VISION 2025...VISION 2025 “Through the Amara Raja Way, we will be a dominant player in providing integrated solutions in conversion and management of electrical power by leveraging

VISION 2025

“Through the Amara Raja Way, we will be a dominant player in providing integrated solutions in

conversion and management of electrical power by leveraging sustainable technologies.

The focus would be on creating value in energy infrastructure sector by offering knowledge

based products and services, nurturing talent & technology”.

AMARA RAJA WAY

VALUES COLOR ELEMENT MIND STATE

INNOVATION BURGUNDY SPACE SYNTHESISING

EXCELLENCE MAGENTA WIND DISCIPLINED

ENTREPRENEURSHIP ORANGE FIRE CREATIVE

EXPERIENCES BLUE WATER SPIRITUAL

RESPONSIBILITY GREEN EARTH RESPECTFUL AND ETHICAL

AMARA RAJA POWER SYSTEMS LIMITED

Annual Report 2017-18

CORPORATE INFORMATIONBoard of Directors

Dr. Ramachandra N Galla (DIN: 00133761) Chairman

Mr. Jayadev Galla (DIN: 00143610) Vice Chairman

Mr. Vikramadithya Gourineni (DIN: 03167659) Managing Director

Dr. Ramadevi Gourineni (DIN: 01347211) Additional Director (W.e.f. January 11, 2018)

Mr. Siddharth Galla (DIN: 07342402) Non-Executive Director

Dr. Upendranath Nimmagadda (DIN: 00613289) Non-Executive Director

Mr. M Narasimhappa (DIN: 03319847) Non-Executive Independent Director

Mr. Ajay Kumar Dhagat (DIN: 00250792) Non-Executive Independent Director

Management Team

Mr. M M Venkata Krishna VP – Business Development

Mr. Srinivas Venu VP –EPC Projects

Mr. Jwalapathi Rao B Business –Finance Head(w.e.f. September 18, 2017)

Company Secretary

Mr. D Chiranjeevi Raju

Auditors

Statutory Auditor Cost Auditor

M/s Sagar & Associates M/s Nageswara Rao & CoChartered Accountants Cost Accountants H.No.6-3-244/5, Sarada Devi Street H.No.30-1569/2 (Plot No.35) Prem Nagar Ananta Nagar Colony, Neredmet Hyderabad – 500004 Secunderabad -500056

Secretarial Auditor

V Suresh AssociatesPractising Company Secretaries #28, Ganapathy Colony III Street Teynampet, Chennai -600 018

Bankers

State Bank of India, Settipalli, Tirupati, Andhra Pradesh Andhra Bank, Main Branch, Tirupati, Andhra Pradesh

Corporate Identification Number (CIN):U31102AP1984PLC005165

Corporate Operations Office Registered Office:

Terminal A Renigunta - Cuddapah Road

1-18/1/AMR/NR Karakambadi, Tirupati,

Nanakramguda, Gachibowli Andhra Pradesh – 517520

Hyderabad – 500032 Tel: 91(877) 226 5000

Tel: 040-23139000 Fax: 91(877) 228 5600

Website: www.amararajapowersystems.com


Annual Report 2017-18

CONTENTS Page No.

Notice of Annual General Meeting 01

Directors’ Report to the Shareholders 08

Independent Auditors’ Report 35

Balance Sheet 43

Statement of Profit and Loss 44

Cash Flow Statement 45

Notes forming part of the Financial Statements 46

1

NOTICE OF THE ANNUAL GENERAL MEETING

To the Members of Amara Raja Power Systems Limited

NOTICE is hereby given that the 33rd Annual General Meeting of the members of Amara Raja Power Systems Limited will be held on Tuesday, August 28, 2018 at 10.15 A.M. IST at the Registered Office of the Company situated at Renigunta – Cuddapah Road, Karakambadi – 517 520, Tirupati, Andhra Pradesh,to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2018 together with the reports of the Board of Directors’ and Auditors’ thereon and in this regard to consider, and if thought fit, to pass, with or without modification(s), the following resolution, as an Ordinary Resolution:

“RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31, 2018, the report of the auditor’s thereon and the report of the Board of Directors for the financial year ended March 31, 2018, as placed before the 33rd Annual General Meeting be and are hereby received, considered and adopted.”

2. To declare a dividend on the equity shares of the Company for the financial year ended March 31, 2018 and in this regard to consider, and if thought fit, to pass, with or without modification(s), the following resolution, as an Ordinary Resolution:

“RESOLVED THAT the dividend of Rs.4.37/- per share (43.7%) as recommended by the Board of Directors be and is hereby declared on the equity shares of Rs.10/- each of the Company for the year ended March 31, 2018 and the same be paid to those shareholders, in case of shares held in physical form, whose names appear in the register of members as of the close of business hours on August 21, 2018 and in case of shares held in dematerialized form to the beneficiaries as of the close of business hours on August 21, 2018 as per details furnished by the depositories for this purpose.”

3. To appoint a director in place of Mr. Jayadev Galla (DIN: 00143610), who retires by rotation in terms of Article 122 of the Articles of Association of the Company at this Annual General Meeting and being eligible offers himself for re-appointment and in this regard to consider, and if thought fit, to pass, with or without modification(s), the following resolution, as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 152 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time, Mr. Jayadev Galla (DIN: 00143610) who retires by rotation and being eligible for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

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SPECIAL BUSINESS:

4. To appoint Dr. Ramadevi Gourineni (DIN: 01347211) as a Director and in this regard 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 152 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, Dr. Ramadevi Gourineni (DIN: 01347211) who was appointed as an Additional Director by the Board of Directors with effect from January 11, 2018and who holds office up to the date of this Annual General Meeting under Section 161 of the Act and Article 107 of the Articles of Association of the Company, being eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of the director be and is hereby appointed as director of the Company, liable to retire by rotation.”

5. To ratify the remuneration of the Cost Auditors for the financial year 2018-19 and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to M/s.Nageswara Rao & Co, Cost Accountants (Firm Registration No. 000332), appointed by the Board of Directors as Cost Auditors to conduct the audit of the cost records of the Company for the financial year 2018-19, at a remuneration of Rs.80,000/- per annum (Rupees Eighty thousandonly) plus re-imbursement of out of pocket expenses and applicable taxes be and is hereby ratified.”

RESOLVED FURTHER that the Board of Directors and Mr.D.Chiranjeevi Raju, Company Secretary of the Company be and they are hereby severally authorised to do all acts and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the BoardFor Amara Raja Power Systems Limited

D. Chiranjeevi Raju

Place: Hyderabad Company SecretaryDate: July 21, 2018 M.No.FCS7793

Corporate Identification Number (CIN): U31102AP1984PLC005165 Registered Office:

Renigunta-Cuddapah RoadKarakambadi, Tirupati – 517520 Andhra PradeshTel: 91(877) 226 5000 / Fax: 91(877) 228 5600Website:www.amararajapowersystems.com

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NOTES:

1. A Member entitled to attend and vote at the Annual General Meeting (the “meeting”) is entitled to appoint a proxy to attend and vote on a poll, instead of himself / herself and the Proxy so appointed need not be a Member of the Company.

2. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

The proxy form in order to be effective must be deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting.

3. The explanatory statement pursuant to Section 102(1) of the Companies Act, 2013, which sets out details relating to the special business to be transacted at the meeting, is annexed hereto.

4. The registers i.e. Register of Directors and Register of Contracts or Arrangements maintained under Section 170 and Section 189 of the Companies Act, 2013 will be available for inspection to the members at the meeting.

5. The register of members and share transfer books of the Company will remain closed from Thursday,

August 23, 2018 to Tuesday, August 28, 2018 (both days inclusive), for the purpose of determining the entitlement of member to the dividend for the financial year 2017-18, if declared at the meeting.

6. The dividend, if declared, shall be paid on or before September 25, 2018 to those members whose name appear in the register of members as of the close of business hours on August 21, 2018 and in case of shares held in dematerialised form to the beneficiaries as of the close of business hours on August 21, 2018 as per details furnished by the Depositories.

7. The copies of the Annual Report 2017-18 including the notice of the 33rd Annual General Meeting of

the Company, attendance slip and proxy form are being sent by electronic mode to all the members whose e-mail address are registered with the Company/Depositories for communication purposes. For members who have not registered their e-mail address, the aforesaid documents are being sent in the permitted mode.

8. Members may also note that the notice of the 33rd annual general meeting, proxy form and the

Annual Report 2017-18 shall be placed on the Company’s website www.amararajapowersystems.com. The physical copies will also be available at the registered office of the Company for inspection during normal business hours on working days.

9. The route map to the venue of the meeting is furnished herewith and forms part of the Notice.

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10. Members holding shares in physical form are requested to advise any change in their address

immediately.

11. Members seeking any information with regard to the financial statements are requested to write to the Company atleast 7 days before the meeting so as to enable the management to keep the information ready at the meeting.

12. Members are requested to handover the attendance slip, duly signed in accordance with their

specimen signature(s) registered with the Company for admission to the meeting hall.

Statement pursuant to Section 102 (1) of the Companies Act, 2013 (Act)

The following statement sets out all material facts relating to special business mentioned in the accompanying notice dated July 21, 2018 and shall be taken as forming part of the notice.

Item No.4

Dr. Ramadevi Gourineni (DIN: 01347211) was appointed as an Additional Director of the Company by theBoard of Directors with effect from January 11, 2018, pursuant to Section 161 of the Companies Act,2013 (Act) based on the recommendation of the Nomination & Remuneration Committee.

In terms of Section 161 of the Act, Dr. Ramadevi Gourineni holds office only upto the date of the ensuing Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received a notice in writing under the provisions of Section 160 (1) of the Act, from a member proposing her candidature for the office of Director under Section 152 of the Act, along with the requisite deposit.

The Company has received from Dr. Ramadevi Gourineni the requisite disclosures/declarations pursuant to the provisions of the Act.

A brief resume of Dr. Ramadevi Gourineni, as required under Secretarial Standards, forms part of this Notice as Annexure I.

Dr. Ramadevi Gourineni, Dr.Ramachandra N Galla, Mr. Jayadev Galla and Mr. Vikramadithya Gourineni is interested in the resolution as set out at item no.4 of this notice with regard to her appointment as a Director.

The Board commends the Ordinary Resolution set out at Item No. 4 for approval by the shareholders.

Item No.5

The Board of Directors at their meeting held on July 21, 2018 on recommendation of the Audit Committee, approved the appointment of M/s Nageswara Rao & Co, Cost Accountants, Hyderabad as cost auditors of the Company to conduct the audit of the cost records of the Company across various segments, for the financial year 2018-19 on a remuneration of Rs.80,000/- per annum (Rupees Eighty thousand only) plus reimbursement of out of pocket expenses and applicable taxes.

5

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, consent of the Members is sought by way of ordinary resolution as set out at item no.5 of the notice ratifying the remuneration payable to the Cost Auditors for the financial year 2018-19

By Order of the BoardFor Amara Raja Power Systems Limited

D. Chiranjeevi Raju

Place: Hyderabad Company Secretary Date: July 21, 2018 M.No.FCS7793

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Annexure 1

BRIEF PARTICULARS OF THE DIRECTORS PROPOSED FOR RE-APPOINTMENT/APPOINTMENT AT THE ANNUAL GENERAL MEETING AND OTHER DETAILS PURSUANT TO SECRETARIAL STANDARD -2

Name of the Director Mr. Jayadev Galla Dr. Ramadevi Gourineni Director`s Identification Number (DIN)

00143610 01347211

Date of birth 24/03/1966 22/09/1964

Date of appointment 14/08/1993 11/01/2018Qualification Bachelor’s degree in Political

Science and Economics from University of Illinois, USA.

MBBS

Experience & Expertise in specific functional area

He has been the Managing Director of Amara Raja Batteries Limited since August 2003. Prior to this he was the Executive Director of the Company. Under his guidance and directions, the Company has achieved many milestones, viz., including crossing of Rs. 1000 Cr turnover; strategic joint venture partnership with the World’s No.1 automotive battery manufacturer viz., Johnson Controls Inc, USA; expanding footprint in overseas markets especially in the Indian Ocean Rim etc. Mr. Jayadev Galla is passionate about corporate responsibility to society as well as championing eco-friendly business practices. He is a Permanent Trustee of the Rajanna Trust. This Trust established in 1999 is dedicated to rural development and improving the economic conditions of the farmers in Chittoor District, Andhra Pradesh, India. Among other things, Rajanna Trust has executed micro irrigation projects valued at USD 1.00 million which has benefited over 2,000 agricultural families. He is also a director in public and private limited companies of Amara Raja group and other companies.

Serving as Managing Director of Amara Raja Infra Private Limited (An Amara Raja Group Company) from July 21, 2016 and She has vide administrative experience.

Terms & Conditions of As per Company’s Policy on Appointment of Board Members

As mentioned in the Explanatory Statement

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Appointment or re-appointment attached to this NoticeRemuneration last drawn Nil Nil Shareholding in the Company as on 31.03.2018

Nil Nil

Relationship with other directors and KMPs of the Company

Dr. Ramachandra N Galla (Father), Mr. Siddharth Galla, (Son), Dr.Ramadevi Gourineni (Sister), Mr Vikramadithya Gourineni (Nephew)

Dr. Ramachandra N Galla (Father), Mr Vikramadithya Gourineni (Son), Mr.Jayadev Galla (Brother), Mr. Siddharth Galla, (Nephew),

No. of Meetings of the Boardattended during the year

Please refer to the Directors report Please refer to the Directors report

List of Companies* in which outside directorship held

Amara Raja Batteries Limited RNGalla Family Private Limited Mangal Industries Limited Amara Raja Electronics Limited Amaron Batteries Private Limited

Amara Raja Infra Private Limited

RNGalla Family Holdings Private Limited

Nine Nines Life Style Private Limited

Amara Raja Media and Entertainment Private Limited

RNGalla Family Private LimitedG2 Healthcare Private LimitedAmara Raja Infra Private LimitedAmara Raja Industrial Services Private Limited

Chairman/Member of theCommittees* of Board of Directors of Indian Companies

ARPSL – L&I Committee member

* includes directorship/ committee positions in other Indian companies.

# NRC – Nomination & Remuneration Committee

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DIRECTORS' REPORT

ToThe Members Amara Raja Power Systems Limited Tirupati, Andhra Pradesh

Your Directors have pleasure in presenting their report together with the audited financial statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

The highlights of the performance of the Company for the year ended March 31, 2018 is summarized below:

Rs. in Crores

Particulars For the year ended

March 31, 2018 March 31, 2017

Total revenue 416.09 309.21

Expenses 373.41 279.39

Profit before tax 42.68 29.81

Profit after tax 27.23 19.85

Earnings per share in (Rs.) 29.16 34.02

OPERATIONS AND BUSINESS PERFORMANCE

FY18 overall performance point of view, the company has seen a commendable growth as it has seen 35% top line growth and 44% bottom line growth year on year. The growth has come from all round performance. Projects grown by 32% and products & Service grown by about 24% putting the total mixbetween products and projects as 43:57. The products has seen a significant growth in Railways and Service business during the year. The DCPs and batteries have contributed to 25% of the total products business. The profit growth is significant and to be attributable to the operational efficiency of the business both from the point of choosing the right projects and orders, managing the overall costs to ensure the bottom line. The cash flows are well managed during the year by bringing down the interest costs from Rs.4.14 Cr to Rs. 2 Cr, though we have grown the business by 35%.

The DCP supplies to utilities gave a big boost to the top line, we have maintained the swift chargers supplies to improve the standardization and improve operational efficiency. We could grab the new opportunities in the market worth of Rs.6 Cr for the water grid project in Telangana for supplying the LT panels and ensured supplies in short time to meet the customer’s requirements.

It is also to be noted that we could increase the market share in Railways which has boosted the growth for us in products and continues to be stable supporting to maintain the required contribution. This is consolidating our presence in Railways and paving way for future Service Business with them.

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The Company has bagged couple of orders for the IEC 61439 LT panels further to entering into the agreement with L&T. This is giving us new learnings in this business for gaining technical competency in this segment.

During the year we have learnt to bid competitively for bigger solar Projects by getting ourselves qualified to participate in Grid level ground mounted solar Power Plants. We have also won a 33KV underground cable project from AP Transco by which is in line with our strategic objectives. This is part of the solar evacuation project in the Solar green corridor Project at Thalaricheruvu. This will fetch way for us to compete in many smart city underground cable project going forward. We have added the four Paavgada evacuation substations execution for another green corridor projects and are likely to complete the project very soon. This will be another feather on our cap to showcase our capabilities in EPC of 220KV substation along with the transformers and the first location where we have done four substations in single location. We have completed the Dindi 400KV Substation in TS Transco and soon attaining the qualification requirement to participate in future 400KV substations directly without the support of JV. We could also bring many projects to its closure which were under execution.

We are working towards enhancing our Qualification Requirements in the coming year by entering into the new areas, new utilities focusing on the growth markets like HVDS in Distribution Segment, smart city projects in select utilities. As we have acquired the UG cabling project, now we will be focusing to acquire the GIS substations through project specific JVs.

During the year under review the GST implementation has some impact in the pace of the projects in general. Also this has impacted to some extend the EPC industry there by the finalization of orders for both products from EPC and projects from utilities were marginally impacted the progress.

OUTLOOK

Expansion in industrial activity to boost demand for electricity. Growing population and increasing penetration and per-capita usage to provide further impetus. Power consumption is estimated to increase from 1160.1 TWh in 2016 to 1,894.7 TWh in 2022. With this India is poised to have a huge growth in Electrical Industry particularly in Transmission & Distribution segment keeping in view of the Projected Electricity Demand in the country and the plans Government is making to meet the same. The primary growth for generation has to come from the Renewable energy capacity expansion only, like solar and Wind and other renewables. In fact it is also seen due to the lack of adequate T&D network is causing delay in the Renewable energy capacity expansion. The current 364GW is expected to reach 422GW by 2022 with more than 175GW of Renewable capacity. Diversification into renewable sources increasing growth avenues. To support this Generation both Central and state utilities are planning to expand their Transmission network suitably. The expansion plans by PGCIL and the state utilities have projected about 25GW yearly for next five years based on these expansion plans it is quite clear that there are several opportunities for us to participate in this segment in the near future.

Apart from the above there is a huge up gradation of distribution network happening in the country keeping the needs of digitization of networks, smart grid networks, HVDS and smart city infrastructure etc. The Union Budget 2018-19 has allocated Rs 3,800 crore (US$ 586.96 million) towards the Deen Dayal Upadhyay Gram Jyoti Yojana (DDUGJY) and Rs 4,900 crores (US$756.87 million) towards the

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Integrated Power Development Scheme (IPDS). We are closely watching these requirements also and evaluating the opportunities as well.

Also the future Electrical Network will have a huge requirements of EV related infrastructure keeping inview of the Government plans to push the EV usage. Some of the state utilities have already started to involve the industry along with the Government bodies to study and start the pilot projects. We are planning to enhance our capability in this area to participate in the market. Also we are closely monitoring the developments in the Energy Storage Systems and working towards developing the solutions for the same. We have done a pilot project in this area with 0.5MWH grid connected Energy Storage System in our Sister Concern’s requirement at ARGC campus.

Under the Union Budget 2018-19, the Government of India has allocated Rs 4,200 crore (US$ 648.75 billion) to increase capacity of Green Energy Corridor Project along with other wind and solar power projects. As we are executing and completing the UG cable project of 220KV for the Thalaricheruvu solar project by mid of FY19, we can expect getting our QR for the UG cable projects from mid of FY20. Similarly we are executing the Paavgada 220KV Substation projects with Transformer, we can have our own QR for the same from FY20 onwards. We are on the continuous look out to improve our QR by participating in the new projects by exploring the JVs or Consortium opportunities continuously.

DIVIDEND

The Directors recommend a dividend of Rs.4.37/- per equity share for the financial year ended March 31, 2018.

SHARE CAPITAL

The paid up equity share capital of the Company as at March 31, 2018 stood at Rs.9,33,70,840/-comprising of 93,37,084 equity shares of Rs.10/-each. During the year under review, the Company has not issued shares with differential voting rights, employee stock options and sweat equity shares.

CORPORATE ACTION PLANS IMPLEMENTED/ INITIATED DURING THE YEAR ENDED MARCH 31, 2018

a) SHAREHOLDING OF THE COMPANY

The equity shares held by the promoters of the Company was vested with RNGalla Family Private Limited (RFPL), a Company incorporated on July 11, 2017 upon conversion of RNGalla Family & Co; a partnership firm under Part I of Chapter XXI of the Companies Act, 2013. As on March 31, 2018 your Company is a Subsidiary of RFPL.

b) SCHEME OF ARRANGEMENT WITH AMARA RAJA ELECTRONICS LIMITED

Your company filed an application with National Company Law Tribunal (NCLT), Bench at Hyderabad, for merger of Power Products business undertaking of Amara Raja Electronics Limited(AREL) with Amara Raja Power Systems Limited (ARPSL) through a Scheme of Arrangement.

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MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this Report, no material changes and commitments which would affect the financial position of the Company, have occurred between the end of the financial year and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

TRANSFER TO RESERVES

Your directors have proposed to retain a surplus amount of Rs. 70.61 crores in the statement of Profit and Loss and not to transfer to the general reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Jayadev Galla (DIN: 00143610) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

Independent Directors met on January 11, 2018 and reviewed the performance of the Non-Executive Directors and Board as a whole.

The Nomination & Remuneration Committee recommended and the Board appointed Dr. Ramadevi Gourineni (DIN: 01347211) as an Additional Director (Non-Executive) on the Board of Directors of the Company with effect from January 11, 2018 who shall hold office up to the date of the ensuing Annual General Meeting of the Company.

The resolution seeking your approval for Dr. Ramadevi Gourineni (DIN: 01347211) appointment as director is included in the notice of the annual general meeting along with brief details.

The Company is not required to appoint Key Managerial Personnel for the financial year 2017-18pursuant to the provisions of Section 203 of the Companies Act, 2013, as the Company is not fulfilling the criteria.

AUDITORS

Statutory Auditor

M/s. Sagar & Associates, Chartered Accountants, Hyderabad (Firm Registration Number: 003510S) were appointed as the statutory auditors at the Annual General Meeting held on September 15, 2015 for a term of five (5) years from the conclusion of the 30th annual general meeting till the conclusion of the

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35th annual general meeting. The Auditors Report does not contain any qualifications, reservations or adverse remarks.

Cost Auditor

As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules as amended from time to time, the cost records are required to be audited. Based on the recommendation of the Audit Committee, your Board has appointed M/s. Nageswara Rao & Co., Cost Accountants, Hyderabad as cost auditors for the financial year 2018-19. Necessary resolution for ratification of their remuneration is being placed before the shareholders for their approval.Internal Auditor

As per Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time, the Company had appointed M/s Naidu & Rao, Chartered Accountants as internal auditors for the financial year 2018-19.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr.V.Suresh, Practising Company Secretary (C.P.No-6032) to undertake the secretarial audit of the company for the financial year 2017-18. The Secretarial Audit Report in Form MR-3 from them is annexed herewith as Annexure I. The Secretarial Auditors’ Report does not contain any qualifications, reservations or adverse remarks.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirm to the best of their knowledge and belief that in the preparation of the statement of profit and loss for the financial year ended March 31, 2018 and the balance sheet as at that date (“financial statements”).

The directors confirm that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations, subject to the inherent limitations that should be recognized in weighing the assurance provided by any such system of internal controls. These systems are reviewed and updated on an on-going

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basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The audit committee meets at regular intervals to review the internal audit function;

iv) the financial statements have been prepared on a going concern basis.

v) the proper internal financial controls are in place and that such internal financial controls were adequate and were operating effectively

vi) the systems to ensure compliance with the provisions of all applicable laws are in place and were

adequate and operating effectively.

INFORMATION AND DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND THE SECRETARIAL STANDARDS NOTIFIED BY THE CENTRAL GOVERNMENT

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return is prepared in Form MGT-9 as per the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, which forms part of this report and the same is enclosed as an Annexure II.

NUMBER OF MEETINGS OF THE BOARD AND THE ATTENDANCE OF THE DIRECTORS

During the year four meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The meetings of the Board were held on April 3, 2017, May 25, 2017, September 15, 2017 and January 11, 2018. The details of attendance of each director at the meetings held during the year are as follows:

Name of the Director Designation No. of Board Meetings held

No. of Board Meetings attended

Dr. Ramachandra N Galla Chairman 4 4

Mr. Jayadev Galla Vice Chairman 4 4

Mr. Vikramadithya Gourineni Managing Director 4 3

Dr. Ramadevi Gourineni Non-Executive Director 4 2

Mr. Siddharth Galla Non-Executive Director 4 3

Dr Upendranath Nimmagadda Non-Executive Director 4 1

Mr. M Narasimhappa Non-Executive Independent Director 4 3

Mr. Ajay Kumar Dhagat Non-Executive Independent Director 4 4

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COMMITTEES OF THE BOARD

In compliance with the provisions of Sections 177,178 and 135 of the Companies Act, 2013, the Board constituted Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Loan & Investment Committee. The details of composition of the Committees, their meeting and attendance of the members are given below.

AUDIT COMMITTEE

During the year three meetings of the Audit committee of the Board of Directors were convened and held in accordance with the provisions of the Act. The meetings of the Committee were held on May 25, 2017, September 15, 2017 and January 11, 2018. The details of attendance of each director at the meetings held during the year are as follows:

S.No. Name of the Member No. of Audit Committee Meetings held

No. of Audit CommitteeMeetings attended

1 Mr. M Narasimhappa 3 22 Mr. Ajay Kumar Dhagat 3 33 Dr Ramachandra N Galla 3 3

NOMINATION AND REMUNERATION (N&R) COMMITTEE

During the year two meetings of the Nomination and Remuneration committee of the Board of Directors were convened and held in accordance with the provisions of the Act. The meetings of the Committee were held on April 3, 2017 and January 11, 2018. The details of attendance of each director at the meetings held during the year are as follows:

S.No. Name of the Member No. of N&R Committee Meetings

held

No. of N&R Committee Meetings attended

1 Mr. Ajay Kumar Dhagat 2 2 2 Mr. M Narasimhappa 2 2 3 Dr. Upendranath Nimmagadda 2 0

Note: Nomination & Remuneration Committee passed a circular resolution on September 15, 2017

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Nomination and Remuneration Policy adopted by the Board is available on the company’s website: www.amararajapowersystems.com.

15

CORPORATE SOCIAL RESPONSBILITY COMMITTEE

During the year the committee met once i.e. on January 11, 2018 and recommended to the Board the Annual Budgeted Expenditure for financial year 2017-18 in accordance with Section 135 and as per Schedule VII of the Companies Act, 2013. The details of attendance of each director at the meeting held during the year are as follows:

S.No. Name of the Director No. of CSR Committee Meetings held

No. of CSR Committee Meetings attended

1 Dr. Ramachandra N Galla 1 12 Mr. Jayadev Galla 1 1

CORPORATE SOCIAL RESPONSIBILITIES

As part of “Corporate Social Responsibility (CSR) initiatives, the Company had undertook in the areas of Education, Environment, Health, water and Sanitation. The CSR initiatives are largely in accordance with Schedule VII of the Companies Act, 2013.

The Company undertakes Corporate Social Responsibility activities through Rajanna Trust. The Corporate Social Responsibility Policy established by the Board is available on the company’s website: www.amararajapowersystems.com. The Annual Report on CSR activities in annexed herewith as Annexure-III.

REMUNERATION TO DIRECTORS

The remuneration structure of Managing Director/Executive Director comprises of basic salary, commission, perquisites and allowances, contribution to provident fund etc. The remuneration is determined considering various factors such as qualification, experience, expertise, prevailing remuneration in the industry and the financial position of the Company.

All Non-Executive Directors except Galla family are entitled to sitting fee for attending the Board/Committee meetings and also for reimbursement of out of pocket expenses for attending the meetings. A sitting fee of Rs.10,000/- for attending each meeting of the Board, sitting fee of Rs. 5,000/-for attending each meeting of the Committee(s) of the Board was paid to the directors during the year under review. Further the Non-Executive Independent Directors are entitled to sum as decided by the Board as Commission, provided the aggregate of such commission shall not exceed 1% of net profits of the Company per annum.

WHISTLE BLOWER /VIGIL MECHANISM

The Company has established a whistle blower/vigil mechanism to provide an avenue to raise concerns. The mechanism provides for adequate safeguards against victimization of employees who avail of it and also for appointment of an Ombudsperson who will deal with the complaints received. The policy also lays down the process to be followed for dealing with complaints and in exceptional cases, also provides for direct appeal to the Chairperson of the Audit Committee. The Whistle Blower Policy established by the Board is available on the company’s website: www.amararajapowersystems .com

16

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013 (Act). An Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All women employees are covered under this Policy. During the financial year 2017-18, there were no complaints received by the ICC.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or security covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES

All related party transactions that were entered into during the financial year 2017-18 were on arm’s length basis and were in the ordinary course of business.

During the financial year 2017-18, there were no materially significant transactions with the related parties which might be deemed to have had a potential material conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for transactions with the related parties which are of a foreseen and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a regular basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm’s length basis and in the ordinary course of business.

As all the transactions with related parties are on Arm’s length basis and there are no material related party transactions as per the policy adopted by the Company, the particulars of contracts or arrangements with related parties under Section 188 in Form AOC-2 is not required and it is not enclosed herewith.

INTERNAL CONTROLS

The Company has in place adequate system of internal controls commensurate with its size and nature of its operations. The Company’s internal control system covers the following aspects:

Financial propriety of business transactions

Safeguarding the assets of the Company

17

Compliance with prevalent statues, management authorisation, policies and procedures of the

Company

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements. The Management assessed the effectiveness of the Internal Financial Controls over financial reporting as ofMarch 31, 2018, and the Board believes that the controls are adequate.

RISK MANAGEMENT

The Board discusses the significant business risks and the mitigation steps/action plan to mitigate the same, while reviewing the performance of the Company. In the opinion of the Board, there are no major elements of risk which has the potential of threatening the existence of the Company.

The Company is in the process of development and implementation of a risk management policy.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

REGULATORY ORDERS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. There are no outstanding deposits as on March 31, 2018.

SECRETARIAL STANDARDS

The Company complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

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

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed hereto as Annexure IV and forms part of this report.

18

SUBSIDIARIES AND JOINT VENTURES

Your Company has no subsidiaries and joint ventures during the year.

BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 the Board Evaluation is not applicable due to not fulfilling the criteria.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the Company by its customers, vendors, business associates, Banks, Government authorities and employees.

Place : Hyderabad Date : July 21, 2018

On behalf of the Board

Dr. Ramachandra N Galla

Chairman (DIN: 00133761)

19

ANNEXURE-I

Form No. MR-3 SECRETARIAL AUDIT REPORT

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

To The Members ofAmara Raja Power Systems Limited

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. AMARA RAJA POWER SYSTEMS LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of M/s. AMARA RAJA POWER SYSTEMS LIMITED books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended 31st March 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. AMARA RAJA POWER SYSTEMS LIMITED (“the Company”) for the financial year ended on 31st March 2018 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 there under; (NOT APPLICABLE)

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

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

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

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (NOT APPLICABLE)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (NOT APPLICABLE)

20

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (NOT APPLICABLE)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (NOT APPLICABLE)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (NOT APPLICABLE)

(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; (NOT APPLICABLE)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (NOT APPLICABLE)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;(NOT APPLICABLE)

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

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

(ii) The Listing Agreements entered into by the Company. (NOT APPLICABLE)

I further report that the Board of Directors of the Company is constituted with 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.

Adequate notice is given to all directors to schedule the Board Meetings, which is sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: Hyderabad V Suresh Date: 25.05.2018 Practising Company Secretary

FCS No. 2969C.P.No. 6032

21

ANNEXURE-II

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2018 [Pursuant to section 92(3) and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

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:

Sl. No.

Name and Description of mainproducts / services

NIC Code of the Product/ service

% to total turnover of the Company

1 D C Power / Railways 27900 21%

2 Panels 27104 / 27900 12%

3 EPC 42202 56%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No.

Name and Address of the Company

CIN/GLN Holding/ Subsidiary/Associate

% of Shares Held

ApplicableSection

1 CIN U31102AP1984PLC005165

2 Registration Date 06.12.1984

3 Name of the Company Amara Raja Power Systems Limited

4 Address of the Registered office andcontact details

Renigunta-Cuddapah Road, Karakambadi-517520, Tirupati, Andhra Pradesh, India

5 Category / Sub-Category of the Company Company having share capital

6 Whether listed company No

7 Name, Address and Contact details ofRegistrar and Transfer Agent, if any

Not applicable

22

1 RNGalla Family Private Limited, Registered Address: SY. No. 692/1, 693/2; 693/3. 694/2, Karakambadi Village and Post, Renigunta Mandal, Tirupati, Chittoor District, Andhra Pradesh 517520.

U15490AP2017PTC106255

Holding Company

72.21 2(46)

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP PERCENTAGE OF TOTAL EQUITY)

i)Category-wise Shareholding

Category of Shareholders

Shareholding at the beginning of the year Shareholding at the end of the year % Change during the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indian

a. Individual/ HUF - - - - - - - - -

b. Central Government

- - - - - - - - -

c. State Government - - - - - - - - -

d. Bodies Corporate(RNGalla Family Private Limited)

- - - - 6742388 - 6742388 72.21 -

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

f. others (Partners of RNGalla Family&Co.)

6742388 - 6742388 72.21 - - - - -

Sub-total (A) (1): 6742388 - 6742388 72.21 6742388 - 6742388 72.21 -

(2) Foreign - - - - - - - - -

23

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

b) Other -Individuals

- - - - - - - - -

c) Bodies Corporate - - - - - - - - -

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

e) Any Other…. - - - - - - - - -

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

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

6742388 - 6742388 72.21 6742388 - 6742388 72.21 -

B. Public Shareholding

1. Institutions

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

b) Banks / FI - - - - - - - - -

c) Central Government

- - - - - - - - -

d) State Government - - - - - - - - -

e) Venture Capital Funds

- - - - - - - - -

f) Insurance Companies

- - - - - - - - -

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

h) Foreign Venture Capital Funds

- - - - - - - - -

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

Foreign Portfolio Investor (Corporate) Category I

- - - - - - - - -

Foreign Portfolio Investor (Corporate) Category II

- - - - - - - - -

Sub-total (B)(1): - - - - - - - - -

2. Non-Institutions

a) Bodies Corporate

i) Indian - - - - - - - - -

ii) Overseas - - - - - - - - -

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

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

-4500 4500 0.05

-4500 4500 0.05 -

i) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

-849666 849666 9.1

-849666 849666 9.1

24

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

Clearing members - - - - - - - - -

Directors and their relatives

- - - - - - - - -

Foreign nationals - - - - - - - - -

Hindu Undivided Families

- - - - - - - - -

Non Resident Indians -

1740530 1740530

18.64 -

1740530

1740530

18.64

-

Others - Unclaimed suspense account

- - - - - - - - -

Trusts - - - - - - - - -

Sub-total (B)(2): - - - - - - - - -

Total Public Shareholding (B)=(B)(1)+(B)(2)

-2594696 2594696 27.79

-2594696 2594696 27.79

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C)

- 9337084 9337084 100.00 - 9337084 9337084 100.00 -

ii) Shareholding of Promoters

Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

No. of Shares

% of total shares of the Company

% of Shares Pledged / encumbered to total shares

No. of Shares %of total share of the Company

% of Shares Pledged / encumbered to total shares

Dr. Ramachandra N Galla 1708775* 18.30 - - - - -

Mrs. Amara Kumari Galla 513150* 5.50 -

- - - -

Dr. Ramadevi G 942150* 10.09 -

- - - -

Dr. G.V.R.K. Prasad 165000* 1.77 -

- - - -

Mr. Vikramadithya 338219* 3.62 -

- - - -

Mr. Harshavardhana 338219* 3.62 -

- - - -

25

Mr. Jayadev Galla 2060437* 22.07 -

- - - -

Mr. Ashok Galla 338219* 3.62 - - - - -

Mr. Siddharth Galla 338219* 3.62 - - - - -

M/s. RNGalla Family Private Limited - - 6742388 72.21 - -

Total 6742388 72.21 - 6742388 72.21 - -

*As on April 1, 2017 the beneficial interest of above shares is being held by RNGalla Family & Co., a Partnership firm.

#As on March 31, 2018 the total shareholding is 9337084 out of which 6742388 shares held by Promoters as nominees on behalf of RNGalla Family Private Limited.

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Shareholders Name At the beginning of the year Cumulative shareholding during the year

No. of shares

% of total Shares of the

Company

No. of shares % of total Shares of the Company

Dr. Ramachandra N Galla 1708775* 18.30 - -

Mrs. Amara Kumari Galla 513150* 5.50 - -

Dr. Ramadevi G 942150* 10.09 - -

Dr. G.V.R.K. Prasad 165000* 1.77 - -

Mr. Vikramadithya 338219* 3.62 - -

Mr. Harshavardhana 338219* 3.62 - -

Mr. Jayadev Galla 2060437* 22.07 - -

Mr. Ashok Galla 338219* 3.62 - -

Mr. Siddharth Galla 338219* 3.62 - -M/s. RNGalla Family Private Limited# - - 6742388 72.21

Total 6742388 72.21 6742388 72.21

*As on April 1, 2017 the beneficial interest of above shares is being held by RNGalla Family & Co., a Partnership firm.

#As on March 31, 2018 the total shareholding is 9337084 out of which 6742388 shares held by Promoters as nominees on behalf of RNGalla Family Private Limited.

26

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters andHolders of GDRs and ADRs):

Sl No.

For Each of the Top 10 Shareholders

At the beginning of the year

Cumulative shareholding during the year

No. of shares

% of total Shares of the Company

No. of shares


1. Mrs. Usharani Nimmagadda

At the beginning of the year 509850 5.46 - -

At the end of the year - - 509850 5.46

2. Devarajulu N. Katta & Aruna N. Katta



3. Dr.Krishnaradha Chunduri



4. Mrs.Chunduri Durgarani



5. Dr.Chunduri Satyananda Sinha



6. G. N. Naidu



7. Damodara Naidu Athuluru and Padmini Naidu Athuluru



8. Damodara Naidu Athuluru



9. Dr.Krishna P. Reddy



27

v) Shareholding of Directors:

Sl No.

For each of the Directors At the beginning of the year Cumulative shareholding during the year

No. of shares


No. of shares


1 Dr. Ramachandra N Galla 1708775* 18.30 - -

2 Mr. Jayadev Galla 2060437* 22.07 - -

3 Mr.Vikramadithya Gourineni 338219* 3.62 - -

4 Dr. Ramadevi G 942150* 10.09 - -

5 Mr. Siddharth Galla 338219* 3.62 - -

6 Dr. Upendranath Nimmagadda 674850* 7.23 - -

7 Mr M Narasimhappa - - - -

8 Mr. Ajay Kumar Dhagat - - - -

*As on April 1, 2017 the beneficial interest of above shares is being held by RNGalla Family & Co., a Partnership firm. Upon conversion of partnership firm into private limited company on July 11, 2017 the beneficial interest is held by RNGalla Family Private Limited.

V. INDEBTEDNESS

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

Amount in Rs.

10. Dr. Ramakrishna Nadella



Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 1,26,737,177 - - 1,26,737,177

ii) Interest due but not paid

- - - -

28

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl.no.

Particulars of Remuneration Name of MD/WTD/ Manager

Total Amount

Mr. Vikramadithya Gourineni

1 Gross salary 645,000 7,740,000

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

- -

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- -

2 Stock Option - -

3 Sweat Equity - -

4 Commission - -

- as % of profit - 11,666,965

- others, specify - 1,900,000

iii) Interest accrued but not due

- - - -

Total (i+ii+iii) 1,26,737,177 1,26,737,177

Change in Indebtedness during the financial year

Addition - - - -

Reduction 133,032,417 - - 133,032,417

Net Change 133,032,417 - - 133,032,417

Indebtedness at the end of the financial year

i) Principal Amount 259,769,594 - - 259,769,594

ii) Interest due but not paid

- - - -

iii) Interest accrued but not due

- - - -

Total (i+ii+iii) 259,769,594 - - 259,769,594

29

5 Others, please specify -

Total (A) 645,000 21,306,965

Ceiling as per the Act - Shall not exceed 5% of the net profits of the Company calculated under Section 198 of the Companies Act, 2013

- 22,427,210

B. Remuneration to other directors:

Sl. no.

Name of the Director Particulars of Remuneration

Fees for attending board /

committee meetings

Commission Others, please specify

Total Amount

1. Independent Directors

Mr M Narasimhappa 50,000 1,00,000 - 1,50,000

Mr Ajay Kumar Dhagat 65,000 1,00,000 - 1,65,000

Total (1) 1,15,000 2,00,000 - 3,15,000

2. Other Non-Executive Directors

Dr. Ramachandra N Galla - - - -

Mr. Jayadev Galla - - - -

Dr. Ramadevi Gourineni - - - -

Mr. Siddharth Galla - - - -

Dr Upendranath Nimmagadda 10,000 - - -

Total (2) 10,000 - - 10,000

Total (B)= (1+2) 1,25,000 2,00,000 - 3,25,000

Total Managerial Remuneration - - - 3,25,000

Ceiling as per the Act i.e 1% of the net profits calculated under Section 198 of the Companies Act, 2013

- - - 4,485,442

30

# The shareholders at their meeting held on September 15, 2015 approved payment of Commission to Non-Executive Independent Directors upto 1% of the net profits of the Company under the Companies Act, 2013.

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD: Not Applicable

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties, punishment or compounding of offences during the year ended March 31, 2018.

31

ANNEXURE-III

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company’s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes.

The broad focus areas of the Company are as follows:

a. Education b. Health c. Environment d. Rural Development

The activities under the Education include primary, secondary and higher education, skill development of rural youth, providing scholarships to meritorious students of underprivileged and promoting preventive healthcare activities such as providing safe and healthy drinking water, aiding hospitals etc.

Web link: www.amararajapowersystems.com

2. Composition of the CSR Committee:

Name Category

Dr.Ramachandra N Galla, Chairman Non-Executive Director

Mr. Narasimhappa, Member Non-Executive Independent Director

Mr. Ajay Kumar Dhagat, Member Non-Executive Independent Director

3. Average net profit of the Company for last three financial years: Rs.14.6 crores

4. Prescribed CSR Expenditure (2% of the Average Net Profit as in item 3 above): Rs. 29 lakhs

5. Details of CSR spend for the financial year:

a. Total amount spent for the financial year : Rs. 83,91,756/- b. Amount unspent, if any : NILc. Manner in which the amount spent during the financial year is detailed below:

32

CSR project or activity identified

Sector

in

which

the

Project

is covered

Projects or programs

(1) Local area or other

(2) Specify the State and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs

Sub – heads:

(1) Direct expenditure on projects or programs

(2) Overheads

Cumulative expenditure upto to the reporting period

Amount spent : Direct or through

implementing agency*

For development of common infrastructure facilities at the educational complex situated at Petamittathrough “Rajanna Trust”

Education Chittoor District, Andhra Pradesh

Rs.83.92Lakhs

Rs.83.92 Lakhs Rs.83.92Lakhs

Implementing Agency

Rajanna Trust

On behalf of the board

Place: Hyderabad Dr.Ramachandra N GallaDate: July 21, 2018 Chairman

(DIN: 00133761)

33

ANNEXURE-IV

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

(A) CONSERVATION OF ENERGY (i) the steps taken or impact on conservation of energy

Lighting system of ground floor production, Transformer Production and First Floor production (60% Completed) has been changed from florescent lamps to LED lighting which has reduced the power consumption by 23% ie from Rs.8,40,704/- of FY 16-17 to Rs. 6,39,944/- for FY 17-18

The overall consumption of power utilization has been reduced by 17%, i.e. from Rs. 62,18,592/- of FY 16-17 to Rs. 51,17,536/- of FY 2017-18.

An overall power saving of around Rs.11,01,056/- per year for the complete production and office area by introducing the timers to the Air conditioners and other initiatives.

(ii) the steps taken by the company for utilising alternate sources of energy

5KW solar system with on-grid inverter has been installed at ARPSL rooftop for R&D study and for In-house consumption. This system is generating on an average 20 units per day and thereby giving the net saving of Rs.50,249/- for last 12 months with estimated Rs.50,000/-savings per annum.

(iii) the capital investment on energy conservation equipment’s - Not Applicable

(B) TECHNOLOGY ABSORPTION

(i) the efforts made towards technology absorption

Dedicated R&D resources allocated towards developing a technology platform for Battery Management System (BMS) for Lithium Ion battery packs for EV and stationary applications.

Invested in developing technology platform for Micro Inverter. Micro Inverter is intended towards maximizing the energy yield from the roof solar installations for residential use. DSIR certification for in-house R&D has been established.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

Designed, Manufactured and successfully installed & commissioned 250KW/500KWH Grid scale Battery Energy Storage Solution (BESS) along with skid mounted substation for power evacuation.

34

Fail safety validation was successfully completed on IPS through ERTL-Kolkata certification agency.

Designed, manufactured and successfully commissioned an Innovative and cost effective power evacuation system for solar grid tie application. This technology uses multi winding power transformers and outdoor central Inverters on the skid. This is a ready to ship product to the site.

Successfully qualified L&T audit and adopted the IEC 61439 designs with breakthrough orders and new segments like Navy and BARC.

Design optimization and successful execution of LT panels for irrigation segment mission Bhagiratha project.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

(iv) expenditure incurred on Research and Development

(Rs. in Crores)Particulars 2017-18 2016-17

a) Capital Nil Nil

b) Recurring 0.68 0.59

c) Total 0.68 0.59

d) Total expenditure as a % on Total Turnover 0.16 0.19

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in Crores)

Particulars 2017-18 2016-17

Foreign exchange used 0.27 0.14

Foreign exchange earned 0.17 0.39

Place : Hyderabad Dated : July 21, 2018

On behalf of the Board

Dr. Ramachandra N Galla Chairman (DIN: 00133761)

35

INDEPENDENT AUDITOR’S REPORT

To The Members of M/s. Amara Raja Power Systems Limited Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Amara Raja Power Systems Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss for the year and the cash flow statement 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 in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of 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 and matters which are required to be included in the audit report under the provisions of the Act and the Rules 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 the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures 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 due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

36

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018; and

b) in the case of the Profit and Loss Account, of the Profit for the year ended on that date.

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government 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 our

knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.

d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate report in “Annexure B” and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company did not have any pending litigations which would impact on its financial position.

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

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iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For Sagar and Associates Chartered AccountantsFRN: 003510S

Place: HyderabadDate: July 21, 2018

V. Vidyasagar Babu Partner Membership No. : 027357

38

“ANNEXURE – A” TO AUDITORS’ REPORT IN TERMS OF CARO-2016 ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2018 0F AMARA RAJA POWER SYSTEMS LIMITED

i. a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) Fixed assets of the company have been physically verified by the management during the year as per the programme designed by the management, which in our opinion is reasonable having regard to the size of the company and nature of its assets. Discrepancies noticed on physical verification by the management, which are not material, have been properly dealt with in the books of accounts of the company.

c) As per information and explanation provided to audit, the title deeds of the immovable properties are held in the name of the company.

ii. The inventory has been physically verified by the management at reasonable intervals. Discrepancies noticed on physical verification by the management, which are not material, have been properly dealt with in the books of accounts of the company.

iii. The company has not granted any loans secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clause (iii) (a), (b) and (c) of the Order are not applicable to the company and hence not commented upon.

iv. The company has not provided/made any loans, investments, guarantees and securities under the provisions of Section 185 and 186 of the Companies Act, 2013.

v. The company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

vi. We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148 of the Act, and are of the opinion that , the prescribed accounts and records have been made and maintained.

vii. a) According to information and explanation given to us, undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues as applicable have been regularly deposited with the appropriate authorities in all cases. According to information and explanation given to us, there are no undisputed dues outstanding as at 31st March 2018 for a period of more than six months from the date they became payable.

b) As per information and explanation given to audit, there are no dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax which have not been deposited on account of any dispute. However, according to information and explanation given to us dues of disputed tax and cess not being paid/partly paid under protest vis-a-vis forum where such disputes are pending is given under:

39

S.No

State Tax Year Forum Issue involved

Amount disputed (Rs.)

Status

Total Tax Paid

under protest

Not paid

1

Kerala CST 2006-07 Tribunal

CST levied on value of defective

spares sent to Tiruapti

factory for repair.

4,06,622 3,03,857 1,02,765

Pending before

Tribunal

Kerala CST 2007-08 Tribunal 1,76,620 1,31,850 44,770

Kerala CST 2008-09 Tribunal 1,20,990 94,326

26,664

Kerala CST 2009-10 Tribunal 12,760 11,221

1,539

Kerala CST 2006-07 Tribunal 5,42,162 3,54,870

1,87,292


89,072


65,821

Kerala CST 2009-10 Tribunal 22,220 14,689

7,531

2 AP CST 2012-13 STAT, Vizag

CST levied at higher rate on

interstate sales for non submission of C forms etc.

45,00,759 15,27,190 29,73,569

Appeal filed and waiting for P.H

3 AP IT 2009-10 CIT (Appeal), Tirupathi

Assessed Income is morethan

return/reported Income

46,10,199 7,00,000 39,10,199 Waiting for P.H

Total 1,08,40,708 34,31,486 74,09,222

viii. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks or financial institutions. The company has not taken any loans or borrowing from the Government and has not issued any debenture holders.

ix. As per information and explanation provided to audit, the company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and term loans. Accordingly, the provisions of clause (ix) of the Order are not applicable to the company and hence not commented upon.

x. According to the information and explanations given to us, based on the examination of books & records of the company and in accordance with the generally accepted auditing practices in India, no fraud by the company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

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xii. In our opinion, the company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the CARO, 2016 are not applicable to the company.

xiii. According to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

xiv. Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

xv. According to the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with him.

xvi. The provisions of clause 3 (xvi) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon

For Sagar & Associates Chartered Accountants FRNo: 003510S (V. Vidyasagar Babu) Partner Membership No: 027357 Place: HyderabadDate: July 21, 2018

41

Annexure -B to the Independent Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Amara Raja Power Systems Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the financial statements 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 controls based on the internal control over financial reporting criteria established by the Company considered the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls 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 detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation 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 financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by ICAI and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for 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 provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'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 the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

42

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with 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 the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI. For Sagar & Associates Chartered Accountants FRNo: 003510S (V. Vidyasagar Babu) Partner Membership No: 027357 Place: HyderabadDate: July 21, 2018

Particulars Note No.EQUITY AND LIABILITIES

Shareholders' funds Share capital 2 93,370,840 93,370,840 Reserves and surplus 3 1,021,968,955 786,232,007

1,115,339,795 879,602,847 Non-current liabilities Long-term borrowings 4 705,653 2,189,182 Long-term provisions 5 193,848,878 139,391,949

194,554,531 141,581,131 Current liabilities Short-term borrowings 6 258,376,247 123,047,022 Trade payables 7 1,408,447,362 823,214,028 Other current liabilities 8 657,639,984 158,000,739 Short-term provisions 5 173,461,933 55,092,870

2,497,925,526 1,159,354,660 Total 3,807,819,852 2,180,538,638

ASSETS

Non-current assets Fixed assets 9 Tangible assets 103,921,620 103,976,782 Intangible assets 1,061,062 913,874 Good will -A/c 2,744,041 5,488,071 Capital Work-in-progress 97,996,356 23,164,741

205,723,079 133,543,468 Non-current investments 10 456,000 456,000 Deferred tax asset 11 34,083,390 23,015,805

240,262,469 157,015,272 Current assets Inventories 12 189,129,642 189,173,945 Trade receivables 13 2,673,357,616 1,343,454,229 Cash and bank balances 14 103,365,514 121,427,689 Short-term loans and advances 15 564,954,345 343,056,197 Other current assets 16 36,750,266 26,411,310

3,567,557,383 2,023,523,366 Total 3,807,819,852 2,180,538,638

For Sagar and AssociatesChartered AccountantsFirm Registration No.003510S Jayadev Galla

Chairman Vice Chairman

V.Vidyasagar Babu Partner(Membership No.027357) Vikramadithya Gourineni

Managing Director

D.Chiranjeevi RajuCompany Secretary

Place : HyderabadDate : July 21 , 2018

43

AMARA RAJA POWER SYSTEMS LIMITED BALANCE SHEET AS AT MARCH 31, 2018

Amount in Rs.As at March 31,2017As at March 31,2018


For and on behalf of the Board

The accompanying notes are an integral part of the financial statements

As per our report of even date attached

Jwalapathi Rao BChief Financial Officer

Amount in Rs.Year ended Year ended

March 31,2018 March 31,2017REVENUE

Revenue from operations 4,177,611,182 3,215,662,264 Less : Excise duty 25,298,653 131,970,372

Net revenue from operations 17 4,152,312,529 3,083,691,892 Other income 18 8,596,566 8,410,682

TOTAL REVENUE 4,160,909,095 3,092,102,574

EXPENSES

Cost of materials consumed 19 3,218,265,654 2,282,809,169 Changes in inventories of finished goods, work-in-process 20 (48,731,744) 579,854 Employee benefits expense 21 299,923,907 235,398,265 Finance costs 22 20,015,043 41,409,080 Depreciation and amortisation expense 23 13,026,679 13,209,317 Other expenses 24 231,640,179 220,553,180

TOTAL EXPENSES 3,734,139,718 2,793,958,865

Profit before tax 426,769,377 298,143,709

Less : Tax expensei) Current tax

Provision for Tax 165,576,863 116,836,823 Less : MAT Credit entitlement - - Net Current Tax 165,576,863 116,836,823

ii (DTA )/DTL (11,067,585) (17,229,971) iii) Earlier year's excess (Short) provision - -

Profit for the year 272,260,100 198,536,857 Basic EPS 32 29.16 34.02



V.Vidya Sagar Babu Partner(Membership No.027357) Vikramadithya Gourineni Managing Director Chief Financial Officer

D.Chiranjeevi Raju Company Secretary


44



The accompanying Notes are an integral part of the financial statements

Dr.Ramachandra N Galla


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018

Note No.

Jwalapathi Rao B

Particulars

ParticularsI. CASH FLOW FROM OPERATING ACTIVITIESProfit before tax from continuing operations 426,769,377 298,143,709 Add/Less: Adjustments for:a. Depreciation 13,026,679 13,209,317 b. Loss on sales of tangible fixed assets 1,359,600 446,580 c. Interest (Including interest on Trade payables) 23,279,796 40,644,972 d. Bad debts written off 31,744 8,713,000 e. Provision for doubtful debts 10,806,015 34,262,876 f. Exchange (gain)/loss on restatement (996) 3,125,814 g. Provision for leave encashment 1,589,112 8,411,417 h. Provision for gratuity - 1,447,311 j. Provision for warranty 3,247,345 1,000,000 k. Dividend received - (22,800) l. Interest received (5,190,371) (6,092,392) m. Insurance claim received (1,102,179) n. Provision for doubt ful debts written Back (1,043,598) (556,392) o. Provision for expected loss on projects 1,061,266 4,658,699 p. Credit Balances written back (1,260,418) (1,721,947) q. Fixed Assets writte off 2,265,514 1,257,581

48,069,509 108,784,036 Operating profit before working capital changes 474,838,886 406,927,745 Add/Less: Adjustments for working capital changesa. Decrease/(increase) in inventories 44,303 (24,903,048) b. Decrease/(increase) in trade receivables (1,339,697,550) (261,680,053) c. Decrease/(increase) in loans and advances (243,304,689) (212,654,956) d. Increase/(decrease) in trade and other payables 1,253,062,259 408,976,097

(329,895,678) (90,261,960) Cash generated from operations 144,943,208 316,665,785 Less : 1. Income tax paid 154,509,278 99,606,852.00

- Net cash from operating activities - A (9,566,070) 217,058,933

II. CASH FLOW FROM INVESTING ACTIVITIESa. Purchase of tangible fixed assets (15,752,408) (6,722,449) b. (Increase)/decrease in capital work in progress (74,831,615) (23,164,741) c. Sales of tangible fixed assets 1,752,625 478,532 d. Investment in Partnerhip firm - - d. Interest received on bank and other deposits 5,190,371 6,092,392 e. Dividend received - 22,800 f. Insurance claim received 1,102,179 Net Cash from investing activities - B (82,538,847) (23,293,467)

III. CASH FLOW FROM FINANCING ACTIVITIESa. Increase/(decrease) in borrowings 133,845,695 (361,648,625) b. Interest paid (23,279,796) (40,644,972) c. Increase in Share capital - 280,112,520 d. Dividend Paid (36,523,157) Net cash from financing activities - C 74,042,742 (122,181,077) Net cash flow from all activities (A+B+C) (18,062,175) 71,584,390

Opening cash and bank balances 121,427,689 49,843,299 Add: Net increase/(decrease) in cash & cash equivalents (18,062,175) 71,584,390 Closing cash and bank balances 103,365,514 121,427,689

0



Vice Chairman

V.Vidya Sagar BabuPartner Vikramadithya Gourineni Jwalapathi Rao B(Membership No.027357) Managing Director

D.Chiranjeevi RajuCompany Secretary


45

M/s Amara Raja Power Systems LimitedCash Flow Statement for the year ended March 31, 2018

Amount in RsYear ended 31.03.2018 Year ended 31.03.2017


Dr. Ramachandra N GallaChairman

Chief Financial Officer

46

SCHEDULE – 1

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Accounting

Financial Statements are prepared under historical cost convention and are in accordance with generally accepted accounting practices and under going concern assumptions. The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, (“the Act”). The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year and are as follows:

2. Use of Estimates

The preparation of financial statements in conformity with the generally accepted accounting policies requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. The actual results and estimates are recognized in the period in which the results are known/materialize.

3. Fixed Assets

The Fixed Assets are stated at the cost of acquisition including freight, Duties & Taxes (net of MODVAT/CENVAT & VAT and GST Credit availed) and other attributable costs incurred to bring the assets to its working condition for its intended use.

Capital Work in Progress:

Projects under which tangible fixed assets are not yet ready for their intended use are carried at cost, comprising direct cost related incidental expenses and attributable interest.

4. Depreciation

Depreciation is written off under the straight line method at the rates given below based on technical valuation of the estimated life of the assets. The addition of assets during the year is provided on prorate basis.

PARTICULARS RATES Plant & Machinery 20%Construction Accessories 20%

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Computers 33.33%Office Equipment 20%Mobile Phones 50%Vehicles 20%Bicycles 100%Lease holds Improvements 33.33%Furniture & Fixtures 20%

5. Inventories

The stock of construction materials, stores, spares and embedded goods and fuel is valued at cost or net realisable value, whichever is lower. Cost is determined on weighted average basis and includes all applicable cost of bringing the goods to their present location and condition.

Project Work-in-Progress is valued at the contract rates and site mobilisation expenditure of incomplete contracts is stated at the lower of cost and net realisable value.

6. Revenue Recognition

Construction Contracts:

In respect of its revenue from construction contracts, the company follows the percentage completion method on the basis of total contract cost incurred as on date of balance sheet, taking into account the contractual price and revision thereto by estimating total revenue and total cost till completion of the contract and the profit so determined has been accounted for, proportionate to the percentage of the actual cost incurred.

Foreseeable losses are accounted for as and when they are determined except to the extent they are expected to be recovered through claims presented or to be presented to the customer.

Supply Contracts:

Revenue from supply contract is recognised when the substantial risk and rewards of ownership is transferred to the buyer, which is generally on dispatch, and the collectability is reasonably measured. Revenue from product sales are shown as net of all applicable taxes and discounts

Lease Income:

As part of its business activity, company has leased out certain portion of land for a period of 99 years and the lease rent of the same has been recognized at the inception of lease term in accordance with guidance note prescribed by ICAI.

Other Income:

Interest income is recognized on accrual basis. Dividend Income is recognized when right to receive the payment is established.

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7. Foreign Currency Transactions

Foreign Exchange Transactions are recorded at the rate prevailing on the date of documentation/record in the books and same is adjusted for the difference at the rate of exchange arising on the actual date of payment.

Balances in Current Assets and Liabilities arising out of foreign exchange transactions are restated at the exchange rate prevailing at Balance Sheet date and resultant gain or loss is accounted to revenue during the year.

8. Employee Benefits

Employee benefits include Provident Fund, Superannuation Fund, Employee State Insurance Scheme, Gratuity Fund, Compensated Absences, Anniversary Awards, Premature Death Pension Scheme and Total Disability Pension Scheme.

Defined contribution plans

The Company’s contribution to Provident Fund, Superannuation Fund and Employee State Insurance Scheme are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

Defined benefit plans

For defined benefit plans in the form of Gratuity Fund, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the schemes.

Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. The cost of short-term compensated absences is accounted as under: a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and b) in case of non-accumulating compensated absences, when the absences occur.

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Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date. Anniversary Awards, Premature Death Pension Scheme and Total Disability Pension Scheme are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date.

9. Borrowing Costs

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalized as a part of that asset. Other borrowing costs are recognized as expenses as and when incurred.

10. Taxation:

a) Current Tax Provision for current tax is made with reference to taxable income computed for the financial year as per the applicable provisions of Income Tax Act. Any excess or short provision is recognized in the year in which the tax amount is determined.

b) Deferred Tax

Deferred tax, being tax on timing difference between taxable income and accounting income, that originate in one year and capable of reversal in one or more subsequent years, has been recognized. Deferred tax asset is recognized only if there is reasonable certainty that it will be realized and will be reviewed for the appropriateness of its respective carrying value at each balance sheet date.

11. Impairment of Assets

The company makes an assessment of any indicator that may lead to impairment of assets on annual basis. An asset is treated as impaired when the carrying cost of the asset exceeds the recoverablevalue which is higher of net selling price and value in use. Any impairment loss is charged to profit and loss account in the year in which it is identified as impaired.

12. Contingent Liabilities and Provisions

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized in the accounts, but are disclosed after a careful

50

evaluation of the concerned facts and legal issues involved. Contingent assets are neither recognized nor disclosed in the financial statements.

13. Investments

Long-term investments, are carried individually at cost less provision for diminution, other than temporary, in the value of such investments. Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees and duties.

14. Cash Flow statement

Cash flow statement is prepared under Accounting Standard 3 ‘Cash Flow Statements’ specified under Section 133 of the Act. ‘Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature. Cash comprises cash on hand and demand deposits with banks.

15. Earnings per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and weighted average number of equity shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

As at As at31.3.2018 31.3.2017

Equity share capitalAuthorised10,000,000 Equity shares of Rs.10/ each 100,000,000 100,000,000 Issued capital93,37,084 Equity Shares of Rs.10/-Each 93,370,840 93,370,840 Subscribed and paid up capital93,37,084 Equity Shares of Rs.10/-Each 93,370,840 93,370,840 Total 93,370,840 93,370,840

No. of Shares Amount No. of Shares Amount

9,337,084 93,370,840 4,668,542 46,685,420 - - 4,668,542 46,685,420 - - - -

9,337,084 93,370,840 9,337,084 93,370,840

No. of shares held % holding No. of shares held % holdingRNGalla Family Private Limited # 6,742,388 # 72.21 0 0

- - 1,708,775 * 18.30 Mr. Jayadev Galla - - 2,060,437 * 22.07 Dr. G Ramadevi - - 942,150 * 10.09 Mrs. Amara Kumari Galla - - 513,150 * 5.50

674,850 7.23 674,850 7.23 509,850 5.46 509,850 5.46

# Dr Ramachandra Naidu Galla is the only individual who holds more than 25% in RNGalla Family Private Limited.* The beneficial interest of above shares is being held by M/s. RNGalla Family & Co. a Partnership firm. 51

NOTES FORMING PART OF THE FINANCIAL STATEMENTSAMARA RAJA POWER SYSTEMS LIMITED


Note 2 : Share Capital (Amount in Rs.)

Particulars

Equity share capitalShares outstanding at the beginning of the year Shares issued during the year

Particulars

b) Rights, preferences and restrictions attached to equity shares

Name of shareholder

a) Reconciliation of number of shares outstanding at the beginning and end of the year

Shares outstanding at the end of the year

(Amount in Rs.)31.3.2018

c) Shareholders holding more than 5% of shares in the Company

31.3.2017

The Company has one class of equity shares having a face value of Rs.10/- each. Each holder of equity share is eligible for one vote per share held. Any dividend proposed by the Board of Directors is subject to approval of theshareholders in the Annual General Meeting, except in case of interim dividend. In the event of liquidation, the holders of equity share will be entitled to receive the remaining assets of the Company after distribution of allpreferential amounts, in proportion to their shareholding.

Shares bought back during the year

As at 31.3.2017As at 31.3.2018

Dr. Upendranath NimmagaddaMrs. Usharani Nimmagadda

Note 3 : Reserves and Surplus ( Amount in Rs.)

292,141,940 292,141,940

As per last Balance sheet 23,695,266 23,695,266 Add: Transfer from surplus in the statement of profit and loss A/c

23,695,266 23,695,266

As per last Balance Sheet 470,394,795 271,857,938 Add: Profit for the year 272,260,100 198,536,857 Profit before Dividend 742,654,894 Less: Dividend Paid for FY 2016-17 (Including DDT) 36,523,157 Amount available for appropriation 706,131,737 470,394,795 Less: Appropriations Transfer to general reserve - -

706,131,737 - 470,394,795 Total 1,021,968,943 786,232,001

As at 31.3.2018 As at 31.3.2017 As at 31.3.2018 As at 31.3.2017

From Others : Car loan from Kotak Mahindra Prime Limited - 420,567 265,751 908,541 From Others : Car loan from ICICI Bank Ltd 705,653 1,768,615 421,943 592,432

Total 705,653 2,189,182 687,694 1,500,973

(Amount in Rs.)One loan

amounting to Rs.22,85,000

One loan amounting to Rs.8,28,000

One loan amounting to Rs.16,95,000

10.20% 9.98% 9.50%60 60 48

48853 17,585 42,5906 Months 8 Months 30 Months

As at As at As at As at31.3.2018 31.3.2017 31.3.2018 31.3.2017

16,764,208 13,983,969 10,110,340 546,701 14,881,142 14,513,576 10,110,340 546,701 1,883,066 (529,607) - -

20,362,118 18,057,901 505,674 1,220,779

165,576,863 116,836,823 169,708,914 52,872,091 6,026,831 5,026,831 3,247,345 1,000,000

193,848,878 139,391,948 173,461,933 55,092,870

52

Securities premium accountGeneral reserve

a) Income tax

Surplus in the Statement of Profit and Loss

b)Terms loansThe term loans from Kotak Mahindra Prime Limited and ICICI Bank are secured by hypothecation of Cars purchased under the loan.The terms of repayment are as follows.

1) Interest rate

As at 31.3.2018

Particulars

Employee benefitsa) Gratuity

2) Number of installments3) Amount of each installment4) Period of maturity from the balance sheet date

Totalb) Product warranty

Less: Fund with Life Insurance Corporation of India

Particulars

Others

Short-term( Amount in Rs)

Note 5 : Provisions

Long-term

As at 31.3.2017Particulars

Particulars

b) Leave encashment (Unfunded)

Current maturities( Amount in Rs.)

Non-current portion

Note 4 : Long-Term Borrowings

a)Term Loan : Secured

( Amount in Rs)Year ended 31.03.2018

Year ended 31.3.2017

5,623,451 3,899,163 1,930,861 1,149,102 6,516,379 4,094,175

(Amount in Rs)

Gratuity Earned Leave Gratuity Earned Leave14,530,670 19,278,681 11,773,068 10,867,264 1,196,593 3,108,665 930,969 1,472,263 1,162,454 1,257,614 941,846 803,556

(1,433,644) (960,534) (379,973) (191,483) 11,418,475 (1,816,633) 1,264,760 6,327,081

26,874,548 20,867,793 14,530,670 19,278,681

(Amount in Rs)

Gratuity Earned Leave Gratuity Earned Leave1,196,593 3,108,665 930,969 1,472,263 1,162,454 1,257,614 941,846 719,257

(1,254,509) - (1,136,767) - 11,418,475 (1,816,633) 1,264,760 (12,346)

12,523,013 2,549,646 2,000,808 2,179,174

(Amount in Rs)

Gratuity Earned Leave Gratuity Earned Leave15,060,277 - 13,756,782 - 10,110,340 - 546,701 - 1,254,509 - 1,136,767 -

(1,433,644) (960,534) (379,973) (191,483) Fund transferred (Net) - -

24,991,482 - 15,060,277 - (2,400,175) 20,867,793 (787,269) 19,278,681

(2,400,175) 20,867,793 (787,269) 19,278,681

2017 - 18 2016 - 17100% 100%

53

Employee benefits (Disclosure required by AS-15)

2. Defined Benefits Plans

Particulars

Particulars

Interest cost


a) Reconciliation for changes in present value of defined benefits obligationsYear ended 31.03.2018

Actual return

Current service cost

Actual return on plan assetsBenefits paid

Net expenses recognised in the statement of profit and lossNet actuarial gain

Particulars

Particulars

c) Reconciliation for change in fair value of plan assets


Net liability recognised in the balance sheetPresent value of unfunded obligations

d) The major categories of plan assets as a percentage of total plan (Gratuity only)

b) Expenses recognised in the statement of profit and loss account

1. Defined Contribution Plans

Employer's contribution to Employees State Insurance

During the year as per AS 15 the Company has recognised the following contribution amounts in the statement of profit and loss

Present value of obligations at beginning of the year

Contributions

ParticularsQualifying Insurance Policy

Present value of obligations at end of the year

Fair value of plan assets at year beginning

Fair value of plan assets at year end

Net actuarial gain

Current service cost


Employer's contribution to Provident Fund

Interest costBenefits paid


Employer's contribution to Superannuation fund


Gratuity Earned Leave Gratuity Earned Leave8.00% 7.73% 8.00% 8.00%

10.00% NA 9.00% NA8.00% 9.00% 8.00% 9.00%8.00% 10.00% 7.00% 10.00%

IALM(2006-08)Ult IALM(2006-08)Ult

1) Gratuity (Funded) (Amount in Rs)2017-18 2016-17 2015-16 2014-15 2013-14

26,874,548 14,530,670 11,635,244 11,289,097 10,437,006 24,991,482 15,060,277 13,678,440 13,990,737 12,461,222 1,883,066 (529,607) (2,043,196) (2,701,640) (2,024,216)

2) Encashment of earned leave - (Un funded) (Amount in Rs)2017-18 2016-17 2015-16 2014-15 2013-14

20,867,793 19,278,681 10,867,264 9,293,336 8,069,851 20,867,793 19,278,681 10,867,264 9,293,336 8,069,851 (1,816,633) 6,327,081 (12,346) (1,597,684) (2,826,031)

3) Details of provision for warranty expense (Amount in Rs.)Year ended Year ended31.03.2018 31.03.2017

6,028,239 5,028,239 6,957,185 1,000,000

(3,711,248) - 9,274,176 6,028,239

As at As at31.03.2018 31.03.2017

Cash Credit57,294,083 16,908,621

167,695,547 46,568,200 33,386,617 59,570,201

258,376,247 123,047,022

54

Particulars

1) Present value of defined benefit obligation2) Fair value of plan assets

(Amount in Rs)

3) Deficit/(Surplus) in the plan

Particulars

1) Present value of defined benefit obligationParticulars

2) Deficit in the plan

State Bank of India

Grand Total

Provision made for the year

3) Experience adjustment on plan liabilities (expressed as amounts)

Loans repayable on demand

Withdrawn/reversed during the yearProvision at the end of the year


b) Return on plan asset

From banks (Secured)

e) Mortality

e) Actuarial AssumptionsYear ended 31.03.2017

Particulars

Note 6 : Short-term borrowings

Kotak Mahindra Bank Ltd

c) Employee turnover rate

a) Discount rate

Provision at the beginning of the year

Andhra Bank

d) Salary escalation rate

f) Amounts for the current and previous four years are as follows

Particulars

a) Andhra Bank :

As at As at31.03.2018 31.03.2017

i) Dues to Micro, Small and Medium Enterprises 152,458 125,139 ii) Others 1,408,294,904 823,088,889

1,408,447,362 823,214,028

Year ended 31.03.2018 Year ended 31.03.2017Amount Amount

152,458 125,139 7,281 837

II. Amount of interest along with the principal payment made beyond the appointed date during the year - -- --- -- -

Amount in Rs.As at 31.03.2018 As at 31.03.2017

Amount Amount

a) Advances from customers 257,227,134 10,038,373 b) Employee related & other payables 39,311,550 35,967,050 c) Outstanding liabilities 289,552,741 99,850,777 d) Excise Duty/Service tax /GST payable 57,739,405 664,029 e) Other non-trade Payable 3,408,790 1,797,359 f) Sales tax payable - Assessment tax 3,607,567 2,358,163 g) TDS/TCS payable 6,105,103 5,824,014

656,952,290 156,499,765

Secured 687,694 1,500,973 Total 657,639,984 158,000,738

55

Particulars

I. Amounts due as at the date of balance sheet.

c) Kotak Mahindra Bank Ltd :

( Amount in Rs.)Note 7 : Trade payables (unsecured)

Primary security : For all fund & non fund based facilities are secured by hypothecation of stocks and receivables and all chargeable current assets of company - secured by way of first charge on fixed assets of the Company and guaranteed by Dr.Ramachandra N.Galla and Mr.Jayadev Galla.

b) State Bank of India :

Working capital facilities are secured by hypothecation of all current assets of the Company both present and future and include Pari passu charge on Fixed assets and Personal guarantee of R.N.Galla

( Amount in Rs.)

Collateral Security : Entire fiaxed assests of the company ( land & building ,plant & machinery )

Particulars

IV. The amount of interest accrued and remaining unpaid as at the date of balance sheet

a) Note forming part of accounts in relation to Micro, Small and Medium Enterprises

Total

III. Amount of interest due and payable for the period of delay in making payments of principal during the year beyond the appointed date

a) Principal amount

a) Trade payables

Based on, and to the extent of information received from the suppliers with regard to their status under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), on which the auditors have relied, the disclosure requirements of Schedule VI to the Companies Act, 2013 with regard to the payments made/due to Micro, Small and Medium Enterprises are given below:

Working capital facilities are secured by hypothecation of all current assets of the Company both present and future – First charge on current assets of the company on pari-passu basis . Non fund based limits pertaining to LCs are secured by way of stocks received under LCs and Bank Guarantees are secured by charge on entire current assets of the Company and Counter Guarantee of the Company

1.Cash Credits:- Secured Loans

Other payables

Add: Current maturities of long term borrowings (Ref Note 4) Sub Total

V. The amount of further interest remaining due and payable in succeeding year

Note 8 : Other Current liabilities (unsecured)

b) Interest thereon

Particulars

Note 9


FIXED ASSETS & DEPRECIATION - FINANCIAL YEAR - 2017-18 (AMOUNT IN RUPEES)

01.04.2017 ADDITIONS DELETIONS 31.03.2018 01.04.2017FOR THE

YEAR DELETIONS 31.03.2018 31.03.2018 31.03.2017

1 LAND & LAND DEVELOPMENT 127,621 - - 127,621 - - - 127,621 127,621

2 BUILDINGS 93,900,852 - - 93,900,852 22,409,464 3,101,842 - 25,511,306 68,389,545 71,491,387

3 R&D BUILDINGS 255,910 - - 255,910 143,659 7,712 - 151,371 104,539 112,251

4 PLANT & MACHINERY 24,529,406 3,240,881 6,714,250 21,056,037 13,052,900 1,537,649 4,155,118 10,435,431 10,620,605 11,476,506

5 R&D PLANT & MACHINERY 1,263,950 - 31,812 1,232,138 565,084 86,339 14,113 637,310 594,827 698,866

6 ELECTRICAL INSTALLATIONS 10,883,739 211,318 - 11,095,057 4,973,908 1,171,254 - 6,145,161 4,949,896 5,909,831

7 FURNITURE & FIXTURES 7,606,666 1,573,300 - 9,179,966 4,828,169 993,308 - 5,821,477 3,358,489 2,778,497

8 VEHICLES 11,198,930 7,895,560 4,996,482 14,098,008 3,556,389 1,246,169 2,195,582 2,606,976 11,491,032 7,642,541

9 IT EQUIPMENT 5,321,499 2,133,756 - 7,455,255 2,154,949 1,614,007 - 3,768,956 3,686,299 3,166,550

10 OFFICE EQUIPMENT 1,245,527 180,984 - 1,426,510 672,795 154,948 - 827,744 598,767 572,731

11 INTANGIBLE ASSETS 3,642,508 516,609 - 4,159,117 2,728,634 369,421 - 3,098,055 1,061,062 913,874

TOTAL 159,976,606 15,752,408 11,742,544 163,986,469 55,085,950 10,282,650 6,364,813 59,003,787 104,982,682 104,890,656 PREVIOUS YEAR 161,687,899 6,722,449 8,433,742 159,976,606 50,871,721 10,465,287 6,251,058 55,085,950 104,890,656 110,816,178

56

S.NO PARTICULARS

GROSS BLOCK DEPRECIATION BLOCK NET BLOCK

Amount in Rs.As at 31.03.2018 As at 31.03.2017

Amount Amount

A. Investment in equity instruments (Quoted) - (Non - Trade) 45,600 Fully paid up equity shares of Rs.10/- each in Andhra Bank 456,000 456,000

Total of Non-Current Investments 456,000 456,000

B. Aggregate amount of i) Quoted investments 456,000 456,000 C. Market value of quoted investments as on march 31st,2018 is Rs.41.60 /- 1,896,960 2,642,520

As at As atMarch 31,2018 March 31,2017

(23,015,805) (5,785,834) (11,067,585) (17,229,971)

(34,083,390) (23,015,805)

Assets Liabilities Assets Liabilities8,862,604 1,662,181 8,862,604.00 1,116,404

Gratuity 1,335,863 183,286 684,172.00 183,286 13,893,891 3,760,942 6,671,966 3,760,942.00

Provision for doubtful debtors 15,597,442 - 11,857,696 - 39,689,800 5,606,409 28,076,438 5,060,632

Assets Liabilities Assets Liabilities- 545,777 - 1,116,404

Gratuity - (651,691) - 183,286 7,221,925 - 6,671,966 -

Provision for doubtful debtors 3,739,746 - 11,857,696 - 10,961,671 (105,914) 18,529,662 1,299,691

Amount in Rs. Amount in Rs. Amount in Rs. Amount in Rs.125,539,183 84,230,143

4,867,563 53,643,612 130,406,746 137,873,755 51,332,778 45,286,904 7,331,622 5,976,259

58,496 37,027

189,129,642 189,173,945

57

Stores & Spares/Loose Tools

Add: Raw materials in transit

As per previous year balance sheet

Deferred tax (asset)/liablity net

Depreciation

Finished goods

Total

As at 31.03.2018Particulars

Raw materials

(Amount in Rs)Note 11 : Deferred Tax (Asset) /laibility net

Note 10 : Non Current Investments

Particulars

Particulars

(Amount in Rs)

ParticularsAs at March 31,2018 As at March 31,2017

Depreciation

Amounts disallowed under Section 43B(Net) of the Income Tax Act

Total

As at March 31,2017

a) Major components of deferred tax assets and liabilities as at the end of the year arising on timing differences

(Amount in Rs)

Amounts disallowed under Section 43B(Net) of the Income Tax Act

As at March 31,2018

Note 12 : Inventories (valued at lower of cost or net realisable value)

Total Raw materialsWork-in-process

As at 31.03.2017

Particulars

Add/(Less): Liability / (Asset) Expenses for the year

Total

Amount in Rs. Amount in Rs. Amount in Rs. Amount in Rs.

249,521,756 280,677,722 69,814,459 59,212,957

319,336,215 339,890,679 69,814,459 249,521,756 59,212,957 280,677,722

103,595,578 111,558,139

2,320,240,282 951,218,369 2,673,357,616 1,343,454,229

Year ended Year ended31.03.2018 31.03.2017

59,212,957 24,950,081 10,806,015 34,262,876

- - 70,018,972 59,212,957


5,067,572 49,693,217 236,187 5,303,759 809,607 50,502,824

98,061,755 70,924,865 103,365,514 121,427,689

30,457,396 24,149,417

215,259,923 98,120,257 35,779,435 36,135,166 7,019,681 10,364,231

276,437,910 534,496,949 174,287,126 318,906,780 564,954,345 343,056,197

As at As at31.03.2018 31.03.2017

15,616,592 11,819,558 21,133,676 14,591,752

36,750,268 26,411,310

58

Note 13 : Trade receivables (unsecured)

ii) Cash on hand

As at 31.03.2018

Written off during the year

b) Debts due from companies in which Director(s) and their relatives are interested

Provision made for the year

Less : Provision for bad debts

a) Trade receivables outstanding for a period exceeding 6 months

Particulars

c) Other debts

a) Cash and cash equivalentsi) Balances with banks in current accounts

Total

Movement of provision for doubtful debts

Particulars

(Amount in Rs.)

Provision at the beginning of the year

Particulars As at 31.03.2017(Amount in Rs)

As at 31.03.2017

Provision at the end of the year

i) Considered goodii) Considered doubtful

As at 31.03.2018

i) Considered good

Note 14 : Cash and bank balances

b) Other Bank Balances

As at 31.03.2017

Note 15 : Loans and advances (unsecured and considered good)(Amount in Rs)

Short-term

Deposits placed as margin money for the working capital limits

Particulars

Total

a) Material and other advances

(Amount in Rs)

Refundable depositsOther loans and advances

Short-term

Note 16 : Other assets (unsecured and considered good)

Interest accruedPrepaid expenses

Particulars

Total

d) Income tax paid in advance and TDS receivables

As at 31.03.2018

Total

c) Excise duty and VAT paid under protest b) Excise duty, service tax ,VAT and GST Receivable / paid in advance


1,630,609,845 1,255,375,046 2,344,963,834 1,812,445,954

202,037,503 147,841,264 4,177,611,182 3,215,662,264

Less: Excise duty 25,298,653 131,970,372 4,152,312,529 3,083,691,892


5,190,371 6,092,392 - 22,800

2,304,016 2,278,339 1,102,179 17,151

8,596,566 8,410,682


1,306,009,979 819,138,092 1,354,545,469 865,758,827

79,236,605 48,535,490 1,275,308,864 817,223,337


1,953,586,182 1,478,234,817 1,989,317,862 1,501,317,512

46,361,072 35,731,680 1,942,956,790 1,465,585,832

59

Note 19 : Cost of materials consumed

TotalInsurance claims

b) Execution of Projects

Particulars

(Amount in Rs.)

TotalLess: Closing stock

Note 18 : Other income

Interest income

(Amount in Rs.)

Total

c) Revenue from Services

(Amount in Rs)Note 17 : Revenue from operations

Particulars

Particulars Year ended 31.03.2018 Year ended 31.03.2017

Opening stockAdd: PurchasesSub-total

Gross revenue from operations

Dividend income from non-trade investment

(i)Products

Miscelleneous incomes

Add: Purchases

(ii)Projects(Amount in Rs.)

Particulars Year ended 31.03.2018 Year ended 31.03.2017

Opening stock

Sub-totalLess: Closing stockTotal

a) Sale of Products


45,286,904 52,261,838 5,976,259 14,144,920

Inventory 84,267,170 135,530,333 69,703,429 136,110,187

51,332,778 45,286,904 7,331,622 5,976,259

Inventory 125,597,677 184,262,077 84,267,170 135,530,333 Increase/(Decrease) in inventories (48,731,744) 579,854

- - (48,731,744) 579,854

Note 21 : Employee benefits expense (Amount in Rs.)


258,085,781 210,975,783 24,182,421 10,864,390 17,655,705 13,558,092

299,923,907 235,398,265


317,854 306,364 12,209,296 33,467,549

12,527,150 33,773,913

Others 7,487,893 7,487,893 7,635,167 7,635,167 20,015,043 41,409,080


9,913,229 10,016,573 369,421 448,715

Amortization of Goodwill ( Revenue from MEC acquisition /goodwill started in 2015 -16 and decided to written off in 4 years) 2,744,029 2,744,030 13,026,679 13,209,317

60

Total

( Amount in Rs.)

Less: Closing stocks

Work-in-process

Total

Work-in-process

Note 22 : Finance costs

Other borrowing costs

Term loans

Particulars

Finished goods

Opening stocks

Staff welfare expensesTotal

(Amount in Rs.)Note 23 : Depreciation and amortisation expense

Depreciation



Note 20 : Changes in inventories in work-in-process, finished goods and stock-in-trade

Particulars

Particulars Year ended 31.03.2017

Year ended 31.03.2018Particulars

Net Increase in inventories

Demand loans

Interest expenses

Finished goods

(Amount in Rs.)

Amortisation

Excise duty on finished goods

Contribution to provident and other fundsSalaries and wages


Power and fuel 6,063,020 4,740,089 Repairs and maintenance to:

2,199,796 1,136,975 - 2,199,796 27,220 1,164,195

4,710,740 4,599,186 Total (A) 12,973,556 10,503,470

120,000 - 11,430,788 7,990,475 6,048,221 6,747,602 6,958,593 1,634,300

24,557,602 16,372,377

4,414,051 3,942,401 140,000 155,000

Donations and Contributions 100,000 897,974 CSR Expenses 8,391,756 6,165,098

1,359,600 446,580 26,029,015 18,795,444

Statutory Audit fee 300,000 300,000 Cost Audit fee 110,450 110,450 -Tax Audit fee 75,000 75,000 Internal Audit fee 360,000 360,450 Swachh bharat cess on audit fees - 845,450 4,175 845,900

2,078,039 1,432,491 15,964,201 20,204,233

794,011 256,552 12,424,968 8,731,661 2,452,764 2,405,512

33,105,026 25,864,360 8,253,679 9,362,877

13,603,530 10,080,304 129,956,090 109,586,387

10,806,015 34,262,876 (2,042,040) 3,125,814 10,752,646 6,871,059

Fixes Assets- Writte Off 2,265,514 1,257,581 14,482,050 1,420,822

31,744 10,151,441 Less: Provision for doubtful debts written back - 31,744 - 10,151,441

36,295,929 57,089,593

12,913,743 15,716,527 14,943,259 11,284,826

27,857,002 27,001,353 231,640,179 220,553,180

61

Travelling expenses

D. Other expensesTotal (C)

Printing & stationary

Loss on Fixed Asset

Duties and taxes (indirect taxes)

Bank charges

Business promotion

Consultancy & professional charges

A. Manufacturing expenses

Misc administration expenses

Provision for doubtful debts

Total (D)

Grand Total (A+B+C+D+E)Total (E)

Bad debts and irrecoverable advances written offProvision for Inventory write-off

Rates, taxes and licenses

Foreign exchange loss

C. Administrative expenses

Note 24 : Other expenses

Total (B)

Particulars

Advertisement and promotion

Warranty


Interest paid on trade payable

R & D expensesRent Telephone expenses

Office maintenance

ii) Buildings

B. Selling expenses

Freight outward

E. Rates and taxes (excluding income tax)


Service outsouring and other sales expenses

Auditor fees

Other manufacturing expenses

i) Machinery

Directors sitting fee


300,000 300,000 75,000 75,000

375,000 375,000

Amount in Rs. % Amount in Rs. %188,486,058 6% 31,262,963 1%

2,993,237,703 94% 2,238,403,287 99%3,181,723,761 100% 2,269,666,250 100%


- - 188,486,058 31,262,963

188,486,058 31,262,963


2,723,675 1,447,070 - -

2,723,675 1,447,070


1,677,257 3,917,061

62

Total

Total

Sales

(Amount in Rs.)

Note 27 : Expenditure incurred in foreign currency

Others

(Amount in Rs.)

Foreign travel expenses (exclusive of tickets purchased in rupees)

Particulars

i. Raw materials, stores and spares

Particulars

Indigenous

TOTAL

Note 25 : Comparison between consumption of imported and indigenous raw materials, stores and spares

Particulars

Note 26 : Value of imports made during the year by the Company calculated on CIF basis

Note 28 : FOB value of exports

Imported

Total

Particulars

Note : Remunaration to Statutory Auditors

Year ended 31.03.2017Year ended 31.03.2018Particulars

Statutory Audit fee

Raw material and components

(Amount in Rs.)

Capital goods

Tax audit fee

Note 29 : Segment Reporting

The Company is engaged in the business of manufacturing Industrial chargers and execution of transmission and distribution projects. The two lines of business constitute the two business segments of the Company. There are no secondary segments i.e geographical segments. The disclosure with respect to the primary business segments as laid out in Accounting Standard 17 are as follows.

Manufacturing Division Projects Division Total Manufacturing Division Projects Division Total

1 Segment revenueNet sales 1,807,350,794 2,344,961,736 4,152,312,529 1,275,495,071 1,808,196,821 3,083,691,892

2 Segment resultsSegment results 164,907,848 298,628,861 463,536,709 213,205,772 169,495,986 382,701,758 Less: Unallocable net expenditure 36,767,332 84,558,049 Profit before tax 426,769,377 298,143,709 Less: Taxes 154,509,278 99,606,852 Net profit 272,260,100 198,536,857

3 Segment assetsSegment assets 997,810,432 2,611,299,751 3,609,110,183 886,852,033 1,098,321,309 1,985,173,342 Unallocated assets 198,709,670 195,365,301 Total assets 3,807,819,852 2,180,538,638

4 Segment liabilitiesSegment liabilities 350,445,406 1,710,461,558 2,060,906,964 215,077,419 758,854,179 973,931,598 Unallocated liabilities 1,746,912,888 1,206,607,034 Total liabilities 3,807,819,852 2,180,538,638

5 Capital expenditureSegment capital expenditure 3,284,181 2,383,336 5,667,517 647,904 3,796,102 4,444,006 Add: Unallocated capital expenditure 10,084,891 2,278,443 Total capital expenditure 15,752,408 6,722,449

6 DepreciationSegment depreciation 6,813,841 516,302 7,330,143 7,508,081 596,799 8,104,880 Add: Unallocated depreciation 2,952,507 2,360,408 Total depreciation 10,282,650 10,465,287

Note 30 : Related party transactions

63

Amara Raja Industrial Services Private Limited

Wife of Dr. Ramachandra N Galla

GrandSon of Dr. Ramachandra N Galla

Mrs. Amara Kumari Galla

3. Enterprises over which key management personnel and / or their relatives exercise significant influence

Mrs. Padmavathi Galla

Amara Raja Batteries Limited

Daughter of Dr. Ramachandra N Galla

Amara Raja Electronics LimitedMangal Industries Limited

Mr. Jayadev Galla

Amara Raja Infra Private Limited

Wife of Mr. Jayadev GallaDr. G Ramadevi

A) List of related parties


Sl.No

Related parties particulars pursuant to “Accounting Standard –18”

2016-172017-18(Amount in Rs.)


Particulars

1. Key management personnel

Mr. G. Harshavardhana

2. Relatives of key management personnel

2017-18 2016-17

- 2,400,000 9,640,000

- 12,387,185 11,666,863

- 4,263,561 887,421 2,024,799 783,646 660,335 520,304 880,998

Reimbursement of expenses charged by the Company - TranscationsAmara Raja Batteries Limited 1,937,817 114,545

17,741,419 14,727,955 Amara Raja Electronics Limited 131,526 - Amara Raja Industrial Services Private Limited 18,707 40,611 Galla Foods - - Amara Raja Infra Private Limited 4,639,360 1,186,744 Reimbursement of expenses charged on the Company - TranscationsAmara Raja Batteries Limited 67,939,503 47,357,626 Amara Raja Electronics Limited 24,176 - Mangal Industries Limited 15,000 2,017 Amara Raja Infra Private Limited 58,687 - Amara Raja Industrial Services Private Limited - - Sale of Goods and Services -TranscationsAmara Raja Batteries Limited 271,232,943 157,834,961 Amara Raja Infra Private Limited 66,018,726 184,122,031 Amara Raja Electronics Limited 629,675 685,622 Mangal Industries Limited 54,723,759 23,683,714 Purchase of goods/services -TranscationsAmara Raja Batteries Limited 391,576,112 127,543,919 Amara Raja Electronics Limited 170,591,318 128,542,777 Mangal Industries Limited (ESBU) 103,381,608 92,980,370 Mangal Industries Limited (FSBU) 13,279 Amara Raja Infra Private Limited 85,566,648 317,245,384 Amara Raja Industrial Services Private Limited 15,222,862 10,826,765

Amara Raja Batteries Limited - 94,036 Amara Raja Electronics Limited 4,096 26,333 Mangal Industries Limited 234,573 194,118

64

Mangal Industries Limited

I. Transactions during the year 2017-18 (previous year 2016-17)

Amara Raja Electronics LimitedMangal Industries Limited

B) Transactions with the related parties

Commission to Directors

Interest Income - Transcations

Remuneration -TransactionsRPT-Transactions

Interest Expenses - Transactions



Amara Raja Batteries Limited

Particulars Amount in Rs.




2017-18 2016-17

Amara Raja Batteries Limited - 8,201

Amara Raja Electronics Limited 77,170 372,610 Mangal Industries Limited 111,955 65,803

Payables

- 12,525,385 13,566,863

29,237 37,905 61,666 4,702 32,328 38,971

Amara Raja Batteries Limited 6,416,730 5,577,449 Amara Raja Electronics Limited - - Mangal Industries Limited - - Amara Raja Infra Private Limited - - Amara Raja Industrial Services Private Limited - - Outstanding Payables

Amara Raja Batteries Limited 95,318,570 40,167,180 Amara Raja Electronics Limited 1,939,489 40,955,928 Mangal Industries Limited (ESBU) 20,555,437 19,987,723 Mangal Industries Limited (FSBU) 13,279 - Amara Raja Infra Private Limited 4,101,822 131,424,454 Amara Raja Industrial Services Private Limited 2,073,650 3,331,083 ReceivablesReimbursement of expenses charged by the Company ReceivablesAmara Raja Batteries Limited - - Mangal Industries Limited 1,451,813 1,296,945 Amara Raja Electronics Limited - - Amara Raja Industrial Services Private Limited - 40,611 Galla Foods - - Amara Raja Infra Private Limited 3,436,769 104,006 Outstanding ReceivablesAmara Raja Batteries Limited 54,647,556 38,782,492 Amara Raja Infra Private Limited 11,093,200 69,259,185 Amara Raja Electronics Limited 234,204 186,345 Mangal Industries Limited 37,620,619 3,330,117

Amara Raja Batteries Limited - - Amara Raja Electronics Limited 106 498 Mangal Industries Limited 63,113 -

RNGalla Family Private Limited # 67,423,880 - Dr. Ramachandra N Galla - 17,087,750 Mrs. Amara Kumari Galla - 5,131,500 Mr. Jayadev Galla - 20,604,370 Dr. G Ramadevi - 9,421,500 Mr. G. Harshavardhana - 3,382,190 Mr. G. Vikramadithya - 3,382,190

65

Amount in Rs.Particulars

Amara Raja Electronics Limited

Bill Discount charges-Transactions

Cash discounting /Income-Transactions

Reimbursement of expenses charged on the Company payable

Remuneration & Commission payable

Interest Receivables

Mangal Industries Limited


Interest payableAmara Raja Batteries Limited

Share Capital


As at As at31.03.2018 31.03.2017

- 10,866,102 - 14,323,135

6,230,509 4,784,129 4,610,199 4,478,033

22,003,644 68,110,032


272,260,100 198,537,384 10 10

9,337,084 5,835,678 29.16 34.02

(Amount in Rs.)Year ended Year ended31.03.2018 31.03.2017

447,846,297 354,974,186

Contract revenue recognised 865,937,871 816,568,768 Contract costs incurred 879,839,739 843,010,768

445,107,620 335,564,758 236,754,959 2,502,031

c. Gross amounts due from customers for contract works 57,676,314 33,450,035 d. Gross amounts due to customers for contract work 33,743,328 14,892,060

66

(Amount in Rs.)

Weighted average number of shares outstandingEarning per share - basic and diluted (Rs.)

B. Commitments

Particulars

A. Contingent liabilities

i) Excise duty

Advance received from customers

a) Estimated amount of contracts remaining to be executed on capital account

Note 31 : Contingent liabilities and commitments

ii) Service tax

Particulars

a) Claims against the Company not acknowledged as debts

Note 33 : Disclosures as per Accounting Standard 7

Particulars

iii) Sales tax ( 27,31,486 /- was paid under protest ) iv) Others - Income Tax ( 7,00,000 /- Paid Under Protest )

Note 32 : Earnings per share

a. Contract revenue recognised as revenue b. In respect of contracts in progress

Retention money

Par value of each equity share (Rs.)Profit after taxation

Rs. 83,91,756/-.

36.In the opinion of Board of Directors the assets other than fixed assets and non-current investments are expected to realise the value stated in the accounts, in the ordinary course of business.

For Sagar and AssociatesChartered AccountantsFirm Registration No.003510S Dr. Ramachandra N Galla Jayadev Galla


V.Vidya Sagar Babu Partner(Membership No.027357) Vikramadithya Gourineni

Managing Director

D.Chiranjeevi Raju Company Secretary

Place : HyderabadDate : July 21 , 2018 67

34.The Board of Directors proposed a dividend of Rs. 4.37/- per share having face value of Rs.10/-, where total dividend amounts to 4,08,46,900/- including corporate dividend tax of Rs. 83,15,470/-/-

Jwalapathi Rao B

37.Figures have been rounded off to the nearest Rupee.

35. Expenses incurred on Corporate Social Responsibility (CSR) programs under secion 135 of the Companies Act, 2013 are charged to Statement of Profit and Loss under "Other Expenses" [Note 24] aggregating to

38.Previous year figures are regrouped and reclassified whereever necessary

As per our report of even date attached For and on behalf of the Board

Chief Financial Officer

68

Amara Raja Power Systems Limited Corporate Identification Number (CIN): U31102AP1984PLC005165

Registered Office: Renigunta-Cuddapah Road, Karakambadi, Tirupati – 517520, Andhra PradeshTel: 91(877) 226 5000 / Fax: 91(877) 228 5600

Website:www.amararajapowersystems.com

Proxy Form -Form MGT-11

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

33rd Annual General Meeting – August 28, 2018 at 10.15 a.m. IST

Name of the Member(s)

Registered Address

E-mail Id Folio No /Client ID DP ID

I/We, being the member(s) holding ____________shares of the Amara Raja Power Systems Limited,hereby appoint

Name : E-mail Id:

Address:

Signature , or failing him

Name : E-mail Id:

Address:


Name : E-mail Id:

Address:


as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 33rd Annual General Meeting of the Company, to be held on Tuesday, August 28, 2018 at 10.15 a.m. at theRegistered office situated at Renigunta - Cuddapah Road, Karakambadi, Tirupati – 517520, Andhra Pradesh and at any adjournment thereof in respect of such resolutions as are indicated below:

69

Resolution No.

Subject matter of the resolution Vote

For Against Abstain

Ordinary business

1. Adoption of the audited financial statements for the financial year ended March 31, 2018 together with the reports of the Board of Directors’ and Auditors’ thereon.

2. Declaration of dividend on the equity shares of the Company for the financial year 2017-18.

3. Re- appointment of Mr. Jayadev Galla (DIN: 00143610), as a Director of the Company, liable to retire by rotation.

Special business

4. Appointment of Dr. Ramadevi Gourineni (DIN: 01347211) asDirector of the Company.

5. Ratification of the remuneration to be paid to the Cost Auditors of the Company for the financial year 2018-19

Signedthis_____dayof_____2018 SignatureoftheshareholderacrossRevenueStamp

Signature of Shareholder

Notes: The proxy form to be effective should be duly stamped, completed, signed and must be returned so as to reach the Registered Office of the Company, not less than 48 hours before the time for holding the aforesaid meeting. The Proxy need not be a member of the company.

Affix Revenue Stamp of Re.1/-

70

Amara Raja Power Systems Limited Corporate Identification Number (CIN): U31102AP1984PLC005165

Registered Office: Renigunta-Cuddapah Road, Karakambadi, Tirupati – 517520,Andhra PradeshTel: 91(877) 226 5000 / Fax: 91(877) 228 5600

Website:www.amararajapowersystems.com

33rd Annual General Meeting – August 28, 2018 at 10.15 a.m.

ATTENDANCE SLIP

Registered Folio no./ DP ID no./Client ID no:

Number of Shares held:

I certify that I am a member/proxy/authorized representative for the member of the Company. I hereby record my presence at the 33rd Annual General Meeting of the Company at the Renigunta-Cuddapah Road, Karakambadi, Tirupati – 517520, Andhra Pradesh, India, on Tuesday, August 28,2018 at 10.15 a.m. IST.

……………………………………. ……………………………………. Name of the member/proxy Signature of the member / proxy (In BLOCK letters)

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copies of the Annual Report to the AGM.

71

Route Map to the AGM Venue

Venue: Registered Office situated at Renigunta-Cuddapah Road, Karakambadi, Tirupati - 517520

Distance from Tirupati Railway Station : 14.50 Kms (Via Karakambadi Road)

Distance from Renigunta Railway Station : 6.75 Kms

Amara Raja Power Systems Limited

Documents

VISION 2025...VISION 2025 “Through the Amara Raja Way, we will be a dominant player in providing integrated solutions in conversion and management of electrical power by leveraging