416,382

TOTAL 685,828,878 1,865,634,641II. ASSETS

1 Non-current assets(a) Fixed assets

Tangible assets 10 48,908,138 69,280,520(b) Non current investment 11 159,406 357,159,406(c) Long-term loans and advances 12 89,723,653 874,846,182(d) Other non-current assets 13 127,574,329 127,574,329

2 Current assets(a) Inventories 14 57,434,983 59,508,820(b) Trade receivables 15 205,922,761 222,839,687(c) Cash and cash equivalents 16 148,058,330 148,180,302(d) Short-term loans and advances 17 8,047,279 6,245,393

TOTAL 685,828,878 1,865,634,641Significant accounting policies (1-2)

See accompanying notes forming part of the financial statements

As per our report of even date attached For Suryachakra Power Corporation Ltd

For M Bhaskara Rao & Co.Chartered Accountants

Dr. S M Manepalli K Vijay KumarManaging Director Director


Hyderabad, May 29, 2017

SURYACHAKRA POWER CORPORATION LIMITED

Balance Sheet as at March' 31, 2017

(All amounts in Indian rupees, except share data and where otherwise stated)

Particulars

NoteNo.

Year endedMar 31, 2017

Year endedMar 31, 2016

1 Revenue from operations 18 984,500,709 1,069,663,88823 Total Revenue (1+ 2) 984,500,709 1,069,663,888

4 Expenses:Cost of materials consumed 19 941,232,081 968,511,706Operation and maintenance expense 20 26,299,000 20,630,444Employee benefits expense 21 11,951,239 16,012,665Finance costs 22 112,225 25,310,837Depreciation and amortization expense 10 20,372,379 31,942,793Other expenses 23 24,472,533 19,353,669Total expenses 1,024,439,457 1,081,762,114

5 Profit/(Loss) before exceptional items and tax (3-4) (39,938,748) (12,098,226)Less : Exceptional items 24 1,139,486,956 86,200,282

Profit/ (Loss) before tax (1,179,425,704) (98,298,508)

6 Tax expense:(1) Current tax(2) Deferred tax(3) Mat Credit availed in earlier years written off

7 Profit / (Loss) for the year (5-6) (1,179,425,704) (98,298,508)

8 Earnings per equity share of Rs.10/- eachBefore exceptional items (0.27) (0.08)Basic and DilutedAfter exceptional itemsBasic and Diluted (7.88) (0.66)

Corporate Information and Significant accountingpolicies

1 & 2See accompanaying notes forming part of the financial statements

As per our report of even date attached

For M Bhaskara Rao & Co.Chartered Accountants Dr. S M Manepalli K Vijay Kumar

Managing Director Director



For Suryachakra Power Corporation Ltd

SURYACHAKRA POWER CORPORATION LIMITED Statement of Profit and Loss for the year ended March' 31, 2017


Particulars

For the yearended

31st March 2017

For the year ended31st March 2016

Cash flows from operating activitiesNet profit before tax (1,179,425,704) (12,098,226)Adjustments:

Finance charges 112,225 25,310,837Depreciation 20,372,379 31,942,793Provision for Dinumintion in value of Investment 357,000,000 -Provision for Doubtful Loans & Advances 782,486,956 -

Operating profit before working capital changes (19,454,144) 45,155,404(Increase)/Decrease in inventory 2,073,838 (439,669)(Increase)/Decrease in sundry debtors 16,916,926 99,767,940(Increase)/Decrease in loans and advances 833,698 16,039,504Increase/(Decrease) in current liabilities and provisions 3,294,762 64,597,726

Cash generated from operations 3,665,079 225,120,905Income taxes paid/ (refund) - -

Net cash generated from operating activities 3,665,079 225,120,904

Cash flows from investing activities:Interest received - -Sale of investment - 627,079Purchase of fixed assets - -

Net cash generated from / (used in) investing activities - 627,079

Cash flows from financing activities:Proceeds/(Repayment) of borrowings, net (3,674,823) (52,408,901)Interest paid (112,225) (25,310,837)

Net cash generated from / (used in) financing activities (3,787,048) (77,719,738)Net increase in cash and cash equivalents (121,969) 148,028,245Cash and cash equivalents at beginning of the year 148,180,302 152,057Cash and cash equivalents at end of the year 148,058,330 148,180,302

See accompanaying notes forming part of the financial statements

As per our report of even date attached for Suryachakra Power Corporation Limited

for M. Bhaskara Rao & Co.,


V. K. Muralidhar

Partner


Suryachakra Power Corporation Limited Cash flow statement for the year ended 31st March 2017


Particulars

K.Vijay kumar

Director

Dr.S.M.Manepalli

Managing Director

SURYACHAKRA POWER CORPORATION LIMITEDNotes to the financial statements for the year ended March 31, 2017

Note 1: Corporate Information

Suryachakra Power Corporation Limited (“the Company”) was incorporated on 28 February 1995, as aPublic Limited Company. The Company was converted into a Private Limited Company with effect from9 August 2000. Pursuant to this, the name of the Company was changed to “Suryachakra PowerCorporation Private Limited”. The Company was re-converted into a public limited company with effectfrom 8 September 2005. Pursuant to this, the name of the Company was changed to Suryachakra PowerCorporation Limited.

The Company is engaged in the generation and sale of electricity. The commercial operation started witheffect from 1 April 2003. The Company is listed in Bombay Stock Exchange since 23 July 2007. TheCompany is also engaged in business of trading of coal from the year 31 March 2009.

Note 2: Significant accounting policies

1. Basis of preparation of financial statements

The financial statements have been prepared and presented under the historical cost convention on theaccrual basis of accounting in accordance with the Generally Accepted Accounting Principles(GAAP) in India. GAAP comprises accounting standards notified by the Central Government of Indiaunder Section 211 (3C) of the Companies Act, 1956, other pronouncements of Institute of CharteredAccountants of India (ICAI) and the provisions of Companies Act, 1956. The financial statements arepresented in Indian rupees.

2. Use of estimates

The preparation of financial statements in conformity with Indian GAAP requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities and thedisclosure of contingent liabilities on the date of the financial statements. Actual results could differfrom those estimates. Any revision to accounting estimates is recognised prospectively in current andfuture periods.

3. Revenue recognition

a) The Company’s revenue from sale of electricity is based on the Power Purchase Agreement (PPA)entered into with Andaman and Nicobar (A & N) Administration. The PPA is for a period of 15years and contains a set of pre-defined formulae for calculation of revenue to be billed on amonthly basis. Such billings as per the terms of the PPA include a fixed charge payment, avariable charge payment, incentive payment, foreign exchange adjustment and charge in lawadjustment. The revenue from sale of power is recognised on the basis of billing to A&NAdministration as per the terms and conditions contained in the PPA.

b) Revenue from trading of goods, where the Company acts as an agent are recognised when therelated services are performed.

c) Income from interest on deposits is recognised on the time proportionate method using theunderlying interest rates.


4. Fixed assets and depreciation:

Fixed assets

Fixed assets are carried at the cost of acquisition or construction less accumulated depreciation. Thecost of fixed assets includes taxes, duties, freight and other incidental expenses related to theacquisition and installation of the respective assets. Borrowing costs directly attributable toacquisition or construction of those fixed assets which necessarily take a substantial period of time toget ready for their intended use are capitalized. The cost of fixed assets also includes exchangedifferences arising in respect of foreign currency loans taken or other liabilities incurred before1 April 2004 for the purpose of their acquisition and constitution.

Advances paid towards the acquisition of fixed assets outstanding at each balance sheet date and thecost of fixed assets not ready for their intended use before such date are disclosed under Capital work-in-progress.

Depreciation

Depreciation on fixed assets used in generation of electricity is provided using the straight-linemethod at the rates prescribed by Central Government vide Notification Nos. S.O. 265 (E) and 266(E) dated 27 March 1994 and 29 March 1994, respectively, issued under the Electricity Supply Act,1948. Depreciation is calculated on a pro-rata basis from the date of installation till the date the assetsare sold or disposed. Individual assets costing less than Rs. 5,000 are depreciated in full in the year ofacquisition.

5. Investments:

Long term investments are carried at cost less any other-than temporary diminution in value,determined separately for each individual investment.

6. Inventories

Inventories are valued at the lower of cost and net realisable value. Cost of inventories comprises costof purchase and other costs incurred in bringing the inventories to their present location andcondition.

The methods of determining cost of various categories of inventories are as follows:

Raw materials First-in-first-out (FIFO)

Stores, spare parts and consumables First-in-first-out (FIFO)

7. Earnings per share

The basic earnings per share (“EPS”) is computed by dividing the net profit after tax attributable toequity shareholders, for the year by the weighted average number of equity shares outstanding duringthe year.

For the purpose of calculating diluted earnings per share, the net profit for the period attributable toequity shareholders and the weighted average number of shares outstanding during the period are


adjusted for the effects of all dilutive potential equity shares. The dilutive potential equity shares aredeemed to be converted as of the beginning of the year, unless they have been issued at a later date.

8. Employee benefitsContribution payable to an approved gratuity fund (a defined benefit plan), determined by anindependent actuary at the balance sheet date are charged to profit and loss account. Provision forcompensated absences is made on the basis of actuarial valuation as at the balance sheet date, carriedout by an independent actuary. All actuarial gain and losses arising during the year are recognised inthe profit and loss account of the year.

Contributions payable to the recognised provident fund, which is a defined contribution scheme, arecharged to the profit and loss account.

9. Foreign exchange transactions

Foreign currency transactions are recorded using the exchange rates prevailing on the dates of therespective transactions. Exchange difference arising on foreign currency transactions settled duringthe year are recognised in the Profit and Loss Account except that exchange differences arising inrespect of any loan taken or other liabilities incurred before 1 April 2004 for the purpose ofacquisition or construction of fixed assets are adjusted to the carrying amount of fixed assets.

Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date aretranslated at the closing exchange rate on that date. Non monetary assets are recorded at the ratesprevailing on the date of transaction.

10. Provisions and contingent liabilities

The Company recognises a provision when there is a present obligation as a result of an obligatingevent that probably requires an outflow of resources and a reliable estimate can be made of theamount of the obligation. A disclosure for a contingent liability is made when there is a possibleobligation or a present obligation that may, but probably will not, require an outflow of resources.Where there is a possible obligation or a present obligation that the likelihood of outflow of resourcesis remote, no provision or disclosure is made.

Provisions for onerous contracts, i.e. contracts where the expected unavoidable costs of meeting theobligations under the contract exceed the economic benefits expected to be received under it, arerecognised when it is probable that an outflow of resources embodying economic benefits will berequired to settle a present obligation as a result of an obligating event, based on a reliable estimate ofsuch obligation.

11. Impairment of assets

The Company assesses at each balance sheet date whether there is any indication that any assetsforming part of its cash generating units may be impaired. If any such indication exists, the Companyestimates the recoverable amount of the asset. If such recoverable amount of the asset or therecoverable amount of the cash generating unit to which the asset belongs to is less than its carryingamount, the carrying amount is reduced to its recoverable amount. The reduction is treated as animpairment loss and is recognised in the profit and loss account. If at the balance sheet date, there isan indication that a previously assessed impairment loss no longer exists, the recoverable amount isreassessed and the asset is reflected at the reassessed recoverable amount subject to a maximum ofdepreciated historical cost.


12. Leases

Leases under which the Company assumes substantially all the risks and rewards of ownership areclassified as finance leases. Such assets are capitalized at fair value of the asset taken on lease orpresent value of the minimum lease payments at the inception of the lease, whichever is lower. Leasesthat do not transfer substantially the risks and rewards of ownership are classified as operating leasesand recorded as expenses in the statement of profit and loss account on a straight line basis over thelease term.

13. Income tax

Income tax expense comprises current tax and deferred tax.

Current tax

The current charge for income taxes is calculated in accordance with the provisions of the IncomeTax Act, 1961.

Deferred tax

Deferred tax charge or benefit reflects the tax effects of timing differences between accountingincome and taxable income. The deferred tax charge or credit and the corresponding deferred taxliabilities or assets are recognised using the tax rates that have been enacted or substantially enactedby the balance sheet date. Deferred tax assets are recognised only to the extent there is reasonablecertainty that the assets can be realised in future; however, where there is unabsorbed depreciation orcarry forward of losses, deferred tax assets are recognised only if there is a virtual certainty ofrealisation of such assets. Deferred tax consequences of timing differences which originates duringthe year and reverse after the tax holiday period are recognised in the year in which the timingdifferences originates. Deferred tax assets are reviewed at each balance sheet date and written-downor written-up to reflect the amount that is reasonably / virtually certain to be realised.

The break-up of the deferred tax assets and liabilities as at the balance sheet date has been arrived atafter setting-off deferred tax assets and liabilities where the Company has a legally enforceable rightand an intention to set-off assets against liabilities and where such assets and liabilities relate to taxeson income levied by the same governing taxation laws.

Minimum Alternate Tax (MAT) credit entitlement represents amounts paid in a year under Section115 JAA of the Income Tax Act 1961 (‘IT Act’), in excess of the tax payable, computed on the basisof normal provisions of the IT Act. Such excess amount can be carried forward for set off againstfuture tax payments for ten succeeding years in accordance with the relevant provisions of the IT Act.Since such credit represents a resource controlled by the Company as a result of past events and thereis evidence as at the reporting date that the Company will pay normal income tax during the specifiedperiod, when such credit would be adjusted, the same has been disclosed as “MAT Creditentitlement”, under “Loans and Advances” in balance sheet with a corresponding credit to the profitand loss account, as a separate line item. Such assets are reviewed as at each balance sheet date andwritten down to reflect the amount that will not be available as a credit to be set off in future, basedon the applicable taxation law then in force.

Note: 3Share Capital

Authorised Number Amount Number Amount

Equity Shares of Rs.10/- each 150,000,000 1,500,000,000 150,000,000 1,500,000,000

Issued, Subscribed and Fully Paid up

Equity Shares of Rs.10/- each 149,632,960 1,496,329,600 149,632,960 1,496,329,600

Total 149,632,960 1,496,329,600 149,632,960 1,496,329,600

3.1 Reconcilation of the shares outstanding at the beginning and at the end of the reporting period

Equity Shares of Rs. 10/- eachNumber Amount Number Amount

At the beginning of the year 149,632,960 1,496,329,600 149,632,960 1,496,329,600Add: Issued during the year

Outstanding at the end of the year 149,632,960 1,496,329,600 149,632,960 1,496,329,600

3.2 Rights, preferences and restrictions attached to equity shares

3.3 Details of shareholders holding more than 5% shares in the Company

Number % Holding Number % HoldingMauktika Energy Private Limited 21,166,397 14.15% 21,166,397 14.15%

Note: 4 As at As atReserves and Surplus 31 March 2017 31 March 2016

Securities Premium AccountOpening balance 727,199,288 727,199,288Add: on shares issued during the yearClosing balance 727,199,288 727,199,288Surplus/(deficit) in the statement of profit and LossOpening balance (1,163,334,814) (1,065,036,307)Add: Profit / (Loss) for the Period/year (1,179,425,704) (98,298,508)Closing balance (2,342,760,518) (1,163,334,815)

Total of Reserves and Surplus (1,615,561,230) (436,135,527)

Note: 5Long Term Borrowings

Non-Current Current Non-Current Current

From Bank

- 162,051,539 35,400,000 126,651,539

From others

28,886,304 28,886,304

Total - 190,937,843 35,400,000 155,537,843

190,937,843 155,537,843

Total - - 35,400,000 -5.1 Nature of Security for term loansA. Working Capital Term loans from State Bank of India (SBI) is secured by:

(i)

As at31 March 2017

As at March 31, 2017 As at March 31, 2016

31 March 2016

31 March 2017 31 March 2016

SREI Equipment Finance Private Limited - Rupee Term Loan

As at

31 March 201631 March 2017

SURYACHAKRA POWER CORPORATION LIMITEDNotes to the financial statements for the Period ended March 31, 2017(All amounts in Indian rupees, except share data and where otherwise stated)

As at

The company has only one class of shares referred to as equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote pershare. In the event of liquidation of the company, the holders of equity shares will be entitled to receive surplus from sale of assets after setting off of the liabilities.The distribution will be in proportion to the number of equity shares held by the shareholders.

Secured

First charge on the entire fixed assets of company, present and future on pari passu basis with other term lender, SREI Equipment Finance Pvt Ltd

As at

State Bank of India (Kolkata) working capital term loan

Less: Amount disclosed under "Other current liabilities"(Refer Note No. 9)


(ii)

(iii) Collateral security by way of:

(iv)

(v) Corporate guarantee by Mauktika Energy Private Limited and Manepalli Investments Private Limited.

Details of shares pledged:

No of sharespledged

Smt. M. Manepalli 956,100

Dr. S.M Manepalli 966,100

Mauktika Energy Private Limited 5,789,608

Shri M. Seshavatharam 532,680

Manepalli Investment Private Limited 92,900

Smt. T Sreelatha 100,000

Total 8,437,388

B. Term loan from SREI Equipment Finance Private Limited is secured by:

(i)

(ii)

(iii)

(iv)

(v)

5.2 Terms of repayment of secured term loans(i)

(ii)

5.3 The company has defaulted in repayment of loans and interest in respect of the following:

Period of Default Amount Period of Default Amount

April 14 to March 17 162,051,539 April 14 to March 16 77,820,266Dec 13 to March 17 50,477,432 Dec 13 to March 16 50,477,432

April 11 to March 17 28,886,304 April 11 to March 16 28,886,304April 13 to March 17 - April 13 to March 16 -

Note: 6 As at As atLong Term Provisions 31 March 2017 31 March 2016

Provision for employee benefitsProvision for compensated absences 446,640 422,986Provision for Gratuity Liability 1,650,415 1,650,415

2,097,055 2,073,401

Non-disposal undertaking by Caterpillar and BSES for not disposing off their respective equity shares of SPCL during the currency of the credit facilitiessanctioned to SPCL without the written consent of SREI and SBI.

Working capital term loan from State Bank of India (Kolkata) carries an interest of 12.75% per annum and is repayable in sixty nine monthly unequalinstalments. First sixty months @ Rs.35,40,000 each and next eight months @ Rs.39,30,000 each and the last instalments @ Rs.39,60,000.

Interest

Term loan form SREI Equipment Finance Private Limited carries an interest of 19.5% per annum. The loan outstanding as on the date of the balance sheethas fallen due for repayment.

Term Loans from Banks

PrincipalInterest

From Others

Principal

(b) Vacant urban residential plot no. 74 admeasuring 350 sq.yards, Survey Nos.300P, 302, 309P, in the name of Shri M. Seshavatharam and situated inKrishnaja Hills, Village: Bachupally, Mandal: Quthubullapur, District Ranga Reddy, Andhra Pradesh.

Registered mortagage of leasehold rights of land measuring 4.12 Ha. Bearing Survey Nos. 462, 467,636, 635/2, 625/1, 634/1, 635/3 and 635/4 situated atBambooflat, Ferrargunj Tehsil, Andaman, A& N Islands, including assignment of Power Purchase Agreement, EPC contract and O&M contract, insurancepolicy and other project documents.

(d) 6 Nos. vacant residential plots in the name of Shri M. Naveen Babu in Western Block No.6-95, 6-95/1, 6-97, 6-97/1, 6-97/3 and 6-96 admeasuring2082.88 sq. yards situated in RS 124/4, at village: Thorreddu, Rajahmundry Rural Mandal, District East Godavari, Andhra Pradesh.

(a) Pledge of 84,37,388 shares of Suryachakra Power Corporation Limited (face value of `10).

(c) Open vacant plots of land in the name of Shri M. Naveen Babu admeasuring-- 1.47 acres RS No.368; 0.97 acre RS No.09; 0.38 acre RS No.11. Allthree at village: Thorreddu, Rajahmundry Rural Mandal, District East Godavari, Andhra Pradesh. 3.02 acres RS No.246/1, village: Madhurapudi,Korukondala Mandal, District East Godavari, Andhra Pradesh.

Personal Guarantee by Dr. S.M Manepalli, Managing Director, Shri M. Seshavatharam and Smt T. Sreelatha relatives of Director and Shri M. NaveenBabu,


Assignment in favour of SREI, SBI on a pari-passu basis, of all rights titles and interests of the company in, to and under all assets of the project and allproject documents, insurance policies, permits/approval etc, to which the company is a party and all other contracts relating to project.

The Equity Shares held by promoters in the project company (minimium 51%) shall be pledged to SREI and SBI on a pari-passu basis.

Particulars

Pari-passu first charges on company's all the accounts including but not limited to Trust and Retention Account and the Debt-Service Letter of Credit /Reserve Account.

First charge on all movable and immovable assets, present and future of the company in favour of SREI on a pari-passu basis with SBI.


Note: 7 As at As atShort Term Borrowings 31 March 2017 31 March 2016(a) Loans repayable on demand

From Banks (Secured)(Refer Note No. 7.1)Cash credit facility from State Bank of India 17,699,754 23,538,500

17,699,754 23,538,500

(b) Deposits (Unsecured)

Inter-corporate deposits 113,600,000 113,600,000

(c ) Other loans and advances (Unsecured)

(i) Working capital loan

SBI Global Factors Limited (Formerly Global Trade Finance Limited) 256,979,169 256,979,169

(ii) Managing Director 6,334,850 4,170,927

263,314,020 261,150,097

394,613,774 398,288,5977.1 Nature of Security for Cash Credits

Cash Credits from State Bank of India is secured by:(i) Exclusive first charge on the entire current assets of the company both present and future.(ii) Assignment of LC from Andaman and Nicobar Administration(iii) Colateral security on second charge on all fixed assets of the company


Period of Default Amount Period of Default AmountCash Credit - Principal March'2017 17,699,754 - -Cash Credit - Interest March'2016 12,232,047 March'2016 12,232,047Intercorporate deposits

5 Year 3 months 110,000,000 4 Year 3 months 110,000,0005 Year 3 months 3,600,000 4 Year 3 months 3,600,000

6 Years 256,979,169 5 Years 256,979,169

Note: 8 As at As atTrade Payables 31 March 2017 31 March 2016

Other than Acceptances 97,073,800 100,262,18997,073,800 100,262,189

Note: 9 As at As atOther Current Liabilities 31 March 2017 31 March 2016

Current maturities of long term borrowings 190,937,843 155,537,843Interest accrued and due on borrowings 62,709,479 62,709,479Insurance claim 5,000,000 -Unclaimed share application money#Other Payables

Statutory remittances (contributions to PF, Withholding taxes, VAT, Service tax, etc) 8,983,767 7,524,270Payables for capital goods 23,644,790 23,644,790Advance from customers 20,000,000 20,000,000

311,275,879 269,416,382

# No amount is due for payment into Investor Education and Protection Fund. (Previous year paid Rs.150380/-)

Principal

31 March 2016As at

ParticularsAs at

31 March 2017

Principal

Working capital loan from SBI Global Factors Limited

Note: 10Fixed assets

As atApril 1st, 2016

Additions Deletions/Adjustments

As atMarch '31, 2017

Upto March'31.2016

For the Year Ended31-03-17

Deletions/Adjustments

Upto 31stMarch ,2017



Land development 67,291,429 67,291,429 57,689,931 4,486,095 62,176,026 5,115,403 9,601,501Buildings and roads 253,569,050 253,569,050 238,657,267 7,511,265 246,168,532 7,400,518 14,911,783Plant & Machinery 539,943,659 539,943,659 497,047,632 7,659,309 504,706,941 35,236,718 42,896,028Furniture and fittings 5,509,725 5,509,725 4,506,437 357,768 4,864,205 645,520 1,003,288Office equipments 2,129,362 2,129,362 2,091,104 5,157 2,096,261 33,101 38,258Computers equipments 4,922,931 4,922,931 4,804,820 84,664 4,889,484 33,447 118,111Vehicles 3,237,936 3,237,936 2,526,385 268,120 2,794,505 443,431 711,551

Total 876,604,092 - - 876,604,092 807,323,576 20,372,379 - 827,695,954 48,908,138 69,280,520Previous Year 877,504,092 - 876,604,092 775,380,778 31,942,793 807,323,572 69,280,520 101,223,314

SURYACHAKRA POWER CORPORATION LIMITEDNotes to the financial statements for the Period ended March'31, 2017(All amounts in Indian rupees, except share data and where otherwise stated)

Description

Gross block Depreciation Net block


Note: 11Non-Current Investments

A. In Subsidiary Companies

2,000,000 357,000,000 2,000,000 357,000,000

Less : Provision for dimunution in the value of Investment 357,000,000

- 357,000,000

Suryachakra Global Ventures Limited 1 6 1 6B. In Other Companies

15,940 159,400 15,940 159,400

Aggregate amount of unquoted investments 159,406 357,159,406

Considered good (Refer Note: 35 and 37) 85,265,723 88,428,2387,800,000 7,800,000

93,065,723 96,228,238Less : Provision for Doubtful Capital Advance 7,800,000 7,800,000

85,265,723 88,428,238

Unsecured, considered good 335,470 335,470Loans and advances to related parties (Refer Note: 34 )

- 781,960,014782,486,956 -

782,486,956 781,960,014

782,486,956 -

- 781,960,014Advance Income tax ( Net of Provision Rs.9869101 ( 31.03.16 Rs. 9869101) ) 4,122,459 4,122,459

89,723,653 874,846,182

Doubtful

As at31 March 2017

Number Amount(Trade, unquoted - Long term, at cost)

Security Deposits

(a) Investment in equity instruments of Rs.10 each fully paid

Note: 12

Unsecured, considered good

Long Term Loans and Advances

Capital Advance (Unsecured)

Less: Provision for doubtful loans and advances

(b) Investment in equity instruments of Hong Kong $1each fully paid

Doubtful

As at31 March 2016

Number Amount

(a) Suryachakra Energy (Chattisgarh) Private Limited

As at

31 March 2017

As at

31 March'2016

Suryachakra Power Venture Private Limited


Note: 13 As at As at

Other Non-Current Assets 31 March 2017 31 March'2016

127,574,329 127,574,329

127,574,329 127,574,329

Note: 14

Inventories Raw Materials 29,133,897 24,357,559 Stores and spares 28,301,086 35,151,261

57,434,983 59,508,820

Note: 15 As at As atTrade Receivables

Outstanding for a period exceeding six months from the date they are due for paymentUnsecured, Considered good (Refer Note: 32(iii)) 160,669,297 142,601,061Doubtful 37,850,636 37,850,636

198,519,933 180,451,697Less : Provision for Doubtful debts 37,850,636 37,850,636

160,669,297 142,601,061Other

Unsecured, Considered good 45,253,465 80,238,627

205,922,761 222,839,687As at As at

Note: 16Cash and cash equivalents

(a) Cash on hand 7,628 4,843(b) Balances with banks

in current accounts (Refer Note: 32(iv)) 148,050,702 148,175,459

148,058,330 148,180,302Note: 17Short-term loans and advances As at As at

31 March 2017 31 March'2016Prepaid expenses 3,552,547 2,169,148

1,250,804 1,580,0703,243,928 2,496,1768,047,279 6,245,393

Advances recoverable in cash or in kind or for value to be receivedAdvance to suppliers and others

31 March 2017

Interest accrued on amonts withheld by Andaman and Nicobar Administration

31 March'2016

31 March'2016

31 March 2017

Year endedMarch 31, 2017


Sale of electricity 986,014,534 1,072,352,761

2,605,000 3,192,481

983,409,534 1,069,160,280

Other operating revenue - Sale of Scrap 1,091,175 503,608

984,500,709 1,069,663,888

HSD 919,304,493 945,205,832Lube oil 21,927,588 23,305,873

941,232,081 968,511,706Note: 20Operation and maintenance expenses

Power & Fuel 954,465 1,053,632Plant expenses 14,457,801 13,926,145

10,886,733 5,650,667

26,299,000 20,630,444

Salaries and wages 10,907,253 15,178,698 394,955 415,778

Staff welfare expenses 649,031 418,189

11,951,239 16,012,665

Note: 22Finance costsInterest on term loan - 19,946,324Interest on working capital loan - 4,296,374Interest on short term borrowings - 864,205Bank Charges 112,225 203,934

112,225 25,310,837Note: 23Other ExpensesInsurance 3,537,173 2,922,027Rates and taxes 359,174 463,688Legal and Professional charges 8,943,739 6,264,699Communication Expenses 612,562 686,563Travelling Expenses 5,778,345 2,651,932Rent 1,749,320 1,643,320Printing & Stationery 1,121,801 554,233Directors Sitting Fees 101,000 84,000Vehicle Maintenance 172,225 105,019Miscellaneous Expenses 2,097,194 3,978,189

24,472,533 19,353,669Note: 24Exceptional Items

890,489,883

(668,337,722)Loss for the year 222,152,161

(135,951,879)

357,000,000 -

-782,486,956

1,139,486,956 86,200,282

Total

Total

Consumption of Stores and Spares

Contribution to Provident fund and other fund

Note: 21

Cost of materials consumed

Total

Note: 19

SURYACHAKRA POWER CORPORATION LIMITEDNotes to the financial statements for the Period ended March' 31,2017(All amounts in Indian rupees, except share data and where otherwise stated)

Less : Rebate and Other Deductions

Note: 18 Revenue From Operations

Particulars

Total

Total

Total

Employee Benefits Expense

Total

Loss on Sale of Investments in Suryachakra Global EnviroPower LtdLess Provision made in earlier years towards diminution in valueof Investments

Provision for Interest on Loans written back

Provision for diminution in the value of Investments (ReferNote: 33 (a))

Provision for doubtful loans and advances (Refer Note: 33.b)

Note: 24 As at As atContingent liabilities and commitments (to the extent not provided for) March 31, 2017 March 31, 2016

(i) Contingent liabilities

31,570,000 31,570,000

70,908,000 70,908,000

(ii) Commitments Nil Nil

Note: 25 As at As atPayments to the auditors comprises of (excluding service tax) March 31, 2017 March 31, 2016

As auditors - statutory audit 500,000 500,000

500,000 500,000

Note: 26Disclosures under Section 22 of Micro, Small and Medium Enterprises Development Act, 2006

Note: 27

Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

Relationship

Maximumbalance

outstanding atany time during

the year

Maximumbalance

outstanding atany time during

the year

As atMarch 31, 2017

As atMarch 31, 2016

2016-17 2016-17

Subsidiary - 705,996,278 705,996,278 705,996,278Subsidiary - 8,100,725 8,100,725 8,100,725

- 28,879,652 28,879,652 28,879,652

- 38,101,314 38,101,314 38,101,314

- 882,045 1,000,000 1,000,000

Note:

(b) All the above loans and advances are interest free.

(c) **Net of Provision for Doubtful Advance Rs.705,996,278(d) *** Net of Provision for Doubtful Advance Rs.8,100,725(e) **** Net of Provision for Doubtful Advance Rs.28,879,652(f) ***** Net of Provision for Doubtful Advance Rs.38,101,314(g) ****** Net of Provision for Doubtful Advance Rs.882,045

B. Investment by the loanee in the shares of the Company and subsidiaries: Nil

Note: 28

Details of unhedged foreign currency exposures

INR Equivalent US Dollar INR Equivalent US Dollar

Amounts receivable in foreign currency on account of:Loans granted (Gross) 705,996,278 16,409,114 705,996,278 16,409,114

Note: 29Expenditure in foreign currency - Nil

The Ministry of Micro, Small and Medium Enterprises has issued an office Memorandum dated August 26, 2008 which recommends that the Micro and SmallEnterprises should mention in their correspondence with its customers the Enterpreneurs Memorandum Number as allotted after filing of the Memorandum.However, the Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises DevelopmentAct, 2006 and hence disclosures,if any, relating to amounts unpaid as at year end together with interest paid / payable as required under the said Act, have notbeen given. Further in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Micro, Smalland Medium Enterprises Development Act, 2006 is not expected to be material. The Company has not received any claim for interest from any supplier underthe said Act.

A. Loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties:

(a) Loans and Advances shown above, fall under the category of ‘Long Term Loans & Advances' in nature of Loans. No repayment schedule has beenspecified in respect of these loans.

Name of the Party

Amount outstanding

Suryachakra Global Ventures Limited**Suryachakra Energy (Chhattisgarh) Private Limited***

Notes to the financial statements for the year ended March 31, 2017(All amounts in Indian rupees, except share data and where otherwise stated)

(a) Claims against the company not acknowledged as debt - Liquidated damages for delay in commencement of commercial operations

(b ) Corporate guarantee given to Bunge Emissions Fund Limited against the loan provided to Suryachakra Global Enviro Power Limited, a subsidiary of the company.

The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

Suryachakra Thermal Energy (Andhra) PrivateLimited****

Enterprises overwhich Key

ManagementPersonnel has

significantinfluence

Suryachakra Thermal (Madhya Pradesh) PrivateLimited*****Suryachakra Power Venture Private Limited******

As at March 31, 2016As at March 31, 2017


Note: 30Details of consumption of imported and indigenous items

% Amount % AmountImportedRaw material -- -- -- --Spare parts -- -- -- --

IndigenousRaw material 100% 941,232,081 100% 968,511,706Spare parts 100% 10,886,733 100% 5,650,667

Note: 31Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016:

SBNsOther

DenominationNotes

Total

Closing cash in hand as on 08.11.2016 0 174,665 174,665Add: Permitted receipts 0 468,516 468,516Less: Permitted payments 0 388,541 388,541Less: Amount deposited in Banks 0 0 0Closing cash in hand as on 30.12.2016 0 244,640 244,640

Note: 32Revenue from A & N Administration

Note: 33Investment in Subsidiaries and Advances to Subsidiaries Refer Note 11 and Note 12

As atMarch 31, 2017

As atMarch 31, 2016

As atMarch 31, 2017

As atMarch 31, 2016

(a) Suryachakra Energy(chhattisgarh) Private Ltd - 357,000,000 - 8,100,725

(b) Suryachakra Global Ventures Ltd - - - 705,996,278



The company as at March 31, 2017 is having the following investments (including advances) in its subsidiaries:

(i) The Company’s revenue from sale of electricity is based on the Power Purchase agreement (PPA) entered into with the Andaman and Nicobar (A & N)Administration. The PPA is for a initial period of 15 years and can be extended on mutual terms and conditions for three further periods of five (5) years each.PPA contains a set of pre-defined formulae for calculation of the revenue to be billed on a monthly basis. Such billings as per terms of the PPA include a fixedcharge payment, a variable charge payment, incentive payment, foreign exchange adjustment and change-in-law adjustment.

(ii) The Company, for the purpose of determining the monthly billings, invoices the A & N Administration based on the costs and formulae as envisaged inthe PPA and as determined by the Order of Joint Electricity Regulatory Commission (JERC), Guregoan dated 29th April, 2015. Pending final confirmationand acceptance of actual cost and the formulae by the A & N Administration, no adjustment is made to the revenue. Such adjustments, if any will be made inthe period in which the amount becomes determinable and is confirmed by the A & N Administration.

(iii) Revenues for the year ended March 31, 2017 include an amount of Rs.1,80,68, 236/- (Previous year: Rs..6,00,93,376 ) billed by the Company as perapplicable provisions of PPA / JERC Order dated 29th April 2015, which has been rejected / withheld by the A & N Administration on the grounds of thetechnical interpretation of the formulae for computation of such charges. Aggregate receivables as at March 31, 2017 on such withheld amounts works out toRs. 16,06,69,297 /- (Previous year: Rs.14,26,01,061/-) on account of such rejections/ withheld amounts. Further, as at 31st March 2017, the Company alsohas to receive an amount of Rs. 12,75,74,329/- from A & N Administration towards interest on the above stated rejections or witheld amounts which havebeen recognised in earlier years. Management is pursuing the matter and is confident of recovering the amount. The amount so far recognised in the books offinancial statements upto 31st March 2017 is a part of claim prefered on A & N Administration.In this regard, Honorable Supreme Court of India vide its Order dated 10th May 2016, Ordered A & N Administration to deposit an amount of Rs. 15 Croreswith Supreme Court for the purpose of consideration of interim relief.

(iv) During the year ended 31st March 2016, the Company encashed the Letter of Credit for Rs. 14,80,00,000 extended by the A & N Administration in itsfavour and appropriated it against the amounts withheld by the A & N Administration. The State Bank of India which had opened the Letter of Credit infavour of the Company on behalf of the A & N Administration has held the said amount under lien in the Company's Working Capital Account with it and hasnot released the funds to the Company. Aggreived by the action of the Company and the Bank, the A & N Administration has approached the Division Benchof High Court at Kolkata for reversal of encashment. The matter is pending before the Hon'ble High Court of Kolkata. Dues from A & N Administrationstated in Para (iii) above is net of the LC encashed

Equity Shares AmountName of the Subsidiary

Loans and Advance( Net of Provisions) Amount


Status of the subsidiaries is as follows:

(a) Suryachakra Energy(Chhattisgarh) Private Ltd (SECPL):

(b) Suryachakra Global Ventures Ltd (SGVL):

Note: 34

Note: 35Capital Advances :

Note: 36Interest on Borrowings

Note: 37Confirmation of Balances

Note: 38Winding up petition before the Honourable High Court of Andhra Pradesh

Note: 39Segment Reporting

SECPL is a 100% subsidiary of the Company and is engaged in setting a coal based power project (with a planned capacity upto 350MW) at Sapos Village,Jangir-Champa District in the State of Chhattisgarh at an estimated project cost of Rs. 1,900 Crores.SECPL has obtained most of the requisite licenses for setting up the project; signed a Memorandum of Understanding (MOU) with Chhattisgarh StateElectricity Board; and entered into an Implementation Agreement with Chhattisgarh State Power Distribution Company Limited, for setting up the said powerproject.SECPL upto March 31, 2016, spent an amount of Rs. 45,59,27,070/-towards advances to suppliers of capital equipments and incidental expenses.Despits best efforts the Company has not been able to mobilize the requisite funds to execute the project, hence, the management made a provision fordiminution in the carrying value of investments and advances.

SGVL is a wholly owned subsidiary of the Company incorporated in Honkong under Companies Ordinance. The Company through SGVL has decided toacquire a coal mine for captive use by its earstwhile subsidiary companies. With this intention, the Company out of the proceeds of the GDRs issued duringthe year 2011-12, has advanced an amount of Rs. 85,01,25,542/- (USD 1,90,00,000) to SGVL.SGVL has entered an into an MOU with Symphony Trading and Investments Limited (STIL) for acquiring interests in coal mines in Indonesia. STIL is havingoffices in Singapore, Honkong etc., and having experience in identifying and acquiring suitable coal mines for its clients.Pursuant to the said MOU, SGVL on 28th April 2011, has paid USD 1,90,00,000 as advance to STIL for acquiring interests in two coal mines from M/s.Surajaya Indelberg in Indonesia. As per the said MOU, STIL has agreed to return the advance if transaction of coal mine acquisition is not successful with inthe timelines mutually agreed / extended. Due to change in policies of Indonesia, the transaction could not be completed.In view of the prevailing uncertain conditions relating to coal mining activities in Indonesia, the Company has called back the advance given to STIL andmaking efforts to recover the advance. During the year 2013-14 due to efforts made the Company could recover an amount of Rs. 14,41,29,264/- (USD25,90,886).Management is confident of recovery of the balance advance, however, as a meassure of prudence a provision for doubtful advances has been made for thebalance outstanding as on March 31, 2017.

During the period ended 30th June 2012, M/s. SBI Global Factors Limited, an unsecured creditor, filed a petition before the Honourable High Court of AndhraPradesh for winding up of the company u/s 443 (1) (c) of the Companies Act, 1956. The Honourable High Court of Andhra Pradesh, had admitted the petition.The State Bank of India, the holding entity of SBI Global Factors Limited and the principle lender of the Company has impleaded opposing the winding uppetition. The Company is confident of resolving the matter amicably. Pending the disposal of petition by the Hon'ble High Court of Andhra Pradesh thefinancial statements have been drawn up on a going concern basis.

Unsecured Loans and advances to related parties, considered good, included in Note 12 includes advance to Suryachakra Thermal Energy (Andhra) PrivateLimited Rs. 2,88,79,652/- and Suryachakra Thermal (Madhya Pradesh) Private Limited Rs. 3,81,01,314/-. The Company in the earlier years had given theadvances to acquire land/ to incure preliminary expenses in connection with setting up the power projects. Due to financial difficulties theose companies couldnot make further progress with regard to their respective projects. The land acquired is yet to be registered in the name of the respective companies. TheCompany's efforts to bring in strategic investor did not yield any results and in the opinion of the management the recovery of advances is doubtful, hence aprovision for doubtful advances has been made against the entire amount of advance outstanding as at the year end. However, the Company will continue tomake efforts to recover the advances given.

Advances to related parties (Other than to subsidiaries) - Refer Note 12

In the earlier years, the Company has given Capital Advances for enhancing the capacities and increasing the efficiencies of the existing plant and machinery.Net advance as at 31st March 2017 aggregate to Rs. 8,52,65,723/- (Previous year: Rs. 8,84,28,238/-). Due to financial difficulties the Company could not goahead with the envisaged expansion and modifications. The management is making efforts and expects to recover the balance amount at the earliest. Hence, noprovision in the value of advance is considered at this stage.

(a) Lenders of the Company have initiated legal proceedings against the Company for recovery of their dues. The Company is negotiating with these lendersfor settling the dues emicably and has stopped providing interest on these loans from the financial year ended March 31, 2014. The interest, if any, paid will berecognised in the year of settlement of dispute.

The Company has not received confirmation of balances from Lenders (Secured / Unsecured and Long Term /Short Term), Trade payables, Creditors forCapital goods and Loans & Advances including Capital Advances outstanding as at March 31, 2017. In the absence of confirmation of balances provision foradverse variations, if any, in the carrying amount of these balances are not quantifiable. The management is confident that the settlement of thes balances willbe made at the carrying amounts and no provision is required at present. Adjustments for variances, if any will be made in the year of settlement.

The Company's operations predominantly consists of generation and sale of electricity. The coal trading business of the company has been discontinued. Hencethere are no reportable segments under the Accounting Standard - 17. The Company's business operations are primarily concentrated in India. The conditionsprevailing in India being uniform, no separate geographical disclosures are considered necessary.


Note: 40Related party transactions

(i) Subsidiary - Suryachakra Energy (Chhattisgarh) Private Limited - Suryachakra Global Ventures Limited

(iii) Key Management Personnel (KMP) represented on the Board of Directors- Dr. S. M. Manepalli, Managing Director- Mr. K Vijay Kumar, Executive Director- Mr. V L Narasimha Rao, Chief Financial Officer- Mr. Suresh Babu, Company Secretary

(iv) Enterprises over which Key Managerial Personnel or their relatives have significant influence (Significant interest entities)- Suryachakra Thermal Energy (Andhra) Private Limited- Suryachakra Thermal (Madhya Pradesh) Private Limited

(v) Non-Executive on the Board of DirectorsMr. R. S. MurthyMr. P.V.Subba raoMr. V.S.MurthyMrs. M.MangatayaruMr. B.P.Vijay RaoMr. V.Subrahmanyam

(c) Particulars of related party transactions and balances

A) Following is a summary of related party transactions:Year ended Year ended

March 31, 2017 March 31, 2016

- 3,600,000b) Mr. K. Vijay kumar 1,248,000 1,248,000c) Sitting fees to Non-executive directors 84,000 84,000d) Mr. V.L.Narasimha rao 1,736,760 1,736,760

Total 3,068,760 6,668,760

a) Dr. S.M.Manepalli 212,890 212,890Total 212,890 212,890

a) Dr.S.M.Manepalli 203,296 203,296Total 203,296 203,296

a) Suryachakra Energy (Chattisgarh) Private Limited 357,000,000 -Total - -

a) Suryachakra Global Venture Limited 705,996,278 -b) Suryachakra Energy (Chattisgarh) Private Limited 8,138,927 -c) Suryachakra Thermal Energy (Andhra) Private Limited 29,368,392 -d) Suryachakra Thermal (Madhya Pradesh) Private Limited 38,101,314 -

Total 781,604,911 -

B) Details of outstanding balances with related parties

As at As at

March 31, 2017 March 31, 2016

a) Dr.S.M.Manepalli 5,061,130 5,061,130b) Mr. Vijay kumar 681,897 681,8972 Unsecured loan to Subsidiaries and Stepdown Subsidiaries

- 8,100,725ii) Surychakra Global Ventures Ltd - 705,996,278

- 30,661,484ii) Suraychakra Thermal ( Madhya Pradesh) Private Limited - 38,101,314

Particulars

5. Unsecured loan repaid to Key Managerial Personnel

6.Provision for diminution in value of Investments

7.Provision for doubtful advances

a) Dr. S.M.Manepalli

1. Remuneration payable to Key Management Personnel

i) Suryachakra Thermal Energy (Andhra) Private Limited

ii) Suryachakra Energy ( Chhattisgarh) Private Limited

4. Unsecured loan to Enterprises significantly influenced by KMP

4.Unsecured loan taken from key Managerial Personnel (net)

(a) The related parties where control exists are subsidiaries and step down subsidiaries. There are no other parties over which the company has control.

Particulars

1.Remuneration to Key Management Personnel/ Non-executive directors/ CFO/ CS

(b) Related parties where control exists and with whom transactions have taken place during the year are as follows:


Note: 41Earnings per share

Year ended Year endedMarch 31, 2017 March 31, 2016

Before exceptional items Amount Amount(39,938,748) (12,098,226)

149,632,960 149,632,960

Par value per share 10 10

Earnings per share from continuing operations - Basic and Diluted (0.27) (0.08)

After exceptional items

(1,179,425,704) (98,298,508)149,632,960 149,632,960

Par value per share 10 10Earnings per share - Basic and Diluted (7.88) (0.66)

Note: 42Deferred taxes

Note: 43Previous year figuresPrevious figures have been recasted/ restated to conform to the current classification

Dr.S.M.Manepalli K.Vijay KumarManaging Director Director

Hyderabad, May 29,2017

For Suryachakra Power Corporation Limited

In view of the absence of the virtual uncertainities, the Company has not recognised the differed tax assets

Net profit / (loss) for the year from continuing operations attributable to the equity shareholdersWeighted average number of equity shares considered for computation of basic and dilutedearnings per share

Weighted average number of equity shares considered for computation of basic and diluted earnings per shareNet profit / (loss) for the year from continuing operations attributable to the equity shareholders

Independent Auditors’ Report

ToThe Members ofSURYACHAKRA POWER CORPORATION LIMITED,

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Suryachakra PowerCorporation Limited (“the Company”), and its subsidiaries (the Holding Company and its subsidiariestogether referred to as “the Group”) which comprise the Consolidated Balance Sheet as at March 31,2017, the Consolidated Statement of Profit and Loss, the Cash Flow Statement for the year thenended and a summary of the significant accounting policies and other explanatory information(hereinafter referred to as “the Consolidated Financial Statements”).

Management’s Responsibility for the Consolidated Financial Statements:

The Holding Company’s Board of Directors is responsible for the preparation of these ConsolidatedFinancial Statements in the terms of the requirements of the Companies Act, 2013 (“the Act”) thatgive a true and fair view of the consolidated financial position, consolidated financial performanceand consolidated cash flows of the Group in accordance with the accounting principles generallyaccepted in India, including the Accounting Standards specified under section 133 of the Act, readwith rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of thecompanies included in the Group are responsible for maintenance of adequate accounting records inaccordance with the provision of the Act for safeguarding the assets of the group and for preventingand detecting frauds and other irregularities; selection and application of the appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and the design,implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the Consolidated Financial Statements that give a true and fair viewand are free from material misstatement, whether due to fraud or error, which have been used forthe purpose of the Consolidated Financial Statements by the Directors of the Holding Company, asaforesaid.

Auditors’ Responsibility:

Our responsibility is to express an opinion on these Consolidated Financial Statements based on ouraudit. While conducting the audit, we have taken into account the provisions of the Act, theaccounting and auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the Consolidated FinancialStatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the Consolidated Financial Statements. The procedures selected depend on theauditor’s judgment, including the assessment of the risks of material misstatement of theConsolidated Financial Statements, whether due to fraud or error. In making those risk assessments,

the auditor considers internal control relevant to the Company’s preparation and presentation ofthe Consolidated Financial Statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Company’s internal control. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accounting estimatesmade by the Management, as well as evaluating the overall presentation of the ConsolidatedFinancial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor qualified audit opinion on the Consolidated Financial Statements.

Basis for Qualified Opinion:

Attention is invited to:

a) Note - 33 to the Consolidated financial statements regarding recognition of rejections / withheldamount by Andaman and Nicobar Administration (A&NA) - We are unable to comment on theextent of ultimate recoverability of Rs.1,80,68,236/- (Previous year: Rs. 6,00,93,376) withheld byA & NA during the year ended March 31, 2017 and total receivables as at March 31, 2017 - Rs.16,06,69,297/-(as at March 31, 2016 - Rs. 14,26,01,061) which are subject to confirmation by theA&NA. Further, the company, in earlier years, has also recognized interest aggregating to Rs.12,75,74,329 on such rejections / withheld amount which is also subject to confirmation by theA&NA.

b) Note - 36 to the Consolidated financial statements regarding capital advances Rs. 8,52,65,723/-(Previous year: Rs. 8,84,28,238 /-) considered good and fully recoverable for the reasons statedtherein. We are unable to comment on the extent of ultimate recoverability.

c) Note - 38 to the Consolidated financial statements regarding non-provision of interest on loansfrom lenders due to legal cases filed by them for recovery of their dues. We are unable tocomment on the extent of interest expense and loss for the year ended March 31, 2017 and thecumulative liability and cumulative reserves and surplus up to March 31, 2017.

d) Note - 37 to the Consolidated financial statements regarding the non-availability of confirmationof balances for secured and unsecured loans / borrowings availed by the Company, tradepayables, creditors for capital goods and loans and advances granted by the Company. In theabsence of confirmation of balances, we are unable to comment on the impact of adversevariances, if any, as at March 31, 2017.

The consequential impact of the above matters on the loss for the year and the retained earnings asat March 31, 2017 is indeterminable.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, theaforesaid Consolidated Financial Statements subject to the matter stated in the above “Basis forQualified Opinion” paragraph, give the information required by the Act in the manner so requiredand give a true and fair view in conformity with the accounting principles generally accepted in India,

of the state of affairs of the Company as at March 31, 2017, and its profit and its cash flows for theyear ended on that date.

Emphasis of Matter:

Without qualifying our opinion, we draw attention to:

i) Note 34 and 35 to the financial statements regarding provisioning for investments and advancesgiven to subsidiaries and related parties and

ii) Note 39 of the Consolidated financial statements regarding winding up petition u/s 433 (1) (e) ofthe Companies Act, 1956 before the Honourable High Court of Andhra Pradesh.

Our opinion is not qualified in respect of these matters

Report on Other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best ofour knowledge and belief were necessary for the purpose of our audit;

b. Except for the effects of the matters described in the Basis for Qualified Opinionparagraph above, in our opinion, proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statementdealt by this Report are in agreement with the books of account;

d. Except for the possible effects of the matters described in the Basis for QualifiedOpinion paragraph above, in our opinion, the aforesaid standalone financial statementscomply with the Accounting Standards specified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014;

e. The matters described in the Basis for Qualified Opinion paragraph above, and mattersdescribed in the Emphasis of Matters paragraph above in our opinion, may have anadverse effect on the functioning of the Company.

f. On the basis of written representations received from the directors as on March31, 2017, and taken on record by the Board of Directors, none of the directors isdisqualified as on March 31, 2017, from being appointed as a director in terms ofSection 164 (2) of the Act.

g. With respect to the adequacy of the internal financial controls over financial reportingof the Company and the operating effectiveness of such controls, refer to our separatereport in ‘Annexure A’; and

h. With respect to the other matters to be included in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and tothe best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial positionin its financial statements - Refer Note 33 and 36 to 39 to the Consolidated financialstatements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to theInvestor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in Consolidated financialstatements as to the holdings as well as dealings in Specified Bank Notes during theperiod from 08th November 2016 to 30th December 2016 and these are inaccordance with the books of account maintained by the Company. Refer Note 32 tothe Consolidated financial statements

M Bhaskara Rao & CoChartered Accountants

Firm Registration Number: 000459S


Membership Number: 201570Hyderabad, May 29, 2017

Annexure A to the Independent Auditors’ report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Suryachakra PowerCorporation Limited (“the Company”) and its subsidiary (“the holding company together with itssubsidiary called “Group”) as of March 31, 2017 in conjunction with our audit of the ConsolidatedFinancial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company, its Subsidiary company which isincorporated in india are responsible for establishing and maintaining internal financial controlsbased on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the “Guidance Note on Audit ofInternal Financial Controls over Financial Reporting” issued by the Institute of Chartered Accountantsof India (‘ICAI’). These responsibilities include the design, implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business, including adherence to company’s policies, the safeguarding of itsassets, the prevention and detection of frauds and errors, the accuracy and completeness of theaccounting records, and the timely preparation of reliable financial information, as required underthe Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financialreporting based on our audit. We conducted our audit in accordance with the “Guidance Note onAudit of Internal Financial Controls over Financial Reporting” (the “Guidance Note”) and theStandards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of theCompanies Act, 2013, to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting, assessing the risk whether a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditors’ judgement, including theassessment of the risks of material misstatement of the consolidated financial statements, whetherdue to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. Acompany's internal financial control over financial reporting includes those policies and proceduresthat (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflectthe transactions and dispositions of the assets of the Company; (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts and expenditures of theCompany are being made only in accordance with authorizations of management and directors ofthe Company; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of the company's assets that could have a materialeffect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, includingthe possibility of collusion or improper management override of controls, material misstatementsdue to error or fraud may occur and not be detected. Also, projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk that theinternal financial control over financial reporting may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate.

Disclaimer of Opinion

According to the information and explanations given to us, the company has not documented itssystem of internal financial control over financial reporting on the criteria based on the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controlsover Financial Reporting issued by the ICAI. Therefore we are unable to obtain sufficient appropriateaudit evidence to express an opinion on the adequacy and operating effectiveness of internalfinancial controls over financial reporting.

We have considered the disclaimer stated above in determining the nature, timing, and extent ofaudit tests applied in our audit of the financial statements of the Company, and the disclaimer doesnot affect our opinion on the Consolidated financial statements of the Company

For M.Bhaskara Rao & Co.,Chartered Accountants

(Firm’s Registration No.000459S)

V. K. MuralidharPartner

Hyderabad, May 29, 2017 Membership No. 201570

Note No.As At

March 31, 2017As At

March 31, 2016

I. EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share capital 3 1,496,329,600 1,496,329,600

(b) Reserves and surplus 4 (490,049,395) (218,285,207)

2 Non-current liabilities(a) Long-term borrowings 5 9,028,076 42,264,153

(b) Other long-term liabilities

(c) Long-term provisions 6 2,097,055 2,073,401

3 Current liabilities(a) Short-term borrowings 7 388,278,923 394,127,669

(b) Trade payables 8 97,073,800 100,262,189

(c) Other current liabilities 9 319,656,694 277,810,939

TOTAL 1,822,414,753 2,094,582,743

II. ASSETS

1 Non-current assets(a) Fixed assets

(i) Tangible assets 10 48,908,137 69,280,520

(ii) Capital work-in-progress - 163,427,463

(iii) Goodwill on consolidation - -

(b) Non current investment 11 7,223,400 159,400

(c) Long-term loans and advances 12 89,864,425 160,889,951

(d) Other non current assets 13 127,574,329 127,574,329

2 Current assets(a) Inventories 14 57,434,983 59,508,820

(b) Trade receivables 15 205,922,761 222,838,687

(c) Cash and cash equivalents 16 148,221,252 148,370,985

(d) Short-term loans and advances 17 934,803,188 933,000,303

( e ) Other Current Assets 18 202,462,279 209,532,279

TOTAL 1,822,414,753 2,094,582,743

Corporate information and Significant accounting policies 1&2See accompanaying notes forming part of the financial statements


for M. Bhaskara Rao & Co.,


V. K. Muralidhar Dr.S.M.Manepalli K.Vijay kumarPartner Managing Director Director

Place : HyderabadDate : 29-05-2017

SURYACHAKRA POWER CORPORATION LIMITED Consolidated Balance Sheet as at March 31, 2017


Particulars

for Suryachakra Power Corporation Limited

NoteNo.



1 Revenue from operations 19 984,500,709 1,069,663,888

2 Other income 20 - -

3 Total Revenue (1 + 2) 984,500,709 1,069,663,888

4 Expenses:

Cost of materials consumed 21 941,232,081 968,511,706

Operation and maintenance expense 22 26,299,000 20,630,444

Employee benefits expense 23 11,951,239 16,012,665

Finance costs 24 145,385 25,310,837

Depreciation and amortization expense 10 20,372,379 31,942,794

Other expenses 25 24,497,593 19,382,015

Total expenses 1,024,497,677 1,081,790,461

5 Profit before exceptional items and tax (3 - 4) (39,996,968) (12,126,573)

6 Exceptional items (Refer Note: 34 and 35) 231,779,214 86,200,282

7 Profit/(loss) before tax (271,776,182) (98,326,855)

8 Tax expense:

Current tax

9 Profit / (Loss) for the year before minorityinterest (7 - 8)

(271,776,182) (98,326,855)

14 Minority Interest

15 Profit/ (loss) for the year (271,776,182) (98,326,855)

16 Earnings per equity share of Rs.10/- each fully paid 42

Basic and Diluted (1.82) (0.66)

1&2



for M. Bhaskara Rao & Co., For Suryachakra Power Corporation LimitedChartered Accountants

Dr.S.M.Manepalli Mr.Vijay kumarManaging Director Director

V. K. MuralidharPartner

Place : HyderabadDate : 29-05-2017

SURYACHAKRA POWER CORPORATION LIMITEDConsolidated Statement of Profit and Loss for the year ended March 31, 2017


Particulars

Corporate information and Significant accountingpolicies

Year ended March 31, 2017

Year ended March 31, 2016

Cash flows from operating activitiesNet profit before tax (271,776,182) (12,126,572)

Adjustments for:Depreciation 20,372,379 31,942,794Interest income - -Interest expense 145,385 25,310,837Loss on sale of shares - (222,778,241)

Operating cash flows before working capital changes (251,258,418) (177,651,182)Adjustments for:

(Increase)/decrease in inventories 2,085,843 (439,665)(Increase)/decrease in trade receivables 16,915,926 99,767,940(Increase)/ decrease in loans and advances 232,656,104 329,538,075Increase/(decrease) in current liabilities 3,281,020 69,035,986

Cash generated from operations 3,680,474 320,251,154Income taxes paid - -

Net cash flow from operating activities 3,680,474 320,251,154Cash flows from investing activities

Interest received - -Sale of Investments - 627,079

Net cash flow from / (used in) investing activities - 627,079

Cash flows from financing activities

(3,684,823) (147,348,468) Interest paid (145,385) (25,310,837)

Net cash flow (used in) / from financing activities (3,830,208) (172,659,305)

Net increase in cash and cash equivalents (149,734) 148,218,929Cash and cash equivalents at the beginning of the year 148,370,986 152,057

Cash and Cash equivalents at end of the year 148,221,252 148,370,986

148,221,252 148,370,986Note:



for M. Bhaskara Rao & Co.,Chartered Accountants

V. K. Muralidhar Dr.S.M.Manepalli Mr.Vijay kumarPartner Managing Director Director

Place : HyderabadDate : 29.05.2017

1) The Cash Flow Statement is prepared in accordance with the indirect Method stated in Accounting Standards (AS)-3 onCash Flow Statements and presents the cash flows by operating,investing and financing activities.2) Figures in bracket represent cash outflows.

for Suryachakra Power Corporation Limited

Suryachakra Power Corporation LimitedConsolidated Cash Flow Statement for the year ended March 31, 2017


Particulars

Proceeds/(Repayment) of borrowings, net

SURYACHAKRA POWER CORPORATION LIMITEDNotes to Consolidated financial statements for the year ended March 31, 2017

Note: 1 Description of the Group

Suryachakra Power Corporation Limited (“the Company”/ “SPCL”) together with its subsidiaries(collectively referred to as “the Group”/ “Suryachakra Group”) is headquartered in Hyderabad,India. The Group operates various power plants in India which generates electricity usingdiesel / biomass. The Company is also in the process of setting up power plants in Maharashtra,Chhattisgarh and Andhra Pradesh which will generate electricity from biomass / coal. TheCompany’s shares trade on Bombay Stock Exchange since July 2007.

SPCL’s subsidiary and step-down subsidiaries are listed below:

EntityPercentageholding (%)

Country ofIncorporation

Subsidiary

Suryachakra Energy (Chhattisgarh) Private Limited

Suryachakra Global Ventures Limited

100

100

India

Hong Kong

Note: 2 Significant accounting policies

1. Basis of preparation of consolidated financial statements

The consolidated financial statements are prepared under the historical cost convention on accrualbasis in accordance with the Generally Accepted Accounting Principles (GAAP) that is followed inIndia. GAAP comprises the mandatory accounting standards as prescribed by Companies(Accounting Standards) Rules 2006 [which continue to apply under Companies Act, 2013(“theAct”)] and other applicable provisions of the Act and guidelines issued by Securities and ExchangeBoard of India. All incomes and expenditures, having a material bearing on the financialstatements, are recognized on an accrual basis. The financial statements are presented in IndianRupees.

2. Use of estimates

The preparation of the consolidated financial statements in conformity with GAAP requiresmanagement to make estimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent liabilities on the date of the consolidated financial statementsand reported amounts of revenues and expenses for the year. Actual results could differ from theseestimates. Any revision to accounting estimates is recognised prospectively in the current andfuture periods.


3. Principles of consolidation

The consolidated financial statements include the financial statements of Suryachakra PowerCorporation Limited, the parent company and all of its subsidiaries, in which the Company hasmore than one-half of the voting power of an enterprise or where the Company controls thecomposition of the board of directors.

The consolidated financial statements have been prepared on the following basis:

The financial statements of the parent company and the subsidiaries have been combined on aline-by-line basis by adding together the book values of like items of assets, liabilities, incomeand expenses after eliminating intra-group balances / transactions and resulting unrealisedprofits in full. Unrealised losses resulting from intra-group transactions have also beeneliminated except to the extent that recoverable value of related assets is lower than their cost tothe group. The amounts shown in respect of reserves comprise the amount of the relevantreserves as per the balance sheet of the parent company and its share in the post-acquisitionincrease in the relevant reserves of the subsidiaries.

The excess / deficit of cost to the parent company of its investment in the subsidiaries over itsportion of equity at the respective dates on which investment in such entities were made isrecognised in the financial statements as goodwill / capital reserve. The parent company’sportion of equity in such entities is determined on the basis of the book values of assets andliabilities as per the financial statements of such entities as on the date of investment and if notavailable, the financial statements for the immediately preceding period adjusted for the effectsof significant transactions, up to the date of investment.

Minority interest in the net assets of consolidated subsidiaries consists of:

(a) The amount of equity attributable to minorities at the date on which investment in asubsidiary is made; and

(b) The minorities’ share of movements in equity since the date the parent subsidiaryrelationship came into existence.

The consolidated financial statements are presented, to the extent possible, in the same formatas that adopted by the parent company for its separate financial statements.

The consolidated financial statements are prepared using uniform accounting policies for liketransactions and other events in similar circumstances.

4. Fixed assets and depreciation

Fixed assets are carried at the cost of acquisition or construction less accumulated depreciation. Thecost of fixed assets includes taxes, duties, freight and other incidental expenses related to theacquisition and installation of the respective assets. Borrowing costs directly attributable toacquisition or construction of those fixed assets which necessarily take a substantial period of timeto get ready for their intended use are capitalised. The cost of fixed assets also includes exchangedifferences arising in respect of foreign currency loans taken on other liabilities incurred before1 April 2004 for the purpose of their acquisition and constitution.

Advances paid towards the acquisition of fixed assets outstanding at each balance sheet date andthe cost of fixed assets not ready for their intended use before such date are disclosed under Capitalwork-in-progress.


Depreciation

Depreciation on fixed assets used in generation of electricity is provided using the straight-linemethod at the rates prescribed by Central Government vide Notification Nos. S.O. 265 (E) and 266(E) dated 27 March 1994 and 29 March 1994, respectively, issued under the Electricity Supply Act,1948. Depreciation on fixed assets used in coal trading business is provided using the straight-linemethod at the rates prescribed in Schedule XIV to the Companies Act, 1956 as in the opinion of themanagement these rates reflect the estimated useful life of their assets. Depreciation is calculatedon a pro-rata basis from the date of installation till the date the assets are sold or disposed.Individual assets costing less than Rs. 5,000 are depreciated in full in the year of acquisition.

5. Goodwill

Goodwill arising on consolidation is not amortised. It is tested for impairment on a periodic basisand written-off if found impaired.

6. Inventory

Inventories are valued at the lower of cost and net realisable value. Cost of inventories comprisescost of purchase and other costs incurred in bringing the inventories to their present location andcondition.

The methods of determining cost of various categories of inventories are as follows:

Raw materials First-in-first-out (FIFO)

Stores, spare parts and consumables First-in-first-out (FIFO)

7. Revenue recognition

a) The Group’s revenue from sale of electricity excluding of revenue from sale of electricity inSPCL is recognized on accrual basis as per the terms and conditions specified in the PowerPurchase Agreement (PPA) entered with the respective State Electricity Boards and orderspassed by the respective State Electricity Regulatory Commissions. The SPCL’s revenue fromsale of electricity is based on the Power Purchase Agreement (PPA) entered into with Andamanand Nicobar (A & N) Administration. The PPA is for a period of 15 years and contains a set ofpre-defined formulae for calculation of revenue to be billed on a monthly basis. Such billings asper the terms of the PPA include a fixed charge payment, a variable charge payment, incentivepayment, foreign exchange adjustment and charge in law adjustment. The revenue from sale ofelectricity is recognized on the basis of billing to A&N Administration as per the terms andconditions contained in the PPA.

b) Revenue from sale of traded goods is recognised on dispatch of products (which coincides withthe transfer of risks and rewards) to the customers of the Company. Revenue from sale of goodsis stated exclusive of returns, sales tax and applicable trade discounts and allowance andvolume rebates.

c) Income from interest on deposits is recognised on the time proportionate method using theunderlying interest rates.


8. Foreign currency transactions (continued)

Foreign currency transactions are recorded using the exchange rates prevailing on the dates of therespective transactions. Exchange difference arising on foreign currency transactions settled duringthe year are recognised in the Profit and Loss Account except that exchange differences arising inrespect of any loan taken or other liabilities incurred before 1 April 2004 for the purpose ofacquisition or construction of fixed assets are adjusted to the carrying amount of fixed assets.

Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date aretranslated at the closing exchange rate on that date. Non monetary assets are recorded at the ratesprevailing on the date of transaction.

9. Taxation

Income tax expense comprises current tax and deferred tax.

Current tax

The current charge for income-taxes is calculated in accordance with the relevant tax regulationsapplicable to the Company.

Deferred tax

Deferred tax charge or benefit reflects the tax effects of timing differences between accountingincome and taxable income, which originate during the year but reverse after the tax holiday period.The deferred tax charge or benefit and the corresponding deferred tax liabilities or assets arerecognised using the tax rates that have been enacted or substantially enacted by the balance sheetdate. Deferred tax assets are recognised only to the extent there is reasonable certainty that theassets can be realised in future; however, where there is unabsorbed depreciation or carry forwardof losses, deferred tax assets are recognised only if there is a virtual certainty of realisation of suchassets. Deferred tax assets are reviewed at each balance sheet date and written-down or written-upto reflect the amount that is reasonably / virtually certain to be realized.

The break-up of the deferred tax assets and liabilities as at the balance sheet date has been arrived atafter setting-off deferred tax assets and liabilities where the Company has a legally enforceableright and an intention to set-off assets against liabilities and where such assets and liabilities relateto taxes on income levied by the same governing taxation laws.

(MAT) credit entitlement represents amounts paid in a year under Section 115 JAA of the IncomeTax Act 1961 (‘IT Act’), in excess of the tax payable, computed on the basis of normal provisionsof the IT Act. Such excess amount can be carried forward for set off against future tax payments forten succeeding years in accordance with the relevant provisions of the IT Act. Since such creditrepresents a resource controlled by the Company as a result of past events and there is evidence asat the reporting date that the Company will pay normal income tax during the specified period,when such credit would be adjusted, the same has been disclosed as “MAT Credit entitlement”,under “Loans and Advances” in balance sheet with a corresponding credit to the profit and lossaccount, as a separate line item. Such assets are reviewed as at each balance sheet date and writtendown to reflect the amount that will not be available as a credit to be set off in future, based on theapplicable taxation law then in force.

10. Investments

Long-term investments are carried at cost less any other-than temporary diminution in value,determined separately for each individual investment.


11. Employee benefits

Contribution payable to an approved gratuity fund (a defined benefit plan), determined by anindependent actuary at the balance sheet date are charged to profit and loss account Provision forcompensated absences is made on the basis of actuarial valuation as at the balance sheet date,carried out by an independent actuary. All actuarial gain and losses arising during the year arerecognized in the profit and loss account of the year.

Contributions to the recognized provident fund, which is a defined contribution scheme, arecharged to the profit and loss account.

12. Leases

Leases under which the Company assumes substantially all the risks and rewards of ownership areclassified as finance leases. Such assets are capitalized at fair value of the asset taken on lease orpresent value of the minimum lease payments at the inception of the lease, whichever is lower.Leases that do not transfer substantially the risks and rewards of ownership are classified asoperating leases and recorded as expenses in the statement of profit and loss account on a straightline basis over the lease term.

13. Earnings per share

The basic earnings per share (“EPS”) is computed by dividing the net profit after tax attributable toequity shareholders, for the year by the weighted average number of equity shares outstandingduring the year.

For the purpose of calculating diluted earnings per share, the net profit for the period attributable toequity shareholders and the weighted average number of shares outstanding during the period areadjusted for the effects of all dilutive potential equity shares. The dilutive potential equity sharesare deemed to be converted as of the beginning of the year, unless they have been issued at a laterdate.

14. Impairment of assets

The Group assesses at each balance sheet date whether there is any indication that an asset may beimpaired. If any such indication exists, the Group estimates the recoverable amount of the asset. Ifsuch recoverable amount of the asset or the recoverable amount of the cash generating unit to whichthe asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverableamount. The reduction is treated as an impairment loss and is recognised in the profit and lossaccount of that year. If at the balance sheet date there is an indication that if a previously assessedimpairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected atthe recoverable amount subject to a maximum of depreciated historical cost.

15. Provisions and contingent liabilities

The Company recognises a provision when there is a present obligation as a result of an obligatingevent that probably requires an outflow of resources and a reliable estimate can be made of theamount of the obligation. A disclosure for a contingent liability is made when there is a possibleobligation or a present obligation that may, but probably will not, require an outflow of resources.Where there is a possible obligation or a present obligation that the likelihood of outflow ofresources is remote, no provision or disclosure is made.

Provisions for onerous contracts, i.e. contracts where the expected unavoidable costs of meeting theobligations under the contract exceed the economic benefits expected to be received under it, arerecognized when it is probable that an outflow of resources embodying economic benefits will berequired to settle a present obligation as a result of an obligating event, based on a reliable estimateof such obligation.

Note - 3Share Capital

AuthorisedEquity Shares of Rs.10/- each 150,000,000 1,500,000,000 150,000,000 1,500,000,000

Issued, Subscribed and Fully Paid up149,632,960 1,496,329,600 149,632,960 1,496,329,600

149,632,960 1,496,329,600 149,632,960 1,496,329,600

3.1 Reconcilation of the shares outstanding at the beginning and at the end of the reporting period

Equity Shares of Rs. 10/- each 2016-17 2015-16At the beginning of the year 149,632,960 1,496,329,600

Add: Issued during the year - -

Outstanding at the end of the year 149,632,960 1,496,329,600

3.2 Rights, preferences and restrictions attached to equity shares

Number % Holding Number % Holding

21,166,397 14.15% 21,166,397 14.15%

Total

The company has only one class of shares referred to as equity shares having a par value of Rs.10 per share. Each holder of equityshares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled toreceive surplus from sale of assets after setting off of the liabilities. The distribution will be in proportion to the number of equityshares held by the shareholders.

Mauktika Energy Private Limited

3.3 Details of shareholders holding more than 5% shares in the company

As at March 31, 2016As at March 31, 2017



Equity Shares of Rs.10/- each

As at31 March 2016

As at31 March 2017



Note - 4 As at As atReserves and Surplus 31 March 2017 31 March 2016

Securities premium accountOpening balance 727,199,288 727,199,288Add: premium on shares issued during the yearClosing balance 727,199,288 727,199,288

Foreign currency translation reserveOpening balance 220,271,948 220,259,953Add: Effect of foreign exchange rate variations during the year (net)Closing balance 220,271,948 220,259,953

Surplus/(deficit) in the statement of profit and LossOpening balance (1,165,744,449) (1,067,417,594)Add: Profit / (Loss) for the year (271,776,182) (98,326,855)Closing balance (1,437,520,631) (1,165,744,449)

Closing balance (1,437,520,631) (1,165,744,449)

(490,049,395) (218,285,208)

Note - 5Long Term Borrowings

Non-Current Current Non-Current Current

From Bank- 162,051,539 35,400,000 126,651,539

As at31 March 2016

State Bank of India (Kolkata) working capitalterm loan (Refer Note 5.1)

Secured

Add:Minority's share of losses in excess of its interest in the subsidiariesequity

As at31 March 2017


(All amounts in Indian rupees, except share data and where otherwise stated)From others

- 28,886,304 - 28,886,304

Unsecurd LoanFrom othersDirector 7,226,188 - 4,929,691 -

1,801,888 - 1,934,462 -

9,028,076 190,937,843 42,264,153 155,537,843

190,937,843 155,537,843

9,028,076 - 42,264,153 -Total

Less: Amount disclosed under "Other currentliabilities" (Refer Note 9)

SREI Equipment Finance Private Limited- rupee term loan (Refer Note 5.8)

Total

Others



5.1 (a)

(b)

( c)

(d)

(e)

5.2(a)

(b)

( c)


Period of Default Amount Period of Default AmountTerm Loans from Banks

April 14 to March 17 162,051,539 April 14 to March 16 77,820,266Dec 13 to March 17 50,477,432 Dec 13 to March 16 50,477,432

April 11 to March 17 28,886,304 April 11 to March 16 28,886,304April 13 to March 17 - April 13 to March 16 -

Note - 6 As at March 31, As at March 31,Long Term Provisions 2017 2016(a) Provision for employee benefits

Provision for Leave Encashment 446,640 422,986Provision for Gratuity Liability 1,650,415 1,650,415

2,097,055 2,073,401

Note - 7 As at March 31, As at March 31,Short Term Borrowings 2017 2016SecuredFrom Bank(a) Loans repayable on demand (i) State Bank of India - cash credit (Refer Note 7.1) 17,699,754 23,538,500(a) Deposits(i) Inter-corporate deposits 113,600,000 113,600,000(b) Other loans and advances(i) Working capital loan from SBI Global Factors Limited 256,979,169 256,979,169 (Formerly Global Trade Finance Limited)

388,278,923 394,127,669

7.1

Personal Guarantee of Dr. S.M Manepalli, Managing Director, Shri M. Seshavatharam and Smt T. Sreelatha relatives ofDirector and Shri M. Naveen Babu,Corporate guarantee of Mauktika Energy Private Limited and Manepalli Investments Private Limited.

Working capital term loan from State Bank of India (Kolkata) carries an interest of 12.75% per annum and is repayable in sixtynine monthly unequal instalments. First sixty months @ Rs.35,40,000 each and next eight months @ Rs.39,30,000 each andthe last instalments @ Rs.39,60,000.Working capital term loan from State Bank of India (SBI) is secured by:First charge on the entire fixed assets of company, present and future on pari passu basis with other term lender, SREIEquipment Finance Private Limited. Registered mortagage of leasehold rights of land measuring 4.12 Ha. Bearing Survey Nos.462, 467,636, 635/2, 625/1, 634/1, 635/3 and 635/4 situated at Bambooflat, Ferrargunj Tehsil, Andaman, A& N Islands,including assignment of Power Purchase Agreement, EPC contract and O&M contract, insurance policy and other projectdocuments.Collateral security by way of:Pledge of 84,37,388 shares of Suryachakra Power Corporation Limited (face value of Rs.10). Vacant urban residential plot no.74 admeasuring 350 sq.yards, Survey Nos.300P, 302, 309P, in the name of Shri M. Seshavatharam and situated in KrishnajaHills, Village: Bachupally, Mandal: Quthubullapur, District Ranga Reddy, Andhra Pradesh. Open vacant plots of land in thename of Shri M. Naveen Babu admeasuring-- 1.47 acres RS No.368; 0.97 acre RS No.09; 0.38 acre RS No.11. All three atvillage: Thorreddu, Rajahmundry Rural Mandal, District East Godavari, Andhra Pradesh. 3.02 acres RS No.246/1, village:Madhurapudi, Korukondala Mandal, District East Godavari, Andhra Pradesh. Six vacant residential plots in the name of ShriM. Naveen Babu in Western Block No.6-95, 6-95/1, 6-97, 6-97/1, 6-97/3 and 6-96 admeasuring 2082.88 sq. yards situated inRS 124/4, at village: Thorreddu, Rajahmundry Rural Mandal, District East Godavari, Andhra Pradesh.

Cash credit from State Bank of India is secured by exclusive first charge on the entire current assets of the company bothpresent and future; assignment of LC from Andaman and Nicobar Administration and colateral security on second charge onall fixed assets of the company

Non-disposal undertaking by Caterpillar and BSES for not disposing off their respective equity shares of SPCL during thecurrency of the credit facilities sanctioned to SPCL without the written consent of SREI and SBI.


PrincipleInterestOthersPrincipleInterest

Term loan form SREI Equipment Finance Private Limited carries an interest of 19.5% per annum. The loan outstanding as onthe date of the balance sheet has fallen due for repayment.Term loan from SREI Equipment Finance Private Limited is secured by:First charge on all moveable and immovable assets, present and future of the company in favour of SREI on a pari-passu basiswith SBI. Assignment in favour of SREI, SBI on a pari-passu basis, of all rights titles and interests of the company in, to andunder all assets of the project and all projects documents, insurance policies, permits/approval etc, to which the company is aparty and all other contracts relating to project. Pari-passu first charges on company's all the accounts including but not limitedto Trust and Retention Account and the Debt-Service Letter of Credit / Reserve Account. The Equity Shares held by promotersin the project company (minimium 51%) shall be pledged to SREI and SBI on a pari-passu basis.




Period of Default Amount Period of Default Amount

Principal March'2017 17,699,754 - -Interest March'2016 12,232,047 March'2016 12,232,047

Principal 5 Year 3 months 110,000,000 4 Year 3 months 110,000,0005 Year 3 months 3,600,000 4 Year 3 months 3,600,000

Principal 6 Years 256,979,169 5 Years 256,979,169

Note - 8 As at March 31, As at March 31,Trade Payables 2017 2016Other than Acceptances

97,073,800 100,262,18997,073,800 100,262,189

Note - 9 As at March 31, As at March 31,Other Current Liabilities 2017 2016Current maturities of long term borrowings (Refer Note 5) 190,937,843 155,537,843Interest accrued and due on term loan 62,709,479 62,709,479Insurance claim 5,000,000 -Other Payables

Statutory remittances (contributions to PF, withholding taxes, etc) 8,989,767 7,530,270Payable for capital goods 23,644,790 23,644,790Advance from customers 20,000,000 20,000,000Other Payables 8,374,815 8,388,557

319,656,694 277,810,939

(Trade, unquoted - Long term, at cost) Number Amount Number Amount

Suryachakra Power Venture Private Limited 15,940 7,223,400 15,940 159,4007,223,400 159,400

Note - 12 As at March 31, As at March 31,Long Term Loans and Advances 2017 2016

Unsecured, considered good (Refer Note No 36 & 37) 85,265,723 88,428,238Doubtful 7,800,000 7,800,000

93,065,723 96,228,238Less: Provision for doubtful advances 7,800,000 7,800,000 -

85,265,723 88,428,238

476,243 476,243Unsecured, considered good - 67,863,011

Other Loans and advancesDoubtful 68,351,751 -

68,351,751 67,863,01168,351,751 -

- 67,863,011Advance incometax(net of provisions Rs.41,22,459(30.06.2012:Rs.98,69,101) 4,122,459 4,122,459

89,864,425 160,889,951

Note - 13 As at March 31, As at March 31,

Other Non Current Assets 2017 2016

Deposits from others

31 March 2016

As At31 March 2016

Less: Provision for doubtful loans and advancesUnsecured, considered good

Other loans and advances

Loans repayable on demand frombanks

Security Deposits

Non Current Investment

Investment in equity instruments of Rs.10 eachfully paid

Capital Advance

Note-11

Total

As atAs at

31 March 2017

As At31 March 2017

Cash credit from State Bank of India is secured by exclusive first charge on the entire current assets of the company bothpresent and future; assignment of LC from Andaman and Nicobar Administration and colateral security on second charge onall fixed assets of the company

Particulars

Interest


(All amounts in Indian rupees, except share data and where otherwise stated)127,574,329 127,574,329

127,574,329 127,574,329

Note - 14 As at March 31, As at March 31,Inventories 2017 2016 Raw Materials and components 29,133,897 24,357,559 Stores and spares 28,301,086 35,151,261

57,434,983 59,508,820

Note - 15 As at March 31, As at March 31,Trade Receivables 2017 2016

Unsecured, considered good 160,669,297 142,601,061Doubtful 37,850,636 37,850,636

198,519,933 180,451,697Less: Provision for doubtful debts 37,850,636 37,850,636

160,669,297 142,601,061 45,253,465 80,238,627

Unsecured, considered good205,922,761 222,838,687

Note - 16 As at March 31, As at March 31,Cash and cash equivalents 2017 2016Cash on handBalances with banks 39,489 64,465

in current account -Refer Note no -33 (iv) 148,181,764 148,306,520

148,221,252 148,370,985

Note - 17 As at March 31, As at March 31,Short-term loans and advances 2017 2016Loans and advances to employees

Unsecured, considered goodPrepaid expenses 3,552,547 2,168,148

Unsecured, considered goodOther loans and advances 928,006,714 928,335,979

Advance to suppliers and othersUnsecured, considered good

Advances recoverable in cash or in kind or for value to be received 3,243,928 2,496,176Unsecured, considered good

934,803,188 933,000,303

Note - 18 As at March 31, As at March 31,Other Current Assets 2017 2016Other Assets 202,462,279 209,532,279

202,462,279 209,532,279

Other trade receivables

Trade receivables outstanding for a period less than six months from thedate they are due for payment (Refer Note 33)

Interest accrued on amonts withheld by Andaman and NicobarAdministration

Note- 10: Fixed assets

As at April 1st, 2016

Additions AdjustmentsAs at

Mar '31, 2017Upto March

'31.2016For the

yearAdjustments

Upto March'31,2017


As atMarch'31, 2016

Land and site development 67,291,429 - - 67,291,429 57,689,931 4,486,095 - 62,176,026 5,115,403 9,601,501

Buildings and roads 253,569,050 - - 253,569,050 238,657,267 7,511,265 - 246,168,532 7,400,518 14,911,783

Plant and machinery (Note 1 and 2) 539,943,659 - - 539,943,659 497,047,632 7,659,309 - 504,706,941 35,236,718 42,896,028

Computers and equipments 4,922,931 - - 4,922,931 4,804,820 84,664 - 4,889,484 33,447 118,111

Furniture and fittings 5,509,725 - 5,509,725 4,506,437 357,768 - 4,864,205 645,520 1,003,288

Office equipment 2,129,362 - - 2,129,362 2,091,104 5,157 - 2,096,261 33,101 38,258

Vehicles 3,237,936 - 3,237,936 2,526,385 268,120 2,794,505 443,431 711,551

Total 876,604,092 0 - 876,604,092 807,323,576 20,372,379 - 827,695,955 48,908,137 69,280,520Previous year 876,604,092 - - 876,604,092 775,380,780 31,942,794 - 807,323,572 69,280,520 101,223,314

Suryachakra Power Corporation LimitedNotes to Consolidated financial statements for the year ended March 31, 2017


ParticularsGross Block Accumulated Deprecation Net Block

ParticularsYear ended

March 31, 2017Year ended

March 31, 2016Note - 19Revenue from operations

Sale of electricity (Refer Note 33) 986,014,534 1,072,352,761Less: Rebate and other deduction 2,605,000 3,192,481

983,409,534 1,069,160,280Other Operating Revenue - Sale of Scrap 1,091,175 503,608

Total 984,500,709 1,069,663,888Note - 21Cost of materials consumed

HSD 919,304,493 945,205,832Lube oil 21,927,588 23,305,873

Total 941,232,081 968,511,706Note-22Operation and maintenance expense

Power & Fuel 954,465 1,053,632Plant expenses 14,457,801 13,926,145Consumption of stores and spares 10,886,733 5,650,667Others

Total 26,299,000 20,630,444Note - 23Employee Benefits Expense

10,907,253 15,178,698394,955 415,778649,031 418,189

11,951,239 16,012,665Note - 24Finance costs

- 19,946,324- 4,296,374- 864,205

145,385 203,934145,385 25,310,837

Note - 25Other expenses

Insurance 3,537,173 2,922,027Rates & taxes 363,974 464,918Legal & Professional Fees 8,418,739 5,752,899Telephone & Internet Charges 612,562 686,563Travelling Expenses 5,778,345 2,651,932Rent 1,749,320 1,643,320Printing & Stationery 1,121,801 554,233Directors Sitting Fees 101,000 84,000Vehicle Maintenance 172,225 105,019Auditors Remuneration - Audit Fees 544,550 531,265Miscellaneous Expenses 2,097,904 3,985,839

24,497,593 19,382,015Total

Total



Salaries and wages Contribution to Provident fund and other fund Staff welfare expenses

Total

Interest on term loanInterest on working capital loanInterest on short term borrowingsBank Charges

As at As atNote - 26 March 31, 2017 March 31, 2016Contingent liabilities and commitments (to the extent not provided for)

- Liquidated damages for delay in commencement of commercial operations 31,570,000 31,570,00070,908,000 70,908,000

(ii) Commitments Nil Nil

Note: 27Disclosures under Section 22 of Micro, Small and Medium Enterprises Development Act, 2006

Note: 28Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

RelationshipMaximum balanceoutstanding at any

time during the year

Maximum balanceoutstanding at any

time during the yearAs at

March 31,2017

As atMarch 31, 2016

2016-17 2015-16

Subsidiary - 705,996,278 705,996,278 705,996,278Subsidiary - 8,100,725 8,100,725 8,100,725

- 28,879,652 28,879,652 28,879,652 - 38,101,314 38,101,314 38,101,314 - 882,045 1,000,000 1,000,000

Note:

(b) All the above loans and advances are interest free.(c) **Net of Provision for Doubtful Advance Rs.705,996,278(d) *** Net of Provision for Doubtful Advance Rs.8,100,725(e) **** Net of Provision for Doubtful Advance Rs.28,879,652(f) ***** Net of Provision for Doubtful Advance Rs.38,101,314(g) ****** Net of Provision for Doubtful Advance Rs.882,045

Note: 29Details of unhedged foreign currency exposures

INREquivalent

US Dollar INR Equivalent US Dollar

Amounts receivable in foreign currency on account of:Loans granted (Gross) 705,996,278 16,409,114 705,996,278 16,409,114

Note: 30Expenditure in foreign currency - Nil

Note: 31Details of consumption of imported and indigenous items



(i) Contingent liabilities(a) Claims against the company not acknowledged as debt

(b ) Corporate guarantee given to Bunge Emissions Fund Limited against the loan provided to Suryachakra Global Enviro Power Limited, a former subsidiary of the company.

The Ministry of Micro, Small and Medium Enterprises has issued an office Memorandum dated August 26, 2008 which recommends that theMicro and Small Enterprises should mention in their correspondence with its customers the Enterpreneurs Memorandum Number as allotted afterfiling of the Memorandum. However, the Company has not received any intimation from suppliers regarding their status under the Micro, Smalland Medium Enterprises Development Act, 2006 and hence disclosures,if any, relating to amounts unpaid as at year end together with interest paid/ payable as required under the said Act, have not been given. Further in the view of the management, the impact of interest, if any, that may bepayable in accordance with the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 is not expected to be material. TheCompany has not received any claim for interest from any supplier under the said Act.

A. Loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company bysuch parties:

Name of the Party

Amount outstanding

Suryachakra Global Ventures Limited**Suryachakra Energy (Chhattisgarh) Private

Suryachakra Thermal Energy (Andhra) Private Enterprisesover which

KeySuryachakra Thermal (Madhya Pradesh) PrivateSuryachakra Power Venture Private

(a) Loans and Advances shown above, fall under the category of ‘Long Term Loans & Advances' in nature of Loans. No repayment schedule has

The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:As at March 31, 2017 As at March 31, 2016



% Amount % AmountImportedRaw material -- -- -- --Spare parts -- -- -- --

IndigenousRaw material 100% 941,232,081 100% 968,511,706Spare parts 100% 10,886,733 100% 5,650,667

Note: 32Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016:

SBNsOther

DenominationNotes

Total

Closing cash in hand as on08.11.2016

0 174,665 174,665

Add: Permitted receipts 0 468,516 468,516Less: Permitted payments 0 388,541 388,541Less: Amount deposited in Banks 0 0 0

Closing cash in hand as on30.12.2016

0 244,640 244,640

Note - 33 : Revenue from A & N Administration

Investment in Subsidiaries and Advances to Subsidiaries :

As atMarch 31,

2017

As atMarch 31,

2016

As atMarch 31, 2017

As atMarch 31, 2016

(a) Suryachakra Energy(chhattisgarh) Private Ltd - 357,000,000 - 8,100,725(b) Suryachakra Global Ventures Ltd - - - 705,996,278

Year ended Year endedMarch 31, 2017 March 31, 2016

(iv) During the year ended 31st March 2016, the Company encashed the Letter of Credit for Rs. 14,80,00,000 extended by the A & N Administrationin its favour and appropriated it against the amounts withheld by the A & N Administration. The State Bank of India which had opened the Letter ofCredit in favour of the Company on behalf of the A & N Administration has held the said amount under lien in the Company's Working CapitalAccount with it and has not released the funds to the Company. Aggreived by the action of the Company and the Bank, the A & N Administration hasapproached the Division Bench of High Court at Kolkata for reversal of encashment. The matter is pending before the Hon'ble High Court of Kolkata.Dues from A & N Administration stated in Para (iii) above is net of the LC encashed

Note:34

(ii) The Company, for the purpose of determining the monthly billings, invoices the A & N Administration based on the costs and formulae asenvisaged in the PPA and as determined by the Order of Joint Electricity Regulatory Commission (JERC), Guregoan dated 29th April, 2015. Pendingfinal confirmation and acceptance of actual cost and the formulae by the A & N Administration, no adjustment is made to the revenue. Suchadjustments, if any will be made in the period in which the amount becomes determinable and is confirmed by the A & N Administration.

(i) The Company’s revenue from sale of electricity is based on the Power Purchase agreement (PPA) entered into with the Andaman and Nicobar (A &N) Administration. The PPA is for a initial period of 15 years and can be extended on mutual terms and conditions for three further periods of five (5)years each. PPA contains a set of pre-defined formulae for calculation of the revenue to be billed on a monthly basis. Such billings as per terms of thePPA include a fixed charge payment, a variable charge payment, incentive payment, foreign exchange adjustment and change-in-law adjustment.

(iii) Revenues for the year ended March 31, 2017 include an amount of Rs.1,80,68, 236/- (Previous year: Rs..6,00,93,376 ) billed by the Company asper applicable provisions of PPA / JERC Order dated 29th April 2015, which has been rejected / withheld by the A & N Administration on the groundsof the technical interpretation of the formulae for computation of such charges. Aggregate receivables as at March 31, 2017 on such withheld amountsworks out to Rs. 16,06,69,297 /- (Previous year: Rs.14,26,01,061/-) on account of such rejections/ withheld amounts. Further, as at 31st March2017, the Company also has to receive an amount of Rs. 12,75,74,329/- from A & N Administration towards interest on the above stated rejections orwitheld amounts which have been recognised in earlier years. Management is pursuing the matter and is confident of recovering the amount. Theamount so far recognised in the books of financial statements upto 31st March 2017 is a part of claim prefered on A & N Administration.In this regard, Honorable Supreme Court of India vide its Order dated 10th May 2016, Ordered A & N Administration to deposit an amount of Rs. 15Crores with Supreme Court for the purpose of consideration of interim relief.

The company as at March 31, 2017 is having the following investments (including advances) in its subsidiaries:

Name of the Subsidiary

Equity Shares Amount Loans and Advance



Status of the subsidiaries is as follows:

(a) Suryachakra Energy(Chhattisgarh) Private Ltd (SECPL):

(b) Suryachakra Global Ventures Ltd (SGVL):

Note: 35

Note: 36Capital Advances :

Note 37:Confirmation of Balances

Note: 38Interest on Borrowings

Note: 39Winding up petition before the Honourable High Court of Andhra Pradesh

Note - 40 : Segment Reporting

During the period ended 30th June 2012, M/s. SBI Global Factors Limited, an unsecured creditor, filed a petition before the Honourable High Court ofAndhra Pradesh for winding up of the company u/s 443 (1) (c) of the Companies Act, 1956. The Honourable High Court of Andhra Pradesh, hadadmitted the petition. The State Bank of India, the holding entity of SBI Global Factors Limited and the principle lender of the Company hasimpleaded opposing the winding up petition. The Company is confident of resolving the matter amicably. Pending the disposal of petition by theHon'ble High Court of Andhra Pradesh the financial statements have been drawn up on a going concern basis.

The Company has not received confirmation of balances from Lenders (Secured / Unsecured and Long Term /Short Term), Trade payables, Creditors forCapital goods and Loans & Advances including Capital Advances outstanding as at March 31, 2017. In the absence of confirmation of balancesprovision for adverse variations, if any, in the carrying amount of these balances are not quantifiable. The management is confident that the settlement ofthes balances will be made at the carrying amounts and no provision is required at present. Adjustments for variances, if any will be made in the year ofsettlement.

(a) Lenders of the Company have initiated legal proceedings against the Company for recovery of their dues. The Company is negotiating with theselenders for settling the dues emicably and has stopped providing interest on these loans from the financial year ended March 31, 2014. The interest, ifany, paid will be recognised in the year of settlement of dispute.

Advances to related parties (Other than to subsidiaries)Unsecured Loans and advances to related parties, considered good, included in Note 12 includes advance to Suryachakra Thermal Energy (Andhra)Private Limited Rs. 2,88,79,652/- and Suryachakra Thermal (Madhya Pradesh) Private Limited Rs. 3,81,01,314/-. The Company in the earlier yearshad given the advances to acquire land/ to incure preliminary expenses in connection with setting up the power projects. Due to financial difficultiestheose companies could not make further progress with regard to their respective projects. The land acquired is yet to be registered in the name of therespective companies. The Company's efforts to bring in strategic investor did not yield any results and in the opinion of the management the recoveryof advances is doubtful, hence a provision for doubtful advances has been made against the entire amount of advance outstanding as at the year end.However, the Company will continue to make efforts to recover the advances given.

In the earlier years, the Company has given Capital Advances for enhancing the capacities and increasing the efficiencies of the existing plant andmachinery. Net advance as at 31st March 2017 aggregate to Rs. 8,52,65,723/- (Previous year: Rs. 8,84,28,238/-). Due to financial difficulties theCompany could not go ahead with the envisaged expansion and modifications. The management is making efforts and expects to recover the balanceamount at the earliest. Hence, no provision in the value of advance is considered at this stage.

SECPL is a 100% subsidiary of the Company and is engaged in setting a coal based power project (with a planned capacity upto 350MW) at SaposVillage, Jangir-Champa District in the State of Chhattisgarh at an estimated project cost of Rs. 1,900 Crores.SECPL has obtained most of the requisite licenses for setting up the project; signed a Memorandum of Understanding (MOU) with Chhattisgarh StateElectricity Board; and entered into an Implementation Agreement with Chhattisgarh State Power Distribution Company Limited, for setting up the saidpower project.SECPL upto March 31, 2016, spent an amount of Rs. 45,59,27,070/-towards advances to suppliers of capital equipments and incidental expenses.Despits best efforts the Company has not been able to mobilize the requisite funds to execute the project, hence, the management made a provision fordiminution in the carrying value of investments and advances.

SGVL is a wholly owned subsidiary of the Company incorporated in Honkong under Companies Ordinance. The Company through SGVL has decidedto acquire a coal mine for captive use by its earstwhile subsidiary companies. With this intention, the Company out of the proceeds of the GDRsissued during the year 2011-12, has advanced an amount of Rs. 85,01,25,542/- (USD 1,90,00,000) to SGVL.SGVL has entered an into an MOU with Symphony Trading and Investments Limited (STIL) for acquiring interests in coal mines in Indonesia. STIL ishaving offices in Singapore, Honkong etc., and having experience in identifying and acquiring suitable coal mines for its clients.Pursuant to the said MOU, SGVL on 28th April 2011, has paid USD 1,90,00,000 as advance to STIL for acquiring interests in two coal mines fromM/s. Surajaya Indelberg in Indonesia. As per the said MOU, STIL has agreed to return the advance if transaction of coal mine acquisition is notsuccessful with in the timelines mutually agreed / extended. Due to change in policies of Indonesia, the transaction could not be completed.In view of the prevailing uncertain conditions relating to coal mining activities in Indonesia, the Company has called back the advance given to STILand making efforts to recover the advance. During the year 2013-14 due to efforts made the Company could recover an amount of Rs. 14,41,29,264/-(USD 25,90,886).Management is confident of recovery of the balance advance, however, as a meassure of prudence a provision for doubtful advances has been made forthe balance outstanding as on March 31, 2017.



Related party transactions

(i) Subsidiary - Suryachakra Energy (Chhattisgarh) Private Limited - Suryachakra Global Ventures Limited

(iii) Key Management Personnel (KMP) represented on the Board of Directors- Dr. S. M. Manepalli, Managing Director- Mr. K Vijay Kumar, Executive Director- Mr. V L Narasimha Rao, Chief Financial Officer- Mr. Suresh Babu, Company Secretary

(iv) Enterprises over which Key Managerial Personnel or their relatives have significant influence (Significant interest entities)- Suryachakra Thermal Energy (Andhra) Private Limited- Suryachakra Thermal (Madhya Pradesh) Private Limited

(v) Non-Executive on the Board of DirectorsMr. R. S. MurthyMr. P.V.Subba raoMr. V.S.MurthyMrs. M.MangatayaruMr. B.P.Vijay RaoMr. V.Subrahmanyam

(c) Particulars of related party transactions and balances

A) Following is a summary of related party transactions:Year ended Year ended

March 31, 2017 March 31, 2016

- 3,600,000b) Mr. K. Vijay kumar 1,248,000 1,248,000c) Sitting fees to Non-executivedirectors

84,000 84,000

d) Mr. V.L.Narasimha rao 1,736,760 1,736,760Total 3,068,760 6,668,760

a) Dr. S.M.Manepalli 212,890 212,890Total 212,890 212,890

a) Dr.S.M.Manepalli 203,296 203,296Total 203,296 203,296

a) Suryachakra Energy (Chattisgarh) Private Limited 357,000,000 -Total - -

a) Suryachakra Global VentureLimited

705,996,278 -

b) Suryachakra Energy (Chattisgarh) Private Limited 8,138,927 -c) Suryachakra Thermal Energy (Andhra) Private Limited 29,368,392 -d) Suryachakra Thermal (Madhya Pradesh) Private Limited 38,101,314 -

Total 781,604,911 -

B) Details of outstanding balances with related partiesAs at As at

March 31, 2017 March 31, 2016

a) Dr.S.M.Manepalli 5,061,130 5,061,130b) Mr. Vijay kumar 681,897 681,8972 Unsecured loan to Subsidiaries and Stepdown Subsidiaries

- 8,100,725ii) Surychakra Global VenturesLtd - 705,996,278

1.Remuneration to Key Management Personnel/ Non-executive directors/a) Dr. S.M.Manepalli

4.Unsecured loan taken from key Managerial Personnel (net)

6.Provision for diminution in value of Investments

7.Provision for doubtful advances

5. Unsecured loan repaid to Key Managerial Personnel

Particulars

1. Remuneration payable to Key Management Personnel

ii) Suryachakra Energy ( Chhattisgarh) Private Limited

The Group's operations predominantly consists of generation and sale of electricity. The coal trading business has been discontinued. Hence there areno reportable segments under the Accounting Standard - 17. The Group's business operations are primarily concentrated in India. The conditionsprevailing in India being uniform, no separate geographical disclosures are considered necessary.

(a) The related parties where control exists are subsidiaries and step down subsidiaries. There are no other parties over which the company has control.

(b) Related parties where control exists and with whom transactions have taken place during the year are as follows:

Particulars

Note - 41



- 30,661,484ii) Suraychakra Thermal ( Madhya Pradesh) Private Limited - 38,101,314

Note - 42 Year ended Year endedEarnings per share March 31, 2017 March 31, 2016Continuing operations

(271,776,182) (98,326,855)

149,632,960 149,632,960

Par value per share 10 10

Earnings per share from continuing operations - Basic and Diluted (1.82) (0.66)

Note - 43

For M.Bhaskara Rao & Co.,

V.K.MuralidharPartner

Place : Hyderabad

Date : 29.05.2017

Net profit / (loss) for the year from continuing operations attributable to the equity shareholders

For Suryachakra Power Corporation Limited

K.Vijay KumarDirector

Dr.S.M.ManepalliManaging Director

Weighted average number of equity shares considered for computation of basic and diluted earningsper share

Previous figures have been recasted/ restated to conform to the current classification

4. Unsecured loan to Enterprises significantly influenced by KMPi) Suryachakra Thermal Energy (Andhra) Private Limited

Form No.MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

CIN: L40103TG1995PLC019554

Name: Suryachakra Power Corporation Limited

Registered Office: Plot No.304-L-III, Road No. 78, Jubilee Hills, Hyderabad – 500096, Ph. No.

91 4030823000, Email ID:[email protected], website: www.suryachakra.in

Name of the Member (s)

Registered Address

E-mail Id:

Folio No /Client Id:

DP Id:

I/We, being the member(s) of ______ equity shares of the above named company, hereby

appoint

1. Name :

Address:

E-mail Id:

or failing him

Signature

2. Name :

Address:

E-mail Id:

or failing him

Signature

3. Name :

Address:

E-mail Id:

or failing him

Signature

as my/ our proxy to attend and vote( on a poll)for me/us and on my /our behalf at the 22nd

Annual General Meeting of the company, to be held on the Thursday, 30th November, 2017

at 10.00 a.m. at Hotel Devi Grand, #11-5-152, Bhavani Nagar, Moosapet ‘X’ Roads,

Hyderabad-500018 and at any adjournment thereof in respect of such resolutions as are

indicated below:

S. No. Resolution(S)

1.

Consideration and adoption of Audited Balance Sheet of the Company for the year

ended 31st March, 2017 and Profit and Loss account for the year ended as on that date

and including Consolidated Financial Statements and Report of Director’s and Auditor’s

thereon.

2. Re-appointment of Mr P V Subba Rao who retires by rotation.

3. Re-appointment of Mr B P Vijaya Rao who retires by rotation.

4. Ratification of Appointment of Auditors and fixing their remuneration.

5. Appointment of Cost Auditors of the Company for the financial year ending 31st

March,

2018.

Signed this ________ day of _____________2017

Signature of Shareholder:________ Signature of Proxy holder(s):_________

Affix

Revenue

Stamp

Notes:

This form of proxy in order to be effective should be duly completed and deposited at the

Registered Office of the Company not less than 48 hours before the commencement of the

Meeting.

Form No.MGT-12

Polling Paper

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the

Companies(Management and Administration) Rules, 2014]

Name of the Company: Suryachakra Power Corporation Limited

Registered Office: Plot No.304-L-III, Road No. 78, Jubilee Hills, Hyderabad – 500096,

Ph.No.914030823000, Email ID: [email protected], website:

www.suryachakra.in

CIN: L40103TG1995PLC019554

BALLOT PAPER

S. No. Particulars Details

1. Name of the first named Shareholder (In Block Letters)

2. Postal Address

3. Registered Folio No. / *Client ID No.

(*applicable to investors holding shares in dematerialized

form)

4. Class of Shares Equity

I hereby exercise my vote in respect of Ordinary / Special Resolutions enumerated below by

recording my assent or dissent to the said resolutions in the following manner:

S.No. Item No. No. of Shares

held by me

I assent to the

resolution

I dissent

from the

resolution

1. Consideration and adoption of Audited

Balance Sheet of the Company for the

year ended 31st March, 2017 and Profit

and Loss account for the year ended as

on that date and including Consolidated

Financial Statements and Report of

Director’s and Auditor’s thereon.

2. Re-appointment of Mr P V Subba Rao

who retires by rotation.

3. Re-appointment of Mr B P Vijaya Rao

who retires by rotation.

4. Ratification of Appointment of Auditors

and fixing their remuneration

5. Appointment of Cost Auditors of the

Company for the financial year ending

31st March, 2018.

Place:

Date: (Signature of the Shareholder*)

(*as per Company records)

SURYACHAKRA POWER CORPORATION LIMITED

Regd. Off: “Suryachakra House”. Plot No.304-L-III, Road No. 78, Jubilee Hills, Hyderabad – 500096.

ATTENDANCE SLIP

22nd ANNUAL GENERAL MEETING

30TH

DAY OF NOVEMBER, 2017, AT 10.00 AM.

1. Regd. Folio No. : ________________________________________

2. Client ID No. : ________________________________________

3. DP ID No. : ________________________________________

4. No. of shares held : ________________________________________

5. Name of the Member / Proxy : _________________________________________

I am a member / proxy for the member of the Company. I hereby record my presence at the

22nd Annual General Meeting of the members of the Company at Hotel Devi Grand, # 11-5-

152, Bhavani Nagar, Moosapet ‘X’ Roads, Hyderabad – 500018.

__________________________

Signature of the Member / Proxy

Note: Please complete and sign this attendance slip and hand it over at the entrance of the

hall.

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